General Terms and Conditions for BUSINESS /

PROJECT Loans

General Terms and Conditions for BUSINESS / PROJECT Loans

Table of Contents

Article Number Heading Page

Article I Introduction; Inconsistency・・・・・・・・・・・・・・・・・・1
Section 1.01. Introduction・・・・・・・・・・・・・・・・・・・・・・・1 Section
1.02. Inconsistency with Loan Agreement・・・・・・・・・・・・1
Article II Definitions; References to Articles and
Sections; Headings ・・・・・・・・・・・・・・・・・・・・・・1
Section 2.01. Definitions・・・・・・・・・・・・・・・・・・・・・・・・1
Section 2.02. References to Articles and Sections・・・・・・・・・・・・・2
Section 2.03. Headings・・・・・・・・・・・・・・・・・・・・・・・・・2
Article III Loan; Repayment; Interest; Overdue Charge;
Method of Payment; Currency・・・・・・・・・・・・・・・・・・2
Section 3.01. Amount of Loan・・・・・・・・・・・・・・・・・・・・・・2 Section
3.02. Repayment・・・・・・・・・・・・・・・・・・・・・・・・2
Section 3.03. Interest・・・・・・・・・・・・・・・・・・・・・・・・・・3
Section 3.04. Financing of Part of INSTITUTION Charges and/or Fees・・・・・・3
Section 3.05. Overdue Charge・・・・・・・・・・・・・・・・・・・・・・3
Section 3.06. Computation of Interest and Overdue Charge・・・・・・・・・3
Section 3.07. Place and Time of Payment・・・・・・・・・・・・・・・・・3
Section 3.08. Currency in which Principal, Interest and
other Charges are Payable ・・・・・・・・・・・・・・・・・3
Section 3.09. Notice Given by INSTITUTION ・・・・・・・・・・・・・・・・・4

Article IV INSTITUTION’s Review and Mis procurement・・・・・・・・・・・4

Section 4.01. General・・・・・・・・・・・・・・・・・・4
Section 4.02. INSTITUTION ’s Review・・・・・・・・・・・・・・・・・・・・・・4
 Section 4.03. Mis procurement・・・・・・・・・・・・・・・・・・・・・・4
Section 4.04. Information to be Made Public・・・・・・・・・・・・・・・・4
Article V Disbursement・・・・・・・・・・・・・・・・・・・・・・・・4
Section 5.01. Disbursement Procedure・・・・・・・・・・・・・・・・・・4
Section 5.02. Constitution of Obligation・・・・・・・・・・・・・・・・・・4
Section 5.03. Adequacy of Documents・・・・・・・・・・・・・・・・・・・5 Section
5.04. Additional Documents・・・・・・・・・・・・・・・・・・・5 Section 5.05. Notice
of Disbursement ・・・・・・・・・・・・・・・・・・5
Section 5.06. Notice of Completion of Disbursement・・・・5 Article Number
Heading
Page
Article VI Remedies; Failure to Exercise Rights;
Non-Exemption; Non-Discrimination;
Negative Pledge; Administration ・・・・・・・・・・・・・・・5
Section 6.01. Remedies of the INSTITUTION ・・・・・・・・・・・・・・・5
Section 6.02. Failure to Exercise Rights・・・・・・・・・・・・・・・・・・6
Section 6.03. Non-Exemption of the Borrower from Obligations・・・・・・・7
Section 6.04. Non-Discrimination・・・・・・・・・・・・・・・・・・・・・ 7 Section
6.05. Negative Pledge・・・・・・・・・・・・・・・・・・・・・・7
Section 6.06. Administration of Loan・・・・・・・・・・・・・・・・・・・8
Article VII Guarantee for Loan・・・・・・・・・・・・・・・・・・・・・・9
Section 7.01. Non-Requirement of a Guarantee・・・・・・・・・・・・・・9
Section 7.02. Guarantee for Loan・・・・・・・・・・・・・・・・・・・・ 9
Section 7.03. Additional Guarantee・・・・・・・・・・・・・・・・・・・9
Section 7.04 credit premium/security ・・・・・・・・・・・・・・・・・・・9
Article VIII Arbitration・・・・・・・・・・・・・・・・・・・・・・・・・・9
Section 8.01. Arbitral Tribunal・・・・・・・・・・・・・・・・・・・・・ 9
Section 8.02. Parties to Arbitration・・・・・・・・・・・・・・・・・・・9
Section 8.03. Arbitrators・・・・・・・・・・・・・・・・・・・・・・・・9
Section 8.04. Arbitration Proceedings・・・・・・・・・・・・・・・・・・ 10 Section
8.05. Arbitral Award・・・・・・・・・・・・・・・・・・・・・・ 10 Section 8.06.
Costs of Arbitral Tribunal・・・・・・・・・・・・・・・・・11
Section 8.07. Dissolution of Arbitral Tribunal・・・・・・・・・・・・・・11
Section 8.08. Enforcement of Award・・・・・・・・・・・・・・・・・・・11
Article IX Applicable Laws; Taxes and Expenses;
 Notices and Requests; Execution・・・・・・・・・・・・・12
Laws・・・・・・・・・・・・・・・・・・・・・・12
Section 9.02. Taxes and Expenses・・・・・・・・・・・・・・・・・・・・12
Section 9.03. Notices and Requests・・・・・・・・・・・・・・・・・・・12
Section 9.04. Execution ・・・・・・・・・・・・・・・・・・・・・・・・12
Section 9.05. Fractions・・・・・・・・・・・・・・・・・・・・・・・・・12
Article X Effectiveness and Termination of
Loan Agreement・・・・・・・・・・・・・・・・・・・・・・・12
Section 10.01. Evidence of Authority and Specimen Signatures・・・・・・・12
Section 10.02. Legal Opinion・・・・・・・・・・・・・・・・・・・・・・13 Section
10.03. Effective Date・・・・・・・・・・・・・・・・・・・・・・13
Section 10.04. Termination of Loan Agreement・・・・・・・・・・・・・・13
General Terms and Conditions for BUSINESS / PROJECT Loans

Article I

Introduction; Inconsistency

Section 1.01. Introduction

The purpose of these General Terms and Conditions for BUSINESS /
PROJECT Loans （hereinafter referred to as “the General Terms and Conditions” ）is to
set forth the terms and conditions generally applicable to the BUSINESS / PROJECT Loans
provided by the INSTITUTION.
Section 1.02. Inconsistency with Loan Agreement
If any provision of the General Terms and Conditions is inconsistent
with any provision of the Loan Agreement, of which the General Terms and Conditions
constitute an integral part, or with any provision of the Guarantee, if any, such provision of the
Loan Agreement or the Guarantee shall govern.

Article II

Definition; Reference to Articles and Sections; Headings

Section 2.01. Definitions

The following terms have the following meanings wherever used in
the General Terms and Conditions.
（a） “INSTITUTION” means RIO TINTO FINANCE PLC.
（b） “Borrower” means the party to the Loan Agreement to which the
Loan is made.
（c） “Executing Agency” means, if applicable, the organization designated
in the Loan Agreement to implement the Project.
（d） “Guarantee” means a written promise to the INSTITUTION, made by an
entity in the country of the Borrower other than the Borrower
constituting a guarantee for the Loan.
（e） “Guarantor” means the entity referred to in item
（f） “Letter of Commitment” means an undertaking given by the INSTITUTION to
make disbursement to the issuing INSTITUTION of a letter of credit.
（g） （g） “Lien” means mortgage, pledge, charge, privilege, priority, lien,
encumbrance, or other security interest of any kind.
（h） “Loan Agreement” means the particular loan agreement, as that
agreement may from time to time be amended, to which the
General Terms and Conditions apply. Loan Agreement includes
the General Terms and Conditions as applicable thereto and all schedules and
agreements supplemental to the Loan Agreement.
（i） “Loan” means the loan provided for in the Loan Agreement.

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（j） “BUSINESS / PROJECT Loans” means the loans provided by the INSTITUTION
under the Section (1), Paragraph 2, Article 23 INTERNATIONAL COOPERATION LAW.
（k） “Project” means the project or program for which the Loan is granted, as described in
the Loan Agreement and as the description thereof may from time to time be amended by
agreement between the INSTITUTION and the Borrower.
（l） “ Public Assets” means assets of such Borrower, of any political or administrative
subdivision thereof and of any entity owned or controlled by, or operating for the account or
benefit of, such Borrower or any such subdivision, including gold and foreign exchange assets
held by any institution performing the functions of a central INSTITUTION or exchange
stabilization fund, or similar functions, for such Borrower. Section 2.02. References to Articles
and Sections
References in the General Terms and Conditions to Articles or Sections are to Articles or
Sections of the General Terms and Conditions．

Section 2.03. Headings

The headings of Articles and Sections of the General Terms and Conditions are inserted for
convenient reference only and are not a part of the General Terms and Conditions．

Article III

Loan; Repayment; Interest; Overdue Charge;

Method of Payment; Currency (USD $)

Section 3.01. Amount of Loan

The amount of the Loan, expressed in USD $, shall be stipulated in the Loan
Agreement. The proceeds of the Loan shall be disbursed by the INSTITUTION within
the limit of that amount in accordance with the disbursement procedure provided for in
Article V.
Section 3.02. Repayment
（ 1 ） The principal of the Loan shall be repayable in accordance
with the amortization schedule attached to the Loan approval letter.
（2）When all disbursements to be made under the Loan Agreement have been
completed and the cumulative total of such disbursements is less than the full amount of
the Loan stipulated therein, the difference between such amount of the Loan and the
cumulative total of all disbursements shall be deducted proportionately from all subsequent
instalments of repayment of principal, as indicated in the amortization schedule attached to
the loan approval letter provided.

（3） The Borrower may, upon giving not less than thirty（30）days’ notice
in writing to the INSTITUTION, prepay in whole or in part the principal of the Loan then
outstanding together with the interest accrued thereon. Any such prepayment shall be applied
to the instalments in inverse order of maturity.
（4） Any payment made prior to the due date specified in the amortizations
schedule without the notice mentioned in the above paragraph shall not be deemed

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prepayment of the Loan and the Borrower shall not be dis- charged from the payment of
interest up to the day immediately before the due date.
Section 3.03. Interest
Interest at the rate specified in the Loan Agreement (3.5%) shall be payable semi-annually on
the principal disbursed and outstanding. Interest shall accrue from the respective dates on
which the proceeds of the Loan are disbursed.

Section 3.04.
Financing of Part of INSTITUTION Charges and/or Fees
For the purpose of financing part of INSTITUTION charges and/or fees for
disbursement of the proceeds of the Loan as referred to in Section 9.02 (2), the
INSTITUTION agrees to lend the Borrower up to a cumulative amount of one tenth of
one percent (0.1%) of the amount of each Letter of Commitment and/or disbursement
effected in accordance with a procedure other than Letter of Commitment.
Section 3.05. Overdue Charge
Should repayment of principal or payment of interest or any other charges required under the
Loan Agreement be delayed, the interest specified in Section 3.03. shall cease to accrue on
such overdue amount of principal on and after the due date and an overdue charge calculated at
a rate of two percent (2%) per annum over and above the interest rate specified in the Loan
Agreement shall be payable on the overdue amount of principal, interest or other charges for a
period from the due date to the day immediately preceding the day of actual payment thereof,
both inclusive.
When the due date is not an INSTITUTION business day, the overdue charge shall be
exempted if the payment is made on the immediately succeeding INSTITUTION
business day.

Section 3.06. Computation of Interest and Overdue Charge

Interest and overdue charge shall accrue on a day to day
basis and be computed on the basis of three hundred and sixty-five (365) days and the actual
number of days elapsed.
Section 3.07. Place and Time of Payment
The Borrower shall have all payments of principal and of interest and other charges on the Loan
credited to the INSTITUTION ’s account, which shall be designated by the INSTITUTION.

Section 3.08. Currency in which Principal, Interest and Other Charges are Payable
Repayment of principal and payment of interest and other charges shall
be made in USD$.
Section 3.09. Notice Given by the INSTITUTION

The INSTITUTION may, when it deems it necessary, send the Borrower a Notice concerning
Interest and Principal.

Article IV

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INSTITUTION ’s Review and Mis procurement

Section 4.01. General

Goods and services (the term "services" as used in this General Terms and Conditions
includes consulting services), to be financed out of the proceeds of the Loan shall be procured
in accordance with the guidelines for procurement and the guidelines for the employment of
consultants.

Section 4.02. INSTITUTION ’s Review

The INSTITUTION may review the Borrower's procurement procedures,
documents and decisions. The Loan Agreement will specify the extent to which review
procedures will apply in respect of goods and services to be financed out of the
proceeds of the Loan.

Section 4.03. Mis procurement

The INSTITUTION does not finance expenditures for goods and services which, in the
opinion of the INSTITUTION, have not been procured in accordance with the agreed
procedures and the INSTITUTION will cancel that portion of the Loan allocated to such goods
and services that have been mis procured. The INSTITUTION may, in addition, exercise other
remedies under the Loan Agreement.

Section 4.04. Information to be Made Public

After a contract is determined to be eligible for the INSTITUTION ’s financing, the
names of all bidders, their bid prices (except in the case of employment of consultant ), the
name of successful bidder concerning the award of contract, the name of Supplier, and
the amount of the contract may be made public by the INSTITUTION .The Borrower shall
have all provisions and measures necessary to ensure that the above information shall be
available for being made public incorporated in documents related to procurement, such as
tender documents and contracts.

Article V

Disbursement

Section 5.01. Disbursement Procedure

The proceeds of the Loan shall be disbursed by the INSTITUTION the moment security has
been provided. With that we mean a credit policy of the facility borrowed from a recognised
appointed insurance agency. (LOUGEN INSURANCE) check website
www.lougeninsurance.com in accordance with the disbursement procedure.

Section 5.02. Constitution of Obligation

A disbursement effected in accordance with the disbursement procedure shall constitute a valid
and binding obligation upon the Borrower under the terms of the Loan Agreement with
relation to such disbursement as from the date of disbursement．

4
Section 5.03. Adequacy of Documents
All documents or evidence required under the disbursement procedure must be
adequate in form and substance to satisfy the INSTITUTION that the proceeds of the Loan to
be disbursed are to be used solely for the purpose specified in the Loan Agreement this
includes the credit policy documents and undertaking from the appointed Insurance company (
LOUGEN INSURANCE)

Section 5.04. Additional Documents

The Borrower shall provide the INSTITUTION with any additional documents or evidence
in support of the documents or evidence mentioned in the preceding Section which the
INSTITUTION may reasonably request.

Section 5.05. Notice of Disbursement

After effecting a disbursement, the INSTITUTION shall send the Borrower a Notice
of Disbursement Form No. 2 attached hereto）.

Section 5.06. Notice of Completion of Disbursement

（1） After effecting the final disbursement under the Loan Agreement, the
INSTITUTION shall send the Borrower a Notice of Completion of Disbursement （ Form
No. 2 attached hereto in approval letter.
When the cumulative total of disbursements is less than the amount of the Loan and no further
disbursement is required for the Project, the Borrower shall notify the INSTITUTION of the fact
in order that the INSTITUTION may know that the final disbursement has been made.
（2） The Borrower shall immediately return to the INSTITUTION one copy of the
Notice of Completion of Disbursement signed by a duly authorized person.

Article VI

Remedies; Failure to Exercise Rights; Non-Exemption;

Prohibition of Assignment; Non-Discrimination; Administration

Section 6.01. Remedies of the INSTITUTION

When any of the following shall occur and be continuing, the INSTITUTION may by notice
to the Borrower and the Guarantor, if any, suspend in whole or in part the rights of the
Borrower, and/or demand that the Borrower and/or the Guarantor, if any, fully remedy
whichever of the following has occurred. If the following shall have continued for a period of
thirty （ 30 ） days from the date of such notice, the INSTITUTION may terminate
disbursement and/or may declare all the principal then outstanding, with the interest and any
other charges thereon, to be due and payable immediately, and upon such declaration such
principal, interest and other charges shall become immediately due and payable:
（a） Default of the Borrower in repayment of principal and/or payment of interest or any other
charges required under

5
 (i) the Loan Agreement and/or
(ii) any other loan agreement between the INSTITUTION and the Borrower and/or
(iii) any other guarantee by the Borrower for any other loan agreement with the INSTITUTION;
（b） Default of the Guarantor, if any, in repayment of principal and/or payment of interest or any
other charges required under
(i) the Guarantee and/or
(ii) any other loan agreement between the INSTITUTION and the Guarantor and/or (iii) any other
guarantee by the Guarantor for any other loan agreement with the INSTITUTION;
（c） Default in the performance of any other terms and conditions,
covenant or agreement on the part of the Borrower or the Guarantor, if any, under the Loan
Agreement or the Guarantee, if any;
（d） The Borrower or the Executing Agency shall, without the consent of the
INSTITUTION , have (i) assigned or transferred, in whole or in part, any of its obligations
arising under the Loan Agreement; or (ii)sold, leased, transferred, assigned, or otherwise disposed of
any property or assets financed wholly or in part out of the proceeds of the Loan, except with respect
to transactions in the ordinary course of business which, in the opinion of the INSTITUTION , (A)
do not materially and adversely affect the ability of the Borrower to perform any of its obligations
under the Loan Agreement or to achieve the objectives of the Project, or the ability of the Executing
Agency to perform any of its obligations arising under, or entered into pursuant to, the Loan
Agreement or to achieve the objectives of the Project; and (B) do not materially and adversely
affect the financial condition or operation of the Borrower or the Executing Agency.
（e） The Borrower or the Executing Agency shall have ceased to exist in the same legal form
as that prevailing as of the date of the Loan Agreement.
（ f Any action shall have been taken for the dissolution, disestablishment, or suspension of
operations of the Borrower or the Executing Agency.
（ g ） In the opinion of the INSTITUTION , the legal character, ownership or control of the
Borrower or the Executing Agency shall have changed from that prevailing as of the date of the
Loan Agreement so as to materially and adversely affect (i ) the ability of the Borrower to perform
any of its obligations under the Loan Agreement or to achieve the objectives of the Project; or (ii)
the ability of the Executing Agency to perform any of its obligations arising under, or entered into
pursuant to, the Loan Agreement, or to achieve the objectives of the Project.
（h）Any circumstance (including war, civil war, earthquake, flood, declaration of the Borrower or
the Guarantor, if any, of inability to pay its debts, etc.) shall have arisen which makes it improbable,
in the reasonable opinion of the INSTITUTION , that the Project can be carried out or that the
Borrower or the Guarantor, if any, will be able to perform its obligations under the Loan Agreement
or the Guarantee, if any.

Section 6.02. Failure to Exercise Rights

No failure on the part of the INSTITUTION to exercise, or delay in exercising, any

of its rights under the Loan Agreement or the Guarantee, if any, shall be construed to be a
waiver thereof, nor shall any single or partial exercise by the INSTITUTION of any of its
rights under the Loan Agreement or the Guarantee, if any, impair the INSTITUTION 's
further exercise of such right(s) or of any other right.

6
Section 6.03. Non-Exemption of the Borrower from Obligations

All claims or disputes in connection with the contract shall be settled among the parties
thereto, and no such claims or disputes shall exempt the Borrower from any obligation incurred
under the Loan Agreement.

Section 6.04. Non-Discrimination

Regarding repayment of principal and payment of interest or any other charges required
under the Loan Agreement, the Borrower and the Guarantor, if any, shall undertake not to treat
debts to the INSTITUTION less favourably than any other debts other than short-term
debts.

Section 6.05. Negative Pledge

If the Borrower is a sovereign country and any Lien shall be created on any Public Assets, as
security for any external debt, which will or might result in a priority for the benefit of the creditor of
such external debt in the allocation, realization, or distribution of foreign exchange, such Lien shall,
unless the INSTITUTION shall otherwise agree, ipso facto and at no cost to the INSTITUTION ,
equally and rateably secure the principal of, and interest and other charges on, the Loan, and the
Borrower or the Guarantor, in creating or permitting the creation of such Lien, shall make express
provision to that effect; provided, however, that if for any constitutional or other legal reason such
provision cannot be made with respect to any Lien created on assets of any of its political or
administrative subdivisions, such Borrower shall promptly and at no cost to the INSTITUTION
secure the principal of, and interest and other charges on, the Loan by an equivalent Lien on other
Public Assets satisfactory to the INSTITUTION .
The Borrower which is not a sovereign country undertakes that, except as the INSTITUTION shall
otherwise agree:
if such Borrower shall create any Lien on any of its assets as security for any debt, such Lien will
equally and rateably secure the payment of the principal of, and interest and other charges on, the
Loan and in the creation of any such Lien express provision will be made to that effect, at no cost to
the INSTITUTION ; and if any Lien shall be created by operation of law on any assets of such
Borrower as security for any debt, such Borrower shall grant at no cost to the INSTITUTION, an
equivalent Lien satisfactory to the INSTITUTION to secure the payment of the principal of, and
interest and other charges on, the Loan.

(3) The foregoing provisions of this Section shall not apply to: (i) any Lien created on property, at
the time of purchase thereof, solely as security for the payment of the purchase price of such
property or as security for the payment of debt incurred for the purpose of financing the purchase of
such property; or (ii) any Lien arising in the ordinary course of INSTITUTION transactions and
securing a debt maturing not more than one year after the date on which it is originally incurred.

Section 6.06. Administration of Loan

7
 (1) The Borrower shall carry out the Project, or cause it to be carried out, with
all due diligence and efficiency, and in conformity with appropriate engineering,
financial and environmental requirements and practices.
(2) The Borrower shall at all times operate and maintain, or cause to be operated
and maintained, any facilities relevant to the Project in conformity with appropriate
engineering, financial and environmental requirements and practices, and promptly as
needed, make or cause to be made all necessary repairs and renewals thereof.
(3) The Borrower shall cause all goods and services financed out of the
proceeds of the Loan to be used solely for the implementation of the Project
under the Loan Agreement.
(4) The Borrower shall keep, or cause to be kept, books, accounts and records
adequate to identify goods and services financed out of the proceeds of the
Loan, to show the use made thereof in the Project, to record the progress of the
Project, and to reflect, in accordance with sound and con sestet accounting practice,
the operations and financial situation of the Borrower or other beneficiaries of
the Loan.
(5) The Borrower shall enable, or take such steps as may be necessary to
enable, the INSTITUTION 's representatives to visit any facilities and construction
sites included in the Project and to examine goods and services financed out of the
proceeds of the Loan and any plant, installation, site, works, building, property,
equipment, books, accounts, records and documents relevant to the performance
of the obligations of the Borrower under the Loan Agreement.
(6) The Borrower shall, in the interests of the sound administration of the
Loan, furnish the INSTITUTION with, or cause to be furnished with, to the
INSTITUTION all such information, at such times, in such form and in such
detail, as the INSTITUTION shall reasonably request. Such information may include
information with respect to the financial and economic situation in the country of
the Borrower and its international balance of payments position.
(7) Should any circumstances arise which prevent, or threaten to prevent,
the execution and completion of the Project on schedule, the Borrower shall
promptly notify the INSTITUTION of such circumstances.
(8) The Borrower shall send, or cause to be sent, to the INSTITUTION, promptly
upon formulation, details of all plans which would result in any important
modification of the Project and these shall be the subject of agreement between the
INSTITUTION and the Borrower.
(9) Each party to the Loan shall, from time to time, as the other party thereto
shall reasonably request, afford the other party all reasonable opportunity for
exchange of views between the INSTITUTION and the Borrower with regard to any
and all matters relating to the Loan.

Article VII

Guarantee for Loan

8
Section 7.01. Non-Requirement of a Guarantee
When the INSTITUTION does not require a guarantee for the Loan, this whole Article
VII shall be disregarded.

Section 7.02. Guarantee for Loan

When the INSTITUTION requires a guarantee for the Loan, the Borrower shall deliver the
Guarantee to the INSTITUTION, signed by a Guarantor acceptable to the INSTITUTION,
immediately after the execution of the Loan Agreement. The Guarantee shall be made
substantially in the form given in Form No. 2 attached hereto.

Section 7.03. Additional Guarantee

When the amount of the Loan is to be increased, the Borrower shall deliver to the INSTITUTION,
an additional Guarantee signed by the Guarantor acceptable to the INSTITUTION, immediately
after the INSTITUTION and the Borrower have agreed upon such increase.

Article VIII

Arbitration

Section 8.01. Arbitral Tribunal

All disputes arising from the Loan Agreement or the Guarantee, if any, which cannot be
settled amicably between the INSTITUTION and the Borrower (to gather with the
Guarantor, if any), shall be decided, finally and exclusively, by an Arbitral
Tribunal as hereinafter provided.

Section 8.02. Parties to Arbitration

The parties to such arbitration shall be the INSTITUTION on the one hand and the
Borrower and the Guarantor, if any, on the other.

Section 8.03. Arbitrators

The Arbitral Tribunal shall consist of three arbitrators appointed as follows:

One arbitrator shall be appointed by the INSTITUTION , a second by the Borrower and the
Guarantor, if any, (where the Borrower and the Guarantor are unable to reach
agreement on the choice of an arbitrator, then by the Guarantor) and a third
arbitrator (hereinafter referred to as "the Umpire") shall be appointed by agreement of
the parties or, if they are unable to agree, by an appropriate organ for the settlement of
international disputes. If either party shall fail to appoint an arbitrator, that arbitrator shall be
appointed by the Umpire.
(1) When any arbitrator appointed pursuant to the preceding paragraph shall resign, die or
otherwise become unable to act as an arbitrator, a successor shall be appointed without delay in
the same manner as herein prescribed for the appointment of the original arbitrator and such
successor shall have all the powers and duties of the original arbitrator.

9
(2) No person who has a personal or direct financial interest in the matter(s) submitted for
arbitration shall be appointed as an arbitrator. The Umpire shall settle all disputes which may
arise under this paragraph.
(3) The Umpire shall not be a person of the same nationality as either of the parties to
arbitration.
(4) Any and all arbitrators appointed in accordance with the provisions hereof shall be
bound by the provisions of this Article and shall arbitrate in accordance therewith

. Section 8.04. Arbitration Proceedings

Arbitration proceedings shall be conducted in the English language and shall be instituted by
the sending of a written request for arbitration by one party to the other. Such request shall
contain a statement setting forth the nature of the dispute and the relief sought and/or the
solution desired or proposed. Within forty eight (48) hrs of the sending of the request, each
party shall notify the other of the full name, occupation, address, career and nationality of the
arbitrator appointed by it.
(1) If, within sixty (60) days of the sending of such request, the parties have not agreed
upon the appointment of the Umpire, the INSTITUTION shall request an appropriate organ
for the settlement of international disputes to appoint the Umpire, as provided for in Section
8.03., paragraph (1).
(2) The place of meeting of the Arbitral Tribunal shall be determined by agreement
between the parties, or, if they are unable to agree, by the Umpire.
Within thirty (30) days of the appointment of the Umpire or after the appointment of an arbitrator
by the Umpire as provided for in Section 8.03., paragraph (1), the Umpire shall
notify the parties concerned of the place, date and time of the first sitting of the Arbitral Tribunal.
The places, dates and times of the second and subsequent sittings of the Arbitral Tribunal shall be
fixed by the Arbitral Tribunal.
(3) The Arbitral Tribunal may, at any stage of the arbitration proceedings, request the
parties to present such witnesses, documents, etc., as are considered necessary.
The Arbitral Tribunal shall decide all questions relating to its competence and shall determine
its procedure. The parties shall, in any case, be afforded an oral hearing in a sitting of the
Arbitral Tribunal.
Section 8.05. Arbitral Award
(1) The Arbitral Tribunal shall make an arbitral award (hereinafter referred to as "the Award")
within twenty (20) days of the date of the first sitting of the Arbitral Tribunal, provided,
however, that the Arbitral Tribunal may extend this period if it considers it necessary.

(2) The Award and all other matters requiring decisions by the Arbitral Tribunal shall be
decided by majority vote and shall be final and binding upon the parties, and each party shall
abide by, and comply with the Award. Any arbitrator who disagrees with the majority may
append his views on the Award to the documents issued by the Arbitral Tribunal.
(3) A copy of the Award documents, signed by all three arbitrators, shall be sent without
delay to each party.
(4) The Award shall not be made public without the consent of the parties.
Section 8.06. Costs of Arbitral Tribunal

10
 (1) The costs of the Arbitral Tribunal shall consist of the following:
(a) Remuneration of the arbitrators and any other persons whose services may be required
in the course of the arbitration proceedings;
(b) Expenditures incurred by the Arbitral Tribunal, including the
expenditures incurred in connection with the notice provided for
in Section 8.04.;
(c) Any expenses paid by the parties and deemed by the Arbitral
Tribunal to be costs of the Arbitral Tribunal.
(2) The amount of the remuneration of an arbitrator other than the Umpire
shall be fixed by the party which appoints that arbitrator. The amount of the
remuneration of the Umpire shall be fixed by an agreement between both
parties, or if they fail to agree, by the Arbitral Tribunal.
(3) The Arbitral Tribunal may, before it commences its activities, col- lect
equal sums from both parties in such amounts as may be considered
necessary to cover its costs.
The costs of the Arbitral Tribunal provided for in paragraph
(1) above shall finally be borne by one or both parties according to the terms
of the
Award.
Section 8.07. Dissolution of Arbitral Tribunal
The Arbitral Tribunal shall not be considered dissolved
until the signed copies of the Award documents provided for in Section 8.05.,
paragraph (1) shall have been dispatched to the parties and the costs of the Arbitral
Tribunal paid in full.
Section 8.08. Enforcement of Award
If within thirty (30) days of the sending of the Award
documents to the parties, the Award shall not have been complied with, a party
may re- quire judgement upon the Award or institute proceedings for
enforcement of the Award against the party with obligations to it under the Award in
any court of competent jurisdiction. However, no other interference, legal or
otherwise, with the enforcement of the Award shall be attempted.

Article IX

Applicable Laws; Taxes and Expenses; Notices and

Requests; Execution

Section 9.01. Applicable Laws

The validity, interpretation and performance of the Loan
Agreement and the Guarantee, if any, shall be governed by the laws and
regulations of
Japan.
Section 9.02. Taxes and Expenses
(1) The Borrower and/or other beneficiaries of the Loan shall
pay all taxes, charges and other expenses imposed upon the INSTITUTION within

11
the coun- try of the Borrower in connection with the Loan and its
implementation. (2) The Borrower shall pay, or cause to be
paid, all INSTITUTION ing charges and/or fees for disbursement of the
proceeds of the Loan, repayment of principal or payment of interest or any other
charges on the Loan.
Section 9.03. Notices and Requests
Any notice or request required to be given or made or which
one or both parties have the right to give or make under the Loan Agreement or the
Guarantee, if any, shall be in writing. Such notice or request shall be deemed
to have been duly given or made when it shall have been delivered by hand,
received by mail or dispatched by registered airmail, cable or telex to the party to
which it is to be given or made at such party's address specified in the Loan Agreement
or at such other address as that party shall have des- ignated by notice to the party
giving the notice or making the request.
Section 9.04. Execution
The Loan Agreement shall be executed in duplicate in the
English language, each copy being considered to be an original.
Section 9.05. Fractions
Any fraction of ONE Yen (¥1.00) which may appear in the
computa- tion of interest or any other charges under the Loan Agreement shall
be dis- regarded.

Article X

Effectiveness and Termination of Loan Agreement

Section 10.01. Evidence of Authority and Specimen Signatures

(1) The Borrower shall furnish the INSTITUTION with satisfactory evidence of
authority for the person(s) who will make, sign and deliver documents neces-
sary for the implementation of the Loan Agreement, together with an
authenticated specimen signature of each such person.
(2) When any change has been made relevant to the evidence of authority
mentioned in the preceding paragraph, the Borrower shall notify the
INSTITUTION in writing of the fact, providing the INSTITUTION with satisfactory new
evidence of authority.
(3) When a person(s) has been appointed to replace a person(s) speci- fied in
the evidence of authority referred to in paragraph (1) above, the Borrower shall
notify the INSTITUTION in writing of the fact, providing the INSTITUTION
with an authenticated specimen signature of the newly appointed person(s). Section 10.02.
Legal Opinion
(1) The Borrower shall provide the INSTITUTION with a
Legal Opinion(s), made substantially in the form given in Form No. 5 and
where required No. 6 attached hereto and prepared and certified by a person
acceptable to the INSTITUTION showing:

12
(a) With regard to the Borrower, that the Loan Agreement has been
duly authorized by and executed and delivered on behalf of the
Borrower and constitutes a valid and binding obligation upon the
Borrower with regard to all its terms and conditions, and
that the authorizations and all other procedures
necessary for the imple- mentation of the Loan Agreement
have been duly effected and completed;
(b) With regard to the Guarantor, if any, that the Guarantee has been
duly authorized by and executed and delivered on behalf of the
Guarantor and constitutes a valid and binding obligation upon the
Guarantor with regard to all its terms and conditions.
(2) After the Loan Agreement becomes effective, the Borrower
shall provide the INSTITUTION with such additional legal opinion(s) prepared and
certified by the person mentioned above, on matters relating to the Loan
Agreement and the Guarantee, if any, as the INSTITUTION may from time to time
request. Section 10.03. Effective Date
The Loan Agreement shall become effective on the date on
which the INSTITUTION declares itself satisfied with the evidence of
authority and the spec- imen signatures referred to in Section 10.01., paragraph (1),
the Legal Opinion mentioned in Section 10.02., paragraph (1), and the
Guarantee, if any.
The INSTITUTION shall immediately notify the Borrower
in writing of the effec- tive date of the Loan Agreement. Section 10.04. Termination
of Loan Agreement
(1) If the Loan Agreement shall not have become effective within one hundred
and twenty (120) days (commencing with the date of signature), the Loan
Agreement and the Guarantee, if any, shall terminate, unless the INSTITUTION ,
after consideration of the reasons for the delay, sets a later date for the purpose of
this Section. The INSTITUTION shall promptly notify the Borrower of such
later date.
(2) When the entire amount of the principal of the Loan shall have been
repaid and all interest and other charges which shall have accrued on the Loan
shall have been paid, the Loan Agreement and the Guarantee, if any, shall
forthwith terminate.
（Form No．1）

Date：
Ref. No.：

（Name and address of the Borrower）

13
Attention :

NOTICE CONCERNING INTEREST AND PRINCIPAL

Loan Agreement No.

Date : Due Date at

Tokyo :
Principal Repayable :
Interest Payable :
Total
:

Interest Computation : As per attached sheet.

Note : Please credit the said amount to JAPAN INSTITUTION FOR INTERNATIONAL
COOPERATION’s account with ［ ］
Tokyo, Japan by 12 noon on the due date at Tokyo.

（Authorized Signature）

Encl：

14
 (Form No．

2)
（Name and address of the Borrower）

Date：
Ref. No.：

Attention：

Gentlemen：

NOTICE OF DISBURSEMENT

We hereby notify you that from to (as per attachment) we have made disbursements
totaling .

Very truly yours,

15
(Form No．3)
Date：
Ref. No.：

（Name and address of the Borrower）

Attention ;

Gentlemen :

NOTICE OF COMPLETION OF DISBURSEMENT

With reference to the Loan Agreement No._____ dated_____, we hereby notify you that all
disbursements under the said Loan Agreement have been completed. The details of
disbursements under the Loan Agreement are as follows:

1．Loan Limit (A) : ￥

2．Cumulative Total of Disbursements (B) : ￥
3．Unused Balance (A－B) : ￥
4．Date of the Final Disbursement :
5．Date of Completion of Disbursement :

We also wish to notify you that the said Loan Agreement shall be implemented henceforth as follows :

1．Amortization Schedule :
2．Due Dates of Interest Payments :
（1）Due Date of Next Payment :
（2）Due Date thereafter :

In confirmation of this Notice, please return to us immediately one copy, signed by a duly
authorized person.
Very truly yours,

（Authorized Signature）

（Please do not detach.）・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・

Date :

16
 (Form No．

We hereby acknowledge receipt of this Notice and confirm that the Loan Agree- ment shall be
implemented as stated above.

（Name of the Borrower）

4)
Date：
Ref. No.：

JAPAN INSTITUTION FOR INTERNATIONAL

COOPERATION
Tokyo, Japan

Attention : Governor

Gentlemen :

GUARANTEE FOR THE LOAN

In consideration of the Loan of Japanese Yen (¥ ) to be extended to ( name of the

Borrower) (hereinafter referred to as "the Borrower") by RIO TINTO FINANCE PLC
(hereinafter referred to as "the INSTITUTION ") under the Loan Agreement No. , dated ,
between the Borrower and the INSTITUTION (hereinafter referred to as "the Loan Agreement"),
I, the undersigned, acting for and on behalf of ( name of the Guarantor) (hereinafter referred to as
"the Guarantor"), hereby affirm:

1．That the Guarantor has accepted all the provisions of the Loan Agreement and agrees to
guarantee jointly and severally with the Borrower any and all liabilities arising from or in
connection with the obligations of the Borrower under the Loan Agreement.

2．That the Guarantor, furthermore, agrees that:

(1) The Guarantor guarantees the due and punctual payment of the principal
of and the interest and any other charges on the Loan as provided for in the Loan
Agreement;

(2) The Guarantor shall not be exempted from any of its liabilities under
this Guarantee by reason of any extension of maturity, forbearance or
concession given to the Borrower, any exercise of right or remedy against the
Borrower, or any modification or amplification of the provisions of the Loan
Agreement (provided that if the principal of the Loan is there- by increased, the
Guarantor shall be exempted from its liabilities to the extent of such increase) ;
Date：

(3) So long as any part of the Loan under the Loan Agreement shall be out-
standing and unpaid, the Guarantor shall:
17
 i) Not take any action which would prevent or interfere with the
performance by the Borrower or any other beneficiaries of the
Loan, if any, of obligations under the Loan Agreement,
and

ii) Not, without prior consent of the INSTITUTION in writing, take any
action for the dissolution or disestablishment of the Borrower
or any other beneficiaries of the Loan, if any, or for the
suspension of their activities.

3．That the Guarantor waives notice of acceptance of this Guarantee, notice of any liability
to which it may apply notice concerning principal and interest, and notice of dishonor or
non-payment of any such liabilities.

IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and affixed my official
seal, this day of .

Very truly yours,

(Name of the Guarantor)

(Authorized signature)

18
 (Form No．

5)

Date：

Ref. No.：

JAPAN INSTITUTION FOR INTERNATIONAL

COOPERATION
Tokyo, Japan

Attention : Governor

Gentlemen :

LEGAL OPINION ON LOAN AGREEMENT

With respect to the Loan extended by RIO TINTO FINANCE PLC (hereinafter referred to as "the
INSTITUTION ") to (name of the Borrow- er) (hereinafter referred to as "the Borrower") in an
aggregate amount of the
Loan not exceeding Japanese Yen (¥ ) as
principal in accordance with the terms and conditions of the Loan Agreement No. , dated ,
between the Borrower and the INSTITUTION and other agreements supple- mental thereto
(hereinafter referred to as "the Loan Agreement"), I, the under- signed, acting as legal counsel for
the Borrower, certify as follows:

I have considered and examined, among other things, the following documents:

(a) The Exchange of Notes between the Government of

and the Government of Japan, dated ;
(b) The Loan Agreement;
(c) Evidence of Authority and Specimen Signatures, dated , issued by
;
(d) Other documents;
(e) All the laws and regulations in the country of the Borrower relevant to the power and
authority of the Borrower to make, sign and deliver the Loan Agreement.

Based upon the foregoing, I hereby certify as follows:

1 ． That the Loan Agreement has been made, signed and delivered by ( name and title of
authorized person), who has the power and authority to make,
sign and deliver under (laws or regulations) ;

19
 Date：

2 ． That the Borrower is authorized to borrow foreign currency funds from abroad under
(laws or regulations) and that the terms and conditions of the Loan Agreement are in
compliance with the provisions of (laws or regula- tions);

3 ． That, therefore, the Loan Agreement has been duly authorized by and made, signed and
delivered on behalf of the Borrower and constitutes a valid and binding obligation upon the
Borrower with regard to all its terms and condi- tions; and

4．That the authorization and any other procedures necessary for implementa- tion of the Loan
Agreement have been duly effected and completed.

IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and affixed my official
seal, this day of

Very truly yours,

(Minister of Justice, Attorney-General

or Other Competent Authority)

20
 (Form No．

6)
Date：
Ref. No.：

JAPAN INSTITUTION FOR INTERNATIONAL

COOPERATION
Tokyo, Japan

Attention: Governor

Gentlemen:

LEGAL OPINION ON GUARANTEE

Referring to the Guarantee given by ( name of the Guarantor) in respect of the Loan extended by RIO
TINTO FINANCE PLC (hereinafter
referred to as "the INSTITUTION ") to (name of the Borrower) (hereinafter referred to as "the
Borrower") in an aggregate amount of the Loan not exceeding Japanese Yen (¥
) as principal in accordance with the terms and conditions of the Loan Agreement No. , dated
, between the Borrower and the INSTITUTION and other agreements supplemental thereto
(hereinafter referred to as "the Loan Agreement"), I, the undersigned, acting as legal counsel
for (name of the Guarantor) (hereinafter referred to as "the Guarantor"), certify as follows:

I have considered and examined, among other things, the following documents:

(a) The Exchange of Notes between the Government of

and the Government of Japan, dated ;
(b) The Loan Agreement;
(c) The Guarantee, dated (hereinafter referred to as "the
Guarantee") ; and
(d) All the laws and regulations in the country of the Borrower relevant to the
power and authority of the Guarantor to make, sign and deliver the Guarantee.

Based upon the foregoing, I hereby certify as follows:

1. That the Guarantor has the full power and authority to guarantee the Loan made by the
INSTITUTION to the Borrower in accordance with the terms and condi- tions of the Loan
Agreement under (laws or regulations);

21
Date：
2．That the Guarantee was made and signed on (date), by (name and title), who is
authorized to make and sign it for and on behalf of the Guarantor under (laws or
regulations);

3．That, therefore, the Guarantee has been duly authorized by and made, signed and delivered on
behalf of the Guarantor and constitutes a valid and binding obligation upon the Guarantor with
regard to all its terms and conditions; and

4 ． That neither legislation nor any other procedure is required for the effective- ness of the
Guarantee.

IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and affixed my official
seal, this day of .

Very truly yours,

(Minister of Justice,
Attorney-General
or Other Competent Authority)
 (Form No．

22