Water Resources (Central Queensland Water Supply Agreement) Regulation 1993 (Qld)

Queensland Subordinate Legislation 1993 No. 186 Water Resources Act 1989 WATER RESOURCES (CENTRAL QUEENSLAND WATER SUPPLY AGREEMENT) REGULATION 1993 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Agreements approved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 SCHEDULE 1 . . . . . . . . . . . . . . . . . . . . . . . . 3 AGREEMENT—6 FEBRUARY 1990 SCHEDULE 2 . . . . . . . . . . . . . . . . . . . . . . . . 11 AGREEMENT—15 FEBRUARY 1990 SCHEDULE 3 . . . . . . . . . . . . . . . . . . . . . . . . 18 AGREEMENT—7 SEPTEMBER 1992

2 Water Resources (Central Queensland Water Supply Agreement) No. 186, 1993 ˙ Short title 1. This regulation may be cited as the Water Resources (Central Queensland Water Supply Agreement) Regulation 1993 . ˙ Agreements approved 2. The agreements contained in Schedules 1, 2 and 3 are approved.

3 Water Resources (Central Queensland Water Supply Agreement) No. 186, 1993 ¡ SCHEDULE 1 AGREEMENT—6 FEBRUARY 1990 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”);

4 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 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 as “Bell”); and

5 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 UB MINERALS, INC., a company incorporated in the State of Nevada, United States of America (hereinafter referred to as “UB Minerals”); (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 Agreement dated 22 June 1970 (as amended by an Agreement dated 31 December 1973 and by Deeds dated 11 December 1981, 2 April 1984 and 16 September 1986) (hereinafter 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.

6 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 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:- BUCL 31.00% UCL 0.75% Mitsubishi 12.00% AMP Society 7.75% Pancontinental 3.00% Bell 5.00% UQCL 8.50% UB Minerals 5.00% Bowen Basin Minerals 2.00% QCT Investment 12.00% QCT Mining 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:-

7 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 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% 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.

8 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 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 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.

9 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 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 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 ) )

10 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 1 (continued) No. 186, 1993 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 Water Supply Agreement) No. 186, 1993 ¡ SCHEDULE 2 AGREEMENT—15 FEBRUARY 1990 section 2 THIS DEED is made the FIFTEENTH day of FEBRUARY One thousand nine hundred and ninety between THE WATER RESOURCES COMMISSION the Corporation Sole duly constituted under the WaterResourcesAct1989 (hereinafter with its successors and assigns referred to as “the Commission”) of the one part AND BHP-UTAH COAL LIMITED, (formerly known as Utah Development Company Limited), a company incorporated in the State of Queensland, Australia; MITSUBISHI DEVELOPMENT PTY. LTD., a company incorporated in the State of Queensland, Australia; AUSTRALIAN MUTUAL PROVIDENT SOCIETY, a corporation incorporated in the State of New South Wales, Australia; UMAL CONSOLIDATED LIMITED, a company incorporated in the State of New South Wales, Australia; PANCONTINENTAL MINING LIMITED, a company incorporated in the State of Queensland, Australia;

12 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 2 (continued) No. 186, 1993 UTAH QUEENSLAND COAL LIMITED, a company incorporated in the State of Nevada, United States of America; BOWEN BASIN MINERALS PROPRIETARY LIMITED, a company incorporated in the State of Queensland, Australia; QCT INVESTMENT PTY. LTD., a company incorporated in the State of Queensland, Australia; and QCT MINING PTY. LTD., a company incorporated in the State of Queensland, Australia; (hereinafter with their and each of their successors in title and permitted assigns called “the Companies”) of the other part WHEREAS by 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 and 6 February 1990) (hereinafter called “the Agreement”) the Commission agreed to make a supply of water available from Eungella Dam for use by the Companies on the terms set out in the Agreement. AND WHEREAS the Agreement provides that it shall be lawful for the parties by mutual consent to alter or amend the whole or any part of the Agreement in writing under the respective seals of the parties. AND WHEREAS both parties have agreed that it is now expedient to again amend the Agreement. NOW THEREFORE THIS DEED WITNESSETH as follows:-

13 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 2 (continued) No. 186, 1993 In Clause D of the Agreement the estimated yield of the said Dam is amended by omitting the words and figures “21,400 acre feet of water per annum” and by inserting in lieu thereof the words and figures “32 400 megalitres of water per annum”. The whole of Clause 2.01 of the Agreement is omitted and the following Clauses 2.01.01 to 2.01.09 are inserted in lieu thereof: “2.01.01 Commencing from the first day of January 1971 (hereinafter called “the Commencing Date”) and thereafter during the currency of this Agreement the Commission agrees to supply to the Companies the following maximum volumes of water from the dates specified: 4934 megalitres per annum from the Commencing Date 5534 megalitres per annum from 14 October 1987 6200 megalitres per annum from 1 July 1989 2.01.02 The first 4934 megalitres per annum at all times shall be free (subject as hereinafter provided) of any capital charge cost levy or rate howsoever called. 2.01.03 For the water allocation in excess of 4 934 megalitres per annum and up to and including 5534 megalitres per annum whether used or not the Companies shall contribute toward the capital cost of the said Dam by equal annual payments to the Commission of one hundred and fourteen thousand dollars ($114,000) each year. 2.01.04 For the period 1 July 1989 to 30 June 1992 for the 666 megalitres per annum water allocation in excess of 5534 megalitres per annum up to and including 6 200 megalitres

14 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 2 (continued) No. 186, 1993 per annum whether used or not the Companies shall contribute toward the capital cost of the said Dam by equal annual payments to the Commission of one hundred and twenty six thousand five hundred and forty dollars ($126,540) each year. 2.01.05 Not later than one month prior to the expiration of the said period ending 30 June 1992 and thereafter not later than one (1) month prior to the expiration of each succeeding period of three (3) years during the currency of this Agreement the Commission shall notify the Companies in writing of the capital contribution to be paid each year for the 666 megalitres per annum allocation referred to in Clause 2.01.04 hereof for the next period. 2.01.06 The annual rate for the 666 megalitres per annum allocation referred to in Clause 2.01.05 hereof shall be determined as the average of the estimated rates for each of the succeeding three (3) years calculated as an annual increase equal to eighty percent (80%) of the estimated increase in the Consumer Price Index (CPI) (Brisbane). After each twelve (12) month period to 30 June, a financial adjustment will be made to reflect eighty percent (80%) of the actual CPI variation over the preceding twelve (12) months to 30 June. 2.01.07 The Commission may at its discretion permit water use in excess of 6 200 megalitres per annum on the receipt of a prior written request for such additional water and may set a charge per megalitre for any additional water. 2.01.08 The Commission grants a “first right of refusal” option available until 30 June 1992 for an additional nominal allocation of 3 800 megalitres per annum from the yield of the said Dam for future requirements by the Companies on payment annually in advance of a reservation fee at a rate of ten percent (10%) of the

15 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 2 (continued) No. 186, 1993 unit rate in the relevant year for the 666 megalitres per annum allocation referred to in Clauses 2.01.05 and 2.01.06 hereof. This option relates to nominal allocation only and not to water held in storage. The Companies will have the option to take up the allocation ahead of other applicants for water from the said Dam. The Companies agree to advise the Commission six (6) months in advance of the first requirement for water resulting from the exercise of this option, however, the Commission may at its discretion provide water sooner, if required. Renewal of this option after the current term may be negotiated on the application of the Companies. 2.01.09 Payments under Clauses 2.01.03 to 2.01.08 hereof shall be made within thirty days of the date of an account rendered by the Commission.” Clause 3.02 is hereby amended by omitting the words and figures “4,000 acre feet” and inserting in lieu thereof the word and figures “6 200 megalitres”. The whole of Clauses 3.04.1 to 3.04.4 of the Agreement are omitted and the following Clauses 3.04.01 to 3.04.04 are inserted in lieu thereof:- “3.04.01 For the period 1 January 1989 to 30 June 1989 the Companies shall contribute to the operation and maintenance of the said Dam by payment to the Commission of an amount of $3.40 per megalitre during that period. 3.04.02 For the period 1 July 1989 to 30 June 1992 for water use up to 4 934 megalitres per annum, the Companies shall contribute to the operation and maintenance costs of the said Dam by equal annual payments to the Commission of sixteen thousand seven hundred and seventy six dollars ($16,776) each.

16 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 2 (continued) No. 186, 1993 3.04.03 For the period 1 July 1989 to 30 June 1992 for water use in excess of 4 934 megalitres per annum the Companies shall contribute to the operation and maintenance of the said Dam by payment to the Commission of an amount of $3.40 per megalitre in each twelve (12) month period. 3.04.04 Payments in Clause 3.04.01 to 3.04.03 hereof shall be made within thirty (30) days of an account rendered by the Commission or otherwise as the Commission shall from time to time direct.” Clause 3.05 is amended by omitting the words and figures “as 4 bears 21.4” and inserting in lieu thereof the words and figures “as 6.2 bears 32.4”. Clause 3.06 is amended by omitting the words and figures “21,400 acre feet” and “4,000 acre feet” and inserting in lieu thereof the words and figures “32,400 megalitres” and “6 200 megalitres” respectively and omitting the words “acre feet” last occurring and inserting in lieu thereof the word “megalitres”. IN WITNESS WHEREOF the parties hereto have executed these presents on the day and year first above 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 ) )

17 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 2 (continued) No. 186, 1993 SIGNED SEALED AND DELIVERED 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.: ) ) ) ) ) ) ) ) ) ) ) ) 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 ) T. KIELY J.P. Witness

18 Water Resources (Central Queensland Water Supply Agreement) No. 186, 1993 ¡ SCHEDULE 3 AGREEMENT—7 SEPTEMBER 1992 section 2 THIS DEED is made the Seventh day of September 1992 B E T W E E N THE WATER RESOURCES COMMISSION the Corporation Sole duly constituted under the Water Resources Act 1989 (in this Deed called “the Commission”) of the one part A N D BHP AUSTRALIA COAL LIMITED (ACN 010 595 721), (formerly known as BHP-Utah Coal Limited), a company incorporated in the State of Queensland, Australia; MITSUBISHI DEVELOPMENT PTY LTD (ACN 009 779 873), a company incorporated in the State of Queensland, Australia; AUSTRALIAN MUTUAL PROVIDENT SOCIETY (ARBN 008 387 371), a corporation incorporated in the State of New South Wales, Australia; UMAL CONSOLIDATED LIMITED (ACN 000 767 386), a company incorporated in the State of New South Wales, Australia; PANCONTINENTAL MINING LIMITED (ACN 009 712 092), a company incorporated in the State of Queensland, Australia; UTAH QUEENSLAND COAL LIMITED (ARBN 010 506 073), a company incorporated in the State of Nevada, United States of America; BOWEN BASIN MINERALS PROPRIETARY LIMITED (ACN 010 636 174), a company incorporated in the State of Queensland, Australia; QCT INVESTMENT PTY LTD (ACN 010 487 831), a company incorporated in the State of Queensland, Australia; and QCT MINING PTY LTD (ACN 010 487 840), a company incorporated in the State of Queensland, Australia, (in this Deed called “the Companies”) of the other part. WHEREAS A. By 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 and 15 February, 1990) (in this Deed called “the Agreement”) the

19 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 3 (continued) No. 186, 1993 Commission agreed to make a supply of water available from Eungella Dam for use by the Companies on the terms set out in the Agreement. B. Clause 17.01 of the Agreement provides that it shall be lawful for the parties by mutual consent to alter or amend the whole or any part of the Agreement in writing under the respective seals of the parties. C. The parties have agreed that it is now expedient to again amend the Agreement. IT IS AGREED as follows: 1. This Deed shall take effect (and shall not otherwise take effect) upon approval of the Governor in Council, by Order in Council pursuant to section 3.20 of the Water Resources Act 1989. 2. The following clause is inserted after Clause 3.04.04 of the Agreement:- “3.04.05 Not later than one month prior to the expiration of the period of three years from 1 July 1989 referred to in Clauses 3.04.02 and 3.04.03, and thereafter not later than one month prior to the expiration of each succeeding period of three years during the currency of this Agreement, the Commission shall notify the Companies in writing of the annual payment required as the Companies’ share of operation and maintenance costs for the next period of three years. The Companies shall make such annual payments to the Commission on or before the Thirtieth day of June in each year.”. 3. Clause 2.01.08 is amended by omitting the expression “ 30 June 1992 ” and substituting the expression “ 30 June 1997 ”. IN WITNESS WHEREOF the parties hereto have executed this Deed on the days and year hereinafter written.

20 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 3 (continued) No. 186, 1993 THE OFFICIAL SEAL OF THE WATER ) ) RESOURCES COMMISSION was affixed ) ) by JOHN KENNETH CAMERON POTTS ) ) the person so authorised by the said ) ) Commission, this 7th ) ) day of September 1992 ) JOHN POTTS ) SIGNED SEALED AND DELIVERED by ) ) BHP AUSTRALIA COAL LIMITED (ACN 010 595 721)) ) for itself and as duly constituted Attorney ) ) under Power of Attorney No. C560232W ) ) for Mitsubishi Development Pty Ltd ) ) (ACN 009 779 873), ) ) Australian Mutual Provident Society ) ) (ARBN 008 387 371), ) ) Umal Consolidated Limited (ACN 000 767 386), )

21 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 3 (continued) No. 186, 1993 Pancontinental Mining Limited (ACN 009 712 092), Utah Queensland Coal Limited (ARBN 010 506 073), Bowen Basin Minerals Proprietary Limited (ACN 010 636 174), QCT Investment Pty Ltd (ACN 010 487 831), and QCT Mining Pty Ltd (ACN 010 487 840). ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) THE COMMON SEAL OF BHP AUSTRALIA COAL ) ) LIMITED was hereto affixed by ) ) JOHN FREDERICK WRUCK A DIRECTOR ) J.F. WRUCK ) and TREVOR JAMES RICHARDSON THE SECRETARY ) T. RICHARDSON ) this 25 day of ) ) August 1992 )

22 Water Resources (Central Queensland Water Supply Agreement) SCHEDULE 3 (continued) No. 186, 1993 in accordance with its Articles of Association in the presence of: TONI ANGELA KIELY – JUSTICE OF THE PEACE T. KIELY J.P. Witness ) ) ) ) ) ) ) ) ) ) ) ) ENDNOTES 1. Made by the Governor in Council on 3 June 1993. 2. Notified in the Gazette on 4 June 1993. 3. Laid before the Legislative Assembly on . . . 4. The administering agency is the Department of Primary Industries. The State of Queensland 1993