Water Resources (Central Queensland Coal Associates Agreement) Regulation 1994 (Qld)

Queensland Subordinate Legislation 1994 No. 207 Water Resources Act 1989 WATER RESOURCES (CENTRAL QUEENSLAND COAL ASSOCIATES AGREEMENT) REGULATION 1994 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Approval of supply of water (s 3.20 of the Act) . . . . . . . . . . . . . . . . . . . . . . 2 SCHEDULE 1 . . . . . . . . . . . . . . . . . . . . . . . . 3 AGREEMENT—6 FEBRUARY 1990 (BLACKWATER MINE) SCHEDULE 2 . . . . . . . . . . . . . . . . . . . . . . . . 11 AGREEMENT—14 SEPTEMBER 1993 (BLACKWATER MINE) SCHEDULE 3 . . . . . . . . . . . . . . . . . . . . . . . . 18 AGREEMENT—14 SEPTEMBER 1993 (EUNGELLA PIPELINE) SCHEDULE 4 . . . . . . . . . . . . . . . . . . . . . . . . 25 AGREEMENT—6 FEBRUARY 1990 (GREGORY MINE) SCHEDULE 5 . . . . . . . . . . . . . . . . . . . . . . . . 33 AGREEMENT—14 SEPTEMBER 1993 (GREGORY MINE) SCHEDULE 6 . . . . . . . . . . . . . . . . . . . . . . . . 40 AGREEMENT—6 FEBRUARY 1990 (SARAJI AND OTHER MINES) SCHEDULE 7 . . . . . . . . . . . . . . . . . . . . . . . . 48 AGREEMENT—14 SEPTEMBER 1993 (SARAJI AND OTHER MINES)

s1 2 s2 Water Resources (Central Queensland Coal No. 207, 1994 Associates Agreement) ˙ Short title 1. This regulation may be cited as the Water Resources (Central Queensland Coal Associates Agreement) Regulation 1994 . ˙ Approval of supply of water (s 3.20 of the Act) 2. The supply of water under the agreements set out in Schedules 1 to 7 is approved.

3 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡¡ SCHEDULE 1 AGREEMENT—6 FEBRUARY 1990 (BLACKWATER MINE) section 2 FORM FOR NOVATING OTHER BLACKWATER CONTRACTS DEED OF NOVATION THIS DEED is made the 6th day of February 1990 BETWEEN THE WATER RESOURCES COMMISSION the Corporation Sole duly constituted under the WaterResourcesAct1989 (hereinafter with its successors and assigns referred to as “the Authority”) AND BHP-UTAH COAL LIMITED, (formerly known as Utah Development Company Limited), a company incorporated in the State of Queensland, Australia (hereinafter referred to as “BUCL”); MITSUBISHI DEVELOPMENT PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Mitsubishi”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY, a corporation incorporated in the State of New South Wales, Australia (hereinafter referred to as “AMP Society”);

4 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 UMAL CONSOLIDATED LIMITED, a company incorporated in the State of New South Wales, Australia (hereinafter referred to as “UCL”); PANCONTINENTAL MINING LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Pancontinental”); UTAH QUEENSLAND COAL LIMITED, a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “QCT Investment”); and QCT MINING PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “QCT Mining”) (hereinafter with their and each of their successors and permitted assigns referred to as “the Continuing Companies”) AND BELL COAL PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to a “Bell”); and UB MINERALS, INC., a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UB Minerals”);

5 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 (hereinafter with their and each of their successors and permitted assigns referred to as “the Selling Companies”) WHEREAS: A. The Continuing Companies (other than UCL) together with the Selling Companies were, until 24 September 1989, the parties to a joint venture known a the CQCA Joint Venture established by a Deed made 2 April 1984, as amended and restated on 25 March 1986. B. Included among the assets of the CQCA Joint Venture is the Blackwater Coal Mine in Central Queensland (“the Blackwater Mine”). C. The Authority of the one part and Utah Development Company (hereinafter referred to as “UDC”), Mitsubishi, AMP Society, General Electric Minerals, Inc., (hereinafter referred to as “GEM”), UB Minerals, Bowen Basin Minerals Inc. (hereinafter referred to ass “BBM”), QCT Investment, QCT Mining, Bell and Pancontinental of the other part are parties to an Infrastructure Agreement dated 23 July 1968 (as amended by Agreements dated 12 June 1969, 31 December 1974 and 2 December 1982 and by a Deed dated 2 April 1984 (hereinafter referred to as “the Infrastructure Agreement”) providing for the supply of water from Bedford Weir to the Blackwater Mine. D. UDC has by way of universal succession merged into Utah Development Company Limited with the consequence that Utah Development Company Limited (now known as BUCL) has all the assets and liabilities of UDC and Utah Development Company Limited transferred its place of incorporation from the State of Louisiana, United States of America, to the State of Queensland, Australia.

6 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 E. GEM has by way of universal succession merged into UQCL with the consequence that UQCL has all the assets and liabilities of GEM. F. BBM has by way of universal succession merged into Bowen Basin Minerals with the consequence that Bowen Basin Minerals has all the assets and liabilities of BBM and Bowen Basin Minerals has transferred its place of incorporation from the State of Louisiana, United State of America to the State of Queensland, Australia. G. Until 24 September 1989 the interests held by the Continuing Companies (other than UCL) and the Selling Companies in the operations carried on pursuant to the CQCA Joint Venture in respect of the Blackwater Mine were as follows:- BUCL Mitsubishi AMP Society Pancontinental Bell UQCL Bowen Basin Minerals QCT Investment QCT Mining 35.00% 12.00% 7.75% 3.00% 5.00% 8.50% 2.00% 12.00% 9.75% H. By an Agreement dated the 31st day of July 1989 (hereinafter referred to as “the Sale Agreement”) each of the Selling Companies agreed to transfer (inter alia) its 5.00% interest in the benefits and obligations under the CQCA Joint Venture Agreement in respect of the Blackwater Mine and certain other property as at 11 pm Australian Eastern Standard time on 24 September 1989

7 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 (hereinafter referred to as “the Cut-off Point”) to certain of the Continuing Companies (severally, in percentages agreed among those Continuing Companies) so that the interests held by the Continuing Companies in the operations carried on pursuant to the CQCA Joint Venture Agreement in respect of the Blackwater Mine, upon the making of those transfers, would be as follows:- BUCL UCL Mitsubishi AMP Society Pancontinental UQCL Bowen Basin Minerals QCT Investment QCT Mining 35.47% 0.75% 13.33% 8.61% 3.00% 8.50% 2.56% 12.00% 15.78% I. Completion of the Sale Agreement was effected on 29 September 1989. J. By the Sale Agreement each of the Selling Companies also agreed to assign its 5.00% interest in the rights, benefits, duties, obligations and liabilities under the Infrastructure Agreement to certain of the Continuing Companies so that the interests of the Continuing Companies would be held in the percentages set out in Recital H and the authority has agreed to accept that assignment on the terms and conditions set out in this Deed. NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows:-

8 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties to the Infrastructure Agreement at any time other than the Authority. 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a recital or clause is a reference to a Recital or Clause of this Deed. 2. The Continuing Companies and the Selling Companies agree with the Authority that on and from the Cut-off Point the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital H. 3. The Authority agrees with the Continuing Companies and the Selling Companies that on and from the Cut-off Point the Continuing Companies will have the rights conferred upon the Private Parties by the Infrastructure Agreement in proportion to their respective percentage interests set out in Recital H. 4. The parties to this Deed agree that on and from the Cut-off Point each of the Selling Companies will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 5.00% interest in the benefits and obligations under the Infrastructure Agreement assigned by it to the Continuing Companies but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as novated and amended herein.

9 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to BUCL of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of that State to hear and determine any disputes arising hereunder. 8. The Continuing Companies agree to bear any stamp duty payable on this Deed and on any counterpart in the proportions that their respective Participating Interests, as set out in Recital H bear to each another. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever. The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital H, and nether joint nor joint and several. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. THE OFFICIAL SEAL of THE WATER RESOURCES COMMISSION was hereto affixed by WILLIAM NEIL MEREDITH the person so authorised by the said Commission. ) ) ) ) ) W Meredith

10 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 1 (continued) No. 207, 1994 SIGNED by BHP-UTAH COAL LIMITED for itself and as duly constituted Attorney for Mitsubishi Development Pty. Ltd., Australian Mutual Provident Society, Umal Consolidated Limited, Pancontinental Mining Limited Utah Queensland Coal Limited Bowen Basin Minerals Proprietary Limited, QCT Investment Pty. Ltd., QCT Mining Pty. Ltd., Bell Coal Pty. Ltd. and UB Minerals, Inc.: ) ) ) ) ) ) ) ) ) ) ) ) THE COMMON SEAL of BHP-UTAH COAL LIMITED was hereto affixed in accordance with its Articles of Association in the presence of: ) J F Wruck ) Director ) ) T Richardson ) Secretary

11 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡ SCHEDULE 2 AGREEMENT—14 SEPTEMBER 1993 (BLACKWATER MINE) section 2 VARIATION OF AGREEMENT WATER SUPPLY AGREEMENT THIS DEED is made the FOURTEENTH day of SEPTEMBER 1993. BETWEEN THE PRIMARY INDUSTRIES CORPORATION a Corporation constituted under the PrimaryIndustriesCorporationAct1992 (the “Corporation”) AND BHP AUSTRALIA COAL LIMITED A.C.N. 010 595 721 , (formerly known as BHP-Utah Coal Limited) a company incorporated in the State of Queensland, Australia (referred to as “BHP AC”); UMAL CONSOLIDATED LIMITED A.C.N. 010 767 386 , a company incorporated in the State of New South Wales, Australia (referred to as “UCL”);

12 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 2 (continued) No. 207, 1994 MITSUBISHI DEVELOPMENT PTY LTD A.C.N. 009 779 873 , a company incorporated in the State of Queensland, Australia (referrred to as “Mitsubishi”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY A.R.B.N. 008 387 371 , a corporation incorporated in the State of New South Wales, Australia (referred to as “AMP Society”); BHP QUEENSLAND COAL LIMITED A.R.B.N. 010 506 073 , (previously known as Utah Queensland Coal Limited) a company incorporated in the State of Nevada, United States of America (referred to as “BQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED A.C.N. 010 636 174 , a company incorporated in the State of Queensland, Australia (referrred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY LTD A.C.N. 010 487 831 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Investment”); QCT MINING PTY LTD A.C.N. 010 487 840 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Mining”); PANCONTINENTAL COAL PTY LIMITED A.C.N. 010 168 484 , a company incorporated in the State of Queensland, Australia (referred to as “Pancontinental Coal”); (with their and each of their successors and permitted assigns referrred to as “the Continuing Companies”)

AND 13 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 2 (continued) No. 207, 1994 PANCONTINENTAL MINING LIMITED A.C.N. 009 712 092 , a company incorporated in the State of Queensland, Australia (with its successors and permitted assigns referred to as “the Selling Company”) WHEREAS: A. The Continuing Companies (other than Pancontinental Coal) together with the Selling Company were, until 30 November 1992, the parties to a joint venture known as the CQCA Joint Venture established by a Deed made 2 April 1984, as amended on 25 March 1986. B. Included among the assets of the CQCA Joint Venture is the Blackwater coal mine in Central Queensland (“the Blackwater Mine”). C. The Corporation of the one part and BHP AC, UCL, Mitsubishi, AMP Society, BQCL, Bowen Basin Minerals, QCT Investment, QCT Mining and the Selling Company of the other part are parties to an Agreement dated 23 July 1968 (as amended by Agreements dated 12 June 1969, 31 December 1974 and 2 December 1982 and by Deeds of Novation dated 2 April 1984 and 6 February 1990) (referred to as “the Infrastructure Agreement”) providing for the supply of water from Bedford Weir to the Blackwater Mine. D. By an Agreement dated 1 May 1992 (referred to as “the Sale Agreement”) the Selling Company agreed to transfer (inter alia) its 3.00% interest in the benefits and obligations under the CQCA Joint Venture Agreement in respect of the Blackwater Mine and certain other property on the Completion Date to its wholly-owned

14 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 2 (continued) No. 207, 1994 subsidiary Pancontinental Coal so that the interests held by the Continuing Companies in the operations carried on pursuant to the CQCA Joint Venture Agreement in respect of the Blackwater Mine, upon the making of that transfer, would be as follows: BHP AC UCL Mitsubishi AMP Society BQCL Bowen Basin Minerals QCT Investment QCT Mining Pancontinental Coal 35.47% 0.75% 13.33% 8.61% 8.50% 2.56% 12.00% 15.78% 3.00% E. Completion of the Sale Agreement was effected on 30 November 1992 (referred to as “the Completion Date”). F. By the Sale Agreement the Selling Company also agreed to assign its 3.00% interest in the rights, benefits, duties, obligations and liabilities under the Infrastructure Agreement to Pancontinental Coal so that the interests of the Continuing Companies would be held in the percentages set out in the Recital D and the Corporation has agreed to accept that assignment on the terms and conditions set out in this Deed. NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows:

15 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 2 (continued) No. 207, 1994 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties of the Infrastructure Agreement at any time other than the Corporation. 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a Recital or Clause is a reference to a Recital or Clause of this Deed. 2. The Continuing Companies and the Selling Company agree with the Corporation that on and from the Completion Date the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital D saving that where any of the Private Parties defaults under the provisions of the Infrastructure Agreement the non-defaulting Private Parties on demand by the Corporation shall pay to the Corporation or be responsible for the whole of the liability under the provisions of the Infrastructure Agreement which the defaulting Private Party has failed to meet or which results from that default pro-rata calculated according to their respective participating interests set out in Recital D. Any amount so paid shall constitute a debt due and payable by the defaulting Private Party to the non-defaulting Private Parties which have paid the same and may be recovered from the defaulting Private Party in any Court of competent jurisdiction (without prejudice to any other means of recovery available to the non-defaulting Private Parties). 3. The Corporation agrees with the Continung Companies and the Selling Company that on and from the Completion Date the Continuing Companies will have the rights conferred upon the

16 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 2 (continued) No. 207, 1994 Private Parties by the Infrastructure Agreement in proportion to their respective percentage interest set out in Recital D. 4. The parties to this Deed agree that on and from the Completion Date the Selling Company will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 3.00% interest in the benefits and obligations under the Infrastructure Agreement assigned by it to Pancontinental Coal but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as amended herein. 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to the BHP AC of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of competent jurisdiction of that State to hear and determine any disputes arising hereunder. 8. Pancontinental Coal agrees to bear any stamp duty payable on this Deed or on any counterpart. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever. The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital D, and neither joint nor joint and several.

17 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 2 (continued) No. 207, 1994 10. Notwithstanding Clause 9 hereof, the Private Parties nominate BHP Australia Coal Limited or such other company or person as the Private Parties may nominate from time to time in writing to the Corporation as their designee for the administration of the Infrastructure Agreement on behalf of the Private Parties and agree that service of a notice upon BHP Australia Coal Limited or such other company as the Private Parties may have nominated, shall be deemed proper service upon all of the Private Parties. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. Signed by RICHARD CHARLES LEE ROGERS,) R C L Rogers of WATER RESOURCES, ) Executive Director for and on behalf of the PRIMARY ) INDUSTRIES CORPORATION in the ) J. Mac Pherson presence of: JULIE-ANNE MACPHERSON ) Witness SIGNED by BHP Australia Coal Limited for itself and as duly constituted attorney for the other Continuing Companies and the Selling Company: The Common Seal of BHP AUSTRALIA COAL LIMITED was hereto affixed in accordance with its Articles of Association in the presence of: ) J F Wruck ) Director ) ) T Richardson ) Secretary

18 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡ SCHEDULE 3 AGREEMENT—14 SEPTEMBER 1993 (EUNGELLA PIPELINE) section 2 VARIATION OF AGREEMENT WATER SUPPLY AGREEMENT THIS DEED is made the FOURTEENTH day of SEPTEMBER 1993. BETWEEN THE PRIMARY INDUSTRIES CORPORATION a Corporation constituted under the PrimaryIndustriesCorporationAct1992 (the “Corporation”) AND BHP AUSTRALIA COAL LIMITED A.C.N. 010 595 721 , a company incorporated in the State of Queensland, Australia (referred to as “BHP AC”); UMAL CONSOLIDATED LIMITED A.C.N. 010 767 386 , a company incorporated in the State of New South Wales, Australia (referred to as “UCL”);

19 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 3 (continued) No. 207, 1994 MITSUBISHI DEVELOPMENT PTY LTD A.C.N. 009 779 386 , a company incorporated in the State of Queensland, Australia (referrred to as “Mitsubishi”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY A.R.B.N. 008 387 371 , a corporation incorporated in the State of New South Wales, Australia (referred to as “AMP Society”); BHP QUEENSLAND COAL LIMITED A.R.B.N. 010 506 073 , (previously known as Utah Queensland Coal Limited) a company incorporated in the State of Nevada, United States of America (referred to as “BQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED A.C.N. 010 636 174 , a company incorporated in the State of Queensland, Australia (referred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY LTD A.C.N. 010 487 831 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Investment”); QCT MINING PTY LTD A.C.N. 010 487 840 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Mining”); and PANCONTINENTAL COAL PTY LIMITED A.C.N. 010 168 484 , a company incorporated in the State of Queensland, Australia (referred to as “Pancontinental Coal”); (with their and each of their successors and permitted assigns referrred to as “the Continuing Companies”)

AND 20 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 3 (continued) No. 207, 1994 PANCONTINENTAL MINING LIMITED A.C.N. 009 712 092 , a company incorporated in the State of Queensland, Australia (with its successors and permitted assigns referred to as “the Selling Company”) WHEREAS: A. Until 30 November 1992, the Continuing Companies other than Pancontinental Coal together with the Selling Company were parties to an agreement dated 28 January 1969 between the State of Queensland, Utah Development Company and Mitsubishi and authorised by the Central Queensland Coal Associates Agreement Act 1968 of the State of Queensland (such agreement, as amended from time to time, being referred to as “the CQCA Agreement”) and to a joint venture known as the CQCA Joint Venture established by a Deed made 2 April 1984, as amended on 25 March 1986. B. Included among the assets of the CQCA Joint Venture are the Goonyella, Peak Downs, Saraji and Norwich Park coal mines in Central Queensland. C. The Corporation of the one part and BHP AC, UCL, Mitsubishi, AMP Society, BQCL, Bowen Basin Minerals, QCT Investment, QCT Mining and the Selling Company of the other part are parties to an Agreement dated 22 June 1970 (as amended by an Agreement dated 31 December 1973 and by Deeds dated 11 December 1981, 2 April 1984, 16 September 1986, 6 February 1990 15 February 1990 and 7 September 1992) (referred to as “the Infrastructure Agreement”) providing for the supply of water from Eungella Dam to mines developed pursuant to the CQCA Agreement and for stock water diversion and domestic purposes.

21 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 3 (continued) No. 207, 1994 D. By an Agreement dated 1 May 1992 (referred to as “the Sale Agreement”) the Selling Company agreed to transfer (inter alia) its 3.00% interest in the benefits and obligations under the CQCA Agreement and certain other property on the Completion Date to its wholly-owned subsidiary Pancontinental Coal so that the interests held by the Continuing Companies in the operations carried on pursuant to the CQCA Agreement and the CQCA Joint Venture Agreement would, upon the making of that transfer, be as follows: BHP AC 35.47% UCL 0.75% Mitsubishi 13.33% AMP Society 8.61% BQCL 8.50% Bowen Basin Minerals 2.56% QCT Investment 12.00% QCT Mining 15.78% Pancontinental Coal 3.00% E. Completion of the Sale Agreement was effected on 30 November 1992 (referred to as “the Completion Date”). F. By the Sale Agreement the Selling Company also agreed to assign its 3.00% interest in the rights, benefits, duties, obligations and liabilities under the Infrastructure Agreement to Pancontinental Coal so that the interests of the Continuing Companies would be held in the percentages set out in the Recital D and the Corporation has agreed to accept that assignment on the terms and conditions set out in this Deed. NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows:

22 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 3 (continued) No. 207, 1994 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties of the Infrastructure Agreement at any time other than the Corporation. 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a Recital or Clause is a reference to a Recital or Clause of this Deed. 2. The Continuing Companies and the Selling Company agree with the Corporation that on and from the Completion Date the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital D saving that where any of the Private Parties defaults under the provisions of the Infrastructure Agreement the non-defaulting Private Parties on demand by the Corporation shall pay to the Corporation or be responsible for the whole of the liability under the provisions of the Infrastructure Agreement which the defaulting Private Party has failed to meet or which results from that default pro-rata calculated according to their respective participating interests set out in Recital D. Any amount so paid shall constitute a debt due and payable by the defaulting Private Party to the non-defaulting Private Parties which have paid the same and may be recovered from the defaulting Private Party in any Court of competent jurisdiction (without prejudice to any other means of recovery available to the non-defaulting Private Parties). 3. The Corporation agrees with the Continung Companies and the Selling Company that on and from the Completion Date the Continuing Companies will have the rights conferred upon the Private Parties by the Infrastructure Agreement in proportion to their respective percentage interest set out in Recital D.

23 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 3 (continued) No. 207, 1994 4. The parties to this Deed agree that on and from the Completion Date the Selling Company will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 3.00% interest in the benefits and obligations under the Infrastructure Agreement assigned by it to Pancontinental Coal but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as amended herein. 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to the BHP AC of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of competent jurisdiction of that State to hear and determine any disputes arising hereunder. 8. Pancontinental Coal agrees to bear any stamp duty payable on this Deed or on any counterpart. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever. The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital D, and neither joint nor joint and several. 10. Notwithstanding Clause 9 hereof, the Private Parties nominate BHP Australia Coal Limited or such other company or person as the Private

24 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 3 (continued) No. 207, 1994 Parties may nominate from time to time in writing to the Corporation as their designee for the administration of the Infrastructure Agreement on behalf of the Private Parties and agree that service of a notice upon BHP Australia Coal Limited or such other company as the Private Parties may have nominated, shall be deemed proper service upon all of the Private Parties. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. Signed by RICHARD CHARLES LEE ROGERS, ) of WATER RESOURES, ) R C L Rogers for and on behalf of the PRIMARY ) Executive Director INDUSTRIES CORPORATION in the ) presence of: JULIE-ANNE MACPHERSON ) J. Mac Pherson Witness SIGNED by BHP Australia Coal Limited for itself and as duly constituted attorney for the other Continuing Companies and the Selling Company: The Common Seal of BHP AUSTRALIA COAL LIMITED was hereto affixed in accordance with its Articles of Association in the presence of: ) ) J F Wruck ) Director ) ) T Richardson Secretary

25 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡ SCHEDULE 4 AGREEMENT—6 FEBRUARY 1990 (GREGORY MINE) section 2 FORM FOR NOVATING OTHER GREGORY CONTRACTS DEED OF NOVATION WATER SUPPLY AGREEMENT THIS DEED is made the 6th day of February 1990 BETWEEN THE WATER RESOURCES COMMISSION, the Corporation sole duly constituted under the WaterResourcesAct1989 (hereinafter with its successors and assigns referred to as “the Authority”) AND BHP MINERALS LIMITED, a company incorporated in the State of Western Australia, Australia (hereinafter referred to as “BHP Minerals”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY, a corporation incorporated in the State of New South Wales, Australia (hereinafter referred to as “AMP Society”);

26 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 PANCONTINENTAL MINING LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Pancontinental”); UTAH QUEENSLAND COAL LIMITED, a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “QCT Investment”); QCT MINING PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “QCT Mining”); and MITSUBISHI DEVELOPMENT PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Mitsubishi”) (hereinafter with their and each of their successors and permitted assigns referred to as “the Continuing Companies”) AND BELL COAL PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Bell”); and UB MINERALS, INC., a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UB Minerals”);

27 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 (hereinafter with their and each of their successors and permitted assigns referred to as “the Selling Companies”) AND BHP-UTAH COAL LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter with its successors and permitted assigns referred to as “the Manager”) WHEREAS: A. Until 24 September 1989, the Continuing Companies (other than Mitsubishi) together with the Selling Companies were parties to a joint venture known as “the Gregory Joint Venture” established by a Deed made 2 April 1984 (such Deed, as amended from time to time, being hereinafter referred to as “the Gregory Joint Venture Agreement”). B. Included among the assets of the Gregory Joint Venture is the Gregory coal mine in Central Queensland (“the Gregory Mine”). C. The Authority (as the successor of The Commissioner of Water Resources) of the one part and BHP Minerals, AMP Society, Pancontinental, Bell, UQCL, UB Minerals, Bowen Basin Minerals, QCT Investment and QCT Mining of the other part are parties to an Agreement dated 23 May 1979 (as amended by Deeds of Novation dated 2 April 1984 and 16 September 1986) (hereinafter referred to as “the Infrastructure Agreement”) providing for the supply of water from Selma Weir to the Gregory Mine.

28 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 D. Bowen Basin Minerals has transferred its place of incorporation from the State of Louisiana, United States of America, to the State of Queensland, Australia. E. Until 24 September 1989 the interests held by the Continuing Companies (other than Mitsubishi) and the Selling Companies in the operations carried on pursuant to the Gregory Joint Venture Agreement were as follows:- BHP Minerals AMP Society Pancontinental Bell UQCL UB Minerals Bowen Basin Minerals QCT Investment QCT Mining 43.75% 7.75% 3.00% 5.00% 8.50% 5.00% 2.00% 12.00% 13.00% F. By a Sale Agreement dated 23 August 1989 (hereinafter referred to as “the Sale Agreement”) each of the Selling Companies agreed to transfer (inter alia) its 5.00% interest in the benefits and obligations under the Gregory Joint Venture Agreement and certain other property as at 11 pm Australian Eastern Standard time on 24 September 1989 (hereinafter referred to as “the Cut-off Point”) to certain of the Continuing Companies (severally in percentages agreed among the Continuing Companies) so that the interests held by the Continuing Companies in the operations carried on pursuant to the Gregory Joint Venture Agreement would upon the making of those transfers, be as follows:-

29 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 BHP Minerals AMP Society Pancontinental UQCL Bowen Basin Minerals QCT Investment QCT Mining Mitsubishi 46.55% 8.61% 3.00% 8.50% 2.56% 12.00% 15.78% 3.00 G. Completion of the Sale Agreement was effected on 29 September 1989. H. By the Sale Agreement each of the Selling Companies also agreed to assign its 5.00% interest in the rights, interests, benefits, duties, obligations and liabilities under the Infrastructure Agreement to certain of the Continuing Companies so that the interests of the Continuing Companies would be held in the percentages set out in Recital F and the Authority has agreed to accept that assignment on the terms and conditions set out in this Deed. NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows:- 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties to the Infrastructure Agreement at any time other than the Authority.

30 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a recital or clause is a reference to a Recital or Clause of this Deed. 2. The Continuing Companies and the Selling Companies agree with the Authority that on and from the Cut-off Point the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital F saving that where any of the Private Parties defaults under the provisions of the Infrastructure Agreement the non-defaulting Private Parties on demand by the Authority shall pay to the Authority or be responsible for the whole of the liability under the provisions of the Infrastructure Agreement which the defaulting Private Party has failed to meet or which results from that default pro-rata calculated according to their respective participating interests set out in Recital F. Any amount so paid shall constitute a debt due and payable by the defaulting Private Party to the non-defaulting Private Parties which have paid the same and may be recovered from the defaulting Private Party in any Court of competent jurisdiction (without prejudice to any other means of recovery available to the non-defaulting Private Parties). 3. The Authority agrees with the Continuing Companies and the Selling Companies that on and from the Cut-off Point the Continuing Companies will have the rights conferred upon the Private Parties by the Infrastructure Agrement in proportion to their respective percentage interests set out in Recital F. 4. The parties to this Deed agree that on and from the Cut-off Point each of the Selling Companies will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 5.00% interest in the

31 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 benefits and obligations under the Infrastructure Agreement assigned by it to the Continuing Companies but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as novated and amended herein. 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to the Manager of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of competent jurisdiction of that State to hear and determine any disputes arising hereunder. 8. The Continuing Companies agree to bear any stamp duty payable on this Deed and on any counterpart in the proportions that their respective Percentage Interests set out in Recital F bear to each other. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever. The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital F, and not joint nor joint and several. 10. Notwithstanding Clause 9 hereof, the Private Parties nominate BHP-Utah Coal Limited or such other company or person as the Private Parties may nominate from time to time in writing to the Authority as their manager and agent with full power to administer the Infrastructure Agreement on behalf of the Private Parties and

32 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 4 (continued) No. 207, 1994 agree that service of a notice upon BHP-Utah Coal Limited or such other company or persons as the Private Parties may have nominated shall be deemed proper service upon all of the Private Parties. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. THE OFFICIAL SEAL of THE WATER RESOURCES COMMISSION was affixed hereto by WILLIAM NEIL MEREDITH the person so authorised by the said Commission ) ) ) ) ) ) W Meredith SIGNED by BHP-UTAH COAL LIMITED for itself and as duly constituted Attorney for BHP Minerals Limited, Australian Mutual Provident Society, Pancontinental Mining Limited, Utah Queensland Coal Limited, Bowen Basin Minerals Proprietary Limited, QCT Investments Pty. Ltd., QCT Mining Pty. Ltd. and Mitsubishi Development Pty. Ltd.: THE COMMON SEAL of BHP UTAH COAL ) LIMITED was hereto affixed ) in accordance with its Articles ) of Association in the presence ) of: ) J F Wruck Director T Richardson Secretary Witness

33 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡ SCHEDULE 5 AGREEMENT—14 SEPTEMBER 1993 (GREGORY MINE) section 2 VARIATION OF AGREEMENT WATER SUPPLY AGREEMENT THIS DEED is made the FOURTEENTH day of SEPTEMBER 1993. BETWEEN THE PRIMARY INDUSTRIES CORPORATION a Corporation constituted under the PrimaryIndustriesCorporationAct1992 (the “Corporation”) AND BHP MINERALS LIMITED A.C.N. 008 694 782 , a company incorporated in the State of Western Australia, Australia (referred to as “BHP Minerals”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY A.R.B.N. 008 387 371 , a corporation incorporated in the State of New South Wales, Australia (referred to as “AMP Society”);

34 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 5 (continued) No. 207, 1994 BHP QUEENSLAND COAL LIMITED A.R.B.N. 010 506 073 , (previously known as Utah Queensland Coal Limited) a company incorporated in the State of Nevada, United States of America (referred to as “BQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED A.C.N. 010 636 174 , a company incorporated in the State of Queensland, Australia (referrred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY LTD A.C.N. 010 487 831 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Investment”); QCT MINING PTY LTD A.C.N. 010 487 840 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Mining”); MITSUBISHI DEVELOPMENT PTY LTD A.C.N. 009 779 873 , a company incorporated in the State Queensland, Australia (referred to as “Mitsubishi”); and PANCONTINENTAL COAL PTY LIMITED A.C.N. 010 168 484 , a company incorporated in the State of Queensland, Australia (referred to as “Pancontinental Coal”); (with their and each of their successors and permitted assigns referrred to as “the Continuing Companies”) AND PANCONTINENTAL MINING LIMITED A.C.N. 009 712 092 , a company incorporated in the State of Queensland, Australia (with its successors and permitted assigns referred to as “the Selling Company”)

AND 35 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 5 (continued) No. 207, 1994 BHP AUSTRALIA COAL LIMITED A.C.N. 010 595 721 , (formerly BHP-Utah Coal Limited) a company incorporated in the State of Queensland, Australia (with its successors and permitted assigns referred to as “the Manager”) WHEREAS: A. Unitl 30 November 1992, the Continuing Companies other than Pancontinental Coal together with the Selling Company were parties to a joint venture known as “the Gregory Joint Venture” established by a Deed made 2 April 1984 (such Deed, as amended from time to time, being referred to as “the Gregory Joint Venture Agreement”). B. Included among the assets of the Gregory Joint Venture is the Gregory coal mine in Central Queensland (“the Gregory Mine”). C. The Corporation of the one part and BHP Minerals, AMP Society, BQCL, Bowen Basin Minerals, QCT Investment, QCT Mining, Mitsubishi and the Selling Company of the other part are parties to an Agreement dated 23 May 1979 (as amended by Deeds of Novation dated 2 April 1984 and 16 September 1986 and 6 February 1990) (referred to as “the Infrastructure Agreement”) providing for the supply of water from Selma Weir to the Gregory Mine. D. By an Agreement dated 1 May 1992 (referred to as “the Sale Agreement”) the Selling Company agreed to transfer (inter alia) its 3.00% interest in the benefits and obligations under the Gregory Joint Venture Agreement and certain other property on the Completion Date to its wholly-owned subsidiary Pancontinental Coal so that the interests held by the Continuing Companies in the

36 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 5 (continued) No. 207, 1994 operations carried on pursuant to the Gregory Joint Venture Agreement would, upon the making of that transfer, be as follows: BHP Minerals AMP Society BQCL Bowen Basin Minerals QCT Investment QCT Mining Mitsubishi Pancontinental Coal 46.55% 8.61% 8.50% 2.56% 12.00% 15.78% 3.00% 3.00% E. Completion of the Sale Agreement was effected on 30 November 1992 (referred to as “the Completion Date”). F. By the Sale Agreement the Selling Company also agreed to assign its 3.00% interest in the rights, benefits, duties, obligations and liabilities under the Infrastructure Agreement to Pancontinental Coal so that the interests of the Continuing Companies would be held in the percentages set out in the Recital D and the Corporation has agreed to accept that assignment on the terms and conditions set out in this Deed. NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows:

37 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 5 (continued) No. 207, 1994 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties of the Infrastructure Agreement at any time other than the Corporation. 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a Recital or Clause is a reference to a Recital or Clause of this Deed. 2. The Continuing Companies and the Selling Company agree with the Corporation that on and from the Completion Date the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital D saving that where any of the Private Parties defaults under the provisions of the Infrastructure Agreement the non-defaulting Private Parties on demand by the Corporation shall pay to the Corporation or be responsible for the whole of the liability under the provisions of the Infrastructure Agreement which the defaulting Private Party has failed to meet or which results from that default pro-rata calculated according to their respective participating interests set out in Recital D. Any amount so paid shall constitute a debt due and payable by the defaulting Private Party to the non-defaulting Private Parties which have paid the same and may be recovered from the defaulting Private Party in any Court of competent jurisdiction (without prejudice to any other means of recovery available to the non-defaulting Private Parties). 3. The Corporation agrees with the Continung Companies and the Selling Company that on and from the Completion Date the Continuing Companies will have the rights conferred upon the

38 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 5 (continued) No. 207, 1994 Private Parties by the Infrastructure Agreement in proportion to their respective percentage interest set out in Recital D. 4. The parties to this Deed agree that on and from the Completion Date the Selling Company will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 3.00% interest in the benefits and obligations under the Infrastructure Agreement assigned by it to Pancontinental Coal but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as amended herein. 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to the BHP AC of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of competent jurisdiction of that State to hear and determine any disputes arising hereunder. 8. Pancontinental Coal agrees to bear any stamp duty payable on this Deed or on any counterpart. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever. The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital D, and neither joint nor joint and several.

39 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 5 (continued) No. 207, 1994 10. Notwithstanding Clause 9 hereof, the Private Parties nominate BHP Australia Coal Limited or such other company or person as the Private Parties may nominate from time to time in writing to the Corporation as their designee for the administration of the Infrastructure Agreement on behalf of the Private Parties. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. Signed by RICHARD CHARLES LEE ROGERS, ) of WATER RESOURCES, ) R C L Rogers for and on behalf of the PRIMARY ) Executive Director INDUSTRIES CORPORATION in the ) presence of: JULIE-ANNE MACPHERSON ) J. Mac Pherson Witness SIGNED by BHP Australia Coal Limited for itself and as duly constituted attorney for the other Continuing Companies and the Selling Company: The Common Seal of BHP AUSTRALIA COAL LIMITED was hereto affixed in accordance with its Articles of Association in the presence of: ) ) J F Wruck ) Director ) ) T Richardson Secretary

40 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡ SCHEDULE 6 AGREEMENT—6 FEBRUARY 1990 (SARAJI AND OTHER MINES) section 2 FORM FOR NOVATING OTHER NORTHERN AREA CONTRACTS DEED OF NOVATION THIS DEED is made the 6th day of February 1990 BETWEEN THE WATER RESOURCES COMMISSION the Corporation Sole duly constituted under the WaterResourcesAct1989 (hereinafter with its successors and assigns referred to as “the Authority”) AND BHP-UTAH COAL LIMITED, (formerly known as Utah Development Company Limited), a company incorporated in the State of Queensland, Australia (hereinafter referred to as “BUCL”); MITSUBISHI DEVELOPMENT PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Mitsubishi”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY, a corporation incorporated in the State of New South Wales, Australia (hereinafter referred to as “AMP Society”);

41 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 UMAL CONSOLIDATED LIMITED, a company incorporated in the State of New South Wales, Australia (hereinafter referred to as “UCL”); PANCONTINENTAL MINING LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Pancontinental”); UTAH QUEENSLAND COAL LIMITED, a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED, a company incorporated in the State of Queensland, Australia (hereinafter referred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “QCT Investment”); and QCT MINING PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to as “QCT Mining”) (hereinafter with their and each of their successors and permitted assigns referred to as “the Continuing Companies”) AND BELL COAL PTY. LTD., a company incorporated in the State of Queensland, Australia (hereinafter referred to a “Bell”); and UB MINERALS, INC., a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UB Minerals”);

42 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 (hereinafter with their and each of their successors and permitted assigns referred to as “the Selling Companies”) WHEREAS: A. Until 24 September 1989, the Continuing Companies together with the Selling Companies were parties to an agreement dated 28 January 1969 between the State of Queensland, Utah Development Company and Mitsubishi and authorised by the Central QueenslandCoal Associates Agreement Act 1968 of the State of Queensland (such agreement, as amended from time to time, being hereinafter referred to as “the CQCA Agreement”) and to a joint venture known as the CQCA Joint Venture established by a Deed made 2 April 1984, as amended and restated on 25 March 1986. B. Included among the assets of the CQCA Joint Venture are the Goonyella, Peak Downs, Saraji and Norwich Park coal mines in Central Queensland (“the CQCA Northern Mines”). C. The Authority of the one part and BUCL, Mitsubishi, AMP Society, UCL, Pancontinental, Bell, UQCL, UB Minerals, Bowen Basin Minerals, QCT Investment and QCT Mining of the other part are parties to an Infrastructure Agreements dated 25 March 1976, 25 March 1976 and 30 November 1976 (as amended by Deeds dated 2 April 1984 and 16 September 1986) (hereinafter referred to as “the Infrastructure Agreement”) providing for the supply of water from Bingegang Weir to mines developed pursuant to the CQCA Agreement and for stock water diversion and domestic purposes. D. Until 24 September 1989 the interests held by the Continuing Companies and the Selling Companies in the operations carried on pursuant to the CQCA Agreement and the CQCA Joint Venture Agreement were as follows:-

43 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 BUCL UCL Mitsubishi AMP Society Pancontinental Bell UQCL UB Minerals Bowen Basin Minerals QCT Investment QCT Mining 31.00% 0.75% 12.00% 7.75% 3.00% 5.00% 8.50% 5.00% 2.00% 12.00% 13.00% E. By an Agreement dated the 31st day of July 1989 (hereinafter referred to as “the Sale Agreement”) each of the Selling Companies agreed to transfer its (inter alia) 5.00% interest in the benefits and obligations under the CQCA Agreement and certain other property as at 11 pm Australian Eastern Standard time on 24 September 1989 (hereinafter referred to as “the Cut-off Point”) to certain of the Continuing Companies (severally, in percentages agreed among those Continuing Companies) so that the interests held by the Continuing Companies in the operations carried on pursuant to the CQCA Agreement and the CQCA Joint Venture Agreement would upon the making of those transfers, be as follows:- BUCL UCL Mitsubishi AMP Society Pancontinental 35.47% 0.75% 13.33% 8.61% 3.00%

44 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 UQCL Bowen Basin Minerals QCT Investment QCT Mining 8.50% 2.56% 12.00% 15.78% F. Completion of the Sale Agreement was effected on 29 September 1989. G. By the Sale Agreement each of the Selling Companies also agreed to assign its 5.00% interest in the rights, benefits, duties, obligations and liabilities under the Infrastructure Agreement to certain of the Continuing Companies so that the interests of the Continuing Companies would be held in the percentages set out in Recital E and the authority has agreed to accept that assignment on the terms and conditions set out in this Deed. NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows:- 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties to the Infrastructure Agreement at any time other than the Authority. 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a recital or clause is a reference to a Recital or Clause of this Deed.

45 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 2. The Continuing Companies and the Selling Companies agree with the Authority that on and from the Cut-off Point the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital E. 3. The Authority agrees with the Continuing Companies and the Selling Companies that on and from the Cut-off Point the Continuing Companies will have the rights conferred upon the Private Parties by the Infrastructure Agreement in proportion to their respective percentage interests set out in Recital E. 4. The parties to this Deed agree that on and from the Cut-off Point each of the Selling Companies will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 5.00% interest in the benefits and obligations under the Infrastructure Agreement assigned by it to the Continuing Companies but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as novated and amended herein. 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to BUCL of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of that State to hear and determine any disputes arising hereunder.

46 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 8. The Continuing Companies agree to bear any stamp duty payable on this Deed and on any counterpart in the proportions that their respective Participating Interests, as set out in Recital E bear to each another. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever. The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital E, and neither joint nor joint and several. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. THE OFFICIAL SEAL of THE WATER RESOURCES COMMISSION was hereto affixed by WILLIAM NEIL MEREDITH the person so authorised by the said Commission. ) ) ) ) ) ) W Meredith SIGNED by BHP-UTAH COAL LIMITED for itself and as duly constituted Attorney for Mitsubishi Development Pty. Ltd., Australian Mutual Provident Society, Umal Consolidated Limited, Pancontinental Mining Limited Utah Queensland Coal Limited Bowen Basin Minerals Proprietary Limited, QCT Investment Pty. Ltd., QCT Mining Pty. Ltd., Bell Coal Pty. Ltd. and UB Minerals, Inc.: ) ) ) ) ) ) ) ) ) ) ) )

47 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 6 (continued) No. 207, 1994 THE COMMON SEAL of BHP-UTAH COAL LIMITED was hereto affixed in accordance with its Articles of Association in the presence of: ) J F Wruck ) Director ) ) T Richardson ) Secretary

48 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ¡ SCHEDULE 7 AGREEMENT—14 SEPTEMBER 1993 (SARAJI AND OTHER MINES) section 2 VARIATION OF AGREEMENT WATER SUPPLY AGREEMENT THIS DEED is made the FOURTEENTH day of SEPTEMBER 1993. BETWEEN THE PRIMARY INDUSTRIES CORPORATION a Corporation constituted under the PrimaryIndustriesCorporationAct1992 (the “Corporation”) AND BHP AUSTRALIA COAL LIMITED A.C.N. 010 595 721 , (formerly known as BHP-Utah Coal Limited) a company incorporated in the State of Queensland, Australia (referred to as “BHP AC”); UMAL CONSOLIDATED LIMITED A.C.N. 010 767 386 , a company incorporated in the State of New South Wales, Australia (referred to as “UCL”);

49 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 7 (continued) No. 207, 1994 MITSUBISHI DEVELOPMENT PTY LTD A.C.N. 009 779 386 , a company incorporated in the State of Queensland, Australia (referrred to as “Mitsubishi”); AUSTRALIAN MUTUAL PROVIDENT SOCIETY A.R.B.N. 008 387 371 , a corporation incorporated in the State of New South Wales, Australia (referred to as “AMP Society”); BHP QUEENSLAND COAL LIMITED A.R.B.N. 010 506 073 , (previously known as Utah Queensland Coal Limited) a company incorporated in the State of Nevada, United States of America (referred to as “BQCL”); BOWEN BASIN MINERALS PROPRIETARY LIMITED A.C.N. 010 636 174 , a company incorporated in the State of Queensland, Australia (referrred to as “Bowen Basin Minerals”); QCT INVESTMENT PTY LTD A.C.N. 010 487 831 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Investment”); QCT MINING PTY LTD A.C.N. 010 487 840 , a company incorporated in the State of Queensland, Australia (referred to as “QCT Mining”); PANCONTINENTAL COAL PTY LIMITED A.C.N. 010 168 484 , a company incorporated in the State of Queensland, Australia (referred to as “Pancontinental Coal”); (with their and each of their successors and permitted assigns referrred to as “the Continuing Companies”)

AND 50 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 7 (continued) No. 207, 1994 PANCONTINENTAL MINING LIMITED A.C.N. 009 712 092 , a company incorporated in the State of Queensland, Australia (with its successors and permitted assigns referred to as “the Selling Company”) WHEREAS: A. Unitl 30 November 1992, the Continuing Companies other than Pancontinental Coal together with the Selling Company were parties to an agreement dated 28 January 1969 between the State of Queensland, Utah Development Company and Mitsubishi and authorised by the Central Queensland Coal Associates AgreementAct 1968 of the State of Queensland (such agreement, as amended from time to time, being referred to as “the CQCA Agreement”) and to a joint venture known as the CQCA Joint Venture established by a Deed made 2 April 1984, as amended on 25 March 1986. B. Included among the assets of the CQCA Joint Venture are the Goonyella, Peak Downs, Saraji and Norwich Park coal mines in Central Queensland. C. The Corporation of the one part and BHP AC, UCL, Mitsubishi, AMP Society, BQCL, Bowen Basin Minerals, QCT Investment, QCT Mining and the Selling Company of the other part are parties to Agreements dated 25 March 1976 and 30 November 1976 (as amended by Deeds of Novation dated 2 April 1984, 16 September 1986 and 6 February 1990) (referred to as “the Infrastructure Agreement”) providing for the supply of water from Bingegang Weir to mines developed pursuant to the CQCA Agreement and for stock water diversion and domestic purposes.

51 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 7 (continued) No. 207, 1994 D. By an Agreement dated 1 May 1992 (referred to as “the Sale Agreement”) the Selling Company agreed to transfer (inter alia) its 3.00% interest in the benefits and obligations under the CQCA Agreement and certain other property on the Completion Date to its wholly-owned subsidiary Pancontinental Coal so that the interests held by the Continuing Companies in the operations carried on pursuant to the CQCA Agreement and the CQCA Joint Venture Agreement would, upon the making of that transfer, be as follows: BHP AC UCL Mitsubishi AMP Society BQCL Bowen Basin Minerals QCT Investment QCT Mining Pancontinental Coal 35.47% 0.75% 13.33% 8.61% 8.50% 2.56% 12.00% 15.78% 3.00% E. Completion of the Sale Agreement was effected on 30 November 1992 (referred to as “the Completion Date”). F. By the Sale Agreement the Selling Company also agreed to assign its 3.00% interest in the rights, benefits, duties, obligations and liabilities under the Infrastructure Agreement to Pancontinental Coal so that the interests of the Continuing Companies would be held in the percentages set out in the Recital D and the Corporation has agreed to accept that assignment on the terms and conditions set out in this Deed.

52 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 7 (continued) No. 207, 1994 NOW THIS DEED WITNESSES and it is hereby agreed and declared by and between the parties as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Deed, unless the context otherwise requires, the expression “Private Parties” shall mean the parties of the Infrastructure Agreement at any time other than the Corporation. 1.2 In the interpretation of this Deed unless the context otherwise requires the singular includes the plural and vice versa. A reference to a Recital or Clause is a reference to a Recital or Clause of this Deed. 2. The Continuing Companies and the Selling Company agree with the Corporation that on and from the Completion Date the Continuing Companies will be bound by the Infrastructure Agreement as Private Parties, having several liability thereunder in proportion to their respective percentage interests set out in Recital D saving that where any of the Private Parties defaults under the provisions of the Infrastructure Agreement the non-defaulting Private Parties on demand by the Corporation shall pay to the Corporation or be responsible for the whole of the liability under the provisions of the Infrastructure Agreement which the defaulting Private Party has failed to meet or which results from that default pro-rata calculated according to their respective participating interests set out in Recital D. Any amount so paid shall constitute a debt due and payable by the defaulting Private Party to the non-defaulting Private Parties which have paid the same and may be recovered from the defaulting Private Party in any Court of competent jurisdiction (without prejudice to any other means of recovery available to the non-defaulting Private Parties).

53 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 7 (continued) No. 207, 1994 3. The Corporation agrees with the Continung Companies and the Selling Company that on and from the Completion Date the Continuing Companies will have the rights conferred upon the Private Parties by the Infrastructure Agreement in proportion to their respective percentage interest set out in Recital D. 4. The parties to this Deed agree that on and from the Completion Date the Selling Company will be released and discharged from all those duties, obligations and liabilities it has under the Infrastructure Agreement to the extent of the 3.00% interest in the benefits and obligations under the Infrastructure Agreement assigned by it to Pancontinental Coal but not otherwise. 5. The parties to this Deed ratify and confirm the provisions of the Infrastructure Agreement as amended herein. 6. This Deed may be executed in separate counterparts by the parties hereto. Upon delivery to the Manager of counterparts executed by all the parties, all the parties hereto will become bound by the provisions of this Deed. 7. This Deed shall be governed and construed by and in accordance with the laws of the State of Queensland and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of competent jurisdiction of that State to hear and determine any disputes arising hereunder. 8. Pancontinental Coal agrees to bear any stamp duty payable on this Deed or on any counterpart. 9. No party hereto shall by virtue of the execution of this Deed or by any of its terms be construed as having been constituted a partner, agent or representative of another party for any purpose whatsoever.

54 Water Resources (Central Queensland Coal Associates Agreement) SCHEDULE 7 (continued) No. 207, 1994 The duties, obligations and liabilities of the Private Parties shall in every case be several in the percentages set out in Recital D, and neither joint nor joint and several. 10. Notwithstanding Clause 9 hereof, the Private Parties nominate BHP Australia Coal Limited or such other company or person as the Private Parties may nominate from time to time in writing to the Corporation as their designee for the administration of the Infrastructure Agreement on behalf of the Private Parties and agree that service of a notice upon BHP Australia Coal Limited or such other company as the Private Parties may have nominated, shall be deemed proper service upon all of the Private Parties. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. Signed by RICHARD CHARLES LEE ROGERS, ) R C L Rogers of WATER RESOURCES, ) Executive Director for and on behalf of the PRIMARY ) INDUSTRIES CORPORATION in the ) J. Mac Pherson presence of: JULIE-ANNE MACPHERSON ) Witness SIGNED by BHP Australia Coal Limited for itself and as duly constituted attorney for the other Continuing Companies and the Selling Company: The Common Seal of BHP AUSTRALIA COAL LIMITED was hereto affixed in accordance with its Articles of Association in the presence of: ) J F Wruck ) Director ) ) T Richardson ) Secretary

55 Water Resources (Central Queensland Coal Associates Agreement) No. 207, 1994 ENDNOTES 1. Made by the Governor in Council on 23 June 1994. 2. Notified in the Gazette on 24 June 1994. 3. Laid before the Legislative Assembly on . . . 4. The administering agency is the Department of Primary Industries. © State of Queensland 1994