Common use of Intra-group Debt Clause in Contracts

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

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