Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 2011 (SA)

South Australia

Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 2011

An Act to amend the Roxby Downs (Indenture Ratification) Act 1982.

The Parliament of South Australia enacts as follows:

Part 1Preliminary1Short title

This Act may be cited as the Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 2011.

2Commencement

(1)
Subject to this section, this Act will come into operation on a day to be fixed by proclamation.
(2)
The amendments set out in Part 2 will come into operation on the Variation Date.
(3)
Section 7(5) of the Acts Interpretation Act 1915 does not apply to this Act or to a provision of this Act.

3Interpretation

(1)
In this Act—
business day means any day except Saturday, Sunday or a public holiday;
Minister means the Minister for the time being responsible for the administration of the Roxby Downs (Indenture Ratification) Act 1982;
OD (Stage 1) Project has the same meaning as in the provisions set out in Schedule 1 to the Variation Deed;
Variation Date means the date on which the Minister, by notice in the Gazette, gives notice of the receipt of a Project Notice for the OD (Stage 1) Project;
Variation Deed means the Deed dated 12 October 2011, a copy of which is contained in Schedule 1 of this Act.
(2)
The Minister must publish the notice in the Gazette contemplated by the definition of Variation Date under subsection (1) within 2 business days after receiving the relevant Project Notice.

4Amendment provisions

In this Act, a provision under a heading referring to the amendment of a specified Act amends the Act so specified.

Part 2Amendment of Roxby Downs (Indenture Ratification) Act 19825Amendment of section 4 – Interpretation

(1)
Section 4(1), definition of the Joint Venturers—delete the definition and substitute:
Approved Mitigation Plan has the same meaning as in clause 11(11)(e) of the Indenture;
Company means BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761 as a party to the Indenture and includes its successors and permitted assigns;
Desal Infrastructure has the same meaning as in clause 13(17A)(a) of the Indenture;
(2)
Section 4(1)—after the definition of the Indenture insert:
statement of environmental objectives means a statement of environmental objectives under Part 12 of the Petroleum and Geothermal Energy Act 2000.

6Amendment of section 7 – Modification of State law

(1)
Section 7(2)(a)—delete paragraph (a) and substitute:
(a)
the following Acts are to be construed subject to the provisions of the Indenture:
(i)
the Crown Land Management Act 2009;
(ii)
the Development Act 1993;
(iii)
the Electricity Act 1996;
(iv)
the Environment Protection Act 1993;
(v)
the Harbors and Navigation Act 1993;
(vi)
the Local Government Act 1934;
(vii)
the Local Government Act 1999;
(viii)
the Local Government (Elections) Act 1999;
(ix)
the Maritime Services (Access) Act 2000;
(x)
the Mining Act 1971;
(xi)
the Motor Vehicles Act 1959;
(xii)
the Native Vegetation Act 1991;
(xiii)
the Natural Resources Management Act 2004;
(xiv)
the Pastoral Land Management and Conservation Act 1989;
(xv)
the Petroleum and Geothermal Energy Act 2000;
(xvi)
the Railways (Operations and Access) Act 1997;
(xvii)
the Real Property Act 1886;
(xviii)
the Residential Tenancies Act 1995;
(xix)
the Road Traffic Act 1961;
(xx)
the Stamp Duties Act 1923;
(xxi)
the Waterworks Act 1932,
and, to the extent of any inconsistency between the provisions of those laws and of the Indenture, the provisions of the Indenture prevail; and
(2)
Section 7(2)(d)—delete paragraph (d) and substitute:
(d)
the Crown Land Management Act 2009 is to be construed as conferring on the Governor sufficient power to make the grants of land, and to grant the leases, licences, easements and rights of way, contemplated by the Indenture; and
(3)
Section 7(2)(e)—delete "a Special Exploration Licence or"
(4)
Section 7(2)(e)—after "Special Mining Lease" insert:
, or for the incorporation of land into a Special Mining Lease,
(5)
Section 7(2)(f)—delete "Petroleum Act 1940" and substitute:
Petroleum and Geothermal Energy Act 2000
(6)
Section 7(2)(j)—delete paragraph (j)
(7)
Section 7(3) and (4)—delete subsections (3) and (4) and substitute:
(3)
If an application is made to the Minister under clause 7 of the Indenture for a Project Approval and, if it were not for the provisions of that clause, the right to grant the Project Approval would have been vested in another Minister of the Crown, or in an instrumentality of the Crown subject to control or direction by another Minister of the Crown, the application must not be granted unless that other Minister has been consulted and agrees to the granting of the application.
(4)
A Project Approval under clause 7 or 7A of the Indenture will be taken to have been duly granted under and in pursuance of the Act or law under which provision is made for the permit, consent, approval, authorisation, permission or determination (however described) that constitutes the Project Approval.
(8)
Section 7(5)—delete "Joint Venturers" and substitute:
Company
(9)
Section 7(5)—after "clause 7" insert:
or 7A

7Amendment of section 8 – Licences etc required in respect of the mining and milling of radioactive ores

(1)
Section 8(1)—delete "Joint Venturers, grant to them" and substitute:
Company, grant to it
(2)
Section 8(1)—delete "enabling them" and substitute:
enabling it
(3)
Section 8(2)—delete "Joint Venturers" and substitute:
Company
(4)
Section 8(3)—delete "Joint Venturers" and substitute:
Company

8Amendment of section 9 – Application of Aboriginal Heritage Act to the Stuart Shelf Area and the Olympic Dam Area

(1)
Section 9(2), (3) and (4)—delete subsections (2), (3) and (4)
(2)
Section 9(5) and (6)—delete subsections (5) and (6) and substitute:
(5)
Where a development authorisation under Division 2 of Part 4 of the Development Act 1993 is granted in relation to any development which is an element of a Project, no part of the land which is contemplated by the development authorisation, and considered in the applicable environmental impact statement (EIS), public environmental report (PER) or development report (DR), as the site or location of the proposed development, may be declared to be a protected area under section 21 of the Aboriginal Heritage Act, whether before or after the completion of the development, unless—
(a)
the relevant land is identified in the relevant EIS, PER or DR as an Aboriginal site; or
(b)
the Joint Venturers agree to the declaration; or
(c)
the development authorisation ceases to be operative before the relevant development has been substantially completed.
(6)
Without limiting subsection (5), after the grant of a Special Mining Lease, or the incorporation of additional land into a Special Mining Lease, in respect of a 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) of this section as in force at any time before the Variation Date as—
(i)
a pipeline; or
(ii)
a power line; or
(iii)
a railway line; or
(iv)
a private road; or
(c)
which is contemplated by a development authorisation under Division 2 of Part 4 of the Development Act 1993, and considered in the applicable EIS, PER or DR, as the site or location of a development in relation to the Project; or
(d)
within a well field in respect of which a Special Water Licence is in force; or
(e)
within the Municipality,
may not, without the consent of the Joint Venturers, be declared to be a protected area under section 21 of the Aboriginal Heritage Act.
(6a)
Without limiting subsection (5), land within the Olympic Dam Area may not, without the consent of the Joint Venturers, be declared to be a protected area under section 21 of the Aboriginal Heritage Act.
(3)
Section 9(7)—delete subsection (7) and substitute:
(7)
The powers conferred by section 26 of the Aboriginal Heritage Act are not exercisable without the consent of the Joint Venturers in respect of the land to which subsection (6) or (6a) applies.
(4)
Section 9(8)—after "subsection (6)" insert:
, (6a)
(5)
Section 9(10)—delete "or in its form as at some later date fixed by proclamation with the consent of the Joint Venturers"
(6)
Section 9(11) and (13)—delete subsections (11) and (13)
(7)
Section 9—after subsection (14) insert:
(15)
In this section—
Joint Venturers means the parties who were the Joint Venturers under the Indenture as at the Ratification Date or any one of them and includes their respective successors and permitted assigns.

9Substitution of section 12

Section 12—delete the section and substitute:
12—Special provisions in relation to local government
(1)
The Local Government Act 1999 applies in and in relation to the Municipality subject to the operation of this section and the provisions of the Indenture.
(2)
The office of Administrator of the Municipality will continue until the election of councillors under the Indenture.
(3)
The Administrator—
(a)
will be an officer of the Crown appointed by the Minister as contemplated by clause 23(3) of the Indenture; and
(b)
will, in the exercise, performance and discharge of his or her powers, functions and duties under the Indenture, this Act and the Local Government Act 1999—
(i)
be subject to the control and direction of the Minister; and
(ii)
be subject to the operation of Part 2 Division 5 of the Public Sector (Honesty and Accountability) Act 1995 as if he or she were a public sector employee under that Act.
(4)
The Crown is entitled to be reimbursed for the costs of employing the Administrator and for any other liabilities incurred by the Crown in relation to the administration of the Municipality from the funds of the Municipality.
(5)
The Administrator will have, in relation to the administration of the Municipality, the powers, functions and duties of—
(a)
a council under the Local Government Act 1999; and
(b)
a chief executive officer under the Local Government Act 1999,
and, subject to the directions of the Minister, the Administrator may exercise, perform and discharge those powers, functions and duties in such manner as the Administrator thinks fit and as if the Administrator were such a council and chief executive officer.
(6)
Without limiting any other provision of this section, the following provisions will apply in relation to the application of the Local Government Act 1999 to and in relation to the Municipality:
(a)
until the Normalization Date, a reference in that Act to the Minister will be taken to be a reference to the Minister responsible for the administration of this Act;
(b)
until the Normalization Date, the provisions of that Act relating to—
(i)
the composition of a council; and
(ii)
the representation of electors; and
(iii)
the members of a council; and
(iv)
meetings of a council; and
(v)
any other prescribed matter,
will not apply;
(c)
in the event of an inconsistency between a provision of the Indenture and a provision of that Act, the provision of the Indenture will apply to the extent of the inconsistency.
(7)
In addition, 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 Company—
(i)
construct a road that crosses a private road; and
(ii)
erect or lay down infrastructure or equipment (including pipes, wires, cables, fittings and other objects) in, on, across, under or over a private road;
(b)
any rate imposed on land within the Municipality must be based on valuations made by the Valuer‑General;
(c)
the provisions of clause 29 of the Indenture will apply in relation to the rating of land within the Municipality;
(d)
a private road will not be regarded as a street, road or public place for the purposes of the Local Government Act 1934 or the Local Government Act 1999;
(e)
a by‑law that will affect the operations of the Company must not be made without the approval of the Minister and the Minister must, before approving a proposed by‑law—
(i)
inform the Company of the terms of the proposed by‑law and allow it a reasonable opportunity to comment; and
(ii)
consider any comments made by the Company;
(f)
a power of compulsory acquisition of land may not be exercised contrary to the provisions of clause 30 of the Indenture.
(8)
Until the designated day, the Local Government (Elections) Act 1999 will not apply in relation to the Municipality.
(9)
For the purposes of subsection (8), the designated day will be a day fixed by the Governor by proclamation.
(10)
The Governor may make a proclamation under subsection (9) if or when satisfied that elections for members of council constituting the Municipality should be conducted in view of the scheme set out in the Indenture.
(11)
In order to facilitate the elections contemplated by subsection (10), the Local Government Act 1999 and the Local Government (Elections) Act 1999 will apply with such modifications or exclusions as may be prescribed by regulations made for the purposes of this subsection.
(12)
Subject to the preceding subsections (and until the Normalization Date), the Local Government Act 1999 will, to such extent as is reasonably practicable, apply to and in relation to the Municipality with such modifications as may be necessary to facilitate the proper and efficient administration of the Municipality in a manner consistent with the principles contained in that Act.

10Insertion of Parts 4, 5 and 6

After Part 3 insert:
Part 4—Special provisions relating to Projects
13—Unlawful abstraction, removal or diversion of water
A person must not, without the authority of the Company—
(a)
abstract or divert water from any Desal Infrastructure; or
(b)
take or use any water belonging to the Company or supplied by the Company for the use of any consumer.
Maximum penalty: $10 000 or imprisonment for 2 years.
14—Protection of infrastructure and equipment
(1)
A person must not, without the authority of the Company—
(a)
attach any equipment or thing, or make any connection, to any Desal Infrastructure; or
(b)
interfere with the collection, storage, production, treatment, conveyance or supply of water through the use of any Desal Infrastructure; or
(c)
disconnect or interfere with any Desal Infrastructure, or any equipment associated with any Desal Infrastructure; or
(d)
damage any Desal Infrastructure, or any equipment associated with any Desal Infrastructure.
Maximum penalty: $20 000 or imprisonment for 5 years.
(2)
A person must not, without lawful authority, pull up or remove any poles, stakes or other items driven into, or placed in or on, the ground for the purposes of carrying out any works associated with the construction, alteration, maintenance, management or removal of any Desal Infrastructure.
Maximum penalty: $5 000.
(3)
A person must not, without lawful authority, destroy or damage any works associated with the construction, alteration, maintenance, management or removal of any Desal Infrastructure.
Maximum penalty: $20 000.
(4)
If the Company suffers loss as a result of a contravention of this section, the Company may recover compensation for the loss from a person guilty of the contravention—
(a)
on application to a court convicting the person of an offence against this section; or
(b)
by action in a court of competent jurisdiction.
(5)
In this section—
equipment includes—
(a)
pipes, fittings and apparatus; and
(b)
any component of any equipment.
15—Access to desalination plant land
A person who enters onto, or remains on, land—
(a)
owned or occupied by the Company, or that is under the care, control and management of the Company; and
(b)
which constitutes the site (or part of any site) of any Desal Infrastructure,
without being authorised to do so by the Company, is guilty of an offence.
Maximum penalty: $2 500.
16—Access to SML1 land
The holder of a licence under the Petroleum and Geothermal Energy Act 2000 will not be entitled to access any part of the area of a Special Mining Lease (or to be granted any such access) unless a statement of environmental objectives is in place in accordance with clause 19(13) of the Indenture.
17—Application of Land Acquisition Act 1969
(1)
For the purposes of the Land Acquisition Act 1969, this Act is a special Act authorising the compulsory acquisition of land.
(2)
The Minister is authorised to acquire land as an Authority under the Land Acquisition Act 1969.
18—Approvals and declarations
(1)
A Project Approval under clause 7 or 7A of the Indenture in relation to a Project is valid and effective for the purposes of this or any other Act even if the Company did not give a Project Notice for the relevant Project before applying for the approval or before the approval was given.
(2)
Subsection (1) extends to Project Approvals given before the Ratification Date.
(3)
For the purposes of the declaration made under section 46 of the Development Act 1993 in relation to the Indenture on 21 August 2008 (see Gazette 21.8.2008 p3709‑3711), the land referred to in clause 28(1) of the Indenture will be taken to include all land within the Olympic Dam Area after the Variation Date.
Part 5—Authorised investigations
19—Appointment of authorised officers
(1)
The Minister may, by instrument in writing, appoint a person to be an authorised officer for the purposes of this Part.
(2)
An appointment under this section may be made subject to such conditions or limitations as the Minister thinks fit.
(3)
The Minister may vary or revoke an appointment at any time.
20—Authorised investigation
An investigation by an authorised officer is an authorised investigation if the purpose of the investigation is—
(a)
to monitor the Company's compliance with an EMP or Approved Mitigation Plan required under the Indenture; or
(b)
to gather information relating to compliance with an EMP or Approved Mitigation Plan; or
(c)
to gather other information relevant to the administration, operation or enforcement of the Indenture.
21—Powers of entry and inspection
(1)
For the purpose of carrying out an authorised investigation, an authorised officer may—
(a)
enter any land, and inspect the land and any operations or activities conducted on the land; or
(b)
take photographs, films or videos; or
(c)
take and remove samples; or
(d)
take and remove anything that may be evidence of a breach of the Indenture.
(2)
A person must not, without reasonable excuse, obstruct an authorised officer in the exercise of powers under this section.
Maximum penalty: $10 000 or imprisonment for 6 months.
(3)
A person involved in the Company's operations under the Indenture must give an authorised officer such assistance as is reasonably required for the effective exercise of a power conferred by this section, including—
(a)
by producing any record for inspection by the authorised officer; and
(b)
by answering any question that the authorised officer reasonably asks about the record.
Part 6—Other matters
22—Water requirements
Any charges imposed by the Municipality for the supply of potable water or the provision of sewerage services within the town must comply with the requirements of clause 13(22) of the Indenture.
23—Supply of electricity
(1)
Any tariffs imposed by the power distribution authority for the supply of electricity to consumers within the town must comply with the requirements of clause 18(16) of the Indenture.
(2)
In subsection (1)—
power distribution authority has the same meaning as in clause 18(13) of the Indenture.

Part 3Variation of Indenture and SML111Variation of Indenture

(1)
The Indenture is amended, with effect on and from the Variation Date, in the manner set out in Clause 4 of the Variation Deed contained in Schedule 1 of this Act.
(2)
The amendments to the Indenture are ratified and approved.
(3)
To avoid doubt, the Roxby Downs (Indenture Ratification) Act 1982 applies to the Indenture as amended by the Variation Deed.
(4)
As a consequence of the amendment of the Indenture under subsection (1), the copy of the Indenture set out in the Schedule to the Roxby Downs (Indenture Ratification) Act 1982 is, on the Variation Date, amended so as to conform with the Indenture as so amended.

12Variation of SML1

(1)

SML1 is amended, with effect on and from the Variation Date, in the manner set out in Clause 4 of the Variation Deed contained in Schedule 1 of this Act.
(2)
The amendments to SML1 are ratified and approved.

13Variation Date

(1)
Subject to this section, the Variation Date must be no later than 12 months after the date on which this Act comes into operation under section 2(1).
(2)
Subject to subsection (3), the period under subsection (1) may be extended by the Minister if the Company requests an extension under Clause 5.2 of the Variation Deed.
(3)
If the Minister determines under Clause 5.2(b) of the Variation Deed to extend the period, the Minister will sign an instrument in writing for the purposes of that provision.
(4)
The Minister must then cause copies of the instrument to be laid before both Houses of Parliament within the period set out in Clause 5.2(c) of the Variation Deed.
(5)
Either House of Parliament may, within 5 sitting days of that House after the instrument has been laid before it, pass a resolution disallowing the instrument but if after the last day on which the instrument may be disallowed neither House has passed such a resolution, the instrument will have effect according to its terms (and the extension will have effect from and after that last day even if the period of 12 months referred to in subsection (1) has already expired).

Schedule 1—Variation Deed

The State of South Australia
Minister for Mineral Resources Development
BHP Billiton Olympic Dam Corporation Pty Ltd
ACN 007 835 761
BHP Billiton Nickel West Pty Ltd
ACN 004 184 598

Contents

1.	INTERPRETATION
1.1		Definitions
1.2		Terms defined in the Indenture
1.3		Rules for interpreting this Deed
2.	INITIAL OBLIGATIONS OF THE STATE AND THE MINISTER
3.	CONDITION PRECEDENT
3.1		Act to amend the Ratification Act
3.2		Result if Amendment Act fails
4.	VARIATION OF THE INDENTURE AND SML1
4.1		Variation of the Indenture
4.2		Variation of SML1
4.3		Effect of variations
5.	VARIATION DATE
5.1		Latest time for Variation Date
5.2		Procedure to change time for Variation Date
5.3		Result if Variation Date does not occur
6.	GENERAL
6.1		Applicable law
6.2		Liability for expenses
6.3		Giving effect to this Deed
6.4		Entire agreement
Schedules
1	AMENDED FORM OF THE INDENTURE
2	AMENDMENTS TO SML1

Variation Deed

DATE 12 October 2011
PARTIES
The State of South Australia (the State)
Minister for Mineral Resources Development, the Minister administering the Roxby Downs (Indenture Ratification) Act 1982 and a body corporate pursuant to the provisions of the Administrative Arrangements Act 1994 (the Minister)
BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761 (formerly Roxby Mining Corporation Pty Ltd and WMC (Olympic Dam Corporation) Pty Ltd) whose registered address is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria (ODC)
BHP Billiton Nickel West Pty Ltd ACN 004 184 598 (formerly Western Mining Corporation Limited and WMC Resources Limited) whose registered address is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria (BHP Billiton Nickel West)
RECITALS
A.
The Olympic Dam and Stuart Shelf Indenture dated 3 March 1982 was ratified and approved by the Roxby Downs (Indenture Ratification) Act 1982.
B.
The State, the Minister, ODC and BHP Billiton Nickel West are currently the parties to the Indenture.
C.
On 22 May 1986, the Governor of the State granted to ODC and others a Special Mining Lease pursuant to the Indenture. ODC is now the sole remaining lessee under this Special Mining Lease.
D.
For the reasons set out in the Recitals in the amended Indenture as set out in Schedule 1 to this Deed (Amended Indenture), the parties wish to amend the Indenture and the Special Mining Lease (now known as SML1).
E.
In order:
(1)
to ratify and approve the amendment of the Indenture and SML1;
(2)
to amend certain provisions of the ratifying Act to facilitate the Project referred to in Recital V of the Amended Indenture; and
(3)
to change the way in which certain other Acts of the Parliament of the State apply to the Amended Indenture,
it is necessary to amend the ratifying Act, and supplement it with further ratifying provisions.
OPERATIVE PROVISIONS
1.INTERPRETATION
1.1Definitions
The following definitions apply in this Deed.
Indenture means the Indenture dated 3 March 1982 between the State, the Minister of Mines and Energy (the predecessor of the Minister at that time), ODC, BHP Billiton Nickel West and others, as it has been amended from time to time.
Recitals means the revised recitals to the Indenture as set out in Schedule 1 to this Deed.
Ratification Date means the date on which the Act referred to in clause 2 that amends the Roxby Downs (Indenture Ratification) Act 1982 and approves and ratifies the amendment of the Indenture and SML1 comes into operation.
SML1 means the Special Mining Lease granted under the Indenture on 22 May 1986 by the Governor of the State to ODC and others, as amended from time to time.
1.2Terms defined in the Indenture
Unless otherwise defined in clause 1.1, a term that is defined in the Indenture (as amended by this Deed) has the same meaning in this Deed.
1.3Rules for interpreting this Deed
Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this Deed, except where the context makes it clear that a rule is not intended to apply.
(a)
A reference to:
(i)
a party is to a party to this Deed and includes a successor in title, permitted substitute or a permitted assign of that party; and
(ii)
a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person.
(b)
A singular word includes the plural, and vice versa.
(c)
A word which suggests one gender includes the other genders.
(d)
If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
2.INITIAL OBLIGATIONS OF THE STATE AND THE MINISTER
The Minister shall cause the Government of the State, as soon as practicable after the execution of this Deed, to introduce into and sponsor in the Parliament of the State a Bill, in the form initialled by or on behalf of the parties, for an Act to be entitled the "Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 2011" which will, among other things, approve and ratify the amendment of the Indenture and SML1 as specified in this Deed. The Minister will endeavour to secure the passage of the Bill through the Parliament and have it come into operation as an Act on or before 20 December 2011 (or such later date as may be agreed by the Minister and ODC) (Sunset Date).
3.CONDITION PRECEDENT
3.1Act to amend the Ratification Act
Clauses 4 and 5 of this Deed will not come into operation unless and until the Bill referred to in clause 2, or a Bill on other terms agreed in writing by ODC and the Minister (and failure to agree is not arbitrable), 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).
3.2Result if Amendment Act fails
If the Bill referred to in clause 2, or a Bill on other terms agreed in writing by ODC and the Minister (and failure to agree is not arbitrable), is not passed by the Parliament of the State and does not come into operation as an Act on or before the Sunset Date, this Deed will thereupon cease and determine and none of the parties 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 pursuant to this Deed.
4.VARIATION OF THE INDENTURE AND SML1
4.1Variation of the Indenture
(a)
The parties acknowledge and confirm that, as a result of changes to their names and past assignments of rights and assumptions of obligations under the Indenture (which are referred to in the Recitals), they are the current parties to the Indenture and their details are correctly recorded for reference purposes under "Parties" in Schedule 1 to this Deed.
(b)
The statements set out in Schedule 1 to this Deed under "Recitals" are included in the Indenture with effect on and from the Variation Date in place of the existing recitals to the Indenture.
(c)
The clauses, schedules and annexures of the Indenture are amended and added to, with effect on and from the Variation Date, so far as is necessary (and only so far as is necessary), so that the clauses, schedules and annexures to the Indenture are as set out in Schedule 1 to this Deed.
(d)
Except as may otherwise be provided in the Indenture as amended in the manner agreed in this subclause, the variation and amendment of the Indenture as agreed in this subclause do not affect any right or obligation of any party that arises under the Indenture before the Variation Date.
4.2Variation of SML1
(a)
SML1 is amended with effect on and from the Variation Date in the manner set out in Schedule 2 to this Deed.
(b)
Except as may otherwise be provided in the Indenture as amended in the manner agreed in clause 4.1, the amendment of SML1 as agreed in this subclause does not affect any right or obligation of the State or ODC that arises under SML1 before the Variation Date.
4.3Effect of variations
(a)
Except as expressly agreed to be amended by this Deed, no amendment of the Indenture or SML1 is to be inferred or implied, and in all other respects the Indenture and SML1 are confirmed and remain in full force and effect.
(b)
All the rights of ODC, express or implied, to:
(i)
any land or to the grant of any land (including, in each case, any fee simple estate, lease, licence, right of way or easement or other tenure or estate in land);
(ii)
the use (including to the sole or exclusive use) of any land, infrastructure, facility or service (whether subject to conditions or otherwise); or
(iii)
undertake any activity to the exclusion of others or prevent or restrict any person from undertaking any activity,
under the Indenture or SML1 existing on the date of this Deed (Existing Rights) shall be preserved and no amendment or addition made to the Indenture or SML1 by this Deed shall diminish, limit, restrict or replace any of the Existing Rights, except to the extent that:
(iv)
a right is provided for in a provision of the Indenture or SML1 that is deleted by this Deed; or
(v)
the Indenture or SML1 contains an express provision that is inconsistent with the right.
5.VARIATION DATE
5.1Latest time for Variation Date
Subject to clause 5.2, the Variation Date must not be later than 12 months after the Ratification Date.
5.2Procedure to change time for Variation Date
The period between the Ratification Date and the Variation Date may be extended, in accordance with the following procedure:
(a)
ODC may give notice in writing to the Minister (by delivering the notice to the Minister's office at the time in Adelaide with a copy delivered to the Crown Solicitor's Office at the time in Adelaide) requesting an extension of the period as a result of an unforeseen change of economic, physical or other circumstances which ODC (in its discretion) decides will be materially adverse to the Project;
(b)
the Minister may thereupon determine (in his discretion), by instrument under the Ratification Act signed by the Minister, to extend the period for whatever extra time the Minister determines (in his discretion) is warranted by the circumstances;
(c)
the instrument must be laid on the Table of each House of the Parliament within 10 sitting days next following its signature by the Minister; and
(d)
either House may, within five sitting days of that House after the instrument has been laid before it, pass a resolution disallowing the instrument, but if after the last day on which the instrument might have been disallowed neither House has passed such a resolution the instrument (and the extension determined to be given pursuant to it) shall have effect from and after that last day, even if the period of 12 months referred to in clause 5.1 has already expired.
5.3Result if Variation Date does not occur
If the Variation Date does not occur within 12 months (or such longer period as is determined in accordance with clause 5.2) after the Ratification Date:
(a)
the amendment of the Indenture and SML1 will not take effect under clause 4;
(b)
this Deed will cease to have any effect; and
(c)
the parties in relation to the Project and any Subsequent Projects will continue to be governed by the Indenture and SML1 (and other documents entered into under or pursuant to the Indenture) as they presently apply, unless and until they may be varied or amended in the future.
6.GENERAL
6.1Applicable law
(a)
This Deed is governed by and shall be construed in accordance with the law for the time being applicable in South Australia.
(b)
Each party submits to the jurisdiction of the courts of South Australia, and of any court that may hear appeals from any of those courts, for any proceedings in connection with this Deed.
6.2Liability for expenses
Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Deed.
6.3Giving effect to this Deed
Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this document.
6.4Entire agreement
This Deed contains the entire agreement between the parties about its subject matter, being the amendment of the Indenture and SML1. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Deed and has no further effect.

SCHEDULE 1—AMENDED FORM OF THE INDENTURE

OLYMPIC DAM AND STUART SHELF

INDENTURE

TABLE OF CONTENTS

1.		Defined Terms
2.		Ambit of Indenture
3.		Initial Government Obligations [Intentionally omitted]
4.		Condition Precedent [Intentionally omitted]
5.		Investigative Activities
6.		Commitment to a Project
7.		Approvals
7A.		Environmental Authorisations
8.		Implementation of Projects
9.		Subsequent Projects
10.		Compliance with Codes
11.		Environmental Management Programme
11A.		Greenhouse Gas and Energy Management Plan
12.		Use of Local Professional Services, Labour and Materials
12A.		Availability of Diesel Fuel
13.		The Company's Water Requirements
14.		Roads
14A.		Workers' Village
15.		Airstrip and Related Facilities
16.		Railway Facilities
17.		Port
18.		Power
19.		Special Mining Leases
19A.		Pipeline Licence
20.		Special Exploration Licences [Intentionally omitted]
21.		Provision of Infrastructure
22.		Infrastructure Costs
23.		Establishment of Municipality
24.		Freehold Grants
24A.		Indemnity for Grants of Tenure
24B.		Town Normalization
25.		Special Buffer Zones
26.		Further Processing [Intentionally omitted]
27.		Leases, Licences, Easements and Rights of Way
28.		Major Development
29.		Rating
30.		No Resumption
30A.		Safety Net
31.		Resumption for the Purposes of this Indenture
31A.		Requested Land or Rights
32.		Royalties
32A.		Production of Non-minesite Product
32B.		Royalties in respect of Non-Minesite Product [Intentionally omitted]
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
42A.		Rehabilitation Bond
43.		Stamp Duty Exemption
44.		Residential Tenancies Act
45.		Trade Practices Act [Intentionally omitted]
46.		No Partnership
47.		Enforcement
48.		State Assistance and Support
49.		Arbitration
50.		Independent Expert [Intentionally omitted]
51.		Provisions Applicable to Special Tenements
52.		Derogating Legislation
53.		Extensions of Time
54.		Notices
55.		Consultation
56.		Variation
57.		Applicable Law
SCHEDULE 1—Special Water Licence
SCHEDULE 2—Special Mining Lease
SCHEDULE 3—Eligible Exploration Licence
SCHEDULE 4—Special Buffer Zone Lease (Mine)
SCHEDULE 5—Description of the Olympic Dam Area
SCHEDULE 6—Description of the Stuart Shelf Area
SCHEDULE 7—Indicative Offset Activities and Assessment Criteria
SCHEDULE 8—Special Buffer Zone Lease (Town)
SCHEDULE 9—Lease Terms
SCHEDULE 10—Easement in Gross Terms
SCHEDULE 11—Approved Form of Performance Bond
SCHEDULE 12—Approved Form of Parent Company Guarantee
Annexures—
Map A—[Intentionally omitted]
Map B—Stuart Shelf Area

THIS INDENTURE made the THIRD day of MARCH 1982
PARTIES
THE STATE OF SOUTH AUSTRALIA (the "State")
MINISTER FOR MINERAL RESOURCES DEVELOPMENT, the Minister administering the Roxby Downs (Indenture Ratification) Act 1982 a body corporate pursuant to the provisions of the Administrative Arrangements Act 1994 (the "Minister")
BHP BILLITON OLYMPIC DAM CORPORATION PTY LTD (ACN 007 835 761) (formerly Roxby Mining Corporation Pty Ltd and WMC (Olympic Dam Corporation) Pty Ltd) whose registered office is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria ("ODC")
BHP BILLITON NICKEL WEST PTY LTD (ACN 004 184 598) (formerly Western Mining Corporation Limited and WMC Resources Limited) whose registered office is situated at Rialto Tower, Level 29, 525 Collins Street, Melbourne, Victoria ("BHP Billiton Nickel West")
RECITALS
A.
On 3 March 1982, this Indenture was entered into between the State, the Minister, ODC, BHP Billiton Nickel West, BP Australia Limited (ACN 004 085 616) ("BPA") and BP Exploration Operating Company Limited (ACN 007 506 943) (formerly named BP Petroleum Development Limited) ("BPEO"), providing for, amongst other things, the establishment and development of certain of the State's mineral resources.
B.
This Indenture was ratified and approved and its implementation authorised by the Roxby Downs (Indenture Ratification) Act 1982.
C.
This Indenture, apart from certain specified provisions, came into effect on 21 June 1982, the date when the Roxby Downs (Indenture Ratification) Act 1982 received the assent of the Governor of the State.
D.
In May 1986, notice was given to the Minister of the decision to proceed with the Initial Project as then defined in this Indenture, as a joint venture with the shares of the participants being ODC 51%, BPA 36.5% and BPEO 12.5%.
E.
On 22 May 1986, the Governor of the State granted ODC, BPA and BPEO a Special Mining Lease for a term ending on 7 May 2036, in accordance with Clause 19(1) of this Indenture as then in force. The State granted an estate in fee simple in land subject to the Special Mining Lease (now Certificate of Title Volume 5140 Folio 575), in accordance with Clause 24(7) of this Indenture as then in force.
F.
With effect from 26 May 1986, the Governor of the State constituted the Municipal Council of Roxby Downs, pursuant to section 7 of the Local Government Act 1934 and Clause 23(1) of this Indenture as then in force (Gazette, 15 May 1986 p. 1254). On 10 November 1986, the Minister of Lands constituted the Town of Roxby Downs, pursuant to the Crown Lands Act 1929 (Gazette, 20 November 1986, p.1646).
G.
BHP Billiton Nickel West, BPA and BPEO did not select any areas within the Stuart Shelf Area, as contemplated by Clause 5(2) and the definition of "the Selected Areas" in Clause 1 of this Indenture as then in force, and as a result no Special Exploration Licences were issued under this Indenture.
H.
As part of the Initial Project, an airstrip and related facilities were constructed on freehold land granted by the State (now Certificate of Title Volume 5140 Folio 477), in accordance with Clause 15 of this Indenture as then in force.
I.
As part of the Initial Project, a new sealed public road was constructed from Pimba through the townsite of Roxby Downs to the minesite constructed on SML1, in accordance with Clause 14(2) of this Indenture as then in force.
J.
As contemplated by Clauses 18(5), 18(6) and 18(8) of this Indenture as then in force, the Commonwealth's power line running from Port Augusta to Woomera (the "Power Line") was acquired from the Commonwealth and extended from Woomera to Olympic Dam, and an additional power line and appurtenant works from Port Augusta to Olympic Dam (the "Additional Power Line") were constructed.

K.
On 8 April 1987, the Minister of Lands dedicated land for township purposes pursuant to Clause 24(1) of this Indenture as then in force (Gazette, 16 April 1987 p.1020). The dedication was resumed by the same Gazette notice.
L.
On 8 May 1987 and in accordance with Clause 36 of this Indenture as then in force, BPA and BPEO assigned to BP Minerals (Roxby Downs) Pty Ltd (ACN 000 009 816) ("BPMRD") all of their respective interests under the Indenture and in the joint venture referred to in Recital D.
M.
To facilitate the performance of the State's obligations under Clause 24(3) of this Indenture, the South Australian Government, pursuant to Part XIV of the Crown Lands Act 1929, has, since 1986, issued ODC and its predecessors under the Indenture with annual licences to occupy portions of the land described in the Gazette notices referred to in Recitals F and K, for the purpose of developing the townsite of Roxby Downs.
N.
On 6 June 1991, ODC and BPMRD submitted a Project Notice under Clause 9(2) of this Indenture as then in force in relation to a Subsequent Project consisting of the further development of the mine in the Olympic Dam Area and provision of associated infrastructure, facilities and services.
O.
On 31 March 1993 and in accordance with Clause 36 of the Indenture as then in force, BPMRD assigned to ODC all of its interests under the Indenture and in the joint venture referred to in Recital D.
P.
On 3 June 1993 and 14 January 1997, and in April 2001, ODC submitted Project Notices under Clause 9(2) of this Indenture as then in force in relation to Subsequent Projects consisting of the further development of the mine in the Olympic Dam Area and provision of associated infrastructure, facilities and services.
Q.
On 30 December 2005, 16 March 2006 and 4 January 2007, ODC submitted Project Notices under Clause 9(2) of this Indenture as then in force in relation to the production of Non-minesite Product.
R.
Pursuant to Clause 20(6) of this Indenture as then in force, the State granted exploration licences to BHP Billiton Nickel West over land within the Stuart Shelf Area. The successor exploration licences of these licences are—
(a)
exploration licence 3713, granted on 22 February 2007;
(b)
exploration licence 4356, granted on 29 October 2009; and
(c)
the subsequent exploration licence granted corresponding to exploration licence 3597 (granted on 7 July 2006 and which expired on 6 July 2011), which is the subject of exploration licence application 2011/00091.
S.
This Indenture has been amended by—
(a)
an agreement between the State, the Minister, ODC and BHP Billiton Nickel West, authorised and ratified by the Roxby Downs (Indenture Ratification) (Amendment of Indenture) Amendment Act 1996; and
(b)
a deed of amendment dated 29 September 1999 between the State, the Minister, ODC, BHP Billiton Nickel West, Flinders Power Pty Ltd and others, made pursuant to Clause 56(1) of this Indenture as then in force.
T.
The Roxby Downs (Indenture Ratification) Act 1982 has been amended by the Acts referred to in Recital S and by the Roxby Downs (Indenture Ratification) (Aboriginal Heritage) Amendment Act 1997, the Freedom of Information (Miscellaneous) Amendment Act 2001 and the Statutes Amendment (Personal Property Securities) Act 2011.
U.
The Company continues to operate a mine at Olympic Dam and provide associated infrastructure, facilities and services in accordance with this Indenture.
V.
The Company has proposed the development of an open pit mine and processing facilities at Olympic Dam and supporting infrastructure. The Company has obtained development authorisations under the Development Act 1993 for the following major components—
(a)
an open pit mine producing up to 72 million tonnes per annum of ore;
(b)
expansion of the existing on-site smelter capacity from around 400,000 tonnes of copper concentrate per annum to approximately 800,000 tonnes of copper concentrate per annum;
(c)
new concentrator and hydrometallurgical plants to process additional ore;
(d)
a 280 megalitre per day coastal desalination plant at Port Bonython on the Upper Spencer Gulf, to supply additional water to Olympic Dam via a 320 km pipeline connection;
(e)
a 270 km, 275 kV transmission line from Port Augusta to Olympic Dam;
(f)
an on-site 600 MW capacity power station to be supplied from a gas pipeline from Moomba to Olympic Dam;
(g)
a 105 km rail line to connect Olympic Dam to the national rail network near Pimba, to move product and supplies by rail instead of road;
(h)
a landing facility on the Upper Spencer Gulf near Port Augusta to unload equipment from barges, and an access corridor to a pre‑assembly yard on the north‑western outskirts of Port Augusta;
(i)
a new accommodation village for workers located between Roxby Downs and Andamooka;
(j)
a new airport located near the proposed new accommodation village, to replace the existing airport at Olympic Dam;
(k)
expansion of the Roxby Downs township, 14 km south of the mine, where most of the Olympic Dam's operational workforce lives; and
(l)
a new heavy industrial area to replace the existing Olympic Dam Village heavy industrial area in Charlton Road.
Decisions relating to progressing the establishment of an open pit mine and the particular configuration of the mine and supporting infrastructure will depend on factors including commercial considerations and other assessments undertaken by the Company.
W.
The State agreed to amend the Indenture on the basis of the benefits which the State expects to accrue to the South Australian economy and the community from the proposed development of an open pit mine at Olympic Dam, including royalty payments, workforce participation and development, local supplier participation, Aboriginal economic development and regional development.
X.
Health, Safety, Environment and Community ("HSEC") issues are of high importance to the Company. The Company's aspiration is that its operations under this Indenture will cause zero harm to members of the public, its workforce and the communities in which it operates, and that any environmental impact of those operations is minimised. The Company, in conjunction with the State, intends to continue to take adequate measures to safeguard the public, the workforce and the environment in relation to operations under this Indenture.
Y.
The parties have agreed to the provision of infrastructure, facilities and services for Projects, as required by this Indenture and as appropriate to the scale of the Company's operations up to the production of 1,500,000 tonnes per annum of contained copper in saleable Product, saleable Non‑mineral Product and associated by‑products.
Z.
It is agreed that if the Company discovers petroleum within the Olympic Dam Area or the Additional Olympic Dam Area or produces petroleum or petroleum products from those Areas, 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 and Geothermal Energy Act 2000.
ZA.
It is the intention of the State and the Company that this Indenture shall not be amended, nor shall the rights and privileges of the Company or the State be derogated from, other than by mutual consent and in accordance with the procedures specified in this Indenture or by amendment of the ratifying Act.
NOW THIS INDENTURE WITNESSES that the parties covenant and agree with each other as follows—

1.DEFINED TERMS

(1)
In this Indenture unless the context otherwise requires—
"Additional Olympic Dam Area" means the area specified in the Third Schedule;
"Additional Power Line" has the meaning given in Recital J;
"advise", "agree", "apply", "approve", "approval", "consent", "certify", "direct", "elect", "inform", "notice", "notify", "request" or "require", means, as applicable, advise, agree, apply, approve, approval, consent, certify, direct, elect, inform, notice, notify, request or require in writing;
"Arid Lands NRM Board" means the South Australian Arid Lands NRM Board established under the NRM Act;
"associated company" means—
(a)
any company or corporation which is notified to the Minister by the Company as an associated company which—
(i)
is promoted by the Company (or by a wholly owned subsidiary of the Company) for all or any of the purposes of a Project and in which the Company or such wholly owned subsidiary has not less than 20% of the issued share capital or some lesser percentage acceptable to the Minister; or
(ii)
is a related body corporate, within the meaning of the Corporations Act 2001 (Commonwealth), of the Company or of any company or corporation in which the Company or a wholly owned subsidiary of the Company holds not less than 20% of the issued ordinary share capital; or
(b)
any company or corporation approved by the Minister at the request of the Company;
"base quantity" has the meaning given in Clause 13(21);
"Clause" means a clause, sub-clause, paragraph or sub-paragraph of this Indenture;
"Commonwealth" means the Commonwealth of Australia and includes the Commonwealth Government for the time being;
"the Company" means ODC and includes its successors and permitted assigns;
"Eligible Exploration Licence" means exploration licence 3713 granted on 22 February 2007 (known as Wirrda Well) and includes any renewals or subsequent exploration licences granted in respect of that licence or over land comprised in that licence or any exploration licence held from time to time by the Company, BHP Billiton Nickel West, or an associated company over the area described in the Third Schedule;
"EMP" has the meaning given in Clause 11(1);
"Environmental Authorisation" means a Project Approval required under the Environment Protection Act 1993;
"EPA" means the Environment Protection Authority established under the Environment Protection Act 1993;
"Indenture" means this Indenture, whether in its original form or as from time to time supplemented, varied or amended;
"the Initial Project" means the project the subject of the notice referred to in Recital D, involving the construction, maintenance and operation of a mine in the Olympic Dam Area and the construction, acquisition, maintenance and operation of mining, treatment, transportation and other facilities, plant and equipment and infrastructure necessary or appropriate for the mining and treatment of ore, including a town and related and ancillary facilities for the workforce and their dependents and others engaged in the aforesaid mining and treatment and other activities;
"Manager" means a manager appointed pursuant to Clause 54(2);
"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 in the form, of the Fourth Schedule;
"minerals" means—
(a)
any naturally occurring deposit of metal or metalliferous ore, precious stones, 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 ore, or mineral that has been dumped or discarded in the course of mining operations or operations incidental thereto,
but does not include soil;
"the minesite" means the site of any mine or mines within the area of a Special Mining Lease;
"Minesite Ore" means ore extracted from lands comprised in a Special Mining Lease;
"the Mining Act" means the Mining Act 1971;
"the Minister" means the Minister in the Government of the State for the time being responsible (under whatever title) for the administration of the ratifying Act;
"month" means calendar month;
"the Municipality" means the municipality of Roxby Downs;
"Non-minesite Materials" means copper, gold, silver or any other mineral that is not Minesite Ore and does not originate from Minesite Ore, and whether it is in the form of ore or in any other form, and whether or not it originates from land 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 Company;
"non-potable water" means water other than potable water;
"Normalization Date" has the meaning given in Clause 24B(2);
"NRM Act" means the Natural Resources Management Act 2004;
"the Olympic Dam Area" means the area described in the Fifth Schedule;
"OD Project EIS" means the draft environmental impact statement and the supplementary environmental impact statement prepared by the Company under Division 2 of Part 4 of the Development Act 1993 in relation to the OD Project, delivered by the Company to the State in the months of May 2009 and May 2011 respectively;
"OD Project" means the proposed Project or Projects to which Recital V refers;
"OD (Stage 1) Project" means the first stage of the OD Project, comprising at least the development of an open pit mine to the production stage and all other works which are necessary preliminaries to the development of the mine;
"Outsourced Element" has the meaning given to that term in Clause 36(4)(a)(i);
"person" includes, in addition to a natural person, 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 and Geothermal Energy Act 2000;
"Pilot Plant" means any chemical or metallurgical plant which is not designed, intended or used for commercial production;
"Pimba Road" means the road referred to in Recital I;
"Pipeline Licence" means a pipeline licence granted, in accordance with Clause 19A, pursuant to the Petroleum and Geothermal Energy Act 2000 and the ratifying Act, and includes any new pipeline licence granted pursuant either to any agreement entered into pursuant to Clause 30A or to Clause 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;
"Power Line" has the meaning given in Recital J;
"private road" means a road, street or thoroughfare, including every carriageway, footpath, dividing strip and traffic island, which is owned or occupied by the Company or an associated company or which is constructed pursuant to this Indenture (other than, in any case, roads dedicated as public roads under Clause 14(8) or otherwise with the agreement of the Company);
"Product" means all saleable mineral production from a treatment plant and produced from Minesite Ore for the benefit of the Company;
"Project" means the Initial Project or a Subsequent Project;
"Project Approval" means any permit, consent, approval, authorisation, permission or determination of any kind whatever (including a determination that is required for obtaining the benefit of an exemption) that the Company or an associated company is required to obtain from the State or any of its instrumentalities, any statutory authority or any local government authority, to enable the Company or associated company to discharge its obligations or exercise its rights under this Indenture or to proceed with the implementation of a Project;
"Project Notice", in respect of a Project, means a notice given to the Minister of a decision to proceed with the Project pursuant to Clause 6(2);
"public road" means any road not being a private road;
"Ratification Date" means the date on which the Act that amends the ratifying Act to ratify and approve the amendments to this Indenture referred to in Recital W comes into operation;
"ratifying Act" means the Act referred to in Recital B;
"SA Water" means the South Australian Water Corporation established in accordance with the South Australian Water Corporation Act 1994;
"SML1" means the Special Mining Lease referred to in Recital E, as varied from time to time;
"SML1 Expanded Area" means, at any time, the land to which SML1 applies at that time in excess of the land for which SML1 was originally granted (on 22 May 1986);
"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, and includes any new Special Buffer Zone Lease granted pursuant either to any agreement entered into pursuant to Clause 30A or to Clause 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, and includes SML1, any Special Mining Lease granted under Clause 19(3), and any new mining lease granted pursuant either to any agreement entered into pursuant to Clause 30A or to Clause 30A(4), in each case, as varied, substituted or replaced from time to time;
"Special Tenements" means collectively all Special Mining Leases, Special Water Licences and Special Buffer Zone Leases, 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, and includes any new water licence granted pursuant either to an agreement entered into pursuant to Clause 30A or to Clause 30A(4);
"the Stuart Shelf Area" means the area bordered black on the plan annexed to this Indenture marked "Map B" and as more particularly described in the Sixth Schedule;
"Subsequent Project" means any project, other than the Initial Project, for mining of minerals in the Olympic Dam Area or an Additional Olympic Dam Area, or the treatment of minerals extracted from any of those areas, and ancillary and related activities, including infrastructure, and includes, without limitation, any material expansion or other material variation of a Project, and also includes the production of Non-minesite Product and ancillary and related activities, including infrastructure, always both in conjunction with a Project for the production of Product and in accordance with Clause 32A;
"SWL A" means the Special Water Licence granted by the Governor of the State on 22 May 1986 and any renewals of that Special Water Licence;
"SWL B" means the Special Water Licence granted by the Governor of the State on 30 November 1995 and any renewals of that Special Water Licence;
"the town" means the town declared pursuant to Clause 24(1) as then in force (the town of Roxby Downs) and developed primarily by or at the direction of the Company as the principal housing area for the workforce and includes all necessary services and facilities and commercial areas in connection with the principal housing area;
"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;
"the townsite" means the site on which the town is to be or is situated;
"the Townsite Land" means the land that was the subject of the dedication referred to in Recital K, as extended, reduced or substituted from time to time pursuant to Clause 24(1);
"treatment plant" means a plant (other than a Pilot Plant) located on SML1 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;
"Variation Date" means the date on which the Minister publishes a notice in the Gazette stating that he or she has received a Project Notice for the OD (Stage 1) Project;
"the Water Minister" means the Minister in the Government of the State for the time being responsible for the administration of the NRM Act.
(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 or a Law, unless otherwise specifically expressed, includes the amendments to that Act or Law for the time being in force and also any Act or Law passed in substitution for or in lieu of that Act or Law, and the regulations and by‑laws for the time being in force under the Act or Law;

(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;
(f)
where reference is made to the Consumer Price Index or CPI, 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. If the Bureau ceases at any time to publish the Consumer Price Index, the Company and the Minister shall confer and agree upon the adoption of another suitable index or standard;
(g)
where reference is made to the Commonwealth of Australia Bond Rate, such reference shall be to the theoretical yield on a non brokerage basis for non rebate bonds based on the average for the week centred on the last Wednesday of the month of June for Commonwealth Government Bonds with a maturity nearest to 10 years after the relevant month of June as currently quoted in the monthly Reserve Bank of Australia Bulletin; and
(h)
reference to a party to this Indenture or other person includes a successor in title, permitted substitute or a permitted assign of that party or person.
(3)
The Schedules and annexures to this Indenture form part of this Indenture. Should any inconsistency arise between a provision of a Schedule or an annexure and a provision of Clauses 1 to 57 of this Indenture, the latter shall prevail.

2.AMBIT OF INDENTURE

The scope and purpose of this Indenture is to provide comprehensively between the State and the Company for existing and future mining developments in the Olympic Dam Area and the area of any Special Mining Lease which may be granted within the Additional Olympic Dam Area, and for associated treatment and transportation facilities and related infrastructure.

3.INITIAL GOVERNMENT OBLIGATIONS

[Intentionally Omitted]

4.CONDITION PRECEDENT

[Intentionally Omitted]

5.INVESTIGATIVE ACTIVITIES

(1)
The Company may, from time to time, conduct field, engineering and office studies and take other action to enable it to—
(a)
define the limits and reserves of mineralisation within the Olympic Dam Area and the Additional Olympic Dam Area; and
(b)
evaluate all aspects (and in particular, the geological, economic, engineering, mining, environmental, metallurgical treatment and marketing aspects) of the development of that mineralisation,
including, without limitation, activities relating to—
(c)
investigation and research into new technologies for present and future operations; and
(d)
investigation of necessary supporting infrastructure.
(2)
For the avoidance of doubt, no Project Notice is required in connection with studies and other actions and activities under this Clause 5.
(3)
This Clause 5 does not affect any applicable requirements of the Eligible Exploration Licence or the Mining Act in relation to activities within the Additional Olympic Dam Area.

6.COMMITMENT TO A PROJECT

(1)
The Company shall provide the Minister with a Project Notice in relation to the OD (Stage 1) Project as soon as reasonably practicable after the board of directors approves that Project.
(2)
If the Company decides to proceed with a Project, it shall, subject to the terms of this Indenture, notify the Minister of its decision with respect to proceeding with the Project and, within two months after that notice, shall provide to the Minister details in respect of all matters covered by the notice, including, as appropriate—
(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 Clause 6(3);
(b)
advice of its being satisfied that suitable arrangements can be made for the financing of the Project; and
(c)
advice of its readiness to embark upon and proceed to implement the Project.
(3)
The details to be advised to the Minister pursuant to Clause 6(2)(a) are details in respect of all matters covered by the relevant notice and such of the following matters as the Company and the Minister may agree—
(a)
the mining and all stages of treatment of Minesite Ore or all stages of treatment of Non-minesite Materials including the tonnages of Minesite 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 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 Company;
(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)
measures to be taken in respect of the Company's operations in respect of the 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 Company considers to be relevant.
(4)
The details furnished pursuant to Clause 6(3) may be submitted separately and in any order as to the matters referred to in Clauses 6(3)(a) to 6(3)(r) and may from time to time be varied or amended by the Company.
(5)
Use of Existing Infrastructure—The details furnished to the Minister pursuant to Clause 6(3) may, instead of providing for the construction of new facilities of a kind referred to in that Clause, provide for the use by the Company, upon reasonable terms and conditions, of any existing facilities of that kind.
(6)
The Company 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 matters referred to in Clauses 6(3)(a) to 6(3)(r).

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 Clause 23(2A), the application for any Project Approval (other than an Environmental Authorisation) may, in the discretion of the Company, be made to the Minister.
(2)
Every application pursuant to Clause 7(1) 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 its receipt, the Minister shall do one of the following—
(a)
approve the application without qualification or reservation; or
(b)
require, as a condition of the giving of his approval to the application, that the applicant comply with such conditions as he (having regard to the circumstances, including the overall development of the relevant Project 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 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 Clause 6(2) or 6(4) 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, including where an application is made before a Project Notice is given in respect of a Project, 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 Clause 7(2)(b) or 7(2)(c), 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 7 shall apply to any such new or revised application.
(5)
The Company may, pursuant to Clause 7(1), seek any number of Project Approvals (whether under one Act or any number of Acts) at any one time or as part of one application, and the Minister may deal with them in accordance with the provisions of this Clause.
(6)
Minister's Decision Subject to Arbitration—If, in respect of any application made pursuant to Clause 7(1)—
(a)
the decision of the Minister is as mentioned in Clause 7(2)(b) and the applicant considers that any condition is unreasonable; or
(b)
the decision of the Minister is as mentioned in Clause 7(2)(c) 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 Clause 7(3),
the applicant, within two months of receipt of the notice mentioned in Clause 7(3) or (as applicable) of the expiration of the time specified in that Clause, may refer—
(i)
the reasonableness of the condition; or
(ii)
the reasonableness of the refusal; or
(iii)
the application for the Project Approval in question,
as applicable, to arbitration in the manner provided in Clause 49.

7A.ENVIRONMENTAL AUTHORISATIONS

(1)
Notwithstanding any provision of the Environment Protection Act 1993, any other Act, or any regulation, by-law or rule of law to the contrary, but subject always to the provisions of the ratifying Act, the application for any Environmental Authorisation may, in the discretion of the Company, be made to the EPA pursuant to this Clause 7A.
(2)
Every application pursuant to Clause 7A(1) shall be in the form and provide the information and details required by the Environment Protection Act 1993 and the regulations and other statutory instruments under it, and on its receipt the EPA shall do one of the following—
(a)
approve the application without qualification or reservation; or
(b)
require, as a condition of the giving of its approval to the application, that the applicant comply with such conditions as the EPA (having regard to the circumstances, including the overall development of the relevant Project and the factors which would normally be taken into account in respect of such an application) considers reasonable, and in such a case the EPA shall disclose its reasons for such conditions; or
(c)
refuse the application (having regard to the circumstances, including the overall development of the relevant Project and the factors which would normally be taken into account in respect of such an application), and in such a case the EPA shall disclose its reasons for such refusal.
(3)
The EPA shall—
(a)
where details in respect of the subject matter of an application have previously been supplied to the Minister pursuant to Clause 6(2) or 6(4) 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, including where an application is made before a Project Notice is given in respect of a Project, within four months of the receipt of an application,
give notice to the applicant of the EPA's decision in respect of the application.
(4)
Consultation—If the decision of the EPA is as mentioned in Clause 7A(2)(b) or 7A(2)(c)—
(a)
the EPA shall afford both the applicant and the Minister full opportunity to consult with the EPA;
(b)
the Minister shall afford the applicant full opportunity to consult with him; and
(c)
the EPA shall afford the applicant full opportunity, should the applicant so desire, to submit new or revised applications, either generally or in respect to some particular matter, and the provisions of this Clause 7A shall apply to any such new or revised application.
(5)
EPA's Decision Subject to Arbitration—If, in respect of any application to which Clause 7A(1) applies—
(a)
the decision of the EPA is as mentioned in Clause 7A(2)(b) and the applicant considers that any condition is unreasonable; or
(b)
the decision of the EPA is as mentioned in Clause 7A(2)(c) and the applicant considers that such decision is unreasonable; or
(c)
the EPA fails to give notice to the applicant of its decision within the time specified in Clause 7A(3),
the applicant, within two months of receipt of the notice mentioned in Clause 7A(3) or (as applicable) of the expiration of the time specified in that Clause, may refer—
(i)
the reasonableness of the condition; or
(ii)
the reasonableness of the refusal; or
(iii)
the application for the Environmental Authorisation in question,
as applicable, to arbitration in the manner provided in Clause 49.
(6)
As an alternative to arbitration under Clause 7A(5), the applicant may appeal to the Environment, Resources and Development Court in connection with an Environmental Authorisation in the circumstances contemplated by and in accordance with the Environment Protection Act 1993.
(7)
Without limiting the provisions of Clause 7A(2) or the Environment Protection Act 1993, in determining whether to approve or refuse an application for an Environmental Authorisation under Clause 7A or the term or conditions of an Environmental Authorisation—
(a)
the EPA shall, in addition to the circumstances specified in Clauses 7A(2)(b) and 7A(2)(c), have regard to any report, assessment, environmental impact statement, public environmental report, development report, assessment report, development authorisation or other document or requirement under the Development Act 1993 or Clause 28 relevant to a project or development in connection with which the Environmental Authorisation is required; and
(b)
where the Company has been granted a development approval or authorisation pursuant to the Development Act 1993 or Clause 28 authorising a development or project in connection with which an Environmental Authorisation required, the EPA may not, on due application for that Environmental Authorisation, refuse to grant the Environmental Authorisation.

8.IMPLEMENTATION OF PROJECTS

The Company shall, upon a Project Notice being given in respect of a Project, implement or cause to be implemented the 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 in this Indenture, the obligations of the parties in respect of the provision of, or payment for the provision of, infrastructure, facilities and services are limited to the infrastructure, facilities and services appropriate to that required for production at minesites of 1,500,000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by‑products. In the event that production at minesites is planned to exceed that tonnage, the Company 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 Clause 29(4)). A failure to agree on these matters shall not be arbitrable.
(2)
If the Company requires the provision of infrastructure, facilities and services in excess of what is appropriate to the production at the minesites of 750,000 tonnes per year of contained copper in saleable Product, saleable Non-minesite Product and associated by-products, then, to the extent the provision of the additional infrastructure, facilities and services is the obligation of the State under this Indenture, the Minister shall notify the Company of the cost for the State to provide the infrastructure, facilities and services and if the Company agrees to pay those costs, the State shall provide the infrastructure, facilities and services and those costs shall be borne by the Company (and to avoid doubt, the State is not required to provide the infrastructure, facilities or services if the Company does not agree to pay those costs).

10.COMPLIANCE WITH CODES

(1)
Notwithstanding any other provision of this Indenture, in relation to each Project, the Company shall observe and comply with the following codes, standards and recommendations, including any amendments or substituted codes, standards or recommendations—
(a)
"Code of Practice and Safety Guide for Radiation Protection and Radioactive Waste Management in Mining and Mineral Processing 2005", (Radiation Protection Series Publication No. 9) published in 2005 by the Australian Radiation Protection and Nuclear Safety Agency;
(b)
"Code of Practice for the Safe Transport of Radioactive Material 2008", (Radiation Protection Series Publication No. 2) published in 2008 by the Australian Radiation Protection and Nuclear Safety Agency;
(c)
Recommendations for "Intervention in Emergency Situations involving Radiation Exposure", (Radiation Protection Series Publication No. 7) published by the Australian Radiation Protection and Nuclear Safety Agency;
(d)
"Recommendations for Limiting Exposure to Ionizing Radiation" (1995) and "National Standard for Limiting Occupational Exposure to Ionizing Radiation" (republished in 2002), (Radiation Protection Series Publication No. 1) published by the Australian Radiation Protection and Nuclear Safety Agency;
(e)
Publications issued from time to time by the Australian Radiation Protection and Nuclear Safety Agency (or its successor) as part of the Radiation Protection Series of Publications (or any series that replaces it); and
(f)
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 Clause 10(1), the Company shall, at all times, use its 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 103 of 1997) 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 Clause 10(1), the Company shall comply with that provision.
(4)
The State shall not, in relation to a Project, seek to impose on the Company 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 and recommendations referred to in Clause 10(1).

11.ENVIRONMENTAL MANAGEMENT PROGRAMME

(1)
Within 12 months (or any longer period reasonably required or otherwise agreed by the Minister) after giving a Project Notice in respect of a Project, the Company shall submit to the Minister a 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 the programme (as varied from time to time in accordance with this Clause 11, an "EMP").
(2)
An EMP may set out an outcomes based regulatory regime that provides for—
(a)
a set of outcomes and a set of objective criteria for measuring the achievement of those outcomes as the basis for compliance; and
(b)
the implementation of appropriate monitoring or management systems in relation to the outcomes.

19.
The Lessee may assign the Lease in accordance with the Indenture.
20.
All plant, machinery, equipment, fixtures, fittings and other items brought onto the Site by or on behalf of the Lessee, or any party claiming through the Lessee, shall as between the Lessor and the Lessee remain the property of the Lessee and the Lessee shall be entitled to remove those items during and within a reasonable period after the Term ends.
21.
Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) have the same meaning in this clause unless the context otherwise requires. If GST is or will be payable on a supply made under or in connection with this Lease, to the extent that the consideration otherwise provided for that supply under this Lease is not stated to include an amount in respect of GST on the supply—
(a)
the consideration otherwise provided for that supply under this Lease is increased by the amount of that GST; and
(b)
the recipient shall make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, shall be paid or provided or, if the consideration has already been paid or provided, within 7 days of receiving a written demand from the supplier.
The right of the supplier to recover any amount in respect of GST under this Lease on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient within the time period within which the recipient is otherwise entitled to the relevant input tax credit.
22.
The Lessee shall register this Lease with the Lands Titles Office (SA) and the Lessor shall do all things necessary to assist the Lessee to register the Lease, including producing any duplicate Certificate of Title, at its own cost and expense.
23.
Clauses 1(2), 35, 39, 41, 42, 46, 54 and 57 of the Indenture shall apply mutatis mutandis to this Lease, and, where required, references for the purposes of this Lease to "this Indenture" shall be replaced by references to this Lease and all defined terms shall be construed accordingly.
24.
The Lessee shall use, possess and enjoy the Site at its risk in all things, except to the extent any accident, damage, loss, death, injury, cost or expense is caused or contributed to by the Lessor or its employees or agents.
25.
The Lessee indemnifies the Lessor against liability or loss arising from any damage, loss, injury or death to the extent caused or contributed to by the Lessee's activities at and use of the Site except to the extent the liability or loss is caused or contributed to by the Lessor or its employees or agents.
26.
Pursuant to section 262 of the Real Property Act 1886, the operation of Sections 124 and 125 of the Real Property Act 1886 is expressly negatived and shall not be implied as a power of the State of South Australia (the "Lessor") in respect of this Lease.
27.
The operation of subsection 4(1) of the Landlord and Tenant Act 1936 is expressly negatived and shall not be implied as a power of the Lessor in respect of this Lease.
In this Lease, unless the context otherwise requires, terms defined in the Indenture have the same meaning in this Lease and—
"GST" includes an amount an entity is notionally liable to pay as GST or an amount which is treated as GST under the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
"Input Tax Credit" includes any notional input tax credit.
"Lessee's Employees" means the Lessee's employees, agents, contractors, subcontractors, invitees, licensees and servants and any person claiming through or under the Lessee.
"Infrastructure" means the infrastructure described in the Reference Schedule.
"Permitted Use" means the permitted use described in the Reference Schedule.
"Site" means the land shown as shaded and marked "Lease Area" on the plan in Annexure A and all improvements on that land.
"Term" means as prescribed for the relevant lease in the Indenture.
ANNEXURE A
PLAN OF SITE
[Insert plan of site]
REFERENCE SCHEDULE
INFRASTRUCTURE
PERMITTED USE

TENTH SCHEDULE

EASEMENT IN GROSS—TERMS

[Each easement shall be subject to such amendments and other conditions as may be necessary relating to issues specific to the Site (but such amendments and conditions must be consistent with the Grantee's development authorisation and the Permitted Purpose).]

The State shall transfer and grant to the Company (the "Grantee", which expression shall include its respective successors and assigns) and the Grantee accepts the Easement on the terms and conditions below subject to the provisions of the Indenture, which Easement comprises full and free right and liberty for the duration of the Term to and for the Grantee—
1.
by the Grantee's Employees, with or without vehicles, from time to time and at all times after the date of execution of this document, to enter upon the Easement Land or any part of the Easement Land for all or any of the Permitted Purposes and to remain on and occupy the Easement Land at all times and for so long as necessary, including, without limitation, for the Permitted Purpose;
2.
from time to time and at all times after the date of execution of this document to use the Apparatus; and
3.
to exclude any person from the Easement Land where and to the extent it is reasonably required for the Permitted Purposes and the State, where and to the extent it is able to do so, shall provide all reasonable assistance to the Grantee, upon request, in order to ensure the exclusion of such third parties.
It is agreed and declared as follows—
4.
The parties acknowledge that the Easement created by this document in the Grantee's favour is pursuant to Section 41A(1) of the Law of Property Act 1936 notwithstanding that the Easement is not appurtenant to any other land.
5.
The Grantee shall pay the Consideration to the State within 60 days of receipt of a notice in writing from the Minister requesting it to do so.
6.
The State covenants—
(a)
not to do anything without the Grantee's written consent (acting reasonably) on each occasion, which does, or may be likely to, prevent or hinder the proper exercise by the Grantee of its rights under the Easement; and
(b)
not to confer any rights or authorise a person to do or omit to do anything which is inconsistent with the Grantee's rights under the Easement.
7.
The Grantee is not responsible for any contamination or environmental conditions at the Easement Land existing at the Variation Date or arising subsequently except to the extent caused by the Grantee. Except as provided by law, the State is not responsible for any contamination or environmental conditions on the Easement Land.
8.
The State may enter upon and use the Easement Land but not in a manner which does, or may be likely to, prevent or hinder the proper exercise by the Grantee of its rights under the Easement. In entering upon and using the Easement Land, the State shall not damage or otherwise interfere with the Apparatus, the maintenance by the Grantee of the Apparatus or any of the rights granted to the Grantee.
9.
The State has no property or interest in the Apparatus and the Apparatus shall be and will remain the property of the Grantee. The Grantee shall have the right to remove the Apparatus from the Easement Land at any time.
10.
The Grantee may (but is not obliged to) erect a fence and any gate or gates in any fence over any part of the Easement Land as may be necessary or desirable to protect an element of the Grantee's Apparatus or for the safety of any person during the continuance of the Permitted Purpose. This clause is not intended to permit the fencing of the whole of the Grantee's Apparatus unless required by law or approved by the Minister.
11.
The Grantee may place any signs on the Easement Land that it deems necessary.
12.
The Grantee shall register this document with the Lands Titles Office (SA) and the State shall do all things necessary to assist the Grantee to register the Easement, including producing any duplicate certificate of title, at its own cost and expense. No party shall take action to remove the registration of the Easement during the Term.
13.
Neither party ("First Party") shall transfer, assign or otherwise dispose of any interest in the Easement Land unless the transferee or the assignee (as the case may be) enters into a deed with the other party to the Easement ("Second Party") and the First Party, in a form acceptable to the Second Party, covenanting to be bound by the Easement (but no such deed, or any consent of the Second Party, shall be required in the case of a transfer or assignment by the State to any other Minister or to any agency or instrumentality of the Crown in the right of the State of South Australia, whether by operation of law or otherwise).
14.
The Grantee may assign, transfer or otherwise dispose of its interest in the Easement pursuant to the Indenture.
15.
Without limiting the State's rights pursuant to Clause 41(1) of the Indenture in relation to any breach, this Easement shall not be terminated by the State for any reason, including for the avoidance of doubt, default, repudiation or fundamental breach by the Grantee. In the event of default, repudiation or fundamental breach by the Grantee, the State acknowledges that its sole right or remedy will be an action in damages.
16.
Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) have the same meaning in this clause unless the context otherwise requires. If GST is or will be payable on a supply made under or in connection with this document, to the extent that the consideration otherwise provided for that supply under this document is not stated to include an amount in respect of GST on the supply—
(a)
the consideration otherwise provided for that supply under this document is increased by the amount of that GST; and
(b)
the recipient shall make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, shall be paid or provided or, if the consideration has already been paid or provided, within 7 days of receiving a written demand from the supplier.
The right of the supplier to recover any amount in respect of GST under this document on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient within the time period within which the recipient is otherwise entitled to the relevant input tax credit.
17.
This Easement may only be varied or amended by agreement in writing signed by the parties.
18.
Clauses 1(2), 35, 39, 41, 42, 46, 54 and 57 of the Indenture shall apply mutatis mutandis to this Easement, and, where required, references for the purposes of this Easement to "this Indenture" shall be replaced by references to this Easement and all defined terms shall be construed accordingly.
19.
In this document, unless the context otherwise requires, terms defined in the Indenture have the same meaning in this document and—
"Apparatus" means the apparatus described in the Reference Schedule.
"Consideration" means the amount described as consideration in the Reference Schedule.
"Easement" means the easement in gross granted under this document.
"Easement Land" means that part of the land shown as shaded and marked "Easement Area" on the plan in Annexure A and all improvements on that land.
"Grantee's Employees" means the Lessee's employees, agents, contractors, subcontractors, invitees, licensees and servants and any person claiming through or under the Lessee.
"GST" includes an amount an entity is notionally liable to pay as GST or an amount which is treated as GST under the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
"Input Tax Credit" includes any notional input tax credit.
"Permitted Purpose" means the permitted purpose described in the Reference Schedule.
"Term" means the term determined in accordance with the Indenture.

ANNEXURE A
EASEMENT LAND
[Insert]
REFERENCE SCHEDULE
CONSIDERATION$1 for the entire Term (exclusive of GST)
APPARATUS
PERMITTED PURPOSE
(a)
constructing, extending, maintaining, operating, altering, improving, replacing, or removing the Apparatus, and doing any and all things necessary for, and ancillary to, constructing, extending, maintaining, operating, altering, improving, replacing or removing the Apparatus, including, without limitation, the following—
(i)
make surveys and take levels of the Easement Land as it thinks fit;
(ii)
break the surface of and dig, open up and use the Easement Land for the purpose of suspending cables or constructing supports;
(iii)
suspend cables across the Easement Land and construct supports for those cables;
(iv)
alter the position of any infrastructure within, on or under the Easement Land;
(v)
clear and keep the Easement Land clear of trees, shrubs, vegetation and other growth;
(vi)
remove timber, vegetation, soil, earth, gravel and stone upon the Easement Land;
(vii)
set up, lay down, establish, maintain, utilise and operate and at any time, inspect, service, cleanse, maintain, repair, replace, alter or remove the Apparatus; and
(viii)
open and break up the soil of the Easement Land and excavate and sink trenches for the purpose of constructing, extending, maintaining, altering or improving the Apparatus; and
(b)
[insert]

ELEVENTH SCHEDULE

APPROVED FORM OF PERFORMANCE BOND

Guarantee No.

By:	[insert name of issuing entity]
Attention: [insert] shall include address
To:	State of South Australia

In consideration of the State of South Australia (the Favouree) accepting this undertaking in connection with the Indenture dated 3 March 1982 (as subsequently amended) between the Favouree, BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761 (Company), the Minister of Mineral Resources Development (the Minister) and BHP Billiton Nickel West Pty Ltd, relating to the Olympic Dam Project (the Project) and at the request of the Company [insert details of issuing entity as applicable] (the Financial Institution) unconditionally undertakes to pay on presentation of the documents described below (the Documents) any sum or sums which may from time to time be demanded by the Favouree up to a maximum aggregate sum of [insert] Australian Dollars (the Sum).

This undertaking is to continue until the first to occur of—

(a)
[insert expiry date];
(b)
the Financial Institution receiving written notification from the Favouree that the Sum is no longer required by the Favouree;
(c)
this undertaking being returned to the Financial Institution; or
(d)
payment to the Favouree by the Financial Institution of the whole of the Sum.

Should the Financial Institution be presented at the address specified above, or such alternative address as the Financial Institution has notified to the Favouree, with—

(i)
a notice in writing purporting to be signed for and on behalf of the Favouree that the Favouree demands payment to be made of the whole or any part of the Sum; and
(ii)
a notice purporting to be signed by the Minister which states that the Favouree is making a demand on this undertaking under the Indenture and attaches a notice purportedly given by the Favouree under Clause 42A(6) of the Indenture,

it is unconditionally agreed that such payment will be made by the Financial Institution to the Favouree forthwith, without reference to the Company and notwithstanding any notice given by the Company to the Financial Institution not to pay the same.

The Financial Institution shall not in any circumstances enquire into any of the matters stated in the notice referred to in paragraph (ii) above.

This undertaking is governed by the laws of [South Australia/England/other agreed place].

Dated at [insert] this day

of 20 .

[Insert signature block for Financial Institution]

TWELFTH SCHEDULE

APPROVED FORM OF PARENT COMPANY GUARANTEE

PARENT COMPANY GUARANTEE
DATE
PARTIES
State of South Australia (State)
BHP Billiton Limited
ABN 49 004 028 077 (Guarantor)
OPERATIVE PROVISIONS
1.DEFINITIONS
The following definitions apply in this document. Capitalised terms used but not defined in this document have the meaning given to them in the Indenture. Clause 1(2) of the Indenture applies to this document as if incorporated into this document, with any necessary modifications.
"Company" means BHP Billiton Olympic Dam Corporation Pty Ltd ACN 007 835 761.
"Indenture" means the Indenture dated 3 March 1982 (as subsequently amended) between the State, the Company, the Minister and BHP Billiton Nickel West Pty Ltd relating to the Olympic Dam Project.
"Maximum Amount" means, at any date, the lower of—
(a)
$[●]; and
(b)
an amount equal to 50% of the Base Value as at that date.
"Taxes" means all present and future taxes, levies, imposts, deductions, charges, fees and withholdings, together with any related interest, penalties, fines and expenses in connection with them.
2.GUARANTEE
2.1Obligations guaranteed
Subject to clauses 2.3(b), 2.5 and 4.3, the Guarantor guarantees to the State the due and proper performance by the Company of the Rehabilitation Obligations.
2.2Consequences of Company's defaults
If the Company defaults in the due and proper performance of the Rehabilitation Obligations, the Guarantor must, subject to clauses 2.3(b), 2.5 and 4.3—
(a)
indemnify the State against all reasonable costs that the State incurs directly as a result of remedying that default; and
(b)
pay the amount of those reasonable costs on demand to, or as directed by, the State.
2.3Nature of obligations and enforcement
(a)
The Guarantor's obligations in this document are principal obligations, and not ancillary or collateral to any other right or obligation.
(b)
The State must not make a demand under this document unless and until the State is permitted to do so under Clause 42A (Rehabilitation Bond) of the Indenture.
(c)
Subject to clause 2.3(b), the State may enforce the Guarantor's obligations in this document without the State first making any demand or taking any action or proceedings to enforce its rights or remedies against the Company or any other person.
2.4Continuity and preservation of Guarantor's obligations
Subject to clause 4.3, this document is a continuing guarantee. The Guarantor's obligations in this document are absolute, unconditional and irrevocable. The liability of the Guarantor under this document extends to and is not affected by the grant of any time or indulgence to the Company or by any circumstance, act or omission which, but for this clause 2.4, might otherwise affect it at law or in equity and the Guarantor irrevocably waives any right it may have to claim that its liability has been so affected.
2.5Limitation on Guarantor's liability
This document is security for all the Rehabilitation Obligations, but the State is not entitled to recover under this document in aggregate more than the Maximum Amount as at the date of the demand made by the State under this document.
3.GST
3.1Interpretation
(a)
"GST" has the meaning given to that term in the GST Law and includes any other goods and services tax or any tax applying in a similar way
(b)
"GST Law" means A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) and includes any other Acts which impose GST.
(c)
Except where the context suggests otherwise, terms used in this clause 3 have the meanings given to those terms by the GST Law.
(d)
Any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 3.
(e)
Any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 3.
3.2GST Exclusive
All amounts referred to in, or required to be paid under, this document, unless otherwise stated, are exclusive of GST.
3.3Reimbursement and similar payments
Any payment, indemnity, compensation or reimbursement required to be made under this document that is calculated by reference to a cost, expense, liability or other amount paid or incurred by a person will be limited to the total cost, expense, liability or amount less the amount of any input tax credit to which that person is entitled in respect of the cost, expense, liability or amount.

3.4GST Payable
(a)
If GST is payable in relation to a supply made under or in connection with this document then any person (Recipient) that is required to provide consideration to another person (Supplier) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as any other consideration is to be first provided for that supply.
(b)
The Supplier must provide, as a precondition for payment by the Recipient of the GST, a tax invoice to the Recipient.
3.5Adjustment of GST
If the amount paid by the Recipient to the Supplier in respect of GST (whether because of an Adjustment or otherwise)—
(a)
is more than the GST on the relevant Supply, then the Supplier will refund the excess to the Recipient to the extent that the Supplier is entitled to a refund of the GST from the Commissioner of Taxation; or
(b)
is less than the GST on the relevant Supply, then the Recipient will pay the deficiency to the Supplier.
The Supplier or Recipient as applicable, must pay the refund, credit or further amount within 10 business days after becoming aware of the variation in the amount of GST payable. If an Adjustment has occurred, the Recipient is not obliged to pay any amount under clause 3.5(b) unless and until it receives an Adjustment Note.
3.6Survival
This clause 3 survives the termination of this document.
4.GENERAL
4.1Demand by the State
A demand by the State under this document must be signed by the Minister or any person acting under the authority of the Minister and served on the Guarantor at its address shown below. If posted, with the postage prepaid, the demand will be conclusively taken to have been served in the ordinary course of post but in any event not later than three business days after posting.
4.2Address for notices
A person's address and fax number are those set out below, or as the person notifies the sender—

Guarantor
Address:	[•]
Fax number:	[•]
Attention:	[•]
State
Address:	[•]
Fax number:	[•]
Attention:	[•]

4.3Termination
(a)
The Guarantor's obligations under this document may be terminated by the Guarantor or the Company giving 60 days' written notice to the State. The Guarantor's obligations will terminate on the date of expiry of the notice period, except any obligation which has accrued before the termination takes effect.
(b)
The Guarantor's obligations under this document will automatically terminate if—
(i)
substantive mining has ceased on the Special Mining Lease and the Company has complied with all Rehabilitation Obligations;
(ii)
the Company assigns the whole of its interest in the Project; or
(iii)
the Indenture is terminated unless—
(A)
the State determines within two months that mining is to be discontinued permanently and the mine is to be rehabilitated by the Company in accordance with clause 42(1)(c) of the Indenture; or
(B)
the Company elects to satisfy its obligations under the Mining Act to provide any performance bond or other security in connection with a mine by complying with the provisions of Clause 42A of the Indenture.
(c)
At the written request of the Guarantor, the State must promptly give a formal discharge of this document if the Guarantor's obligations under this document are terminated under this clause 4.3.
4.4No set-off or deduction
All payments by the Guarantor to the State under this document must be free of any set-off or counterclaim, and without deduction or withholding for or on account of any present or future Taxes, unless the Guarantor is compelled by law to make any deduction or withholding. If the Guarantor is compelled by law to make any deduction or withholding for or on account of any present or future Taxes (not being Taxes on the overall net income of the State), then the Guarantor must—
(a)
pay to the State any additional amounts necessary to enable the State to receive (after all deductions and withholdings for those Taxes) a net amount equal to the full amount which would otherwise be payable to the State if no deduction or withholding was required to be made;
(b)
promptly (and within the time prescribed by law) pay to the relevant taxing authority the amount of those Taxes which it is compelled by law to deduct or withhold, and on demand by the State indemnify the State for any Taxes and interest or penalties to which the State may become liable consequent on the failure of the Guarantor to pay those Taxes; and
(c)
deliver to the State, promptly on request from the State, a copy of any receipt issued by the relevant taxing authority on payment of those Taxes.
4.5Amendment
This document can only be amended or replaced by another document signed by the parties.
4.6Governing law
This document is governed by the laws of South Australia.
EXECUTED as a deed
[Insert signature blocks for the Guarantor and the State]

MAP A
Intentionally omitted

Schedule 2

AMENDMENTS TO SML1

SML1 is amended as follows:

1.
In the operative part of the Lease under the names of the original Lessees, delete "on the plan annexed hereto" and substitute "in Schedule 1" and after "agents" insert ", contractors,".
2.
In the operative part of the Lease in paragraph 2, delete "and to mine and obtain" and delete "(other than opal)".
3.
In the operative part of the Lease after paragraph 2, insert as follows:
"2A
To conduct any mining operations (as defined in the Mining Act) in or upon the said land, but not the mining of base and precious metals outside the SML Mining Area (being the area more particularly described in Schedule 2);
2B
To conduct, construct, operate and maintain (as applicable) in or upon the said land all mineral processing and treatment (including milling, concentration, refining and smelting) operations, facilities, works, infrastructure and activities, including:
a)
in relation to minerals extracted from the said land and Non‑minesite Materials; and
b)
anything done or capable of being done in accordance with the Indenture;
2C
To use the SML1 Expanded Area (from time to time, if any):
a)
for surveying, developing roads and services, landscaping, and constructing buildings and facilities and for any other purposes related to or ancillary to its operations under the Indenture; and
b)
to conduct conservation and other activities to facilitate the restoration of ecosystems, through on-ground works, applied research and industry, government and community partnerships (including, without limitation, fencing areas, establishing monitoring stations, conducting environmental research, introducing native animals and removing feral animals, conducting educational activities and establishing facilities for that purpose and cutting and removing timber, trees, undergrowth and fences),
("Additional Expanded Area Activities");".
4.
In the operative part of the Lease in paragraph 3, at the end of subparagraph a) delete "and", after subparagraph b) insert "and" and thereafter add a new subparagraph as follows:
"c)
To store waste rock and tailings; and"
5.
In the habendum of the Lease, after "for the period" delete "of fifty years commencing with effect from the date of receipt of the application therefor subject to any extension or extensions hereof" and substitute "commencing on 22 May 1986 and ending 70 years after the Variation Date (the "Term") subject to any extension or extensions hereof", and after "all minerals" delete "(other than opal)".
6.
In clause 1 of the Lease, after "during the" delete "said term" and substitute "Term".
7.
In clause 6 of the Lease, after "Minister" delete "of Mines and Energy", and after "during the" delete "said term" and substitute "Term".
8.
In clause 7 of the Lease, after "Minister" delete "of Mines and Energy".
9.
In clause 9 of the Lease, delete all the words and substitute "[Intentionally omitted]".
10.
In clause 11 of the Lease, before "Lease" delete "The" and substitute "This".
11.
In clause 13 of the Lease, delete all the words and substitute "[Intentionally omitted]".
12.
In clause 14 of the Lease, after "Department of " delete "Mines and Energy" and substitute "Primary Industries and Resources of South Australia".
13.
In clause 15 of the Lease, delete each instance of "said term" and substitute "Term".
14.
In clause 16 of the Lease, delete all the words and substitute "[Intentionally omitted]".
15.
In clause 17 of the Lease, after "continuance of the" delete "said term" and substitute "Term", and at the end of the clause insert:
"Notwithstanding any other provision of this Lease, the Lessee shall be entitled to sublease or licence any part of the SML1 Expanded Area (from time to time, if any) to any person, or authorise the occupation by any person of any part of the SML1 Expanded Area, for the purposes of enabling persons to conduct Additional Expanded Area Activities (but in any event, not including rights to explore for or mine minerals), and any such sublease, licence or authorisation does not require any approval or consent under this Lease or Clause 36 of the Indenture (and shall be taken not to be a dealing for the purposes of condition 20)."
16.
In clause 18 of the Lease, delete all the words and substitute with the following:
"The Lessees shall not be obliged to build or keep a fence around the Lease, except as necessary to comply with occupational, health and safety laws (as modified by the ratifying Act)."
17.
In clause 19 of the Lease, delete "sub-clauses (1), (6), (16) and (17) of".
18.
In clause 24 of the Lease, delete "opal or" and delete the second sentence.
19.
In clause 25 of the Lease, delete all the words and substitute "[Intentionally omitted]".
20.
In clause 26 of the Lease, after '"the ratifying Act" means the Roxby Downs (Indenture Ratification) Act, 1982' insert " as amended from time to time".
21.
In clause 26 of the Lease, delete "said term" and substitute "Term".
22.
In clause 26 of the Lease, after 'intituled "The Roxby Downs (Indenture Ratification) Act, 1982"' insert "and from time to time supplemented, varied or amended".
23.
Insert a new heading "Schedule 1 – the Said Land" in front of the existing annexure to the Lease
24.
Insert a new Schedule 2 as follows:
SCHEDULE 2—SML MINING AREA
The area bounded by a line joining the points of coordinates set out in the following table (being the areas described in Schedule 7 of the Olympic Dam Agreement dated 15 January 2008 between the Lessee, the Kuyani Yartah Association Incorporated, Kokatha (Olympic Dam Agreement) Association Incorporated, Malkaribarnarla (Olympic Dam) Association Incorporated, Olympic Dam Indigenous Representative Corporation Limited):

Easting	Northing
667784.1	6619615.4
668096.7	6639634.0
697633.5	6639131.4
697256.0	6619127.4

Projection: MGA94 Zone 53

The map of the SML Mining Area below is for reference only.

EXECUTED as a deed.
Each person who executes this Deed on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.
SIGNED, SEALED and DELIVERED by THE HONOURABLE MICHAEL DAVID RANN PREMIER OF THE STATE OF SOUTH AUSTRALIA for and on behalf of the State and in the presence of: KEVIN FOLEY		MIKE RANN
THE COMMON SEAL of THE MINISTER FOR MINERAL RESOURCES DEVELOPMENT was affixed in the presence of: KEVIN FOLEY		TOM KOUTSANTONIS
SIGNED, SEALED and DELIVERED for and on behalf of BHP BILLITON OLYMPIC DAM CORPORATION PTY LTD (ACN 007 835 761) under power of attorney in the presence of: DEAN DALLA VALLE		MARIUS KLOPPERS (Date of power of attorney 4 October 2011)
SIGNED, SEALED and DELIVERED for and on behalf of BHP BILLITON NICKEL WEST PTY LTD (ACN 004 184 598) under power of attorney in the presence of: DEAN DALLA VALLE		MARIUS KLOPPERS (Date of power of attorney 3 October 2011)