1. Definitions and Interpretation 2 1.1 Definitions 2 1.2 Interpretation 2 2. Conditions Precedent 2 2.1 Conditions Precedent 2 2.2 Benefit and waiver of Conditions Precedent 3 2.3 Obligation to achieve satisfaction of Conditions Precedent 4 2.4...

Exhibit 4.15

Implementation Agreement

Rio Tinto Limited

Rio Tinto plc

BHP Billiton Limited

BHP Billiton plc

* * *Pursuant to a request for confidential treatment filed

with the Securities and Exchange Commission, confidential

portions of this exhibit have been omitted and filed separately

with the Securities and Exchange Commission

Implementation Agreement

* * *Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission

Table of Contents


1.	Definitions and Interpretation		2

	1.1	Definitions	2

	1.2	Interpretation	2

2.	Conditions Precedent		2

	2.1	Conditions Precedent	2

	2.2	Benefit and waiver of Conditions Precedent	3

	2.3	Obligation to achieve satisfaction of Conditions Precedent	4

	2.4	Obligation to obtain consent	6

	2.5	End Date	6

3.	Conduct prior to Completion		6

	3.1	Business conduct prior to Completion	6

	3.2	Consequences of an Event	7

	3.3	Capital Expenditure prior to JV Commencement Date	9

	3.4	RGP5 warranty	10

	3.5	Pre-Completion obligations	11

	3.6	Implementation Management Committee	12

	3.7	Implementation Oversight Committee	15

	3.8	* * *	16

4.	Shareholder Meetings and shareholder approval materials		16

	4.1	Shareholder Meetings	16

	4.2	Form and Content	16

	4.3	Supply and use of information	16

	4.4	Responsibility for own information	17

5.	Reorganisation		18

	5.1	Incorporation of the Manager	18

	5.2	Constitutions of JV Entities	18

	5.3	Obligations to undertake pre-Completion reorganisations	18

	5.4	Other reorganisation steps	19

	5.5	Additional reorganisation steps	20

	5.6	Corporate structure	20

	5.7	Conditions precedent to pre-Completion reorganisations	20

	5.8	Conditions precedent to other reorganisations	20

	5.9	Duty on earlier reorganisations	21

6.	Completion		22

	6.1	Timing of Completion	22

	6.2	Obligations at Completion	22

	6.3	Inter-dependency	23

	6.4	WA Iron Ore JV commencement	23

7.	Subscription for Debentures		24

	7.1	Subscription for Debentures on Completion	24

	7.2	Subscription Price payable by Rio Tinto and BHP Billiton opening cash amounts	24

	7.3	Subscription Price payable by BHP Billiton and Rio Tinto opening cash amounts	24

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	7.4	Subscription for Debentures after Completion	25

	7.5	Further subscription for Debentures after Completion	25

	7.6	Method of payment of subscription price for Debentures	26

8.	New Capital Expansion Projects, other capital expansion projects and studies		26

9.	Employment contract for CEO		28

10.	Historical Iron Ore Asset Information		28

	10.1	Availability of Historical Iron Ore Asset Information	28

	10.2	Information within control of JV Entities	29

11.	* * *		29

12.	WA Iron Ore JV Accounting Systems		29

13.	Undisclosed Liabilities		30

14.	Debt at JV Commencement Date		32

	14.1	* * *	32

	14.2	Intra-group Debt	32

	14.3	Existing JV Deposits	33

15.	Indemnified Tax Liabilities		33

16.	Representations and warranties		34

	16.1	Warranties	34

	16.2	Acknowledgement	34

	16.3	Manager must notify Rio Tinto and BHP Billiton of breach	34

	16.4	Rio Tinto indemnity	34

	16.5	BHP Billiton indemnity	34

	16.6	Limits on Claims	35

17.	Public announcements and confidentiality		35

	17.1	Public announcements	35

	17.2	Rio Tinto and BHP Billiton responsible for respective Related Corporations, officers and employees and professional advisers	36

	17.3	Obligations of confidence	36

	17.4	Permitted disclosure	37

	17.5	Conditions to disclosure	37

	17.6	Form of Disclosure	38

	17.7	Other obligations of confidentiality	38

	17.8	Termination	38

18.	GST		38

	18.1	Definitions	38

	18.2	Recovery of GST	39

	18.3	Liability net of GST	39

	18.4	Adjustments	39

	18.5	Revenue exclusive of GST	39

	18.6	Cost exclusive of GST	39

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19.	Xxxxxxxxxxx		00

00.	Iron Ore JV Framework Agreement		39

21.	Governing law and jurisdiction		40

	21.1	Governing law	40

	21.2	Final judgment conclusive and enforceable	40

	21.3	Dispute Resolution	40

	21.4	Service of process	41

22.	Ancillary provisions		41

	22.1	Notices	41

	22.2	Severability	42

	22.3	Variation	42

	22.4	No waiver	42

	22.5	Remedies	42

	22.6	No merger	43

	22.7	Costs and expenses	43

	22.8	Entire agreement	43

	22.9	Further assurances	43

	22.10	Change of Law	43

	22.11	Enurement	44

	22.12	Civil Liability Xxx 0000	44

	22.13	Counterparts	44

Schedule 1			45

	Definitions and Interpretation		45

Schedule 2			77

	Competition Law Conditions Precedent		77

Schedule 3			81

	Part 1: Tax Conditions Precedent		81

	Part 2: Stamp Duty Conditions Precedent		82

Schedule 4			84

	Identified Expansion Capital Projects		84

Schedule 5			85

	Part 1: RGP5 Handover Verification Process		85

	* * *		87

	* * *		88

Schedule 6			89

	Employees		89

Schedule 7			94

	Reorganisation Steps		94

Schedule 8			104

	Financial Adjustment Mechanism		104

Schedule 9			121

	Warranties		121

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Schedule 10		122

	Owners’ Council Completion Resolutions	122

Schedule 11		125

	Joint Venture Agreement	125

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Date				2009



Parties



1.	Rio Tinto Limited (ABN 96 004 458 404), a company incorporated in Australia, of Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx (*RTL*).

2.	Rio Tinto plc (registration number 00719885), a company incorporated in England and Wales, of 0 Xxxxxxxxxx Xxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx (*RTP* and, together with RTL, *Rio Tinto*).

3.	BHP Billiton Limited (ABN 49 004 028 077), a company incorporated in Australia, of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx (*BHPBL*).

4.	BHP Billiton plc (registration number 3196209), a company incorporated in England and Wales, of Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxx Xxxxxxx (*BHPBP* and, together with BHPBL, *BHP Billiton*).

Recitals



	A.	On 5 June 2009, BHP Billiton and Rio Tinto entered into an Iron Ore JV Framework Agreement concerning a proposal to establish a 50:50 iron ore production joint venture in accordance with certain Core Principles agreed between them.

	B.	In accordance with clause 1 of the Iron Ore JV Framework Agreement, Rio Tinto and BHP Billiton have negotiated this Agreement, the Joint Venture Agreement and the other Transaction Documents for the establishment of the WA Iron Ore JV.

	C.	This Agreement prescribes:

		(a)	conditions precedent to establishment of the WA Iron Ore JV;

		(b)	what Rio Tinto and BHP Billiton must do to prepare for establishment of the WA Iron Ore JV; and

		(c)	the warranties that each of Rio Tinto and BHP Billiton must give to the other, as a basis for establishment of the WA Iron Ore JV.

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It is agreed as follows.

Definitions and Interpretation

1.1		Definitions

		In this Agreement, unless the subject matter or context requires otherwise, the terms defined in item 1.1 of Schedule 1 have the meaning given to them in that schedule.

1.2		Interpretation

		The interpretation provisions in items 1.2 to 1.7 of Schedule 1 apply to the interpretation of this Agreement.

Conditions Precedent

2.1		Conditions Precedent

		Completion is conditional on prior satisfaction of the following conditions precedent:

	(a)		(Competition law approvals): The competition law Conditions Precedent set out in Schedule 2.

	(b)		(FIRB approval): The Treasurer of the Commonwealth of Australia either:

(i)

ceasing to be empowered to make an order under Part II of the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) in respect of:

	(A)		Rio Tinto and BHP Billiton entering into the WA Iron Ore JV (and performing their obligations concerning the WA Iron Ore JV); and

	(B)		each of Rio Tinto and BHP Billiton implementing its respective reorganisation steps pursuant to clause 5.3,

			with no order being made; or

	(ii)		giving advice in writing of a decision by or on behalf of the Treasurer stating or to the effect that the Commonwealth Government of Australia has no objection in relation to:

	(A)		Rio Tinto and BHP Billiton entering into the WA Iron Ore JV (and performing their obligations concerning the WA Iron Ore JV); and

	(B)		each of Rio Tinto and BHP Billiton implementing its respective reorganisation steps pursuant to clause 5.3.

	(c)		(Tax): BHPBL (as Head Company of the BHP Billiton Consolidated Group) and RTL (as Head Company of the Rio Tinto Consolidated Group) obtaining the Private Rulings from the Commissioner of Taxation set out in Part 1 of Schedule 3.

	(d)		(Stamp Duty): To the extent that the ruling, advice or decision relates to:

(i)

Rio Tinto:

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(A)

a relevant entity in the Rio Tinto Group obtaining each ruling, advice or decision set out in item 1.1 of Part 2 of Schedule 3 from the applicable Commissioner of State Revenue or Commissioner of Territory Revenue; or

(B)

if the relevant Commissioner will not issue such a ruling, advice or decision and item 1.2 of Part 2 of Schedule 3 expressly contemplates such a scenario, Rio Tinto, acting reasonably, being satisfied of the matters set out in item 1.2 of Part 2 of Schedule 3 in relation to the subject matter of that ruling, advice or decision; and

(ii)

BHP Billiton:

(A)

a relevant entity in the BHP Billiton Group obtaining each ruling, advice or decision set out in item 1.3 of Part 2 of Schedule 3 from the applicable Commissioner of State Revenue or Commissioner of Territory Revenue; or

(B)

if the relevant Commissioner will not issue such a ruling, advice or decision and item 1.4 of Part 2 of Schedule 3 expressly contemplates such a scenario, BHP Billiton, acting reasonably, being satisfied of the matters set out in item 1.4 of Part 2 of Schedule 3 in relation to the subject matter of that ruling, advice or decision.

(e)

(Western Australian Government approvals):

	(i)		* * *

	(ii)		* * *

	(f)		(Shareholder approvals): The necessary shareholder resolutions to approve the WA Iron Ore JV being passed by the members of each of Rio Tinto and BHP Billiton.

	(g)		(Security and reorganisations):

	(i)		the reorganisation steps to be implemented pursuant to clause 5.3 being completed;

	(ii)		the Parent Company Guarantees being given;

	(iii)		the Owner Cross Charges being granted; and

	(iv)		any Creditor Deed Poll required in respect of the Agreed Opening Iron Ore Loans and the Agreed Opening Excluded Loans being executed.

2.2

Benefit and waiver of Conditions Precedent

	(a)		The Conditions Precedent in clause 2.1 (other than paragraphs (c) and (d)) are for the benefit of each of Rio Tinto and BHP Billiton, and Rio Tinto and BHP Billiton may only jointly waive any non-fulfilment of any of those Conditions Precedent by giving their written consent.

	(b)		The Conditions Precedent in clause 2.1(c):

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	(i)		in respect of item 1.2 of Part 1 of Schedule 3 are for the benefit of Rio Tinto and only Rio Tinto may waive any non-fulfilment of any one or more of those Conditions Precedent by giving its written consent; and

	(ii)		in respect of item 1.3 of Part 1 of Schedule 3 are for the benefit of each of Rio Tinto and BHP Billiton, and Rio Tinto and BHP Billiton may only jointly waive any non-fulfilment of any of those Conditions Precedent by giving their written consent.

	(c)		The Conditions Precedent in clause 2.1(d)(i) are for the benefit of Rio Tinto and only Rio Tinto may waive any non-fulfilment of any one or more of those Conditions Precedent by giving its written consent, provided that Rio Tinto bears any Stamp Duty that may be payable in relation to the matters to which the relevant Condition Precedent relates (and, for the avoidance of doubt, the Stamp Duty must not be borne by a JV Entity).

	(d)		The Conditions Precedent in clause 2.1(d)(ii) are for the benefit of BHP Billiton and only BHP Billiton may waive any non-fulfilment of any one or more of those Conditions Precedent by giving its written consent, provided that BHP Billiton bears any Stamp Duty that may be payable in relation to the matters to which the relevant Condition Precedent relates (and, for the avoidance of doubt, the Stamp Duty must not be borne by a JV Entity).

2.3

Obligation to achieve satisfaction of Conditions Precedent

	(a)		Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to achieve satisfaction of the Conditions Precedent as soon as practicable.

	(b)		In complying with paragraph (a), each of Rio Tinto and BHP Billiton must:

	(i)		cooperate with the other for the purposes of satisfying the Conditions Precedent;

	(ii)		to the extent permitted by the relevant Authority, use its reasonable endeavours to ensure that discussions or communications with an Authority relating substantially or primarily to the WA Iron Ore JV, including any notification or submission to the Authority in relation to the WA Iron Ore JV, occur on a joint basis;

	(iii)		where a joint submission to an Authority in relation to the WA Iron Ore JV is not permitted or practicable, use its reasonable endeavours to ensure that, to the extent permitted by law, drafts of its submission are provided to the other and the material content of each notification or submission is jointly agreed prior to lodgement; and

	(iv)		keep the other informed of:

	(A)		progress in respect of procuring the satisfaction of any Condition Precedent, including providing copies of any correspondence or lodgements with an Authority;

	(B)		any fact, matter or circumstance of which it becomes aware that it reasonably believes will result in any delay in the satisfaction of a Condition Precedent or a Condition Precedent not being satisfied in accordance with its terms; and

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(C)

satisfaction of a Condition Precedent which applies to it, within two Business Days after becoming aware of the satisfaction of such Condition Precedent.

(c)

In relation to any discussions with an Authority that are not conducted on a joint basis, each of Rio Tinto and BHP Billiton must:

	(i)		to the extent practicable, give the other prior notice of the discussion if it reasonably expects that matters of substance relating to the WA Iron Ore JV will arise;

	(ii)		to the extent practicable, use its reasonable endeavours to agree with the other a common position on matters relating to the WA Iron Ore JV and to present that position during any discussions with an Authority;

	(iii)		refrain from representing the views of the other and, where a common position has not been agreed and it knows the other holds a different view regarding matters relating to the WA Iron Ore JV, refrain from referring to or discussing that difference in view; and

	(iv)		if matters relating to the WA Iron Ore JV are discussed, inform the other of the substance of such discussions as soon as practicable after they have been held.

(d)

Nothing in this Agreement requires Rio Tinto or BHP Billiton to:

(i)

* * *

	(A)		* * *

	(B)		* * *

(ii)

disclose any competitively sensitive or confidential information to the other.

	(e)		For the avoidance of doubt, if a Condition Precedent is satisfied on the basis of a condition or an undertaking that is accepted by Rio Tinto and BHP Billiton under clauses 2.3(d) and 1.1, that Condition Precedent will have been satisfied,

	(f)		Notwithstanding that a particular Condition Precedent under clause 2.1(c) or clause 2.1(d) has been satisfied, if, between the date of this Agreement and Completion, * * *

	(i)		BHP Billiton, in the case of the Conditions Precedent in clauses 2.1(c) (in respect of item 1.1 of Part 1 of Schedule 3) and 2.1(d)(ii); and

	(ii)		Rio Tinto, in the case of the Conditions Precedent in clauses 2.1(c) (in respect of item 1.2 of Part 1 of Schedule 3) and 2.1(d)(i); and

	(iii)		either BHP Billiton or Rio Tinto in the case of the Conditions Precedent in item 1.3 of Part 1 of Schedule 3,

may give a notice to the other pursuant to this clause 2.3(f) and the relevant Condition Precedent will be deemed to be no longer satisfied until such time as notice is given to the contrary.

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2.4		Obligation to obtain consent

		Where an Authority, as a condition of giving an Authorisation required to satisfy a Condition Precedent, requires BHP Billiton (or a BHP Billiton Group entity) or Rio Tinto (or a Rio Tinto Group entity) to provide an undertaking or agree to any condition, then BHP Billiton or Rio Tinto, as applicable, must first, before such undertaking or condition is agreed to, obtain the consent of the other, * * *

	(a)		* * *

	(b)		* * *

		No such undertaking or condition will affect the Participating Shares of the Owners as at the JV Commencement Date, as set out in clause 2.1(d) of the Joint Venture Agreement.

2.5		End Date

		This Agreement, other than this clause 2 and clauses 1 (Definitions and Interpretation), 17 (Public announcements and confidentiality), 18 (GST), 20 (Iron Ore JV Framework Agreement), 21 (Governing law and jurisdiction) and 22 (Ancillary provisions), will immediately terminate and be of no further force or effect if the Conditions Precedent are not satisfied or waived by 31 December 2010 or such later date as Rio Tinto and BHP Billiton may agree in writing (*End Date*). Termination of this Agreement will be without prejudice to the rights of Rio Tinto or BHP Billiton that have arisen prior to termination, including any claim under the Iron Ore JV Framework Agreement.

Conduct prior to Completion

3.1

Business conduct prior to Completion

(a)

Subject to this clause 3, except where otherwise agreed by Rio Tinto or BHP Billiton, from the date of this Agreement until the JV Commencement Date, each of BHP Billiton and Rio Tinto must, and must procure that each of its Related Corporations:

	(i)		operate its Relevant Period Iron Ore Assets in the ordinary course, independently of the other; but

	(ii)		not dispose of its Relevant Period Iron Ore Assets otherwise than in the ordinary course, and must not grant any Security Interest over its Relevant Period Iron Ore Assets other than a Security Interest that would be permitted under clause 11 of the Joint Venture Agreement if it were in force.

(b)

Paragraph (a) does not restrict either BHP Billiton or Rio Tinto (or their respective Related Corporations) prior to Completion:

	(i)		marketing and selling Iron Ore Product; or

	(ii)		initiating or progressing:

	(A)		any expansion capital project in respect of any Relevant Period Iron Ore Asset that is not listed in Schedule 4; or

	(B)		any acquisition that falls within the definition of a New Opportunity.

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3.2

Consequences of an Event

	(a)		If a Relevant Period Iron Ore Asset (other than a construction project in progress) of any of a BHP Billiton JV Entity, other BHP Billiton Group entity, a Rio Tinto JV Entity or other Rio Tinto Group entity is, or has been, damaged or destroyed due to the happening of an event during the Relevant Period, BHP Billiton or Rio Tinto (as applicable) must reinstate, repair or replace (or must procure that the relevant JV Entity or BHP Billiton Group entity or Rio Tinto Group entity, as applicable, reinstates, repairs or replaces) such Relevant Period Iron Ore Assets to the same capacity and standard as prior to the damage or destruction as soon as practicable after the date of this Agreement, provided that such capacity or standard may be improved to the next highest level available where the original capacity or standard is no longer available or feasible.

	(b)		If a Relevant Period Iron Ore Asset is destroyed or damaged, and/or an event which would give rise to a business interruption claim under the Agreed Policy Terms (whether or not the event also involved the destruction of, or damage to, a Relevant Period Iron Ore Asset) occurs, during the Relevant Period (an *Event*), whichever of BHP Billiton or Rio Tinto owns, or whose Related Corporation owns, the relevant Relevant Period Iron Ore Assets or would be entitled to make a business interruption claim under the Agreed Policy Terms must procure that the Adjuster assesses the loss arising from the business interruption in accordance with the Agreed Policy Terms. Any damage, destruction, loss or series of losses arising from substantially the same facts, matters or circumstances will be taken to relate to a single Event, regardless of the number of locations affected.

	(c)		If one or more JV Entities suffers loss as a result of an Event and those JV Entities do not, in aggregate, receive insurance proceeds and other recoveries (net of the costs of those recoveries and the amounts (if any) that the JV Entities have to remit to their insurers) (together, *Recoveries*) that are not Excluded Assets, and are not amounts on account of GST, in respect of that Event equal to the aggregate of:

	(i)		the amount of the loss from business interruption assessed by the Adjusters pursuant to paragraph (b); and

	(ii)		the actual costs expended by the JV Entities or their Related Corporations in reinstating, repairing or replacing the relevant Relevant Period Iron Ore Assets (*PD Costs*),

(together, the Assessed Loss) within 24 months after the date of the Event (the Claim Period), then:

(iii)

whichever of BHP Billiton or Rio Tinto is a Related Corporation of the JV Entities that suffered the loss must bear the amount of the Assessed Loss in excess of the applicable Deductible (not to exceed the Maximum Amount) less all Recoveries in respect of the Assessed Loss received by the JV Entities during the Claim Period that do not constitute Excluded Assets and are not amounts on account of GST (the Shortfall), by:

(A)

to the extent that the Shortfall relates to PD Costs – subscribing for Shares in the relevant Issuer or procuring that the relevant JV Entities

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	(B)		apply Excluded Assets, in amounts sufficient in aggregate to cover that element of the Shortfall; and

	(C)		to the extent that the Shortfall relates to loss from business interruption (*BI Loss*) - paying to whichever of BHP Billiton or Rio Tinto is not a Related Corporation of the relevant JV Entity an amount equal to half of that element of the Shortfall; and

(iv)

any Recoveries with respect to the Event received by the relevant JV Entities after the Claim Period will constitute Excluded Assets.

For the purposes of this paragraph (c):

(v)

Deductible means:

	(A)		where the Event relates to, or arises from, damage to, or destruction of, a shiploader or wharf - * * * per Event; and

	(B)		in all other cases - * * * per Event; and

(vi)

in determining the extent to which a Shortfall relates to PD Costs and to BI Loss respectively, any Recoveries received with respect to the relevant Event that are not Excluded Assets and the applicable Deductible are each taken to relate to PD Costs and BI Loss in the same proportion that the PD Costs and BI Loss respectively bear to the Assessed Loss.

(d)

If one or more JV Entities suffers loss as a result of an Event, and such JV Entities receive (whether before or after the JV Commencement Date) insurance proceeds in respect of that Event in excess of the lesser of:

	(i)		the Assessed Loss; and

	(ii)		the Maximum Amount,

			the excess insurance proceeds will constitute Excluded Assets.

	(e)		If further PD Costs are expended after the Claim Period in relation to an Event, whichever of BHP Billiton or Rio Tinto is a Related Corporation of the JV Entity that expended those PD Costs must bear those additional PD Costs by, at the end of each six month period following the end of the Claim Period, subscribing for Shares in the relevant Issuer or procuring that the relevant JV Entity applies Excluded Assets, in amounts sufficient in aggregate to cover PD Costs for that six month period.

	(f)		Each of BHP Billiton and Rio Tinto must, and must procure that its relevant Related Corporations, take all reasonable actions to recover the maximum amount possible with respect to any Event from its insurers or any relevant third parties as soon as reasonably practicable.

	(g)		Each of BHP Billiton and Rio Tinto may, at its discretion, effect and maintain liability (including with respect to contract works), property damage and business interruption insurances (if any) in connection with its Relevant Period Iron Ore Assets during the Relevant Period.

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	(h)		Each of BHP Billiton and Rio Tinto may, at its discretion, effect and maintain contract works insurance in connection with any construction project relating to its Relevant Period Iron Ore Assets commenced or in progress during the Relevant Period.

	(i)		Whichever of BHP Billiton or Rio Tinto is a Related Corporation of a JV Entity that is the subject of a public liability claim (including in connection with contract works) after the JV Commencement Date in connection with an event that happened during the Relevant Period must bear any expenditure by the JV Entity in connection with the public liability claim by subscribing for Shares in the relevant Issuer or procuring that the relevant JV Entity applies Excluded Assets, in amounts sufficient in aggregate to cover that liability and associated costs. Any Recoveries by the JV Entity with respect to such expenditure received after the JV Commencement Date will constitute Excluded Assets.

	(j)		If a Relevant Period Iron Ore Asset that is a construction project in progress of a BHP Billiton JV Entity or other BHP Billiton Group entity or of a Rio Tinto JV Entity or other Rio Tinto Group entity, respectively, is damaged or destroyed due to the happening of an Event during the Relevant Period, BHP Billiton or Rio Tinto (as applicable) must reinstate, repair or replace (or must procure that the relevant JV Entity or BHP Billiton Group entity or Rio Tinto Group entity, as applicable, reinstates, repairs or replaces), such Relevant Period Iron Ore Asset to at least the same capacity and standard as prior to the loss or destruction as soon as practicable.

	(k)		Whichever of BHP Billiton or Rio Tinto is a Related Corporation of the JV Entity that owns a Relevant Period Iron Ore Asset that is a construction project in progress that is damaged or destroyed due to the happening of an Event during the Relevant Period must bear the full costs to the JV Entity of reinstating, repairing or replacing such Relevant Period Iron Ore Asset incurred after the JV Commencement Date by subscribing for Shares in the relevant Issuer or procuring that the relevant JV Entity applies Excluded Assets, in amounts sufficient in aggregate to cover those costs. Any Recoveries with respect to such costs received after the JV Commencement Date by the JV Entity that owns the relevant Relevant Period Iron Ore Asset (whether under a contract works insurance policy or otherwise) will constitute Excluded Assets.

	(l)		If a JV Entity receives a payment after the JV Commencement Date under any property damage and business interruption insurance policy in connection with an Event that happened during the Relevant Period, and the applicable deductible under the relevant insurance policy is less than the applicable Deductible under paragraph (c), then to the extent that the payment, when aggregated with any prior insurance payments received (whether before or after the JV Commencement Date) relating to the same Event under any property damage and business interruption insurance policy, does not exceed the difference between the applicable deductible under the relevant insurance policy and the applicable Deductible under paragraph (c), that payment will constitute an Excluded Asset.

3.3

Capital Expenditure prior to JV Commencement Date

(a)

Each of Rio Tinto and BHP Billiton agrees to continue to invest in sustaining capital expenditure for its Relevant Period Iron Ore Assets in the ordinary course, between the date of this Agreement and the JV Commencement Date.

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(b)

Schedule 4 identifies the Board sanctioned expansion capital projects in relation to Relevant Period Iron Ore Assets involving expected capital expenditure of US$250 million or more and publicly announced by Rio Tinto or BHP Billiton, respectively, as at the date of the Iron Ore JV Framework Agreement, which will form part of the Iron Ore Assets from the JV Commencement Date. * * *

3.4

RGP5 warranty

(a)

BHP Billiton warrants that:

	(i)		RGP5 will be designed, constructed and commissioned for the purpose contemplated by, and in accordance with, the RGP5 Scope of Work provided to Rio Tinto by BHP Billiton; and

	(ii)		the entire costs (excluding the costs of prefeasibility and feasibility studies (*RGP5 study costs*)) of procuring the completion of design, construction and commissioning of RGP5 in accordance with the RGP5 Scope of Work and achieving RGP5 Handover will not exceed US$4.8 billion (85% share).

	(b)		BHP Billiton will be liable for * * * and for all costs incurred above US$4.8 billion (85% share), excluding RGP5 study costs, in connection with the completion of design, construction and commissioning of RGP5 in accordance with the RGP5 Scope of Work (as varied from time to time in accordance with this clause 3.4) and achieving RGP5 Handover and these amounts will be funded in accordance with paragraph (d), and will not constitute XX Xxxx Costs. Until the JV Commencement Date, BHP Billiton must use all reasonable endeavours to ensure that RGP5 Handover is achieved by 31 December 2011. For the avoidance of doubt, all RGP5 Facilities which have been or are to be constructed or procured for the purposes of RGP5 will be Iron Ore Assets.

	(c)		After the JV Commencement Date, the Manager must ensure that RGP5 is designed, constructed and commissioned in accordance with the RGP5 Scope of Work and the Agreed Practice Standard, except as otherwise agreed by the Owners’ Council.

	(d)		In relation to all amounts for which BHP Billiton is liable under paragraph (b), BHP Billiton must procure that:

	(i)		the relevant BHP Billiton JV Entity applies funds which are Excluded Assets; or

	(ii)		the BHP Billiton Owner subscribes for Shares in the BHP Billiton Issuer,

in amounts sufficient (in aggregate) to cover BHP Billiton’s liability. BHP Billiton must procure that the BHP Billiton Issuer applies all proceeds of subscription to meet the costs for which BHP Billiton is liable under paragraph (b).

	(e)		* * *

	(f)		* * *

	(g)		* * *

	(h)		* * *

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3.5

Pre-Completion obligations

	(a)		Each of Rio Tinto and BHP Billiton must negotiate in good faith for the purposes of agreeing *Terms of Reference* for the Audit Committee, the Remuneration Committee, the Technical Committee and the Sustainable Development Committee as soon as reasonably practicable after the date of this Agreement, and in any event no later than 90 days after the date of this Agreement.

	(b)		Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to do the following things as soon as reasonably practicable after the date of this Agreement, and in any event no later than Completion:

(i)

(Common valuer):

	(A)		identify and appoint a common valuer to determine any fair market valuations required by them in relation to the accounting treatment of the other’s Iron Ore Assets, subject to paragraph (B) and having regard to the tender process for the initial Auditor of the WA Iron Ore JV referred to in clause 3.6(b)(viii); but

	(B)		if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers may be appointed;

	(ii)		(AUP): negotiate in good faith for the purposes of agreeing the AUPs to be undertaken by the Auditor;

	(iii)		(Revised Accounting Policy):

(A)

negotiate in good faith for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clause; and

(B)

submit the Revised Accounting Policy to the Implementation Oversight Committee for consideration and approval and, if so agreed, procure that a representative of each of the Owners initials the Revised Accounting Policy at Completion;

(iv)

(Tax Allocation Methodology): negotiate in good faith for the purposes of agreeing the appropriate Tax Allocation Methodology for attribution to Iron Ore Assets and Iron Ore Liabilities, and Excluded Assets and Excluded Liabilities, of:

(A)

payments made and received in respect of:

	(1)		tax by the Head Company of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable); or

	(2)		any other taxes (including GST, payroll tax, land tax or like items) which are assessed or payable on a group basis; and

(B)

payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company of the BHP

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Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable),

			for the purposes of the Funding and Distribution Policy. The Tax Allocation Methodology must have regard to the general principles set out in items 8.2 and 8.6 of the Funding and Distribution Policy;

	(v)		(Initial Agreed Interest Rate and Initial Agreed Term recommendation): negotiate in good faith for the purposes of agreeing:

(A)

the Initial Agreed Interest Rate for Participant Loans, Call Deposits, Term Deposits and Sole Risk Loans; and

(B)

the Initial Agreed Term for Participant Loans and Term Deposits,

			which will apply under the Funding and Distribution Policy;

	(vi)		(Infrastructure and Blending Principles): negotiate in good faith for the purposes of agreeing legally binding agreements reflecting the principles set out in the Infrastructure and Blending Principles (the *Infrastructure Sharing Agreement* and the *Blending Agreement*); and

	(vii)		(Set-Off Agreement): negotiate in good faith for the purposes of agreeing a legally binding *Set-Off Agreement*, which allows for the offsetting of amounts as contemplated by the Funding and Distribution Policy.

(c)

The Revised Accounting Policy must:

	(i)		be consistent in all material respects with the policies referred to in item 8 of the Accounting Policy including, without limitation, the modifications to be applied to the accounting policies of the Rio Tinto Group and the BHP Billiton Group for the purposes of preparing JV Financial Information as set out in schedule 1 to the Accounting Policy;

	(ii)		subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are consistent with each other, be consistent with those accounting policies; and

	(iii)		subject to sub-paragraph (i) above, and to the extent that the accounting policies adopted by the Rio Tinto Group and the BHP Billiton Group are not consistent with each other, adopt the accounting policy that is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information. An accounting policy that is different from the policy used by either the Rio Tinto Group or the BHP Billiton Group may be adopted if it is expected to maximise the costs to be expensed and result in such costs being reported at the earliest possible time in the JV Financial Information, but having regard to the costs and benefits of adopting an accounting policy which is different from the accounting policies of both Owners.

3.6

Implementation Management Committee

(a)

As soon as practicable after the date of this Agreement, Rio Tinto and BHP Billiton must establish an Implementation Management Committee made up of the future CEO, the

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			designated future members of the Senior Executive Team and other senior members of the future management team. The Implementation Management Committee must be drawn approximately equally from current employees of the Rio Tinto Group and the BHP Billiton Group and members will be appointed by agreement between Rio Tinto and BHP Billiton.

	(b)		The role of the Implementation Management Committee will, subject to antitrust Law, be to act as a forum for consultation and planning between Rio Tinto and BHP Billiton in relation to the implementation of the WA Iron Ore JV, and to make recommendations to the Implementation Oversight Committee as directed by the Implementation Oversight Committee or considered appropriate by the Implementation Management Committee, having regard in all cases to the provisions of the Joint Venture Agreement including the mandate given to the CEO under clause 4.7 of the Joint Venture Agreement to make the WA Iron Ore JV operationally stand-alone as soon as practicably possible. Recommendations will be made on subjects including without limitation the following:

	(i)		(Related party transactions): identification of all related party transactions between JV Entities and Affiliates, and whether they should cease on, or continue after, the JV Commencement Date;

	(ii)		(Systems recommendation): systems, standards and procedures to be adopted by the WA Iron Ore JV from the JV Commencement Date. Except as otherwise agreed between BHP Billiton and Rio Tinto (for example under the Transaction Documents), the WA Iron Ore JV will initially source systems, standards and procedures from the BHP Billiton Group and Rio Tinto Group selected by reference to their fitness for purpose in the overall context of the WA Iron Ore JV;

	(iii)		(Transitional services recommendation): identification of the transitional services to be provided by Rio Tinto, BHP Billiton or their Affiliates to the Manager from the JV Commencement Date, which are to be specified in the relevant schedule to the Transitional Services Agreement;

	(iv)		(Support Assets recommendation): in relation to assets in which the BHP Billiton Group or Rio Tinto Group has a legal, beneficial or economic interest, other than assets expressly referred to in the definition of Excluded Assets, that are used for functions that support Iron Ore Production Activities, the division of those assets into the following classes:

(A)

assets that should form part of the WA Iron Ore JV, to be made available on the JV Commencement Date (Support Assets); and

(B)

assets that should not form part of the WA Iron Ore JV (Retained Assets).

In making the Support Assets recommendation, the Implementation Management Committee must apply the following principles:

(C)

assets primarily used in connection with BHP Billiton or Rio Tinto’s Iron Ore Production Activities should generally be Support Assets; and

(D)

assets not primarily used in connection with BHP Billiton or Rio Tinto’s Iron Ore Production Activities should generally be Retained Assets;

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	(v)		(First Business Plan): the First Business Plan, which must be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement;

	(vi)		(First Budget): the First Budget, which must be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement (including the First Synergies Capture Plan as a discrete component);

	(vii)		(First Synergies Capture Plan): the First Synergies Capture Plan, which must:

(A)

reflect the Expected JV Synergies;

(B)

include details of the synergies the WA Iron Ore JV is expected to achieve, which will form a baseline against which synergy capture can be measured; and

(C)

be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement.

	(viii)		(Initial Auditor and internal auditor recommendation): a recommendation as to the identity of the initial Auditor and of the internal auditor of the WA Iron Ore JV. The Implementation Management Committee must make the initial Auditor recommendation prior to Completion, having first conducted a tender process in relation to the initial Auditor. The Implementation Management Committee must make the initial internal auditor recommendation prior to Completion, in accordance with the resourcing model for the internal auditor determined by the Implementation Oversight Committee and having first conducted such selection process as the Implementation Oversight Committee agrees (which may include a tender process);

	(ix)		(Workforce recommendations): in relation to the WA Iron Ore JV’s workforce:

	(A)		subject to clause 4.5(e) of the Joint Venture Agreement, organisation design principles applicable for the WA Iron Ore JV workforce at all levels and for all functions, including for the Senior Executive Team, consistent with the Workforce Principles;

	(B)		offers of employment and associated recruitment processes for employees and contractors, which must be designed in accordance with the Workforce Principles and items 2 and 6 of Schedule 6;

	(C)		subject to clause 4.6(a) of the Joint Venture Agreement, remuneration and benefit principles, which must be developed in accordance with the Workforce Principles and item 3 of Schedule 6;

	(D)		long-term incentive arrangements for eligible employees, which must be designed in accordance with the Workforce Principles and item 3 of Schedule 6;

	(E)		defined contribution and, where applicable, defined benefit superannuation arrangements, which must be developed in accordance with the Workforce Principles and item 4 of Schedule 6; and

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(F)

subject to clause 4.15 of the Joint Venture Agreement, workers’ compensation insurance arrangements, which must be developed in accordance with the Workforce Principles and item 5 of Schedule 6;

(x)

(Procurement model recommendation): the procurement arrangements and procedures to apply to the WA Iron Ore JV from the JV Commencement Date; and

(xi)

(Hedging Policy): the hedging policy to apply to the WA Iron Ore JV from the JV Commencement Date.

(c)

The Implementation Management Committee must prepare and provide to each of Rio Tinto and BHP Billiton one month prior to the expected date of Completion * * * in relation to the period from the JV Commencement Date to the end of that Half Year. At Completion each Owner must provide * * * in relation to the period from the JV Commencement Date to the end of that Half Year.

(d)

The employees of the BHP Billiton Group on the Implementation Management Committee will collectively have one vote and the employees of the Rio Tinto Group on the Implementation Management Committee will collectively have one vote. Decisions of the Implementation Management Committee relating to recommendations must be unanimous. Where the Implementation Management Committee is unable to make a unanimous decision, it must provide the Implementation Oversight Committee with:

(i)

a description of the reasons why the decision was not unanimous; and

(ii)

the applicable alternative proposals proposed by members of the Implementation Management Committee.

3.7

Implementation Oversight Committee

(a)

As soon as practicable after the date of this Agreement, Rio Tinto and BHP Billiton must establish an Implementation Oversight Committee made up of the designated future Owners’ Council Representatives.

(b)

The role of the Implementation Oversight Committee will, subject to antitrust Law, be to:

(i)

oversee the implementation of the WA Iron Ore JV, including directing the Implementation Management Committee and subject to paragraph (c) approving (with or without variations) recommendations, proposals or draft documents submitted by the Implementation Management Committee under clause 3.6(b) and matters referred to in clause 3.5(b)(iii); and

(ii)

identify and agree any decisions to be taken by the Owners’ Council immediately following Completion (in addition to the adoption of the Owners’ Council Completion Resolutions), including the adoption of the Revised Accounting Policy as the Accounting Policy pursuant to clause 3.13 of the Joint Venture Agreement, subject only to such amendments to the Revised Accounting Policy as the Implementation Oversight Committee or the Owners’ Council agree are necessary to ensure that the Revised Accounting Policy complies with clause 3.5(c).

(c)

All decisions of the Implementation Oversight Committee must be unanimous. The representatives of the BHP Billiton Group on the Implementation Oversight Committee

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will collectively have one vote and the representatives of the Rio Tinto Group on the Implementation Oversight Committee will collectively have one vote.

3.8

* * *

(a)

* * *

(b)

* * *

(i)

* * *

(A)

* * *

(B)

* * *

(ii)

* * *

(A)

* * *

(B)

* * *

Shareholder Meetings and shareholder approval materials

4.1		Shareholder Meetings

		As soon as practicable after the conditions precedent in clauses 2.1(a) to 2.1(e) (inclusive) have been satisfied or waived, each of BHP Billiton and Rio Tinto must convene its Shareholder Meetings to be held at the earliest practicable date.

4.2

Form and Content

(a)

Each of BHP Billiton and Rio Tinto agree to consult with each other in good faith in relation to the form and content of their respective Shareholder Circulars and to take into account reasonable comments of the other.

(b)

Where common content (eg description of synergies) is to be included in each of the Shareholder Circulars, each of BHP Billiton and Rio Tinto must use their reasonable endeavours to agree such content.

(c)

Each of BHP Billiton and Rio Tinto must prepare its Shareholder Circular in compliance with the requirements (if any) imposed by applicable Laws.

4.3

Supply and use of information

(a)

Each of BHP Billiton and Rio Tinto must, to the extent permitted by Law and as expeditiously as practicable:

(i)

supply to the other information related to the BHP Billiton Group (BHP Billiton Information) and Rio Tinto Group (Rio Tinto Information), respectively; and

(ii)

assist in adapting that information,

as reasonably required by the other to ensure that the other’s Shareholder Circular complies with all applicable Laws, in reasonable time to allow the other to prepare the relevant documentation.

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(b)

Until the Shareholder Meetings are held, each of BHP Billiton and Rio Tinto must notify the other if it becomes aware that any information provided pursuant to paragraph (a) is, or has become, misleading or deceptive or contains any material omissions and must provide any further information reasonably required by the other to ensure such information is no longer misleading or deceptive and does not contain any material omissions.

(c)

Each of BHP Billiton and Rio Tinto must obtain the consent of the other (which must not be unreasonably withheld) to the inclusion of Rio Tinto Information or BHP Billiton Information, respectively, in its Shareholder Circular and related materials and to the context in which such information appears.

(d)

Each of BHP Billiton and Rio Tinto must ensure that any Rio Tinto Information or BHP Billiton Information, respectively, provided to it pursuant to paragraph (a), is not used by it or any of its Related Corporations for any purpose other than the preparation of its Shareholder Circular and related materials.

4.4

Responsibility for own information

(a)

Each of BHP Billiton and Rio Tinto:

(i)

must ensure that, at the time it is supplied and at the date of publication of the Shareholder Circulars, the BHP Billiton Information and the Rio Tinto Information, respectively, is not misleading or deceptive in any material respect (whether by omission or otherwise); and

(ii)

will rely on the other to verify the information supplied by the other for inclusion in the Shareholder Circulars and related materials.

(b)

Rio Tinto must indemnify BHP Billiton, in its own right and as trustee for its Related Corporations, its officers and employees, and the officers and employees of its Related Corporations, (the BHP Billiton Indemnified Parties) against any costs or liability suffered or incurred by any BHP Billiton Indemnified Party arising from the Rio Tinto Information containing any material statement which is false or misleading (including because of any material omission).

(c)

BHP Billiton must indemnify Rio Tinto, in its own right and as trustee for its Related Corporations, its officers and employees, and the officers and employees of its Related Corporations, (the Rio Tinto Indemnified Parties) against any costs or liability suffered or incurred by any Rio Tinto Indemnified Party arising from the BHP Billiton Information containing any material statement which is false or misleading (including because of any material omission).

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Reorganisation

5.1

Incorporation of the Manager

At or before Completion, each of Rio Tinto and BHP Billiton must:

(a)

jointly with the other, procure the incorporation of the Manager;

(b)

procure that each of BHP Billiton Minerals Pty Ltd and Hamersley Holdings Limited subscribes for or acquires half the issued shares of the Manager and causes the Manager to adopt a constitution agreed and initialled by Rio Tinto and BHP Billiton; and

(c)

nominate and procure the appointment of directors of the Manager in accordance with clause 4.4 of the Joint Venture Agreement.

5.2

Constitutions of JV Entities

At or before Completion, each of Rio Tinto and BHP Billiton must procure that each JV Entity which is its wholly owned Subsidiary has the following provisions in its constitution:

(a)

a provision which permits the directors to act in the best interests of the holding company of the JV Entity if:

(i)

the director acts in good faith in the best interests of the holding company; and

(ii)

the JV Entity is not insolvent at the time the director acts and does not become insolvent because of the director’s act; and

(b)

a provision that provides that if a director, or a person who appointed the director, has an interest or a duty to an Owner and its Related Corporations in relation to a matter that relates to the affairs of the JV Entity, and the director complies with section 191 of the Corporations Act, then (subject to the Corporations Act):

(i)

the director may be counted in a quorum at a board meeting that considers, and is entitled to vote on, any matter that relates to the interest or duty;

(ii)

the JV Entity may proceed with any transaction that relates to the interest or duty and the director may participate in the execution of any relevant document by or on behalf of the JV Entity; and

(iii)

the JV Entity cannot avoid the transaction merely because of the existence of the interest or duty.

5.3

Obligations to undertake pre-Completion reorganisations

Before Completion:

(a)

* * *

(i)

Rio Tinto must, subject to clause 5.7(a), implement and complete the reorganisation steps set out in item 1.1 of Part 1 of Schedule 7; and

(ii)

BHP Billiton must, subject to clause 5.7(b), implement and complete the reorganisation steps set out in item 2.1 of Part 2 of Schedule 7.

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(b)

Each of Rio Tinto and BHP Billiton must keep the other informed on a reasonably regular basis in respect of the actions taken by it to implement and complete reorganisation steps and the progress achieved.

5.4

Other reorganisation steps

(a)

As soon as practicable after the date of this Agreement * * *

(i)

Rio Tinto must, subject to clause 5.8(a), use its reasonable endeavours to implement and complete the reorganisation steps set out in item 1.2 of Part 1 of Schedule 7; and

(ii)

BHP Billiton must:

(A)

subject to clause 5.8(b) use its reasonable endeavours to implement and complete the reorganisation steps set out in items 2.2(a) and 2.2(b) of Part 2 of Schedule 7; and

(B)

subject to clause 5.8(c), use its reasonable endeavours to cause * * * to be made available to the WA Iron Ore JV * * *

(b)

Each of Rio Tinto and BHP Billiton acknowledges that the obligations in paragraphs (a)(i) and (a)(ii), respectively, * * *

(c)

Each of Rio Tinto and BHP Billiton must keep the other informed on a reasonably regular basis in respect of the actions taken to implement and complete reorganisation steps and the progress achieved.

(d)

BHP Billiton must bear any loss or liability suffered or incurred by any Rio Tinto Indemnified Party:

(i)

* * *

(ii)

* * *

and such loss or liability will be an Excluded Liability.

(e)

Where:

(i)

* * *

(ii)

* * *

BHP Billiton must ensure that * * *and all costs incurred in discharging this obligation will be Excluded Liabilities.

(f)

In relation to all amounts for which BHP Billiton is liable under paragraphs (d) and (e), BHP Billiton must procure that:

(i)

the relevant BHP Billiton JV Entity applies funds which are Excluded Assets; or

(ii)

the BHP Billiton Owner subscribes for Shares in the BHP Billiton Issuer,

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5.5

Additional reorganisation steps

(a)

Without limiting the operation of clause 3.6(b)(iv), if Rio Tinto or BHP Billiton * * * Rio Tinto or BHP Billiton (as applicable) must:

(i)

promptly inform the other * * *; and

(ii)

subject to clause 5.8, * * * as soon as is reasonably practicable, in the manner agreed with the other.

(b)

* * *

5.6

Corporate structure

Each of Rio Tinto and BHP Billiton agrees that, except as contemplated by the Transaction Documents, * * *without the prior consent of the other.

5.7

Conditions precedent to pre-Completion reorganisations

Each of Rio Tinto and BHP Billiton acknowledges and agrees that:

(a)

Rio Tinto will only be required pursuant to clause 5.3(a)(i) to implement and complete the reorganisation steps set out in item 1.1 of Part 1 of Schedule 7; and

(b)

BHP Billiton will only be required pursuant to clause 5.3(a)(ii) to implement and complete the reorganisation steps set out in item 2.1 of Part 2 of Schedule 7,

once each Condition Precedent in clauses 2.1(a) to 2.1(f) has been fulfilled in accordance with clause 2.1 or its non-fulfilment has been waived in accordance with clause 2.2.

5.8

Conditions precedent to other reorganisations

(a)

Rio Tinto will only be required to implement and complete the other reorganisation steps pursuant to clause 5.4(a)(i) and any reorganisation steps identified pursuant to clause 5.5:

(i)

where the reorganisation step involves * * * at the time the reorganisation step is implemented;

(ii)

once it receives the written consent of:

(A)

* * *

(B)

* * *

(iii)

once the Treasurer of the Commonwealth of Australia either:

(A)

ceases to be empowered to make an order under Part II of the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) in respect of Rio Tinto implementing its other reorganisation steps pursuant to clause 5.4(a)(i), with no order being made; or

(B)

gives advice in writing of a decision by or on behalf of the Treasurer stating or to the effect that the Commonwealth Government of Australia has no objection and that advice does not impose any conditions in relation to Rio Tinto implementing its other reorganisation steps pursuant to clause 5.4(a)(i); and

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(iv)

to the extent that the completion of the reorganisation step or steps would not result in any Rio Tinto Group entity incurring any income tax or capital gains tax, land tax or any ad valorem Stamp Duty.

(b)

BHP Billiton will only be required to implement and complete the other reorganisation steps pursuant to clause 5.4(a)(ii)(A) and any reorganisation steps identified pursuant to clause 5.5:

(i)

where the reorganisation step involves * * *at the time the reorganisation step is implemented;

(ii)

once it receives the written consent (if required) of:

(A)

* * *

(B)

* * *

(iii)

once the Treasurer of the Commonwealth of Australia either:

(A)

ceases to be empowered to make an order under Part II of the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) in respect of BHP Billiton implementing its other reorganisation steps pursuant to clause 5.4(a)(ii)(A), with no order being made; or

(B)

gives advice in writing of a decision by or on behalf of the Treasurer stating or to the effect that the Commonwealth Government of Australia has no objection and that advice does not impose any conditions in relation to BHP Billiton implementing its other reorganisation steps pursuant to clause 5.4(a)(ii)(A); and

(iv)

to the extent that the completion of the reorganisation step or steps would not result in any BHP Billiton Group entity incurring any income tax or capital gains tax, land tax or any ad valorem Stamp Duty; and

(c)

BHP Billiton will only be required to cause * * * to the extent that doing so would not result in any BHP Billiton Group entity incurring any income tax or capital gains tax, land tax or any ad valorem Stamp Duty.

5.9

Duty on earlier reorganisations

(a)

(Rio Tinto) To the extent that:

(i)

any reorganisation step set out in Schedule 7, or any additional reorganisation step identified pursuant to clause 5.5, that Rio Tinto is required to implement and complete results in the revocation of, or assessment or reassessment in relation to, any connected entity exemption or corporate reconstruction relief from the payment of Stamp Duty in any jurisdiction, or otherwise results in Stamp Duty; or

(ii)

the issue of Debentures by the Rio Tinto Issuer results in the revocation of, or assessment or reassessment in relation to, any connected entity exemption or corporate reconstruction relief from the payment of Stamp Duty in any jurisdiction,

Rio Tinto must bear any Stamp Duty that may be payable (and, for the avoidance of doubt, such Stamp Duty must not be borne by a JV Entity); and

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(b)

(BHP Billiton) To the extent that:

(i)

any reorganisation step set out in Schedule 7, or any additional reorganisation step identified pursuant to clause 5.5, that BHP Billiton is required to implement and complete results in the revocation of, or assessment or reassessment in relation to, any connected entity exemption or corporate reconstruction relief from the payment of Stamp Duty in any jurisdiction, or otherwise results in Stamp Duty; or

(ii)

the issue of Debentures by the BHP Billiton Issuer results in the revocation of, or assessment or reassessment in relation to, any connected entity exemption or corporate reconstruction relief from the payment of Stamp Duty in any jurisdiction,

BHP Billiton must bear any Stamp Duty that may be payable (and, for the avoidance of doubt, such Stamp Duty must not be borne by a JV Entity).

Completion

6.1

Timing of Completion

(a)

Completion must occur on the third Business Day after the date on which the last of the Conditions Precedent referred to in clause 2.1(a) to (f) (inclusive) is satisfied or waived or such other date as Rio Tinto and BHP Billiton may agree (provided that date is before the End Date) (the Completion Date).

(b)

On the Completion Date, Completion will not occur until each of the Conditions Precedent referred to in clause 2.1(g) is satisfied or waived.

6.2

Obligations at Completion

At Completion each of Rio Tinto and BHP Billiton must:

(a)

execute, deliver and, where relevant, complete the Completion Documents (other than any previously executed and delivered under clause 2.1(g)) (and cause any Rio Tinto Group entity or BHP Billiton Group entity named as a party to a Completion Document to execute, deliver and, where relevant, complete it (as applicable) (other than any previously executed and delivered under clause 2.1(g));

(b)

procure that BHP Billiton Minerals Pty Ltd and Hamersley Holdings Limited cause the Manager to execute, deliver and, where relevant, complete the Completion Documents to which it is a party;

(c)

as Proposing Party, provide a notice (the Capital Projects Notice) to the other (the Receiving Party) specifying any New Capital Expansion Project, being:

(i)

any expansion capital project in respect of a Relevant Period Iron Ore Asset that is not listed in Schedule 4 which is in execution at the time of Completion (an Additional Capital Project), including a copy of the completed Feasibility Study relating to that project (together with, subject to antitrust Law, the financial model, study reports and supporting information that were generated by the Proposing Party in connection with the Feasibility Study); or

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(ii)

* * *

(d)

discharge all of its other obligations arising on Completion under any Transaction Document;

(e)

procure that:

(i)

each of the Rio Tinto Owner and the BHP Billiton Owner subscribes for Debentures; and

(ii)

each of the BHP Billiton Issuer and the Rio Tinto Issuer issues Debentures,

in accordance with clauses 7.1 to 7.3 (inclusive); and

(f)

establish the Owners’ Council pursuant to clause 3.1 of the Joint Venture Agreement and ensure that a duly convened Owners’ Council meeting is held at which a quorum is present for the purposes of passing the Owners’ Council Completion Resolutions.

6.3

Inter-dependency

(a)

The obligations of Rio Tinto and BHP Billiton at Completion, as outlined in clause 6.2, are inter-dependent.

(b)

Each of Rio Tinto and BHP Billiton agrees it must discharge its obligations under clause 6.2 in the following order:

(i)

execute, deliver and, where relevant, complete each Debenture Deed Poll (and cause any Rio Tinto Group entity or BHP Billiton Group entity named as a party to each Debenture Deed Poll to execute, deliver and, where relevant, complete it (as applicable)) and procure that:

(A)

each of the Rio Tinto Owner and the BHP Billiton Owner subscribes for Debentures; and

(B)

each of the BHP Billiton Issuer and the Rio Tinto Issuer issues Debentures,

in accordance with clauses 7.1 to 7.3 (inclusive);

(ii)

execute, deliver and, where relevant, complete the Joint Venture Agreement (and cause any Rio Tinto Group entity or BHP Billiton Group entity named as a party to the Joint Venture Agreement to execute, deliver and, where relevant, complete it (as applicable)); and

(iii)

execute, deliver and, where relevant, complete each Ore Sales Agreement (and cause any Rio Tinto Group entity or BHP Billiton Group entity named as a party to each Ore Sales Agreement to execute, deliver and, where relevant, complete it (as applicable)),

followed by all other obligations under clause 6.2, which will thereafter be performed simultaneously.

6.4

WA Iron Ore JV commencement

If Completion occurs, on and from the JV Commencement Date the WA Iron Ore JV will be deemed to be established.

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Subscription for Debentures

7.1

Subscription for Debentures on Completion

On Completion, for the purpose of financing the Rio Tinto JV Entities and the BHP Billiton JV Entities, Rio Tinto and BHP Billiton, respectively, must procure that:

(a)

the Rio Tinto Owner subscribes for, and the BHP Billiton Issuer issues to the Rio Tinto Owner, Debentures with a face value of A$10,000 each for a total subscription price determined in accordance with clause 7.2; and

(b)

the BHP Billiton Owner subscribes for, and the Rio Tinto Issuer issues to the BHP Billiton Owner, Debentures with a face value of A$10,000 each for a total subscription price determined in accordance with clause 7.3.

7.2

Subscription Price payable by Rio Tinto and BHP Billiton opening cash amounts

(a)

The subscription price for the Debentures to be issued to the Rio Tinto Owner will equal 50% of the BHP Billiton JV Entities’ estimated cash requirements for the first month after the JV Commencement Date, as identified in the First Budget, which amount will be payable in Australian dollars by the Rio Tinto Owner on Completion.

(b)

BHP Billiton must ensure that at Completion, the BHP Billiton JV Entities have cash on hand (contributed as equity or by application of Existing JV Deposits) equal to 50% of the BHP Billiton JV Entities’ estimated cash requirements for the first month after the JV Commencement Date, as identified in the First Budget.

(c)

The cash amounts referred to in paragraphs (a) and (b) will be Iron Ore Assets and will be available to discharge XX Xxxx Costs of the BHP Billiton JV Entities arising on or after the JV Commencement Date in accordance with the Funding and Distribution Policy. Any cash amounts held by a BHP Billiton JV Entity at Completion that are additional to the amounts referred to in paragraphs (a) and (b) will be Excluded Assets.

(d)

The cash amounts referred to in paragraphs (a) and (b) will be placed on Call Deposit in equal shares with the Rio Tinto Owner and the BHP Billiton Owner (or their Designated Finance Companies) in accordance with item 2.8 of the Funding and Distribution Policy.

7.3

Subscription Price payable by BHP Billiton and Rio Tinto opening cash amounts

(a)

The subscription price for the Debentures to be issued to the BHP Billiton Owner will equal:

(i)

50% of the Rio Tinto JV Entities’ estimated cash requirements for the first month after the JV Commencement Date, as identified in the First Budget, which amount will be payable in Australian dollars by the BHP Billiton Owner on Completion; plus

(ii)

the BHP Billiton Equalisation Investment, determined in accordance with item 1 of Schedule 8, which amount will be payable in US dollars by the BHP Billiton Owner on Completion. The number of Debentures to be subscribed for will be determined by converting the BHP Billiton Equalisation Investment into

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Australian dollars using the applicable Bloomberg Fix exchange rate (code: BFIX) reported by Bloomberg at 4pm (Sydney time) on the Completion Date.

(b)

Rio Tinto must ensure that at Completion, the Rio Tinto JV Entities have cash on hand (contributed as equity or by application of Existing JV Deposits) equal to 50% of the Rio Tinto JV Entities’ estimated cash requirements for the first month after the JV Commencement Date, as identified in the First Budget.

(c)

The cash amounts referred to in paragraphs (a) and (b) will be Iron Ore Assets and will be available to discharge:

(i)

XX Xxxx Costs of the Rio Tinto JV Entities arising on or after the JV Commencement Date in accordance with the Funding and Distribution Policy; and

(ii)

the Agreed Opening Iron Ore Loans of the Rio Tinto Issuer.

Any cash amounts held by a Rio Tinto JV Entity at Completion, after satisfaction of Agreed Opening Iron Ore Loans, that are additional to the amounts referred to in paragraphs (a) and (b) will be Excluded Assets.

(d)

The cash amounts referred to in paragraphs (a) and (b), minus an amount equal to the Agreed Opening Iron Ore Loans, will be placed on Call Deposit in equal shares with the Rio Tinto Owner and the BHP Billiton Owner (or their Designated Finance Companies) in accordance with item 2.8 of the Funding and Distribution Policy.

7.4

Subscription for Debentures after Completion

(a)

For the purpose of financing the Rio Tinto JV Entities and the BHP Billiton JV Entities, each of Rio Tinto and BHP Billiton, respectively, must procure that:

(i)

if the Adjustment Amount determined in accordance with Schedule 8 is positive, the Rio Tinto Owner subscribes for, and the BHP Billiton Issuer issues to the Rio Tinto Owner, further Debentures with a face value of A$10,000 each for a subscription price equal to the Adjustment Amount; or

(ii)

if the Adjustment Amount determined in accordance with Schedule 8 is negative, the BHP Billiton Owner subscribes for, and the Rio Tinto Issuer issues to the BHP Billiton Owner, further Debentures with a face value of A$10,000 each for a subscription price equal to the Adjustment Amount,

on the fifth Business Day after finalisation of the Final Completion Accounts under Schedule 8.

(b)

For the purpose of this clause 7.4, the subscription price will be payable in US dollars. The number of Debentures to be subscribed for will be determined by converting the Adjustment Amount into Australian dollars using the applicable Bloomberg Fix exchange rate (code: BFIX) reported by Bloomberg at 4pm (Sydney time) on the subscription date.

(c)

Any cash amounts subscribed for Debentures under this clause 7.4 will be Excluded Assets.

7.5

Further subscription for Debentures after Completion

(a)

If, after Completion, item 2.6(b) or item 6 of Schedule 8 requires:

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(i)

the BHP Billiton Owner to subscribe for further Debentures, BHP Billiton must procure that the BHP Billiton Owner subscribes for, and Rio Tinto must procure that the Rio Tinto Issuer issues, further Debentures with a face value of A$10,000 each for a subscription price equal to the amount required by items 2.6(b) or 6 of Schedule 8 (as applicable); or

(ii)

the Rio Tinto Owner to subscribe for further Debentures, Rio Tinto must procure that the Rio Tinto Owner subscribes for, and BHP Billiton must procure that the BHP Billiton Issuer issues, further Debentures with a face value of A$10,000 each for a subscription price equal to the amount required by items 2.6(b) or 6 of Schedule 8 (as applicable).

(b)

For the purpose of this clause 7.5, the subscription price will be payable in US dollars. The number of Debentures to be subscribed for will be determined by converting the amount required by items 2.6(b) or 6 of Schedule 8 (as applicable) into Australian dollars using the applicable Bloomberg Fix exchange rate (code: BFIX) reported by Bloomberg at 4pm (Sydney time) on the subscription date.

(c)

Any cash amounts subscribed for Debentures under this clause 7.5 will be Excluded Assets.

7.6

Method of payment of subscription price for Debentures

All payments required to be made under this clause 1 must be made in accordance with item 1.5 of Schedule 1.

New Capital Expansion Projects, other capital expansion projects and studies

(a)

If a Capital Projects Notice given pursuant to clause 6.2(c) concerns an Additional Capital Project involving capital expenditure of less than US$250 million, then that Additional Capital Project will be treated as within the scope of the WA Iron Ore JV on and from the JV Commencement Date and will be a JV New Capital Expansion Project.

(b)

If a Capital Projects Notice given pursuant to clause 6.2(c) concerns:

(i)

an Additional Capital Project * * *; or

(ii)

an Additional Capital Project that the parties otherwise agree this clause 8(b) applies to,

then that Additional Capital Project will be treated as within the scope of the WA Iron Ore JV on and from the JV Commencement Date and will be a JV New Capital Expansion Project.

(c)

If a Capital Projects Notice is given pursuant to clause 6.2(c) which does not relate to an Additional Capital Project of the kind referred to in paragraphs (a) or (b):

(i)

the New Capital Expansion Project will be treated as within the scope of the WA Iron Ore JV on and from the JV Commencement Date and will be a JV New Capital Expansion Project unless within 180 days of receipt of the Capital Projects Notice, the Receiving Party elects by written notice to the Proposing Party to exclude the New Capital Expansion Project from the scope of the WA Iron Ore

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JV. If the Receiving Party so elects, the Proposing Party may, within 90 days after receiving the notice of election, elect by notice to the Receiving Party to undertake the New Capital Expansion Project, in which case it will be treated as a Sole Risk Development or a Sole Risk Opportunity (as applicable) pursuant to clause 8 of the Joint Venture Agreement on and from the JV Commencement Date, and any liabilities attaching to it (other than study costs) will be Sole Risk Liabilities, and the adjustment contemplated by item 2.6 of Schedule 8 and clause 7.5 must be determined and made (Agreed Sole Risk Adjustment);

(ii)

until the election is made by the Receiving Party, or the period referred to in paragraph (c)(i) in which the Receiving Party may make the election expires:

(A)

until the JV Commencement Date, the Proposing Party agrees to continue to implement all relevant Additional Capital Projects in the form described in the Capital Projects Notice (subject to the operation of Schedule 8) at its own cost; and

(B)

from the JV Commencement Date, in accordance with clause 4.3(f) of the Joint Venture Agreement, the Manager will continue to implement all relevant Additional Capital Projects in the form described in the Capital Projects Notice and the Proposing Party must pay any amounts requested by the Manager to fund the Additional Capital Project (NCEP Calls) by way of loans to the Manager (Post-Commencement NCEP Loans) on the same terms as the Participant Loans (except that the interest rate on the Post-Commencement NCEP Loans, until converted to Participant Loans or Sole Risk Loans, will be the rate at which amounts are Escalated);

(iii)

if no election is made to exclude the New Capital Expansion Project, or the period referred to in paragraph (c)(i) in which the Receiving Party may make the election expires, the Receiving Party must provide a Participant Loan for its Participating Share of the Escalated NCEP Calls relating to that project, and the proceeds of that Participant Loan must be applied to repay half of the relevant Post-Commencement NCEP Loans and the remaining balance of those Post-Commencement NCEP Loans will automatically convert to a Participant Loan; and

(iv)

if an election is made by the Receiving Party under paragraph (c)(i) to exclude the New Capital Expansion Project, all NCEP Loans will automatically convert to Sole Risk Loans.

(d)

Where a capital expansion project in relation to a Relevant Period Iron Ore Asset is not identified in Schedule 4 or in a Capital Projects Notice given pursuant to clause 6.2(c), then:

(i)

if a study has been conducted that would fall within the definition of a Preliminary Study if conducted by the Manager for the WA Iron Ore JV, it will be treated as a Preliminary Study and clauses 8.2(a) to 8.2(c), inclusive, of the Joint Venture Agreement will apply to that project;

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(ii)

if a study has been conducted that would fall within the definition of a Pre-Feasibility Study if conducted by the Manager for the WA Iron Ore JV, it will be treated as a Pre-Feasibility Study and clauses 8.2(d) to 8.2(f), inclusive, of the Joint Venture Agreement will apply to that project;

(iii)

if a study has been conducted that would fall within the definition of a Feasibility Study if conducted by the Manager for the WA Iron Ore JV, it will be treated as a Feasibility Study and clauses 8.2(g) to 8.2(i) of the Joint Venture Agreement will apply to that project; and

(iv)

if a definitive proposal has been developed for a New Opportunity, clause 8.4(c) of the Joint Venture Agreement will apply to it.

(e)

Subject to Existing JV Arrangements, if a study is being conducted by a JV Entity at the JV Commencement Date which would fall within the definition of Preliminary Study, Pre-Feasibility Study or Feasibility Study if conducted by the Manager for the WA Iron Ore JV, the Manager must continue and complete that study as if it had been initiated by the Manager under the appropriate provisions in clause 8.2 of the Joint Venture Agreement.

(f)

If at the JV Commencement Date either Rio Tinto or BHP Billiton is aware of a potential New Opportunity for which no definitive proposal has been developed but which it may wish to pursue, it must procure that the Rio Tinto Owner or the BHP Billiton Owner (as applicable) gives notice to the Manager under clause 8.4(a)(i) of the Joint Venture Agreement as soon as reasonably practicable after the JV Commencement Date and the provisions of clause 8.4 of the Joint Venture Agreement will apply to the New Opportunity which is the subject of the notice.

Employment contract for CEO

Each of Rio Tinto and BHP Billiton acknowledges that the form of the employment contract for the CEO, initialled by Rio Tinto and BHP Billiton for the purposes of identification on the date of this Agreement, is in a form acceptable to it for presentation to the proposed CEO, and each must use reasonable endeavours to procure that the CEO is employed on the terms of that employment contract.

10.

Historical Iron Ore Asset Information

10.1

Availability of Historical Iron Ore Asset Information

(a)

Subject to antitrust Law, on and from Completion and until the JV Commencement Date, each of BHP Billiton and Rio Tinto must make available, and must procure that each of its Related Corporations makes available, to the Implementation Management Committee any Historical Iron Ore Asset Information requested by the Implementation Management Committee.

(b)

On and from the JV Commencement Date, each Owner must make available to the Manager any Historical Iron Ore Asset Information requested by the Manager.

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(c)

Where documents required to be made available under this clause contain both information falling within and information falling outside the definition of Historical Iron Ore Asset Information, information in the latter category may be excluded or redacted.

10.2

Information within control of JV Entities

At any time, each of BHP Billiton and Rio Tinto may remove any information from the control of a BHP Billiton JV Entity or a Rio Tinto JV Entity, respectively, which does not constitute Historical Iron Ore Asset Information.

11.

* * *

* * *

12.

WA Iron Ore JV Accounting Systems

(a)

As soon as reasonably practicable, BHP Billiton and Rio Tinto:

(i)

must jointly with the other, procure that WA Iron Ore JV accounting systems are established on a single integrated SAP system in compliance with clause 4.10(b) of the Joint Venture Agreement and the ERP Service and Licence Agreement (WA Iron Ore JV Accounting Systems); and

(ii)

may conduct a detailed review of the WA Iron Ore JV Accounting Systems prior to their commencing operation, and to the extent necessary, each other’s accounting systems, for the purposes of satisfying themselves and the Manager that the systems are established in compliance with clause 4.10(b) of the Joint Venture Agreement and the ERP Service and Licence Agreement.

(b)

If the WA Iron Ore Accounting Systems are not established by the JV Commencement Date, prior to the JV Commencement Date each Owner:

(i)

must ensure that interim accounting rules, systems and procedures are established (which may rely on existing systems) which supply each of Rio Tinto and BHP Billiton and the Manager with the information required to prepare all accounting records and reports in respect of JV Operations after the JV Commencement Date in compliance with clause 4.10(b) of the Joint Venture Agreement and the ERP Service and Licence Agreement (Interim Accounting Systems); and

(ii)

may conduct a detailed review of the Interim Accounting Systems, and to the extent necessary, the other Owner’s accounting systems, for the purposes of satisfying itself that the Interim Accounting Systems will supply each of Rio Tinto and BHP Billiton and the Manager with the information required to prepare all accounting records and reports in respect of JV Operations from the JV Commencement Date in compliance with clause 4.10(b) of the Joint Venture Agreement and the ERP Service and Licence Agreement.

(c)

Following the review of the accounting systems pursuant to paragraphs (a) and (b), and prior to their establishment, Rio Tinto and BHP Billiton must consult in good faith to determine such adjustments, if any, as may need to be made to the systems so as to ensure

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that they are compliant with clause 4.10(b) of the Joint Venture Agreement and the ERP Service and Licence Agreement, and the cost of those adjustments.

(d)

The cost of making adjustments to the accounting systems agreed by Rio Tinto and BHP Billiton following a review will be borne by whichever of Rio Tinto or BHP Billiton’s systems are deficient, unless, following discussions in good faith, Rio Tinto and BHP Billiton agree otherwise.

13.

Undisclosed Liabilities

(a)

The WA Iron Ore JV will bear all Iron Ore Liabilities, except:

(i)

Undisclosed Liabilities to the extent BHP Billiton or Rio Tinto must bear those liabilities pursuant to paragraph (b); and

(ii)

as otherwise provided in the Transaction Documents.

(b)

If Undisclosed Liabilities:

(i)

attaching to Iron Ore Assets of the Rio Tinto JV Entities exceed US$300 million in aggregate, Rio Tinto will bear the amount of those Undisclosed Liabilities in excess of US$300 million, and that excess amount will be an Excluded Liability; or

(ii)

attaching to Iron Ore Assets of the BHP Billiton JV Entities exceed US$300 million in aggregate, BHP Billiton will bear the amount of those Undisclosed Liabilities in excess of US$300 million, and that excess amount will be an Excluded Liability.

To the extent that specific apportionment for a liability cannot be made by reference to specific events of causation, liabilities of a gradual or recurring nature which relate to periods both before and after the Effective Date will be borne on a time apportionment basis.

(c)

For the purposes of paragraph (b), any individual Undisclosed Liability that is less than US$50 million (not being one of a number of claims arising from substantially the same facts, matters or circumstances, which, in aggregate, exceed US$50 million) will be disregarded for the purposes of determining whether Undisclosed Liabilities, when aggregated, exceed US$300 million.

(d)

For the purposes of this clause 13, Undisclosed Liabilities will be calculated after allowing for any reduction in present or future Tax, Tax rebate or Tax credit received or receivable by the relevant JV Entity in relation to the Undisclosed Liability.

(e)

The Manager in accordance with clause 4.3(f) of the Joint Venture Agreement and each of Rio Tinto and BHP Billiton must notify the others as soon as practicable after it becomes aware of any individual Undisclosed Liability which is a claim in the amount of US$50 million or more.

(f)

If:

(i)

Rio Tinto is required to bear Undisclosed Liabilities in accordance with paragraph (b)(i), then Rio Tinto must procure that:

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(A)

the relevant Rio Tinto JV Entity applies funds which are Excluded Assets; or

(B)

the Rio Tinto Owner subscribes for Shares in the Rio Tinto Issuer,

in amounts sufficient (in aggregate) to cover Rio Tinto’s liability (ie the amount by which those Undisclosed Liabilities exceed US$300 million). Rio Tinto must procure that the Rio Tinto Issuer applies all proceeds of subscription to meet the amount of the excess; and

(ii)

BHP Billiton is required to bear Undisclosed Liabilities in accordance with paragraph (b)(ii), then BHP Billiton must procure that:

(A)

the relevant BHP Billiton JV Entity applies funds which are Excluded Assets; or

(B)

the BHP Billiton Owner subscribes for Shares in the BHP Billiton Issuer,

in amounts sufficient (in aggregate) to cover BHP Billiton’s liability (ie the amount by which those Undisclosed Liabilities exceed US$300 million). BHP Billiton must procure that the BHP Billiton Issuer applies all proceeds of subscription to meet the amount of the excess.

Obligations under this paragraph must be discharged within 45 Business Days of notification of those Undisclosed Liabilities to Rio Tinto or BHP Billiton, as applicable, by the Manager.

(g)

Where Rio Tinto or BHP Billiton, as applicable (the Responsible Party), is required to bear Undisclosed Liabilities in accordance with paragraph (b), it must indemnify BHP Billiton or Rio Tinto, as applicable (the Indemnified Party), against any loss or liability suffered or incurred by the Indemnified Party, as a result of the Responsible Party failing to ensure that the relevant Rio Tinto JV Entity or BHP Billiton JV Entity has sufficient funds to cover the amount of Undisclosed Liabilities it is required to bear in accordance with paragraph (b) (an Indemnified Party Claim).

(h)

The Responsible Party:

(i)

is responsible for conducting, negotiating, defending or settling any claim in relation to an Undisclosed Liability, to the extent that it is obliged to bear the majority of that Undisclosed Liability in accordance with this clause 13, at its own expense; and

(ii)

must be consulted in the conduct, negotiation, defence or settlement of any claim in relation to any individual Undisclosed Liability, where the claim is in the amount of US$50 million or more.

(i)

At the Responsible Party’s expense, both the Manager, in accordance with clause 4.3(f) of the Joint Venture Agreement, and the Indemnified Party must provide such assistance in relation to the claim as the Responsible Party reasonably requests.

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14.

Debt at JV Commencement Date

14.1

* * *

* * *

(a)

* * *

(b)

* * *

(c)

* * *

(d)

* * *

14.2

Intra-group Debt

(a)

Each of BHP Billiton and Rio Tinto must procure that, as at the start of the JV Commencement Date:

(i)

in the case of BHP Billiton, neither the BHP Billiton Issuer nor any of its subsidiaries which are BHP Billiton JV Entities or which directly or indirectly hold shares in BHP Billiton JV Entities; and

(ii)

in the case of Rio Tinto, neither the Rio Tinto Issuer nor any of its subsidiaries which are Rio Tinto JV Entities or which directly or indirectly hold shares in Rio Tinto JV Entities,

has any Intra-group Debt, except for:

	(iii)		any Agreed Opening Iron Ore Loans;

	(iv)		any Agreed Opening Excluded Loans;

	(v)		any obligation to counter-indemnify an Affiliate in respect of an Owner Guarantee; and

	(vi)		any Iron Ore Liabilities in respect of transactions approved by the Implementation Oversight Committee or agreed between Rio Tinto and BHP Billiton.

(b)

Each of BHP Billiton and Rio Tinto must procure that, before the JV Commencement Date any Intra-group Debt that is not permitted by paragraphs (a)(iii) to (a)(vi) (inclusive) is either discharged and extinguished in full or is converted to equity, such discharge or conversion to equity to be done:

	(i)		in the case of a wholly-owned subsidiary, in such manner as to ensure that the relevant entity remains a wholly-owned subsidiary of the BHP Billiton Issuer or the Rio Tinto Issuer (as the case requires); and

	(ii)		in all cases, in such manner as to ensure that no Stamp Duty or other Tax liability arises.

(c)

If after subscription for, and issue of, all Debentures at Completion pursuant to clause 7.3, any part of Rio Tinto’s or BHP Billiton’s Agreed Opening Iron Ore Loans remain

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outstanding, the outstanding balance will be converted to an Excluded Loan of Rio Tinto or BHP Billiton (as applicable) from Completion.

14.3

Existing JV Deposits

Amounts held on deposit by a JV Entity pursuant to an Existing JV Arrangement will constitute Excluded Assets of the Owner in relation to the JV Entity, except for:

(a)

any amounts which BHP Billiton elects to have treated as part of the cash on hand of BHP Billiton JV Entities at Completion, pursuant to clause 7.2(b); and

(b)

any amounts which Rio Tinto elects to have treated as part of the cash on hand of Rio Tinto JV Entities at Completion, pursuant to clause 7.3(b).

15.

Indemnified Tax Liabilities

(a)

Rio Tinto will bear all Indemnified Tax Liabilities of the Rio Tinto Group, and be entitled to the benefit of all Indemnity-related Tax Assets of the Rio Tinto Group.

(b)

BHP Billiton will bear all Indemnified Tax Liabilities of the BHP Billiton Group, and be entitled to the benefit of all Indemnity-related Tax Assets of the BHP Billiton Group.

(c)

If:

(i)

a Rio Tinto JV Entity incurs an Indemnified Tax Liability which Rio Tinto is required to bear in accordance with paragraph (a), then Rio Tinto must either discharge the Indemnified Tax Liability directly, or ensure that the relevant Rio Tinto JV Entity has access to sufficient funds which are Excluded Assets, through a Permitted Funding Mechanism, to discharge the liability; and

(ii)

a BHP Billiton JV Entity incurs an Indemnified Tax Liability which BHP Billiton is required to bear in accordance with paragraph (b), then BHP Billiton must either discharge the Indemnified Tax Liability directly, or ensure that the relevant BHP Billiton JV Entity has access to sufficient funds which are Excluded Assets, through a Permitted Funding Mechanism, to discharge the liability,

so that in either case the Indemnified Tax Liability is discharged no later than the due date for payment of the Indemnified Tax Liability.

(d)

Where Rio Tinto or BHP Billiton, as applicable, is the party required to bear an Indemnified Tax Liability in accordance with paragraph (a) or (b) (the Responsible Party), it must indemnify BHP Billiton or Rio Tinto, as applicable, (the Indemnified Party) against any loss or liability suffered or incurred by the Indemnified Party, as a result of the Responsible Party failing to comply with paragraph (c).

(e)

The Responsible Party is responsible for conducting, negotiating, defending or settling any claim in relation to an Indemnified Tax Liability or an Indemnity-related Tax Asset at its own expense.

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16.

Representations and warranties

16.1

Warranties

(a)

Each of Rio Tinto and BHP Billiton gives the other the warranties in Part 1 of Schedule 9 as at the date of this Agreement and as at the JV Commencement Date.

(b)

BHP Billiton gives Rio Tinto the warranty in Part 3 of Schedule 9 as at the date of this Agreement.

(c)

Rio Tinto gives BHP Billiton the warranty in Part 2 of Schedule 9 as at the date of this Agreement.

16.2

Acknowledgement

(a)

Each of Rio Tinto and BHP Billiton acknowledges that the other has executed this Agreement and agreed to take part in the transactions that this Agreement contemplates in reliance on the warranties given by the other pursuant to clause 16.1.

(b)

Each of Rio Tinto and BHP Billiton acknowledges that, except for the warranties given pursuant to clause 16.1, the other does not make any express or implied representation or warranty, including any representation or warranty as to the accuracy or completeness of the Due Diligence Materials.

(c)

Each of Rio Tinto and BHP Billiton acknowledges that it has made its own assessment of the Due Diligence Materials provided by BHP Billiton or Rio Tinto, respectively, and has made use of these Due Diligence Materials solely at its own risk.

(d)

To the full extent permitted by law, every condition, warranty, term, provision, representation or undertaking (whether express, implied, written, oral, collateral, statutory or otherwise), except for a warranty given pursuant to clause 16.1, is excluded.

16.3

Manager must notify Rio Tinto and BHP Billiton of breach

The Manager, in accordance with clause 4.3(f) of the Joint Venture Agreement, must notify Rio Tinto and BHP Billiton as soon as reasonably practicable after it becomes aware of a breach or potential breach of any warranty given pursuant to clause 16.1.

16.4

Rio Tinto indemnity

Rio Tinto must indemnify the BHP Billiton Indemnified Parties against any loss or liability suffered or incurred by any BHP Billiton Indemnified Party and arising from any warranty given by Rio Tinto not being true, complete and accurate.

16.5

BHP Billiton indemnity

BHP Billiton must indemnify the Rio Tinto Indemnified Parties against any loss or liability suffered or incurred by any Rio Tinto Indemnified Party and arising from any warranty given by BHP Billiton not being true, complete and accurate.

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16.6		Limits on Claims

		Rights to make any claim on the warranties under this clause 16 (a *Claim*) are limited as follows:

(a)

If either Rio Tinto or BHP Billiton makes a Claim it must give written notice of the Claim to the other (the Claim Recipient) (setting out in reasonable detail the nature of the Claim and the damages sought to the extent the amount can reasonably be determined) as soon as reasonably practicable after it becomes aware of the facts, matters or circumstances on which the Claim is based and in any event within two years of the JV Commencement Date.

(b)

No liability in respect of a Claim attaches to a Claim Recipient unless the aggregate amount of all Claims against it exceeds US$250 million. A Claim Recipient will be liable in respect of all such Claims and not merely the excess. A Claim Recipient will not be liable for any single Claim which is less than US$50 million and any single Claim less than US$50 million (not being one of a number of claims arising from substantially the same facts, matters or circumstances, which, in aggregate, exceed US$50 million) will be disregarded in calculating the aggregate amount of all Claims against a Claim Recipient.

(c)

For the purpose of paragraph (b), the amount of a Claim will be calculated before allowing for any reduction in present or future Tax, Tax rebate or Tax credit received or receivable by the party in relation to the Claim.

(d)

A Claim Recipient is not liable to the other party for any amount equal to any reduction in present or future Tax, Tax rebate or Tax credit received or receivable by it or by any of its Related Corporations in relation to the amount or matter the subject of the Claim.

(e)

The respective liabilities of Rio Tinto and BHP Billiton in respect of Claims brought by them against each other will be netted off so that only the net amount, if any, by which the aggregate liability of one Claim Recipient for Claims exceeds the aggregate liability of the other for Claims, will be paid by the relevant Claim Recipient to the other. No payment will be made in respect of any Claims prior to the expiration of the two year period referred to in paragraph (a). If one Claim Recipient’s liability for Claims pursuant to paragraph (b) exceeds US$250 million but the other’s liability for Claims is US$250 million or less, then for the purposes of determining the net amount payable by one Claim Recipient to the other under this paragraph (e), a Claim Recipient will be deemed to be liable to make payments to the other under paragraph (b) even if the aggregate amount of its liability under paragraph (b) is US$250 million or less.

(f)

Neither Rio Tinto nor BHP Billiton may make a Claim in respect of the amount of any Undisclosed Liabilities, which are to be borne in accordance with clause 13.

17.

Public announcements and confidentiality

17.1

Public announcements

(a)

Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to agree the wording and timing of all public announcements and statements by both or either of them relating to the WA Iron Ore JV (including, subject to paragraph (b), any disclosure to any stock exchange) before any announcement or statement is made. Copies of any public

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announcement or statement must be given to each other in the most expeditious manner reasonably available.

(b)

Neither Rio Tinto nor BHP Billiton may make any public or press announcement concerning the WA Iron Ore JV without the prior approval of the other (such approval not to be unreasonably withheld or delayed), except to the extent required under any applicable legislation or other legal requirement or the rules or regulations of any recognised stock exchange which apply to it or any of its Related Corporations.

17.2

Rio Tinto and BHP Billiton responsible for respective Related Corporations, officers and employees and professional advisers

(a)

Each of Rio Tinto and BHP Billiton must procure that its:

(i)

Related Corporations;

(ii)

directors, employees, officers and agents or of any of its Related Corporations (each an officer or an employee); and

(iii)

professional advisers (including legal advisers and consultants) (professional advisers),

comply with this clause 17 as if they were parties to this Agreement.

(b)

A breach of this clause 17 by a Related Corporation, officer or employee or professional adviser of Rio Tinto or BHP Billiton will be deemed to be a breach of this clause 17 by Rio Tinto or BHP Billiton, respectively.

(c)

If a Related Corporation, officer or employee or professional adviser of Rio Tinto or BHP Billiton breaches this clause 17, the other will be entitled to all remedies available to it under this clause 17 or at Law as if the Related Corporation, officer or employee or professional adviser was a party.

17.3

Obligations of confidence

(a)

For the purposes of this clause 17, Confidential Information means the terms and conditions of the Transaction Documents and negotiations between Rio Tinto and BHP Billiton in relation to the Transaction Documents.

(b)

Each of Rio Tinto and BHP Billiton undertakes that it will not:

(i)

disclose Confidential Information to any person or permit or cause any person to do anything that gives rise to or contributes to the creation of a requirement to disclose Confidential Information (other than as permitted by this clause 17 or as required by Law); or

(ii)

use Confidential Information,

except:

	(iii)		with the prior written approval of the other;

	(iv)		for the purposes of the Transaction Documents; or

	(v)		as otherwise permitted by this clause 17.

(c)

Each of Rio Tinto and BHP Billiton undertakes that it will:

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	(i)		promptly do anything reasonably required by the other to prevent or restrain a breach or suspected breach of this clause 17 or any infringement or suspected infringement of the other whether by court proceedings or otherwise; and

	(ii)		inform the other immediately if it becomes aware that Confidential Information has been disclosed to an unauthorised third party.

17.4		Permitted disclosure

		Subject to clauses 17.2, 17.3 and 17.5, each of Rio Tinto and BHP Billiton (each a *Disclosing Party*) may disclose Confidential Information:

(a)

(Related Corporation) to any of its Related Corporations;

(b)

(officers and employees) to its officers and employees;

(c)

(professional advisers) to its professional advisers;

(d)

(lenders and underwriters) to a bank or other financial institution (and its professional advisers including legal advisers) in connection with any loan or other financial accommodation or application for a loan or financial accommodation to it or to any of its Related Corporations, or the provision of underwriting for any issue of securities;

(e)

(potential disposals) in connection with any potential Disposal, Security Interest or investment;

(f)

(required Disclosures) to the extent required under any applicable Law or the rules or regulations of any recognised securities exchange which apply to it or to any of its Related Corporations;

(g)

(legal proceedings) if the disclosure is required for the purposes of any legal, administrative or other proceedings involving it or any of its Related Corporations;

(h)

(duties) if and to the extent that it may be reasonably necessary in the discharge of its duties and obligations under the Transaction Documents; and

(i)

(Authority) if and to the extent that it may be reasonably necessary or desirable to disclose the information to any Authority in connection with applications for any Authorisations.

17.5		Conditions to disclosure

		Any disclosure:

(a)

under clause 17.4(d) may only be made if the person to whom disclosure is to be made first agrees with the Disclosing Party, in a form enforceable by:

(i)

BHP Billiton, where Rio Tinto is the Disclosing Party; or

(ii)

Rio Tinto, where BHP Billiton is the Disclosing Party,

and which is no less onerous than the requirements of this clause 17, that the information concerned must not be disclosed to any other person for any purpose, and such disclosure may only be made for the purposes of satisfying the person to whom disclosure is made as to the value and commercial viability of the proposed transaction; and

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(b)

under clauses 17.4(a) to (c) (inclusive) and (i) may only be made if the person to whom disclosure is to be made is informed of the confidential nature of the information and required to, in the case of an Authority, to the extent possible, respect that confidentiality.

17.6		Form of Disclosure

		To the extent possible without breaching any applicable Law and despite clause 17.1, a Disclosing Party which is required to disclose Confidential Information by Law must not disclose Confidential Information under clause 17.4 by means of a public announcement, public document, stock exchange release or otherwise without first obtaining the other’s consent to the form of that announcement, release or other disclosure, which consent must not be unreasonably withheld or delayed.

17.7		Other obligations of confidentiality

		The confidentiality undertaking contained in this Agreement will be in addition to obligations of the parties under the Confidentiality Agreement and will in no way derogate from the obligations of Rio Tinto and BHP Billiton and the Manager in respect of secret and confidential information at law, in equity or under any statute or trade or professional custom or use.

17.8		Termination

		This clause 17 will immediately terminate and be of no further force or effect when clause 14 of the Joint Venture Agreement becomes effective. Termination of this clause 17 will be without prejudice to the rights of each of BHP Billiton or Rio Tinto that have arisen prior to its termination.

18.		GST

18.1		Definitions

		For the purposes of this clause 18:

(a)

Adjustment has the meaning given by the GST Law;

(b)

Consideration has the meaning given by the GST Law;

(c)

Input Tax Credit has the meaning given by the GST Law and a reference to an Input Tax Credit entitlement of a party includes an Input Tax Credit for an acquisition made by that party but to which the representative member of a GST Group or the Joint Venture Operator of a GST Joint Venture is entitled under GST Law;

(d)

GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of that Taxable Supply;

(e)

GST Joint Venture has the meaning given by the GST Law;

(f)

Joint Venture Operator has the meaning given by the GST Law;

(g)

Tax Invoice has the meaning given by the GST Law; and

(h)

Taxable Supply has the meaning given by the GST Law excluding the reference to Section 84-5 of the A New Tax System (Goods and Services Tax) Xxx 0000 (Cth).

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18.2		Recovery of GST

		If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. Subject to the prior receipt of a Tax Invoice, the GST Amount is payable at the same time that the other Consideration for the Taxable Supply is provided. This clause 18.2 does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive.

18.3		Liability net of GST

		Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided.

18.4		Adjustments

		If an Adjustment occurs in relation to a Taxable Supply made under, by reference to or in connection with this Agreement, the GST Amount will be recalculated to reflect that Adjustment and an appropriate payment will be made between the parties.

18.5		Revenue exclusive of GST

		Any reference in this Agreement to price, value, sales, revenue or a similar amount (*Revenue*), is a reference to that Revenue exclusive of GST.

18.6		Cost exclusive of GST

		Any reference in this Agreement (other than in the calculation of Consideration or of any indemnity, reimbursement or similar amount) to cost, expense or other similar amount (*Cost*), is a reference to that Cost exclusive of any Input Tax Credit entitlement.

19.		Termination

In the event that the Iron Ore JV Framework Agreement is terminated under clauses 2.2 or 2.4 of that agreement, each party acknowledges and agrees that this Agreement, other than clauses 1 (Definitions and Interpretation), 17 (Public announcements and confidentiality), 18 (GST), 20 (Iron Ore JV Framework Agreement), 21 Governing law and jurisdiction and 22 (Ancillary Provisions), will immediately terminate and be of no further force or effect. Termination of this Agreement will be without prejudice to the rights of any of the parties that have arisen prior to termination, including any claim under the Iron Ore JV Framework Agreement.

20.

Iron Ore JV Framework Agreement

The parties acknowledge that the rights and obligations of the parties under clauses 2 (other than clause 2.1 and clause 2.3), 3, 4 and 5 of the Iron Ore JV Framework Agreement dated 5 June 2009 are not affected by this Agreement.

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21.

Governing law and jurisdiction

21.1

Governing law

(a)

This Agreement is governed by the laws in force in Western Australia.

(b)

The parties irrevocably and unconditionally:

(i)

submit to the non-exclusive jurisdiction of the courts of Western Australia; and

(ii)

agree that they may not object to any suit, action or proceeding commenced under or in connection with this Agreement on the basis that the courts of Western Australia are not an appropriate forum.

21.2		Final judgment conclusive and enforceable

		The parties agree that a final judgment in any suit, action or proceeding commenced under or in connection with this Agreement in any court of competent jurisdiction is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

21.3

Dispute Resolution

(a)

Each of Rio Tinto and BHP Billiton must first seek to resolve any dispute under or in connection with this Agreement by discussions in good faith.

(b)

Rio Tinto or BHP Billiton may, by notice to the other, require any dispute (other than a dispute to be determined in accordance with clauses 3.4(f) and 22.10(b), and item 6 of Schedule 8) arising under or in connection with this Agreement to be referred to the chief executive officers of BHP Billiton and Rio Tinto (the Chief Executives). The Chief Executives must meet and seek in good faith to resolve the dispute within 30 days.

(c)

If the Chief Executives are unable to resolve the dispute within 30 days of referral to them, either Rio Tinto or BHP Billiton may refer the dispute to the chairpersons of BHP Billiton and Rio Tinto (the Chairpersons), who will meet and seek in good faith to resolve the dispute within 30 days.

(d)

If the Chairpersons are unable to resolve the dispute within 30 days of referral to them, then either Rio Tinto or BHP Billiton may commence proceedings in any court of competent jurisdiction.

(e)

Subject to paragraph (f), a party may not commence court proceedings in relation to any dispute arising out of or in connection with this Agreement until it has complied with the dispute resolution process set out in paragraphs (a) to (d).

(f)

Nothing in this clause 21 prevents Rio Tinto or BHP Billiton seeking appropriate injunctive or interlocutory relief at any time to preserve property or rights or to avoid losses that are not compensable in damages.

(g)

Each of Rio Tinto and BHP Billiton agrees that:

(i)

it is responsible for its own costs in connection with the dispute resolution process; and

(ii)

the costs of any suit, action or proceeding commenced under or in connection with this Agreement will be borne as between Rio Tinto and BHP Billiton as

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determined by the court of competent jurisdiction that hears the suit, action or proceeding.

21.4

Service of process

(a)

Each party agrees that service of all writs, process and summonses in any suit, action or proceeding under or in connection with this Agreement brought in Western Australia may be made on its registered or principal office for the time being in Australia.

(b)

Nothing contained or implied in this Agreement will in any way be taken to limit the ability of a party to:

(i)

serve any writs, process or summonses; or

(ii)

obtain jurisdiction over a party in other jurisdictions,

in any manner permitted by Law.

22.

Ancillary provisions

22.1

Notices

(a)

Any notice, demand, consent, certificate, approval, nomination, waiver or other similar communication given or made in connection with this Agreement (a notice):

(i)

must be in writing and signed by the sender or a person duly authorised by the sender;

(ii)

must be addressed and delivered to the intended recipient at the address or fax number below or the address or fax number last notified by the intended recipient to the sender after the date of this Agreement:


(A)	to Rio Tinto:	Rio Tinto plc
		0 Xxxxxxxxxx Xxxxxxx
		Xxxxxx X0 0XX
		XXXXXX XXXXXXX
		Attention: Company Secretary
		Fax x00 00 0000 0000

		and to

		Rio Tinto Limited
		Xxxxx 00, 000 Xxxxxxx Xxxxxx
		Xxxxxxxxx XXX 0000
		XXXXXXXXX
		Attention: Company Secretary
		Fax x00 0 0000 0000

(B)	to BHP Billiton:	BHP Billiton plc
		Xxxxxxxxx Xxxxx, Xxxxxxxx
		Xxxxxx XX0X 0X
		XXXXXX XXXXXXX
		Attention: Company Secretary

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						Fax x00 00 0000 0000

						and to

						BHP Billiton Limited
						BHP Xxxxxxxx Xxxxxx
						000 Xxxxxxxx Xxxxxx
						Xxxxxxxxx XXX 0000
						Attention: Company Secretary
						Fax No: x00 0 0000 0000

(iii)

will be taken to be duly given or made when delivered, received or left at the above fax number or address. If delivery or receipt occurs on a day that is not a business day in the place to which the notice is sent or is later than 4pm (local time) at that place, it will be taken to have been duly given or made at the commencement of business on the next business day in that place.

22.2		Severability

		If any provision of this Agreement is or becomes invalid, illegal or unenforceable, in whole or in part, under the law of any jurisdiction, the validity, legality or enforceability of such provision or part under the law of any other jurisdiction and the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired. If any provision of this Agreement, or its application to any person or entity or any circumstance, is invalid or unenforceable, each of Rio Tinto and BHP Billiton must make such suitable and equitable provision as is necessary in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision.

22.3		Variation

		No variation, modification or amendment of all or any part of this Agreement, including the schedules to this Agreement, will be effective unless in writing and signed by or on behalf of each of Rio Tinto and BHP Billiton.

22.4		No waiver

		No failure of any of the parties to exercise, or delay by it in exercising, any right, power or remedy in connection with this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy.

22.5		Remedies

	(a)		Except as otherwise provided for in this Agreement, the rights and remedies of the parties are cumulative and not exclusive of rights and remedies provided by Law.

	(b)		Without prejudice to any other rights and remedies which any party may have, each party acknowledges and agrees that damages would not be an adequate remedy for any breach by any party of the provisions of this Agreement and any party will be entitled to seek the remedies of injunction, specific performance and other equitable relief (and the parties will not contest the appropriateness or availability thereof), for any threatened or actual breach

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of any provision of this Agreement by any party and no proof of special damages will be necessary for the enforcement by any party of the rights under this Agreement.

22.6		No merger

		The rights and obligations of the parties:

(a)

will not merge on the completion of any transaction contemplated by this Agreement; and

(b)

will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.

22.7

Costs and expenses

	(a)		Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

	(b)		All Stamp Duty (including fines, penalties and interest) payable by a party on or in connection with this Agreement will be borne by that party.

22.8		Entire agreement

		Subject to clauses 19 and 20, this Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes all agreements, undertakings, negotiations and discussions, whether oral or written, of the parties.

22.9		Further assurances

		Each party agrees to do anything necessary or desirable (including executing agreements, deeds, transfers, instruments and documents) to give full effect to this Agreement and the transactions contemplated by it.

22.10		Change of Law

	(a)		If there is a change in law or change in accounting standards that materially affects the operation of the Transaction Documents to the detriment of either Rio Tinto or BHP Billiton or its Related Corporations, then it, by notice to the other, may require the other to enter into good faith negotiations to seek to agree such amendments to the Transaction Documents as may be appropriate to mitigate the detriment, to the extent practicable and reasonable, and in a manner which operates fairly between Rio Tinto and BHP Billiton. A failure to agree amendments is not a dispute that may be referred for resolution in accordance with clause 21.3.

	(b)		* * *

	(i)		* * *

	(ii)		* * *

	(iii)		* * *

	(iv)		* * *

* * *

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22.11		Enurement

		Except as provided in this Agreement, the provisions of this Agreement will enure for the benefit of, and be binding on, the parties and their respective successors and permitted assigns.

22.12		Civil Liability Act 2002

		The parties agree that the Civil Liability Act 2002 (WA) is expressly excluded from application to this Agreement and the Transaction Documents, or any relevant dispute, claim, action or other matter whatsoever arising out of or in connection with this Agreement and the Transaction Documents pursuant to Section 4A of that Act.

22.13		Counterparts

		This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which will be an original but all of which together will constitute one and the same instrument. This Agreement will not take effect until each party has executed at least one counterpart.

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Schedule 1

Definitions and Interpretation

1.1		Definitions

		The following definitions apply unless the context requires otherwise.

		**1936 Tax Act** means the Income Tax Assessment Xxx 0000 (Cth).

		**1997 Tax Act** means the Income Tax Assessment Xxx 0000 (Cth).

		*ACCC* means the Australian Competition and Consumer Commission.

		*Accounting Policy* means the accounting policy on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement, as amended by the Revised Accounting Policy.

		*Additional Capital Project* has the meaning given in clause 6.2(c)(i).

		*Adjusters* means * * *.

		*Adjustment Amount* means the adjustment amount determined in accordance with item 2.1 of Schedule 8.

		*Affiliate* means a Related Corporation, other than a Relevant JV Entity.

		*Agreed Interest Rate* has the meaning given in the Funding and Distribution Policy, and also includes the Initial Agreed Interest Rate.

		*Agreed Opening Excluded Loans* means:

(a)

any loans:

(i)

due to Rio Tinto or an Affiliate from the Rio Tinto Issuer or any of its subsidiaries which are Rio Tinto JV Entities or which directly or indirectly hold shares in Rio Tinto JV Entities;

(ii)

not exceeding, in aggregate, the Maximum Permitted Excluded Loan Balance; and

(iii)

each of which, other than any loan from an Owner, is subject to a Creditor Deed Poll;

(b)

any loans:

(i)

due to BHP Billiton or an Affiliate from the BHP Billiton Issuer or any of its subsidiaries which are BHP Billiton JV Entities or which directly or indirectly hold shares in BHP Billiton JV Entities;

(ii)

not exceeding, in aggregate, the Maximum Permitted Excluded Loan Balance; and

(iii)

each of which, other than any loan from an Owner, is subject to a Creditor Deed Poll; and

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(c)

any Pre-Commencement NCEP Loans.

Agreed Opening Iron Ore Loans means:

(a)

the loan provided by Rio Tinto (or an Affiliate) to the Rio Tinto Issuer in the amount of not more than US$5.8 billion; and

(b)

any other loans that Rio Tinto and BHP Billiton agree should constitute Agreed Opening Iron Ore Loans,

		each of which, other than any loan from an Owner, is subject to a Creditor Deed Poll.

		*Agreed Policy Terms* means the terms and conditions contained in the policy initialled by Rio Tinto and BHP Billiton for the purposes of identification on the date of this Agreement.

		*Agreed Practice Standard* means the performance standard specified in clause 4.3(b)(v) of the Joint Venture Agreement.

		*Agreed Sole Risk Adjustment* has the meaning given in item 2.6 of Schedule 8.

		*Agreed Term* has the meaning given in the Funding and Distribution Policy, and also includes the Initial Agreed Term.

		*Approved JV Implementation Costs* means JV Implementation Costs that:

(a)

have been approved by the Implementation Oversight Committee; or

(b)

are otherwise agreed between Rio Tinto and BHP Billiton.

		*Assessed Loss* has the meaning given in clause 3.2(c).

		*Attributable* means attributed, allocated or apportioned in accordance with the Attribution Principles.

		*Attribution Principles* means the principles in item 1.6 of the Funding and Distribution Policy on the assumption they applied during the Relevant Period in relation to Relevant Period Excluded Assets and Relevant Period Assets.

		*Audit Committee* has the meaning given in Schedule 10.

		*Auditor* has the meaning given in the Joint Venture Agreement.

		*AUP* means the set of procedures, agreed by the Implementation Oversight Committee (and each of BHP Billiton’s and Rio Tinto’s auditors), for the Auditor to undertake the reviews contemplated by Schedule 8.

		*Authorisations* means all permissions, licences, authorisations, approvals, consents, rulings, registrations, filings, lodgements, permits, franchises, agreements, notarisations, certificates, approvals, directions, declarations, authorities or exemptions from, by or with any Authority, including as may be required or obtained under the Mining Act or any State Agreement.

		*Authority* means any minister, government or representative of a government or any governmental, quasi-governmental, local government, statutory, judicial, administrative, fiscal, tax, competition or regulatory authority, entity or other body, department, concession, tribunal, self-regulatory organisation established pursuant to statute or rules of a recognised stock exchange, instrumentality, agency, statutory corporation or public authority.

		*Bank Xxxx Rate* in relation to any Month, means:

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(a)

the average one month Australian bank xxxx rate by Reuters Monitor Service Page “BBSY” (rounded up, if necessary, to the nearest two decimal places) displayed at about 10:00 am (Melbourne time) on the first Business Day of that Month; or

(b)

if no such rate is displayed for any Month, then the Bank Xxxx Rate for that month in respect of any unpaid amount will be the rate which is the average (rounded up, if necessary to the nearest two decimal places) of the rates quoted to the person to which the relevant amount is owed by each of three Australian banks selected by that person as the relevant bank’s buying rate as at 10:00 am (Melbourne time) on the first Business Day of that Month for bank-accepted bills of exchange having a term of 30 days.

		*Bao-HI Joint Venture* means the joint venture established by the Bao-HI Ranges Joint Venture Agreement dated 22 June 2002.

		*Xxxxxxx Joint Venture* means the joint venture to be established pursuant to clause 3.1 of the Xxxxxxx River Joint Venture Agreement dated 28 October 2004.

		*BHP Billiton Consolidated Group* means the Consolidated Group of which BHPBL is the Head Company.

		*BHP Billiton Equalisation Investment* means the estimated BHP Billiton Equalisation Investment determined in accordance with item 1.1 of Schedule 8.

		*BHP Billiton Group* means BHPBL, BHPBP and each of their Subsidiaries and BHP Billiton Group entity means an entity in the BHP Billiton Group.

		*BHP Billiton Indemnified Parties* has the meaning given in clause 4.4(b).

		*BHP Billiton Issuer* means the entity to be incorporated under clause 5.3(a)(ii) in accordance with item 2.1(c) of Part 2 of Schedule 7.

		*BHP Billiton JV Entities* means:

(a)

as at the date of this Agreement, the BHP Billiton Issuer and the BHP Billiton Subsidiaries listed in, and which are engaged in the businesses described in, schedule 2 of the Joint Venture Agreement; and

(b)

any other wholly-owned Subsidiary of the BHP Billiton Issuer that subsequently acquires an Iron Ore Asset under clause 2.4(c) of the Joint Venture Agreement.

BHP Billiton JVs means:

(a)

the Mt Xxxxxx Joint Venture;

(b)

the Goldsworthy Joint Venture;

(c)

the Yandi Joint Venture;

(d)

the Wheelarra Joint Venture;

(e)

the JW4 Joint Venture;

(f)

the POSMAC Joint Venture; and

(g)

any other joint venture that a BHP Billiton JV Entity enters into after the date of the Joint Venture Agreement within the scope of the WA Iron Ore JV.

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		*BHP Billiton Marketing SPV* means the entity to be incorporated under clause 5.3(a)(ii) in accordance with item 2.1(d) of Part 2 of Schedule 7.

		*BHP Billiton Iron Ore Owned R&D IP* has the meaning given in the Intellectual Property Management Agreement.

		*BHP Billiton Owner* means the entity to be incorporated under clause 5.3(a)(ii) in accordance with item 2.1(a) of Part 2 of Schedule 7.

		*BHP Billiton R&D IP* means the BHP Billiton Iron Ore Owned R&D IP and the BHP Billiton Iron Ore Relevant R&D IP.

		*BHP Billiton Iron Ore Relevant R&D IP* has the meaning given in the Intellectual Property Management Agreement.

		*BHP Billiton RP Assets and Liabilities* has the meaning given in item 1.5 of Schedule 8.

		*BHP Billiton State Agreements* means:

(a)

the Iron Ore (Mount Newman) Agreement Xxx 0000 (WA);

(b)

the Iron Ore (Mount Goldsworthy) Agreement Xxx 0000 (WA);

(c)

the Iron Ore (Goldsworthy-Nimingarra) Agreement Xxx 0000 (WA);

(d)

the Iron Ore (Marillana Creek) Agreement Xxx 0000 (WA); and

(e)

the Iron Ore (XxXxxxx’x Monster) Agreement Authorisation Xxx 0000 (WA).

		*BHP Billiton Tax Funding Agreement* means the “BHP Billiton Tax Contribution Deed” dated 28 November 2003.

		*Blending Agreement* means the blending agreement to be negotiated by Rio Tinto and BHP Billiton in accordance with clause 3.5(b)(vi), to be signed by the parties to that agreement at Completion.

		*Board* means the board of directors of BHP Billiton or Rio Tinto, as applicable.

		* * *

		*Budget* has the meaning given in the Joint Venture Agreement, and also includes the First Budget.

		*Budget Overrun Percentage* has the meaning given in clause 3.10(l)(i) of the Joint Venture Agreement.

		*Business Day* means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.

		*Business Plan* has the meaning given in the Joint Venture Agreement, and also includes the First Business Plan.

		*Call Deposits* has the meaning given in the Funding and Distribution Policy.

		* * *

		* * *

		*Capital Projects Notic*e has the meaning given in clause 6.2(c).

		*Cash* means all cash and cash equivalents within the meaning of the definition of Cash Flows.

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		*Cash Flows* means, as the case requires, all inflows and outflows of cash and cash equivalents from operating, financing and investing activities, as determined in accordance with IAS 7 and AASB 107. References to *Cash inflows* and *Cash outflows* have a corresponding meaning.

		*Cashflow Adjustment Amount* has the meaning given in item 2.2 of Schedule 8.

		*CEO* means the chief executive officer of the Manager.

		*CFR* has the meaning given in the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce (Incoterms) 2000 Edition, as replaced from time to time.

		*Chairpersons* has the meaning given in clause 21.3(c).

		*Channar Joint Venture* means the joint venture established by the Channar Mining Joint Venture Agreement dated 16 November 1987.

		*Chief Executives* has the meaning given in clause 21.3(b).

		*Claim* has the meaning given in clause 16.6.

		*Claim Recipient* has the meaning given in clause 16.6(a).

		*Commissioner of Taxation* means the Australian Federal Commissioner of Taxation.

		* * *

		*Completion* means completion in accordance with clause 6.2.

		*Completion Date* has the meaning given in clause 6.1.

		*Completion Documents* means:

(a)

the Joint Venture Agreement, including the Funding and Distribution Policy;

(b)

each Debenture Deed Poll;

(c)

each Management Delegation Agreement;

(d)

each Creditor Deed Poll required in respect of the Agreed Opening Iron Ore Loans and the Agreed Opening Excluded Loans to be executed at or about the Completion Date;

(e)

each Owner Cross Charge;

(f)

the Ore Sales Agreements on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement, to be signed by the parties to that agreement at Completion;

(g)

the Infrastructure Sharing Agreement;

(h)

the Blending Agreement;

(i)

the Intellectual Property Management Agreement;

(j)

the ERP Service and Licence Agreement;

(k)

the Transitional Services Agreements;

(l)

the Parent Company Guarantees; and

(m)

the Set-Off Agreement.

Conditions Precedent means the conditions precedent referred to in clause 2.

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		*Confidential Information* has the meaning given in clause 17.3.

		*Confidentiality Agreement* means the confidentiality agreement dated 1 July 2009 between Rio Tinto and BHP Billiton.

		*Consolidated Group* means a consolidated group as that term is defined in s.995-1(1) of the 1997 Tax Act.

		*Core Principles* means the core principles described in schedule 1 of the Iron Ore JV Framework Agreement.

		*Corporations Act* means the Corporations Xxx 0000 (Cth).

		*Coupon* has the meaning given in the Funding and Distribution Policy.

		*CPI* means the Australian All Groups Consumer Price Index Number (weighted average of eight capital cities) published by the Australian Bureau of Statistics. In this definition:

(a)

the reference to the Australian All Groups Consumer Price Index Number (weighted average of eight capital cities) means:

(i)

the same numbers but with different names at any time; and

(ii)

the same numbers adjusted mathematically to take account of a change at any time in the base year provided that indices of the same base year are used throughout the calculation; and

(b)

the reference to the Australia Bureau of Statistics includes a reference to:

(i)

the Bureau but with a different name at any time; and

(ii)

a governmental agency in Australia (in the absence of the Australian Bureau of Statistics) at any time having similar functions.

Creditor Deed Poll means each deed poll in the form set out in schedule 13 of the Joint Venture Agreement.

Cross Charge means:

(a)

each Owner Cross Charge; and

(b)

any other cross charge substantially in the form of part 2 of schedule 12 of the Joint Venture Agreement granted in accordance with clauses 11.5, 11.6, 11.7 and 11.8 of the Joint Venture Agreement.

		* * *

		*Debenture* means securities of that name issued or to be issued on the terms and conditions set out in the Debenture Deeds Poll.

		*Debenture Deed Poll* means a deed poll entered into by each Issuer in conjunction with the issue of the Debentures on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement, to be signed by the relevant Issuer at Completion.

		*Deed of Accession* means each deed of accession entered into by a Sole Risk Entity in the form set out in schedule 18 of the Joint Venture Agreement.

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Implementation Agreement

		*Dispose* means, in relation to any asset, to sell, transfer, assign, declare oneself a trustee of, or part with the benefit of, or otherwise dispose of, the asset (or any interest in it, or any part of it) other than (in each case) by the creation of a Security Interest, and *Disposal* has a corresponding meaning.

		*Distributable Earnings* means all reserves that a company may lawfully distribute by way of dividends to its members.

		*dmtu* means dry metric tonne units.

		*Due Diligence Materials* means all information (in any form) disclosed by:

(a)

BHP Billiton * * * and

(b)

Rio Tinto * * *

		each as established and maintained pursuant to the due diligence scope, as agreed by BHP Billiton and Rio Tinto on 6 August 2009 and the due diligence scoping memorandum setting out the materiality threshold for information to be disclosed in the respective data rooms dated 30 July 2009, also as agreed between BHP Billiton and Rio Tinto. For the avoidance of doubt, Due Diligence Material includes any such material provided only to ‘core team members’ as contemplated in the due diligence scope.

		*Effective Date* means 1 July 2009.

		*Effective Date Balance Sheets* has the meaning given in item 1.6(a) of Schedule 8.

		*End Date* has the meaning given in clause 2.5.

		*ERP Service and Licence Agreement* means the service and licence agreement to be entered into on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement, to be signed by the parties to that agreement at Completion.

		*Escalated* means escalated at a nominal rate of 6.5% per annum, compounded annually, using the following formula:

			A x (1 + 0.065)^(x/365)

			where:

			A = the amount to be escalated; and

			x = the number of days that have lapsed during the period over which the amount is escalated.

		*Escalated NCEP Calls* equals the aggregate amount of the NCEP Calls paid by the Proposing Party with each NCEP Call being Escalated between the date on which the NCEP Call was paid and the date for payment of the Receiving Party’s Participant Loan under clause 8(c)(iii).

		*Estimated Adjusted Cashflows* means the estimated adjusted cash flows of Rio Tinto or BHP Billiton, as applicable, as determined in accordance with item 1.4 of Schedule 8.

		*Estimated Cashflow Difference* has the meaning given in item 1.3(c) of Schedule 8.

		*Estimated Monthly Difference* has the meaning given in item 1.3(b)(iv) of Schedule 8.

		*Event* has the meaning given in clause 3.2(b).

		*Excluded Assets* means any assets of any Rio Tinto Group entity or BHP Billiton Group entity from time to time that are not Iron Ore Assets and includes:

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Implementation Agreement

(a)

assets used in Iron Ore Marketing Activities and not Iron Ore Production Activities (Marketing Assets) including:

(i)

plant and equipment used in Iron Ore Marketing Activities and not Iron Ore Production Activities;

(ii)

land (including fixtures) used in Iron Ore Marketing Activities and not Iron Ore Production Activities;

(iii)

contracts and leases to the extent they relate to Iron Ore Marketing Activities, including contracts for the supply of iron ore produced by Iron Ore Production Activities to customers (other than Ore Sales Agreements);

(iv)

Cash and receivables arising from Iron Ore Marketing Activities;

(v)

iron ore to which a Rio Tinto Group entity or BHP Billiton Group entity is entitled that has been loaded on board a ship; and

(vi)

all other assets of a Rio Tinto Group entity or BHP Billiton Group entity referable to Iron Ore Marketing Activities and not Iron Ore Production Activities;

(b)

for Rio Tinto, its interests in each of the following companies and their existing and future assets:

(i)

* * *

(A)

* * *

(B)

* * *

(C)

* * *

(D)

* * *

(E)

* * *

(F)

* * *

	(ii)		* * *

	(iii)		* * *

	(iv)		* * *

	(v)		* * *

	(vi)		* * *

	(vii)		* * *

	(viii)		* * *

	(ix)		* * *

	(x)		* * *

	(xi)		* * *

(c)

for BHP Billiton, its existing and future interests in each of the following:

	(i)		* * *

	(ii)		* * *

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Implementation Agreement

(iii)

* * *

	(d)		any Secondary Processing facilities, other than the facilities expressly included in the definition of Iron Ore Assets;

	(e)		subject to clause 4.16 of the Joint Venture Agreement and the ERP Service and Licence Agreement, all intellectual property and technology of the Rio Tinto Group and the BHP Billiton Group used in Iron Ore Production Activities;

	(f)		any Retained Assets identified pursuant to the process established by clauses 3.6 and 3.7;

	(g)		Excluded Cash Flows, Excluded Distributable Earnings and Excluded Asset Surplus;

	(h)		Cash arising from Excluded Cash Flows, and any loan or deposit arising from use of such Cash;

	(i)		anything which is, or is deemed to be, an Excluded Asset or part of Excluded Assets under, or by operation of, the Transaction Documents; and

	(j)		anything that the Owners agree are Excluded Assets,

		and, for the avoidance of doubt, does not include Sole Risk Assets.

		*Excluded Asset Surplus* of an Issuer on an Insolvency Administration has the meaning given in the Funding and Distribution Policy.

		*Excluded Cash Flows* means Cash Flows that are not Iron Ore Cash Flows or Sole Risk Cash Flows.

		*Excluded Distributable Earnings* means Distributable Earnings that are not Iron Ore Distributable Earnings.

		*Excluded Liabilities* means any liabilities of any Rio Tinto Group entity or BHP Billiton Group entity, from time to time, that are not Iron Ore Liabilities or Sole Risk Liabilities and includes:

(a)

any liabilities Attributable to Excluded Assets;

(b)

any liabilities to the extent they arise from the conduct of the Iron Ore Marketing Activities (Marketing Liabilities);

(c)

Excluded Loans;

(d)

anything which is, or is deemed to be, an Excluded Liability under, or by operation of, the Transaction Documents; and

(e)

anything that the Owners agree are Excluded Liabilities.

Excluded Loans means any loans that are not Iron Ore Loans or Sole Risk Loans, and includes:

(a)

Agreed Opening Excluded Loans; and

(b)

Post-Commencement NCEP Loans.

Excluded Marketing Operations means, in relation to a JV Entity, that part of its operations concerning the sale of Iron Ore Product to customers other than pursuant to an Ore Sales Agreement, and a reference to the Excluded Marketing Operations division of a JV Entity has a corresponding meaning.

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Implementation Agreement

Existing JV Arrangement means the agreements and other arrangements which constitute a Rio Tinto JV or BHP Billiton JV, from time to time, and includes:

(a)

the arrangements between Rio Tinto Group entities and Robe in relation to Pilbara Iron infrastructure sharing and Pilbara Iron corporate shared services and mobile equipment, each as amended from time to time; and

(b)

any terms implied under such agreements and other arrangements and any fiduciary, equitable or other obligation owed in relation to such agreements or other arrangements.

		*Existing XX Xxxxx Charge* has the meaning given in the Joint Venture Agreement.

		*Existing JV Deposits* means cash held on deposit by a Rio Tinto Group entity or a BHP Billiton group entity, as applicable, under Existing JV Arrangements.

		*Expected JV Synergies* means the synergies expected to be realised through the WA Iron Ore JV, as agreed between Rio Tinto and BHP Billiton.

		*Expenditure Category Overrun Amount* has the meaning given in the Joint Venture Agreement.

		*Feasibility Study* has the meaning given in clause 8.2(h) of the Joint Venture Agreement.

		*Final Adjusted Cashflows* means the final adjusted cash flows of Rio Tinto or BHP Billiton, as applicable, as determined in accordance with item 2.4 of Schedule 8.

		*Final Adjusted Cashflow Statements* means the final adjusted cashflow statements of Rio Tinto or BHP Billiton, as applicable, to be prepared in accordance with item 5.4 of Schedule 8.

		*Final Cashflow Difference* has the meaning given in item 2.3 of Schedule 8.

		*Final Completion Accounts* means the Final Completion Balance Sheets and the Final Adjusted Cashflow Statements.

		*Final Completion Balance Sheets* has the meaning given in item 2.5(a) of Schedule 8.

		*First Budget* means the first Budget prepared under clause 3.6 and approved under clause 3.7.

		*First Business Plan* means the first Business Plan prepared under clause 3.6 and approved under clause 3.7.

		* * *

		*First Synergies Capture Plan* means the first Synergies Capture Plan prepared under clause 3.6 and approved under clause 3.7.

		*FOB* has the meaning given in the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce (Incoterms) 2000 Edition, as replaced from time to time.

		*FOB Price* means:

(a)

where Iron Ore Product is sold on an FOB basis, the price (expressed in US$ per dmtu) for Iron Ore Product the subject of any shipment or sale which is payable by the third party end customer under the applicable FOB sales contract; or

(b)

where Iron Ore Product is sold on a non-FOB basis, * * *

	(i)		* * *

			* * *

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Implementation Agreement

			* * *

			* * *

			* * *

			* * *

			* * *

			* * *

(ii)

* * *

(A)

* * *

(B)

* * *

For the avoidance of doubt, the purpose of this definition is to allow Rio Tinto and BHP Billiton to determine the realised FOB price equivalent for each shipment or sale of Iron Ore Product and eliminating the non-FOB component of the price paid by the end customer on an arm’s length basis.

		*Funding and Distribution Policy* means the funding and distribution policy on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement.

		*Goldsworthy Joint Venture* means the joint venture carried on under the name “Mt Goldsworthy Mining Associates Joint Venture” as constituted from time to time pursuant to the Restated Mount Goldworthy Mining Associates Joint Venture agreement dated 7 September 1990.

		*Grossed up for Tax* means that, where either Rio Tinto or BHP Billiton (the *Payer) is liable to pay an amount to the other party (the Recipient) by way of indemnity and that payment increases the Tax payable by Recipient or the Head Company of any Consolidated Group of which the Recipient is a member (collectively the Recipient Group*), then the payment must be grossed up by such amount as is necessary to ensure that the net amount retained by the Recipient Group after deduction of Tax or payment of the increased income tax equals the amount the Recipient Group would have retained had the Tax not been payable.

		*GST* has the meaning given by the GST Law.

		*GST Group* has the meaning given by the GST Law.

		*GST Law* has the meaning given by the A New Tax System (Goods & Services Tax) Xxx 0000 (Cth), or, if that Act does not exist means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

		*Guarantee* means an obligation or offer to provide funds (including by subscription or purchase) or otherwise be responsible in respect of an obligation or indebtedness, or the financial condition or solvency, of another person. It includes a guarantee, indemnity, letter of credit or legally binding letter of comfort, or an obligation or offer to purchase an obligation or indebtedness of another person.

		*Guidance Materials* means the guidance materials prepared for the purposes of Schedule 8 initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement.

		*Half Year* means the six month periods commencing on 1 January and 1 July in each year.

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Implementation Agreement

		*HBI Beneficiation Plant* means the assets marked purple and green on the aerial photograph in item 2.4 of Part 2 of Schedule 7 (but excluding all liabilities associated with them and arising from circumstances or events occurring prior * * *

		*HBI Plant* means all real property, plant and equipment and other assets situated at the hot briquetted iron processing facility at Boodarie, Western Australia (other than the HBI Beneficiation Plant) and all associated liabilities.

		*Head Company* has the meaning given by s.995-1(1) of the 1997 Tax Act.

		*Hedging Policy* means the policy referred to in clause 3.6(b)(xi), to be adopted on Completion pursuant to an Owners’ Council Completion Resolution.

		*HIsmelt* means all land, buildings, structures, offices, fixed and mobile equipment, roads, wharfs, loading and unloading facilities, stockpiles, storage facilities and associated facilities owned, leased or used by any Rio Tinto Group entity at Kwinana, Western Australia including the facility constructed by certain Rio Tinto Group entities in joint venture with third parties and all HIsmelt Technology.

		*HIsmelt Technology* means technology presently, or in future, owned by, or licensed to, any Rio Tinto Group entity relating to the high intensity direct smelting of iron, or the dimensioning, design, application, manufacture, erection, installation, testing, operation and maintenance of equipment designed or used for that purpose, including patents, know-how and other designs and copyright, technological and technical knowledge, expertise, experience, inventions, data, algorithms, codes, instructions, techniques, processes, drawings, specifications and other unpatented information.

		*Historical Iron Ore Asset Information* means, in relation to a JV Entity or a BHP Billiton Group entity or a Rio Tinto Group entity, as applicable, historical operational information that relates to Relevant Period Iron Ore Assets and is or may be relevant to JV Operations (including studies, whether complete or incomplete), excluding:

(a)

information in relation to Excluded Assets;

(b)

marketing information; and

(c)

Board or senior management reports (including Iron Ore Executive Committee papers).

		For the avoidance of doubt, it does not include any information in relation to, or produced for the purposes of, actual or proposed parent company corporate or merger and acquisition activities, including the proposal to form the WA Iron Ore JV and any proposal for the combination of all or part of the Rio Tinto Group and the BHP Billiton Group.

		*Xxxx Xxxxx Joint Venture* means the joint venture carried on pursuant to the Xxxx Xxxxx Joint Venture Agreement dated 16 March 2006 as constituted from time to time.

		* * *

		* * *

		*Implementation Management Committee* has the meaning given in clause 3.6.

		*Implementation Oversight Committee* has the meaning given in clause 3.7.

		*Indemnified Tax Liability* means any Tax Liability of the Rio Tinto Group or the BHP Billiton Group, if and to the extent it is attributable to Relevant Period Iron Ore Assets, that relates to the

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Implementation Agreement

period before the Effective Date. A Tax Liability will be taken to relate to the period before the Effective Date:

(a)

in the case of income tax (including any Tax under the 1936 Tax Act or the 1997 Tax Act):

(i)

if it is an amount payable in respect of income tax on taxable income for any income year which ends before the Effective Date; or

(ii)

if it is an amount payable in respect of income tax on taxable income for that part of any income year ending on or after the Effective Date as comprises the period before the Effective Date,

to the extent the income tax is in respect of amounts that do not form part of the cash flow required by item 5 of Schedule 8 to be included in the Interim Adjusted Cashflow Statement or Final Adjusted Cashflow Statement;

(b)

in the case of Stamp Duty, if and to the extent it arises by reason of any act, transaction or event occurring before the Effective Date, or by reason of any revocation or claw-back of Stamp Duty relief granted in respect of any act, transaction or event occurring before the Effective Date;

(c)

in the case of GST, if the GST liability is attributable to a tax period ending before the Effective Date; or

(d)

in the case of any other Tax, if and to the extent it arises by reason of any act, transaction or event occurring before the Effective Date.

Indemnity-related Tax Asset means any Tax Asset of the Rio Tinto Group or the BHP Billiton Group, if and to the extent it is attributable to Relevant Period Iron Ore Assets, to the extent it relates to the period before the Effective Date. A Tax Asset will be taken to relate to the period before the Effective Date:

(a)

in the case of income tax (including any Tax under the 1936 Tax Act or the 1997 Tax Act):

(i)

if it is an amount receivable in respect of income tax on taxable income for any income year which ends before the Effective Date; or

(ii)

if it is an amount receivable in respect of income tax on taxable income for that part of any income year ending on or after the Effective Date as comprises the period before the Effective Date,

to the extent the income tax is in respect of amounts that do not form part of the cash flow that is required by item 5 of Schedule 8 to be included in the Interim Adjusted Cashflow Statement or Final Adjusted Cashflow Statement;

(b)

in the case of Stamp Duty, if and to the extent it arises by reason of any act, transaction or event occurring before the Effective Date, or by reason of any revocation or claw-back of Stamp Duty relief granted on any act, transaction or event occurring before the Effective Date;

(c)

in the case of GST, if the Input Tax Credit entitlement is attributable to a tax period ending before the Effective Date; or

(d)

in the case of any other Tax, if and to the extent it arises by reason of any act, transaction or event occurring before the Effective Date.

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Implementation Agreement

		*Independent Engineer* means the independent engineer nominated under paragraph (a) of Part 1 of Schedule 5.

		*Independent Expert* means a person appointed in accordance with clause 16 of the Joint Venture Agreement.

		*Indexed* means:

(a)

prior to 31 December 2009, the relevant amount; and

(b)

during any Half Year subsequent to that referred to in paragraph (a):


The relevant amount X		CPI_t-1

		CPI_b

			where:

			CPI_t-1 means the CPI number for the Quarter most recently published prior to the start of that Half Year; and

			CPI_b means the CPI number for the Quarter ending on 30 June 2009.

		*Infrastructure and Blending Principles* means the Infrastructure and Blending Principles initialled by BHP Billiton and Rio Tinto for the purposes of identification on the date of this Agreement.

		*Infrastructure Sharing Agreement* means the infrastructure sharing agreement to be negotiated by Rio Tinto and BHP Billiton in accordance with clause 3.5(b)(vi), to be signed by the parties to that agreement at Completion.

		*Initial Agreed Interest Rate* means the initial Agreed Interest Rate determined under clause 3.6 and approved under clause 3.7.

		*Initial Agreed Term* means the initial Agreed Term determined under clause 3.6 and approved under clause 3.7.

		*Input Tax Credit* has the meaning given in clause 18.1.

		*Insolvency Administration* means, in relation to an Issuer, a winding up of the Issuer, or the appointment of an administrator to the Issuer pursuant to Part 5.3A of the Corporations Acx 0000 (Cth).

		*Insurance Protocol* means the insurance protocol on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement, to be adopted on Completion pursuant to an Owners’ Council Completion Resolution.

		*Intellectual Property Management Agreement* means the intellectual property management agreement on the terms initialled by each of Rio Tinto and BHP Billiton for identification on or about the date of this Agreement, to be signed by the parties to that agreement at Completion.

		*Interim Adjusted Cashflow Statements* has the meaning given in item 1.6(b)(ii) of Schedule 8.

		*Interim Completion Balance Sheets* has the meaning given in item 1.6(b)(i) of Schedule 8.

		*Interim Completion Accounts* means the Interim Completion Balance Sheets and the Interim Adjusted Cashflow Statements.

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Implementation Agreement

		*Intra-group Debt* means any indebtedness in respect of moneys borrowed or raised or other financial accommodation (including in respect of preference shares), whether actual or contingent, owing or payable to an Affiliate.

		*Iron Ore Assets* means the right, title or interest (whether directly or indirectly held) of any JV Entity from time to time in:

(a)

plant and equipment and land (including fixtures) used in, or acquired for the purposes of, Iron Ore Production Activities, including mines, water bores, light and heavy mobile equipment, conveyors, processing plant (including crushing, screening, beneficiating, concentrating, washing and drying plant, tailings dams and associated infrastructure), rail infrastructure (including rail track, signalling and control systems), rolling stock (including locomotives, fuel cars and ore cars), communication systems, shipping terminals and port facilities (including stockyards, ore car dumpers, in-load and out-load circuits (including car-dumpers, conveyors, transfer stations, bins, stackers and reclaimers, stockpiles and yards, screening plant, berths, wharves, jetties, tugs)), power facilities (including generation, transmission and distribution networks), other associated infrastructure (such as housing and town infrastructure and pastoral stations, airstrips and associated infrastructure, water utilities, gas pipelines and fuel farms), and maintenance facilities and equipment (including administration offices and workshops);

(b)

the beneficiation plant at Xxxxxx, and the HBI Beneficiation Plant to the extent that it is made available pursuant to clause 5.4(a)(ii)(B));

(c)

the Secondary Processing facilities at Xxx Xxxxx;

(d)

any other Secondary Processing facilities to the extent required to satisfy obligations under a future State Agreement or obligations not yet satisfied under a current State Agreement;

(e)

any Support Assets identified pursuant to the process established by clauses 3.6 and 3.7;

(f)

the JV Tenements;

(g)

the State Agreements, together with the benefits of all associated Authorisations;

(h)

contracts and leases to the extent they relate to Iron Ore Production Activities, other than, on and from the JV Commencement Date, contracts with Affiliates of Rio Tinto or BHP Billiton that have not been approved by the Implementation Oversight Committee or the Owners’ Council;

(i)

iron ore produced by Iron Ore Production Activities but not yet loaded on board a ship;

(j)

receivables arising from Iron Ore Production Activities, including any amount payable under the Ore Sales Agreements (but excluding any receivable arising from Iron Ore Marketing Activities);

(k)

Iron Ore Cash Flows, Iron Ore Distributable Earnings and Iron Ore Asset Surplus;

(l)

Cash arising from Iron Ore Cash Flows and any loan or deposit arising from use of such Cash;

(m)

any other assets to the extent that they arise from Iron Ore Production Activities;

(n)

anything which is, or is deemed to be, an Iron Ore Asset or part of Iron Ore Assets under, or by operation of, the Transaction Documents; and

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Implementation Agreement

(o)

anything that the Owners agree are Iron Ore Assets,

		but excluding any Excluded Assets and Sole Risk Assets.

		*Iron Ore Asset Surplus* of an Issuer on an Insolvency Administration has the meaning given in the Funding and Distribution Policy.

		*Iron Ore Cash Flows* means Cash Flows Attributable to Iron Ore Assets and Iron Ore Liabilities.

		*Iron Ore Distributable Earnings* means Distributable Earnings Attributable to Iron Ore Assets and Iron Ore Liabilities.

		*Iron Ore JV Framework Agreement* means the framework agreement dated 5 June 2009 between Rio Tinto and BHP Billiton.

		*Iron Ore Liabilities* means:

(a)

any liabilities of any JV Entity from time to time:

(i)

which are Attributable to Iron Ore Assets;

(ii)

to the extent they arise from Iron Ore Production Activities; or

(iii)

which are Iron Ore Loans,

and also includes:

(b)

anything which is, or is deemed to be, an Iron Ore Liability under, or by operation of, the Transaction Documents; and

(c)

anything that the Owners agree are Iron Ore Liabilities,

but excluding any Excluded Liabilities and Sole Risk Liabilities.

Iron Ore Loans means:

(a)

Agreed Opening Iron Ore Loans;

(b)

Participant Loans;

(c)

NDO Loans; and

(d)

any loan that the Owners agree is an Iron Ore Loan.

Iron Ore Marketing Activities means the activities carried on, and transactions entered into, by the Rio Tinto Group and BHP Billiton Group separately (whether before or after the JV Commencement Date) in relation to:

(a)

marketing and selling iron ore produced from Iron Ore Production Activities and related activities (other than sales by JV Entities pursuant to Ore Sales Agreements), including Excluded Marketing Operations; and

(b)

transporting iron ore produced from Iron Ore Production Activities from the ship’s r