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NICKEL REFINERY (BHP BILLITON NICKEL WEST PTY LTD) (TERMINATION OF AGREEMENTS) AGREEMENT BILL 2008

                     Western Australia


Nickel Refinery (BHP Billiton Nickel West
  Pty Ltd) (Termination of Agreements)
           Agreement Bill 2008

                        CONTENTS


  1.   Short title                                        2
  2.   Commencement                                       2
  3.   Terms used in this Act                             2
  4.   Ratification and operation of termination
       agreement                                          2
  5.   Validation of renewal of special mineral leases    2
       Schedule 1 -- Termination agreement

       Schedule 2 -- Variation agreement
       Defined Terms




                          276--1                          page i
                           Western Australia


                     LEGISLATIVE ASSEMBLY



   Nickel Refinery (BHP Billiton Nickel West
     Pty Ltd) (Termination of Agreements)
              Agreement Bill 2008


                               A Bill for


An Act --
•  to ratify an agreement, as varied by a subsequent agreement,
  between the State and BHP Billiton Nickel West Pty Ltd that
  provides for the termination of an agreement made on
  19 January 1968 and subsequently varied, and an agreement
  made on 4 November 1970 and subsequently varied, between the
  State and BHP Billiton Nickel West Pty Ltd (under its former
  name, Western Mining Corporation Limited); and
•  to validate the renewal of certain mineral leases.



The Parliament of Western Australia enacts as follows:




                                                          page 1
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008



     s. 1



     1.         Short title
                This is the Nickel Refinery (BHP Billiton Nickel West Pty Ltd)
                (Termination of Agreements) Agreement Act 2008.

     2.         Commencement
 5              This Act comes into operation as follows:
                 (a) sections 1 and 2 -- on the day on which this Act
                       receives the Royal Assent;
                 (b) the rest of the Act -- on the day after that day.

     3.         Terms used in this Act
10              In this Act --
                "scheduled agreement" means the agreement of which a copy
                    is set out in Schedule 1;
                "termination agreement" means the scheduled agreement as
                    varied by the variation agreement;
15              "variation agreement" means the agreement of which a copy
                    is set out in Schedule 2.

     4.         Ratification and operation of termination agreement
          (1)   The termination agreement is ratified.
          (2)   Without limiting or otherwise affecting the application of the
20              Government Agreements Act 1979, the termination agreement
                operates and takes effect despite any other enactment or other
                law.

     5.         Validation of renewal of special mineral leases
          (1)   In this section --
25              "Minister for Mines" means the Minister referred to in
                     clause 5A of the principal agreement;




     page 2
           Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                           Agreements) Agreement Bill 2008



                                                                            s. 5


           "principal agreement" has the meaning "the Agreement" is
               given in the Nickel Refinery (Western Mining Corporation
               Limited) Agreement Act 1968 section 2;
           "special mineral leases" means mineral leases 15/149, 15/150
 5             and 15/151, as listed in the schedule to the scheduled
               agreement.
     (2)   Any power exercised or purportedly exercised --
            (a) by the Minister under clause 16 of the principal
                 agreement for the purposes of extending the period
10               within which the Minister for Mines may exercise power
                 under clause 5A(1)(b) of the principal agreement in
                 relation to the special mineral leases; or
            (b) by the Minister for Mines under clause 5A(1)(b) of the
                 principal agreement for the purposes of granting a
15               second renewal of each of the special mineral leases for
                 a term that expires on 31 December 2028,
           is declared to have been validly exercised for those purposes.




                                                                      page 3
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 1       Termination agreement




                  Schedule 1 -- Termination agreement
                                                                          [s. 3]
                                        2007


 5

                THE HONOURABLE ALAN JOHN CARPENTER
              PREMIER OF THE STATE OF WESTERN AUSTRALIA


                                        AND
10

                    BHP BILLITON NICKEL WEST PTY LTD
                                 ACN 004 184 598


        ___________________________________________________________
15

     NICKEL REFINERY (WESTERN MINING CORPORATION LIMITED)
                        AGREEMENT 1968


     NICKEL REFINERY (WESTERN MINING CORPORATION LIMITED)
20                      AGREEMENT 1970


                         TERMINATION AGREEMENT
        ___________________________________________________________


25                               [Solicitor's details]



     page 4
                 Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                                 Agreements) Agreement Bill 2008
                                              Termination agreement     Schedule 1




     Agreement


     Date 27 November 2007


 5   Parties


     THE HONOURABLE ALAN JOHN CARPENTER, MLA., Premier of the
     State of Western Australia, acting for and on behalf of the said State and its
     instrumentalities from time to time (the State)
10

     and


     BHP BILLITON NICKEL WEST PTY LTD ACN 004 184 598 of 152-158
     St Georges Terrace, Perth, Western Australia (the Company).
15

     Recitals
     A.        The State and the Company are the parties to the agreement dated
               19 January 1968, which agreement was approved by the Nickel Refinery
               (Western Mining Corporation Limited) Agreement Act 1968, and has
20             been varied by the following agreements:
               (a)    the agreement dated 4 November 1970 approved by the Nickel
                      Refinery (Western Mining Corporation Limited) Agreement Act
                      Amendment Act 1970;
               (b)    the agreement dated 29 March 1974 approved by the Nickel
25                    Refinery (Western Mining Corporation Limited) Agreement Act
                      Amendment Act 1974;
               (c)    an agreement dated 15 May 1995;




                                                                              page 5
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 1       Termination agreement




              (d)     an agreement dated 27 November 2001; and
              (e)     an agreement dated 7 May 2002,
              and as so varied is hereinafter called "the Principal Agreement".
              The agreement dated 4 November 1970 referred to in paragraph (a)
 5            above has been varied by the agreements referred to in paragraphs (b),
              (c), (d) and (e) above and an agreement dated 31 December 1976 and as
              so varied is hereinafter called "the Supplemental Agreement".
     B.       The State and the Company wish to terminate the Principal Agreement
              and the Supplemental Agreement in the manner and on the terms and
10            conditions set out in this Agreement.
     NOW THIS AGREEMENT WITNESSES:
     Definitions
     1.       In this Agreement subject to the context:
              "Agreement Mineral Leases" means the mineral leases listed in the
15            first column of the schedule, each having a corresponding original date
              of grant and current renewed term expiry date as specified in the second
              and third columns, respectively, of the schedule;
              "Concentrator" means nickel concentrator and associated facilities
              located at Durkin Road, Kambalda, Western Australia constructed
20            pursuant to the Principal Agreement on the land comprised in mineral
              leases 15/140, 15/141, 15/149, 15/150, mining leases 26/317 and 26/491
              and certificate of title volume 2611 folio 582 being lot 13 on deposited
              plan 48932;
              "Excluded Mineral Leases" means the mineral leases defined as such
25            by, and set out in the schedule to, the Principal Agreement and known
              to the parties as the St Ives mineral leases;
              "EP Act" means the Environmental Protection Act 1986;
              "Mining Act" means the Mining Act 1978;
              "Refinery" means the nickel refinery and associated facilities located at
30            270 Patterson Road, Kwinana, Western Australia constructed pursuant
              to clause 4 of the Principal Agreement on the land comprised in



     page 6
              Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                              Agreements) Agreement Bill 2008
                                           Termination agreement     Schedule 1




            certificate of title volume 2210 folio 520 being lot 5 on deposited plan
            18088 and certificate of title volume 2210 folio 520;
            "Reserve" means reserve no. 33948 being land adjacent to the Smelter
            and which is reserved under Part 4 of the Land Administration Act 1997
 5          for the purpose of government requirements;
            "Secondly Excluded Mineral Leases" means the mineral leases
            defined as such by the Principal Agreement being mineral leases
            15/158, 15/159 and 15/160, each having an original date of grant of
            1 January 1967 and a current renewed term expiry date of
10          31 December 2008 and known to the parties as the Long/Victor mineral
            leases;
            "Smelter" means the nickel smelter plant and associated facilities
            located at Smelterman Road, Kalgoorlie, Western Australia constructed
            pursuant to clause 6 of the Supplemental Agreement on the land
15          comprised in certificate of title volume 1670 folio 313 being lot 100 on
            deposited plan 212288 and portion of Hampton Location 100 marked
            ROW on certificate of title volume 1670 folio 311; and
            "State Agreements" means the Principal Agreement and the
            Supplemental Agreement.
20   Interpretation
     2.     (1)       In this Agreement:
                      (a)    clause headings do not affect interpretation or
                             construction;
                      (b)    words in the singular shall include the plural and words
25                           in the plural shall include the singular according to the
                             requirements of the context;
                      (c)    one gender includes the other genders;
                      (d)    reference to an Act includes the amendments to that Act
                             for the time being in force and also any Act passed in
30                           substitution or in lieu of that Act and the regulations for
                             the time being in force thereunder;




                                                                                page 7
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 1       Termination agreement




                    (e)     reference to any other document includes that document
                            as from time to time added to, varied or amended and
                            notwithstanding any change in the identity of the
                            parties;
 5                  (f)     reference to a clause or schedule is a reference to a
                            clause or schedule to this Agreement, and a reference to
                            a subclause or paragraph is a reference to a subclause of
                            the or paragraph of the clause or subclause as the case
                            may be in, or in relation to, which the reference is
10                          made; and
                    (g)     "including" means "including, but not limited to".
              (2)   Nothing in this Agreement shall be construed to exempt the
                    State or the Company from compliance with or to require the
                    State or the Company to do anything contrary to any law
15                  relating to native title or any lawful obligation or requirement
                    imposed on the State or the Company as the case may be
                    pursuant to any law relating to native title.
              (3)   Nothing in this Agreement shall be construed to exempt the
                    Company from compliance with any requirement in connection
20                  with the protection of the environment arising out of or
                    incidental to their activities under this Agreement that may be
                    made by or under the EP Act.
     Ratification and Operation
     3.       (1)   The State shall introduce and sponsor a Bill in the Parliament of
25                  Western Australia to ratify this Agreement and shall endeavour
                    to secure its passage as an Act prior to 30 June 2008 or such
                    later date as the parties may agree.
              (2)   The provisions of this Agreement, other than this clause and
                    clauses 1 and 2, shall not come into operation until the Bill
30                  referred to in subclause (1) has been passed by the Parliament
                    of Western Australia and comes into operation as an Act.
              (3)   On the said Bill coming into operation as an Act ("the
                    Operative Date") all the provisions of this Agreement will
                    operate and take effect despite any enactment or other law.



     page 8
              Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                              Agreements) Agreement Bill 2008
                                           Termination agreement     Schedule 1




     Termination of the State Agreements
     4.     (1)    The State Agreements (including the State's option to purchase
                   under clause 11(b)(iii) of the Principal Agreement) are hereby
                   terminated with effect on and from the Operative Date.
 5          (2)    Notwithstanding subclause (1):
                   (a)     the Company shall remain liable for any antecedent
                           breach or default under the State Agreements; and
                   (b)     the provisions of clauses 5B and 5C of the Principal
                           Agreement shall be deemed to subsist in their
10                         applications to or in relation to the Excluded Mineral
                           Leases and to the Secondly Excluded Mineral Leases.
            (3)    (a)     The Agreement Mineral Leases shall continue in force
                           only under and, except as provided in paragraph (b),
                           subject to the provisions of the Mining Act and, for the
15                         avoidance of doubt, shall cease to have the benefit of
                           the rights and privileges conferred by the State
                           Agreements.
                   (b)     For the period from and including the Operative Date
                           up to and including the anniversary of the date of grant
20                         of each lease immediately subsequent to the date of this
                           Agreement, the holder of the Agreement Mineral
                           Leases shall not be required to comply with expenditure
                           obligations imposed by or under the Mining Act in
                           relation to the Agreement Mineral Leases.
25                 (c)     On application to the mining registrar under the Mining
                           Act made within 3 months after the Operative Date by
                           the holder of the Agreement Mineral Leases, the State
                           shall cause an endorsement to be made in the register
                           maintained under section 103F of the Mining Act for,
30                         and on and in respect of, each of the Agreement
                           Mineral Leases that the provisions of this subclause
                           apply to the lease, that the date of expiry of the current
                           renewed term of the lease is as set out in the schedule
                           and that section 78(2) of the Mining Act applies to the
35                         lease so that the holder may make an application under



                                                                              page 9
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 1       Termination agreement




                            that subsection for a renewal of the lease on the expiry
                            of the current renewed term.
            (4)     On and from the Operative Date, the operations of the
                    Concentrator, the Refinery and the Smelter shall cease to have
 5                  the benefit of rights and privileges conferred by the State
                    Agreements and, except as provided herein in relation to the
                    Agreement Mineral Leases upon which the Concentrator is
                    located, be governed by the laws from time to time in force in
                    Western Australia.
10   Additional land requirements for Smelter and associated operations
     5.     (1)     Subject to this clause, the State agrees that it will not sell or
                    otherwise dispose of land contained within the Reserve (except
                    to the Company pursuant to this clause) during a period of
                    10 years from the Operative Date without first giving the
15                  Company notice of its intention to do so.
            (2)     The Company may from time to time and if and when it
                    demonstrates to the State that it has a reasonable need therefor
                    for the purpose of the Smelter purchase from the State an estate
                    in fee simple (free from all encumbrances but subject to the
20                  usual reservations for Crown land) in such part of the Reserve
                    as the parties may agree.
            (3)     If and when the State gives to the Company notice of its
                    intention to sell any part of the Reserve as mentioned in
                    subclause (1) then:
25                  (a)     if the Company within 14 days after the giving of the
                            notice satisfies the State that it has an immediate need
                            for the whole or any part of the land described in the
                            notice the State will sell to the Company and the
                            Company will purchase from the State an estate in fee
30                          simple (unencumbered but subject to the usual
                            reservations for Crown land) in that part of the Reserve
                            which the State is satisfied the Company has an
                            immediate need for; or




     page 10
       Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                       Agreements) Agreement Bill 2008
                                    Termination agreement     Schedule 1




            (b)     if the Company within 14 days after the giving of the
                    notice satisfies the State that it is reasonably likely that
                    the Company will have a reasonable need for the whole
                    or any part of the land mentioned in the notice within
 5                  the period of 5 years next ensuing the State will not
                    within that period sell that part of the Reserve otherwise
                    than to the Company and in the meantime will hold that
                    part subject to this clause.
     (4)    The purchase price of each part of the Reserve (if any) which is
10          purchased by the Company pursuant to this clause shall be at
            such price and on such terms and conditions as are reasonable
            and as the parties by mutual agreement shall determine and
            unless otherwise required by the State such purchase price shall
            be paid on vacant possession of the land being given by the
15          State to the Company.
     (5)    There shall be excepted and reserved to the State such part or
            parts (if any) of the Reserve as are or may from time to time be
            required by the State for road, rail or other public purposes and
            any reference to the Reserve in this clause 5 shall be read as
20          subject to such exception and reservation.
     (6)    The Company acknowledges:
            (a)     that the State has granted interests in land contained
                    within the Reserve to third parties;
            (b)     subject to this clause, that the State may in future grant
25                  interests in land contained in the Reserve to third
                    parties;
            (c)     that the Company shall not have any entitlement to
                    purchase any land contained in the Reserve which is
                    subject to an existing or future third party interest; and
30          (d)     that this clause does not require the State to resume any
                    land comprising part of the Reserve that is the subject
                    of an estate or interest that has been granted prior to the
                    date of this Agreement or in accordance with this
                    clause.




                                                                       page 11
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 1       Termination agreement




     Indemnity
     6.     (1)     (a)    For the avoidance of doubt and notwithstanding
                           clause 4(1) the Company will indemnify and keep
                           indemnified the State and its employees, agents and
 5                         contractors in respect of all actions, suits, claims,
                           demands or costs of third parties arising out of or in
                           connection with any work carried out by the Company
                           pursuant to the State Agreements or relating to its
                           operations under the State Agreements or arising out of
10                         or in connection with the construction, maintenance or
                           use by the Company or its employees, agents,
                           contractors or assignees of the Company's works or
                           services the subject of the State Agreements or the
                           plant, apparatus or equipment installed in connection
15                         with the State Agreements.
                    (b)    The indemnity in this subclause (1) remains in force for
                           a period ending on the date that is 20 years from:
                           (i)     a date to be agreed between the parties;
                                   or
20                         (ii)    if the parties fail to agree a date under
                                   paragraph (i), a date to be determined by the
                                   State,
                           as being the date of cessation of all operations
                           (including as expanded or otherwise modified)
25                         originally established under and pursuant to the State
                           Agreements (including the Smelter, the Concentrator
                           and the Refinery).
            (2)     (a)    The Company will indemnify and keep indemnified the
                           State and its employees, agents and contractors in
30                         respect of all actions, suits, claims, demands or costs of
                           third parties arising out of or in connection with any
                           works or activities of the Company or its employees,
                           agents or contractors or its assignees on and subsequent
                           to the Operative Date relating to operations (including
35                         as expanded or otherwise modified) that were originally
                           established under or pursuant to the State Agreements


     page 12
    Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                    Agreements) Agreement Bill 2008
                                 Termination agreement     Schedule 1




                 (including the Smelter, the Concentrator and the
                 Refinery).
         (b)     The indemnity in this subclause (2) remains in force for
                 a period ending on the same date as the indemnity in
5                subclause (1).
                          SCHEDULE
                    Agreement Mineral Leases


    Mineral Lease      Original Grant Date        Current Expiry
                                                       Date
       15/131                1/1/1967               31/12/2008
       15/140                1/1/1967               31/12/2008
       15/141                1/1/1967               31/12/2008
       15/142                1/1/1967               31/12/2008
       15/149                1/1/1966               31/12/2007
       15/150                1/1/1966               31/12/2007
       15/151                1/1/1966               31/12/2007
       15/346                1/1/1973               31/12/2014
       15/347                1/1/1973               31/12/2014
       15/367                1/1/1976               31/12/2017
       15/368                1/1/1976               31/12/2017
       15/369                1/1/1976               31/12/2017
       15/370                1/1/1976               31/12/2017
       15/371                1/1/1976               31/12/2017
       15/372                1/1/1976               31/12/2017
       15/375                1/1/1976               31/12/2017
       15/376                1/1/1976               31/12/2017
       15/377                1/1/1976               31/12/2017
       15/378                1/1/1976               31/12/2017
       15/379                1/1/1976               31/12/2017




                                                                 page 13
Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
Agreements) Agreement Bill 2008
Schedule 1       Termination agreement




          Mineral Lease     Original Grant Date      Current Expiry
                                                          Date
             15/380               1/1/1976             31/12/2017
             15/381               1/1/1976             31/12/2017
             15/382               1/1/1976             31/12/2017
             15/383               1/1/1976             31/12/2017
             15/384               1/1/1976             31/12/2017
             15/385               1/1/1976             31/12/2017
             15/386               1/1/1976             31/12/2017
             15/387               1/1/1976             31/12/2017
             15/388               1/1/1976             31/12/2017
             15/389               1/1/1976             31/12/2017
             15/482               1/1/1976             31/12/2017
             15/483               1/1/1976             31/12/2017
             15/484               1/1/1976             31/12/2017
             15/485               1/1/1976             31/12/2017
             15/486               1/1/1976             31/12/2017
             15/487               1/1/1976             31/12/2017
             15/488               1/1/1976             31/12/2017
             15/489               1/1/1976             31/12/2017
             15/490               1/1/1976             31/12/2017
             15/491               1/1/1976             31/12/2017
             15/492               1/1/1976             31/12/2017
             15/493               1/1/1976             31/12/2017
             15/494               1/1/1976             31/12/2017
             15/495               1/1/1976             31/12/2017
             15/498               1/1/1976             31/12/2017
             15/499               1/1/1976             31/12/2017
             15/500               1/1/1976             31/12/2017
             15/501               1/1/1976             31/12/2017
             15/502               1/1/1976             31/12/2017



page 14
Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                Agreements) Agreement Bill 2008
                             Termination agreement     Schedule 1




Mineral Lease      Original Grant Date     Current Expiry
                                                Date
   15/504                1/1/1976            31/12/2017
   15/506                1/1/1976            31/12/2017
   15/507                1/1/1976            31/12/2017
   15/508                1/1/1976            31/12/2017
   15/509                1/1/1976            31/12/2017
   15/510                1/1/1976            31/12/2017
   15/511                1/1/1976            31/12/2017
   15/512                1/1/1976            31/12/2017
   15/513                1/1/1976            31/12/2017
   15/514                1/1/1976            31/12/2017
   15/515                1/1/1976            31/12/2017
   15/516                1/1/1976            31/12/2017
   15/517                1/1/1976            31/12/2017
   15/518                1/1/1976            31/12/2017
   15/519                1/1/1976            31/12/2017
   15/520                1/1/1976            31/12/2017
   15/521                1/1/1976            31/12/2017
   15/522                1/1/1977            31/12/2017
   15/523                1/1/1976            31/12/2017
   15/524                1/1/1976            31/12/2017
   15/525                1/1/1976            31/12/2017
   15/526                1/1/1976            31/12/2017
   15/527                1/1/1976            31/12/2017
   15/528                1/1/1976            31/12/2017
   15/529                1/1/1976            31/12/2017
   15/530                1/1/1976            31/12/2017
   15/531                1/1/1976            31/12/2017
   15/532                1/1/1976            31/12/2017
   15/533                1/1/1976            31/12/2017



                                                          page 15
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 1       Termination agreement




               Mineral Lease       Original Grant Date    Current Expiry
                                                               Date
                  15/534                 1/1/1976           31/12/2017
                  15/535                 1/1/1976           31/12/2017

     EXECUTED as a deed.


 5   SIGNED by THE HONOURABLE                        )           [Signature]
     ALAN JOHN CARPENTER                             )
     in the presence of:                             )

               [Signature]
10   __________________________________
     Name: RUTH YOUNG


     THE COMMON SEAL of                              )           [C.S.]
15   BHP BILLITON NICKEL WEST                        )
     PTY LTD ACN 004 184 598 was                     )
     hereunto affixed in accordance with its         )
     constitution in the presence of:                )

20             [Signature]
     __________________________________
     Director
     Name: IAN C EDNEY

25               [Signature]
     __________________________________
     Director/Secretary
     Name: FIONA SMITH




     page 16
            Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                            Agreements) Agreement Bill 2008
                                            Variation agreement    Schedule 2




                  Schedule 2 -- Variation agreement
                                                                        [s. 3]
                                      2008


 5            THE HONOURABLE ALAN JOHN CARPENTER
           PREMIER OF THE STATE OF WESTERN AUSTRALIA


                                      AND


10               BHP BILLITON NICKEL WEST PTY LTD
                               ACN 004 184 598


       ___________________________________________________________


15   NICKEL REFINERY (WESTERN MINING CORPORATION LIMITED)
                        AGREEMENT 1968


     NICKEL REFINERY (WESTERN MINING CORPORATION LIMITED)
                        AGREEMENT 1970
20

              VARIATION OF TERMINATION AGREEMENT


       ___________________________________________________________


25                             [Solicitor's details]



                                                                      page 17
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 2       Variation agreement




     THIS AGREEMENT is made this             12         day of     May    2008


     BETWEEN


 5   THE HONOURABLE ALAN JOHN CARPENTER, MLA., Premier
     of the State of Western Australia, acting for and on behalf of the said
     State and its instrumentalities from time to time (the State)
     and
     BHP BILLITON NICKEL WEST PTY LTD ACN 004 184 598 of
10   152-158 St Georges Terrace, Perth, Western Australia (the Company).


     RECITALS
     A.        The State and the Company are the parties to the agreement
               dated 27 November 2007 ("the Termination Agreement") and
15             in respect of which the State is obliged to introduce and sponsor
               a Bill in the Parliament of Western Australia to ratify its terms
               in accordance with clause 3(1) of the Termination Agreement.
     B.        Subsequent to the execution of the Termination Agreement, the
               Minister for Mines as referred to in clause 5A(1)(b) of the
20             Principal Agreement granted pursuant to that clause a second
               renewal of each of the terms of:
               (1)       mineral leases 15/149, 15/150 and 15/151 for a further
                         period of 21 years commencing on 1 January 2008;
                         and
25             (2)       mineral leases 15/131, 15/140, 15/141 and 15/142 for
                         a further period of 21 years commencing on
                         1 January 2009,
               (these 7 mineral leases are referred to herein as "the Renewed
               Mineral Leases").

     page 18
          Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                          Agreements) Agreement Bill 2008
                                          Variation agreement    Schedule 2




     C.   The State and the Company wish to vary the Termination
          Agreement in the manner and on the terms and conditions set
          out in this Agreement to clarify the application of clause 4(3) of
          the Termination Agreement to the Renewed Mineral Leases.
 5

     NOW THIS AGREEMENT WITNESSES:
     1.   In this Agreement, subject to the context, words or phrases to
          which meanings are given in the Termination Agreement shall
          have the same respective meanings in this Agreement as are
10        given to them in the Termination Agreement.
     2.   The Termination Agreement is hereby varied as follows:
          (1)       in clause 1 by:
                    (a)     inserting before the definition of "Agreement
                            Mineral Leases" the following new definition:
15                                    "Agreement" means this Agreement
                                      as varied by the agreement made on
                                      or about 6 May 2008 between the
                                      State and the Company;
                    (b)     inserting before the definition of "Reserve" the
20                          following new definition:
                                      "Renewed Mineral Leases" means
                                      mineral leases 15/131, 15/140,
                                      15/141, 15/142, 15/149, 15/150 and
                                      15/151;
25        (2)       in clause 4(3)(c) by deleting the words "date of expiry
                    of the current renewed term of the lease is as set out in
                    the schedule and" and substituting the following:
                            "current expiry date of the lease is as set out in the
                            schedule and, except in respect of the Renewed
30                          Mineral Leases,"
                    and

                                                                          page 19
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
     Agreements) Agreement Bill 2008
     Schedule 2       Variation agreement




               (3)       in the schedule by:
                          (a)     deleting "31/12/2008" as the current expiry
                                  date for each of mineral leases 15/131, 15/140,
                                  15/141 and 15/142 and substituting
 5                                "31/12/2029"; and
                          (b)     deleting "31/12/2007" as the current expiry
                                  date for each of mineral leases 15/149, 15/150
                                  and 15/151 and substituting "31/12/2028".


10   EXECUTED as a deed.

     SIGNED by THE HONOURABLE                         )           [Signature]
     ALAN JOHN CARPENTER                              )
     in the presence of:                              )
15
              [Signature]
     __________________________________
     Name: BARBARA LEBER

20   THE COMMON SEAL of                               )           [C.S.]
     BHP BILLITON NICKEL WEST                         )
     PTY LTD ACN 004 184 598 was                      )
     hereunto affixed in accordance with its          )
     constitution in the presence of:                 )
25
               [Signature]
     __________________________________
     Director
     Name: CHRIS CAMPBELL
30
                 [Signature]
     __________________________________
     Director/Secretary
     Name: STEPHEN GEORGE HOOPER
35




     page 20
     Nickel Refinery (BHP Billiton Nickel West Pty Ltd) (Termination of
                                     Agreements) Agreement Bill 2008



                                                                                       Defined Terms


                                   Defined Terms
     [This is a list of terms defined and the provisions where they are defined.
                            The list is not part of the law.]
Defined Term                                                                                 Provision(s)
Minister for Mines .......................................................................................5(1)
principal agreement......................................................................................5(1)
scheduled agreement ........................................................................................ 3
special mineral leases...................................................................................5(1)
termination agreement...................................................................................... 3
variation agreement.......................................................................................... 3




 


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