Exhibit 4.79(b)


 





 


 


Comet Ridge
Project

TOGA / TCSG Deed of

Security


 


 


Dated                 9
June, 2004


 


Tipperary Oil
& Gas (Australia) Pty Limited (ABN 46 077 536 871) (“TOGA”)


Tipperary CSG,
Inc. (ABN 84 108 566 052) (“TCSG”)


ANZ Fiduciary Services Pty Limited (ABN 91 100
709 493) (“Security Trustee”)


 


 


Mallesons Stephen Jaques


Level 60


Governor
Phillip Tower


1 Farrer Place


Sydney   NSW  
2000


Australia


T +61 2 9296
2000


F +61 2 9296
3999


DX 113 Sydney


www.mallesons.com


 

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


Contents


 


	
  Details

  	
   

  
	
   

  	
   

  	
   

  
	
  General terms

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Consideration

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Charge
  and mortgage

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Charge

  	
   

  
	
  2.2

  	
  Mortgage

  	
   

  
	
  2.3

  	
  Chargor as trustee

  	
   

  
	
  2.4

  	
  Agreement
  to reassign

  	
   

  
	
  2.5

  	
  Ensure no default

  	
   

  
	
  2.6

  	
  Joint and individual
  liability

  	
   

  
	
  2.7

  	
  Survival
  of obligations

  	
   

  
	
  2.8

  	
  Petroleum Act

  	
   

  
	
  2.9

  	
  Debenture

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Nature of
  charge

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Fixed
  and floating charge

  	
   

  
	
  3.2

  	
  Conversion to fixed charge

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Restrictions
  on dealing with Secured Property

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Restrictions

  	
   

  
	
  4.2

  	
  Priority
  agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Payments, interest and
  currency conversion

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  When
  a Chargor must pay

  	
   

  
	
  5.2

  	
  Payments

  	
   

  
	
  5.3

  	
  Interest

  	
   

  
	
  5.4

  	
  Interest
  capitalised

  	
   

  
	
  5.5

  	
  Obligation
  not affected

  	
   

  
	
  5.6

  	
  Interest following judgment

  	
   

  
	
  5.7

  	
  Currency
  conversion

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Covenants in
  respect of Secured Property

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  General

  	
   

  
	
  6.2

  	
  Bank Accounts

  	
   

  
	
  6.3

  	
  Mortgaged
  Documents

  	
   

  
	
  6.4

  	
  Further
  assurances

  	
   

  
	
  6.5

  	
  Security Trustee
  may fill in blanks

  	
   

  
	
  6.6

  	
  Security Trustee may
  register

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Rights and powers
  of Security Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Authority to deal

  	
   

  
	
  7.2

  	
  Right to rectify

  	
   

  
	
  7.3

  	
  Payment of income
  to Security Trustee

  	
   

  
	
  7.4

  	
  No
  liability to account

  	
   

  
				



 


i

















 


	
  7.5

  	
  Security
  Trustee may give up possession

  	
   

  
	
  7.6

  	
  No obligation on
  Security Trustee

  	
   

  
	
  7.7

  	
  Security
  Trustee may rely on third party certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Security Trustee’s
  right to enter

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  General

  	
   

  
	
  8.2

  	
  Reasonable notice

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Representations and
  warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  General

  	
   

  
	
  9.2

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Default

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Events of Default

  	
   

  
	
  10.2

  	
  Security Trustee’s
  powers on default

  	
   

  
	
  10.3

  	
  Order
  of enforcement

  	
   

  
	
  10.4

  	
  Crystallisation of
  floating charge

  	
   

  
	
  10.5

  	
  Replacement
  of fixed charge with floating charge

  	
   

  
	
  10.6

  	
  Notice to
  Depositee

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Appointment
  of Receiver

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Security Trustee may
  appoint

  	
   

  
	
  11.2

  	
  Removal

  	
   

  
	
  11.3

  	
  Appointment of new Receiver

  	
   

  
	
  11.4

  	
  Receiver is Chargor’s agent

  	
   

  
	
  11.5

  	
  Remuneration

  	
   

  
	
  11.6

  	
  Two or
  more Receivers

  	
   

  
	
  11.7

  	
  Exercise of powers

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Powers of
  Receiver

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Disposal of
  the Secured Property is final

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Exclusion of statutory
  notices

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  No requirement to give
  notice

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Costs, charges, expenses and indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Costs

  	
   

  
	
  15.2

  	
  Scope of costs

  	
   

  
	
  15.3

  	
  Indemnity

  	
   

  
	
  15.4

  	
  Payment of third party
  losses

  	
   

  
	
  15.5

  	
  Currency
  indemnity

  	
   

  
	
  15.6

  	
  Acts to be done at
  Chargor’s cost

  	
   

  
	
  15.7

  	
  Exclusion

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Application
  of money

  	
   

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Application

  	
   

  
	
  16.2

  	
  Insurance
  proceeds

  	
   

  



 


ii

















 


	
  16.3

  	
  Order of payment

  	
   

  
	
  16.4

  	
  Amount
  to be credited

  	
   

  
	
  16.5

  	
  Contingent
  payments

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Release

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Preservation of Security
  Trustee’s rights

  	
   

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Rights
  and liabilities not affected

  	
   

  
	
  18.2

  	
  No merger with Chargor’s undertaking

  	
   

  
	
  18.3

  	
  Other
  Encumbrances or judgments

  	
   

  
	
  18.4

  	
  Current
  obligations

  	
   

  
	
  18.5

  	
  Collateral
  Security not affected

  	
   

  
	
  18.6

  	
  Security
  Trustee may retain documents

  	
   

  
	
  18.7

  	
  No
  requirement to resort to other Encumbrances

  	
   

  
	
  18.8

  	
  No
  obligation to inquire

  	
   

  
	
  18.9

  	
  Title not affected by
  notice

  	
   

  
	
  18.10

  	
  Liability
  not affected

  	
   

  
	
  18.11

  	
  Claims that payments are
  void

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Power of
  attorney

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Appointment

  	
   

  
	
  19.2

  	
  Scope of power

  	
   

  
	
  19.3

  	
  Ratification

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Priority amount

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Form

  	
   

  
	
  21.2

  	
  Delivery

  	
   

  
	
  21.3

  	
  When effective

  	
   

  
	
  21.4

  	
  Deemed receipt - postal

  	
   

  
	
  21.5

  	
  Deemed receipt - fax

  	
   

  
	
  21.6

  	
  Deemed
  receipt - general

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Dealing
  with interests

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Prompt
  performance

  	
   

  
	
  23.2

  	
  Consent

  	
   

  
	
  23.3

  	
  Certificates

  	
   

  
	
  23.4

  	
  Discretion in
  exercising rights

  	
   

  
	
  23.5

  	
  Partial exercising of
  rights

  	
   

  
	
  23.6

  	
  Waiver
  and variation

  	
   

  
	
  23.7

  	
  Supervening
  legislation

  	
   

  
	
  23.8

  	
  Approvals
  and consent

  	
   

  
	
  23.9

  	
  Set off

  	
   

  
	
  23.10

  	
  Remedies
  cumulative

  	
   

  
	
  23.11

  	
  No
  liability for loss

  	
   

  



 


iii

















 


	
  23.12

  	
  Conflict
  of interest

  	
   

  
	
  23.13

  	
  Security
  Trustee or Receiver in possession

  	
   

  
	
  23.14

  	
  Continuing
  security

  	
   

  
	
  23.15

  	
  Indemnities

  	
   

  
	
  23.16

  	
  Inconsistent law

  	
   

  
	
  23.17

  	
  Superannuation legislation

  	
   

  
	
  23.18

  	
  Time of the essence

  	
   

  
	
  23.19

  	
  Confidentiality

  	
   

  
	
  23.20

  	
  Each signatory bound

  	
   

  
	
  23.21

  	
  Receipts

  	
   

  
	
  23.22

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  24

  	
  Governing law, jurisdiction
  and service of process

  	
   

  
	
   

  	
   

  	
   

  
	
  24.1

  	
  Governing law

  	
   

  
	
  24.2

  	
  Serving documents

  	
   

  
	
  24.3

  	
  Appointment
  of Process Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  25

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  25.1

  	
  Definitions

  	
   

  
	
  25.2

  	
  Interpretation

  	
   

  
	
  25.3

  	
  Headings

  	
   

  
	
  25.4

  	
  Cross-referred definitions

  	
   

  
	
  25.5

  	
  Payment of all the
  Secured Money

  	
   

  
	
  25.6

  	
  Capacity of Security
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1 -
  Collateral Security

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2 -
  (Clause 6.2) Notice of assignment - Bank Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 3 -
  (Clause 6.4) Notice of Assignment - Mortgaged Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  Signing page

  	
   

  



 


iv

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


Details


 


Interpretation –
definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Chargors
  and Security Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOGA

  	
   

  	
  Name

  	
   

  	
  Tipperary Oil & Gas (Australia)
  Pty Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  46 077 536
  871

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated
  in

  	
   

  	
  Commonwealth
  of Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 20,
  307 Queen Street, Brisbane, Queensland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 7 3229
  5774

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 7 3229
  5772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Richard A
  Barber

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TCSG

  	
   

  	
  Name

  	
   

  	
  Tipperary CSG Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  84 108 566
  052

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  633 17th
  Street, Suite 1550, Denver, Colorado 80202

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 303 293
  9379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 303 292
  3428

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  David L
  Bradshaw

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security

  Trustee

  	
   

  	
  Name

  	
   

  	
  ANZ Fiduciary Services Pty Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  ABN 91 100
  709 493

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 17,
  530 Collins Street, Melbourne Victoria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 3 9273
  2604

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 3 9273
  3760

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Security
  Trustee - Tipperary Project

  



 


1

















 


	
  Governing law

  	
   

  	
  Queensland

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of deed

  	
   

  	
  See Signing
  page

  	
   

  	
   

  



 


2

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


General
terms


 


1                                          Consideration


 


Each Chargor
acknowledges giving this charge and mortgage and incurring obligations and
giving rights under this deed for valuable consideration received from the
Security Trustee and the Security Beneficiaries.


 


2                                          Charge
and mortgage


 


2.1                                Charge


 


Subject to clause 2.8 (“Petroleum Act”),
each Chargor charges all of the Secured Property of that Chargor to the
Security Trustee as security for payment of the Secured Money.


 


2.2                                Mortgage


 


Subject to clause 2.8 (“Petroleum
Act”), each Chargor by way of legal mortgage assigns all of the Mortgaged
Property of that Chargor to the Security Trustee as security for payment of the
Secured Money.


 


2.3                                Chargor
as trustee


 


Each Chargor charges and assigns by way of
legal mortgage the Secured Property of that Chargor as beneficial owner unless
a Chargor is a trustee or holds any property on trust (whether express,
implied, constructive, by operation of law or otherwise). In that case, that
Chargor charges and assigns by way of legal mortgage:


 


(a)                                   the Secured Property comprising the trust fund of the trust or which
it holds on trust (whether express, implied, constructive, by operation of law
or otherwise) as trustee; and


 


(b)                                  the balance of the Secured Property as beneficial owner.


 


2.4                                Agreement
to reassign


 


The Security Trustee agrees to reassign all
of the Mortgaged Property of a Chargor to that Chargor at the request of that
Chargor, on payment of all of the Secured Money including Secured Money falling
within paragraph (d) of the definition of Secured Money.


 


2.5                                Ensure
no default


 


Each Chargor agrees to ensure that there is
no Event of Default or Potential Event of Default.


 


3

















 


2.6                                Joint and individual liability


 


Each Chargor is liable for all the
obligations under this charge and mortgage both individually and jointly with
any one or more other persons named in this charge and mortgage as Chargor.


 


2.7                                Survival
of obligations


 


Each Chargor’s obligations under this
charge and mortgage continue even if the Security Trustee releases the Secured
Property from this charge and mortgage or re-assigns the Mortgaged Property.


 


2.8                                Petroleum
Act


 


(a)                                   Despite clauses 2.1 (“Charge”) and 2.2 (“Mortgage”), if by virtue of
the Petroleum Act the interest of a Chargor in a Project Production Lease,
Project Pipeline Licence or Other Interest cannot be charged or mortgaged
without the prior consent or approval of a Governmental Agency or a Minister in
right of the Crown, the Chargor agrees to charge and assign by way of legal
mortgage its interest in that Project Production Lease, Project Pipeline
Licence or Other Interest to the Security Trustee as security for the payment
of the Secured Money, when the consent or approval of that Governmental Agency
or Minister in right of the Crown is obtained.


 


(b)                                  Each Chargor must use all reasonable endeavours to obtain all such
consents and approvals as soon as possible.


 


2.9                                Debenture


 


Each Chargor acknowledges and agrees that
this charge and mortgage is a debenture which secures payment to the Security
Trustee of:


 


(a)                                   the Secured Money; and


 


(b)                                  without limiting the definition of “Secured Money” or paragraph (a),
an indebtedness of $10 owed by each Chargor to the Security Trustee.


 


Each Chargor undertakes to pay the
indebtedness described in paragraph (b) to the Security Trustee on demand.


 


3                                          Nature
of charge


 


3.1                                Fixed and floating charge


 


This charge is:


 


(a)                                   a fixed charge on all present and future:


 


(i)                                      Capital (including called or uncalled and paid or unpaid); and


 


(ii)                                   Intellectual Property and goodwill; and


 


(iii)                                the Revenue; and


 


4

















 


(iv)                               the Project Area; and


 


(v)                                  estates and interests in land, including each fixture, structure or
improvement on land or fixed to it; and


 


(vi)                               book and other debts and the proceeds of those debts; and


 


(vii)                            the Mortgaged Property; and


 


(viii)                         Authorised Investments; and


 


(ix)                                 plant and machinery; and


 


(x)                                    securities, instruments (negotiable or otherwise), documents of
title and any other documents (whether or not negotiable) at any time deposited
with the Security Trustee by a Chargor for any purpose; and


 


(xi)                                 books of account, invoices, statements, ledger cards, computer
software and records and other media relating to the business transactions of a
Chargor; and


 


(xii)                              Authorisations; and


 


(xiii)                           Marketable Securities; and


 


(xiv)                          any Encumbrance or Guarantee Instrument which a Chargor has the
benefit of; and


 


(xv)                             any partnership or joint venture; and


 


(xvi)                          interests in personal property not referred to above that are not
acquired for disposal in the ordinary course of a Chargor’s business; and


 


(xvii)                       any other property if clauses 3.2 (“Conversion to fixed charge”) or
10.5 (“Crystallisation of floating charge”) say the charge is to be fixed over
the property; and


 


(b)                                  a floating charge on the rest of the Secured Property.


 


3.2                                Conversion to fixed charge


 


By notice given at any time to a Chargor
whilst an Event of Default subsists, the Security Trustee may convert the
floating charge to a fixed charge in relation to Secured Property of that
Chargor specified in the notice.


 


4                                          Restrictions on dealing with Secured Property


 


4.1                                Restrictions


 


Without the consent of the Security
Trustee, a Chargor may not, and may not agree, purport, attempt or take any
step to, do any of the following except to the extent expressly permitted by
the Project Facilities Agreement (provided


 


5

















 


it is not otherwise prohibited by the
Project Facilities Agreement and will not otherwise give rise to a breach of
the Project Facilities Agreement, a Potential Event of Default or an Event of
Default):


 


(a)                                   in respect of the Secured Property over which this charge is fixed
or the Mortgaged Property:


 


(i)                                      sell or dispose of  it; or


 


(ii)                                   lease or license it, or deal with any existing lease or licence
(including allowing a surrender or variation); or


 


(iii)                                part with possession of it; or


 


(iv)                               allow a set-off or combination of accounts; or


 


(v)                                  change its nature; or


 


(vi)                               waive any of the Chargor’s rights or release any person from their
obligations in connection with the Secured Property; or


 


(vii)                            deal in any way with this charge and mortgage or any interest in it,
or allow any interest in it to arise or be varied.


 


(viii)                         deal in any other way with the Secured Property or any interest in
it, or allow any interest in it to arise or be varied; or


 


(b)                                  cause or permit a Mortgaged Document to be varied, repudiated,
rescinded or terminated or rendered void, voidable or unenforceable; or


 


(c)                                   abandon, settle, compromise or discontinue or become nonsuited in
respect of proceedings against any person (other than the Security Trustee) in
connection with the Secured Property (including a Third Party); or


 


(d)                                  cause or permit the operating procedures of the Bank Accounts to be
varied, repudiated, rescinded, terminated or rendered void, voidable or
unenforceable; or


 


(e)                                   create or allow to exist another Encumbrance in connection with the
Secured Property, other than any Permitted Encumbrances; or


 


(f)                                     dispose of, deal with or part with possession of any interest in the
Secured Property which is not Mortgaged Property, over which this charge is
floating except in the ordinary course of its business; or


 


4.2                                Priority
agreement


 


If a Chargor creates or allows to exist an
Encumbrance other than a Permitted Encumbrance over the Secured Property or
agrees, proposes to or takes any step to do so without the consent of the
Security Trustee, then, despite anything contained in this deed, any Collateral
Security or any Transaction Document:


 


6

















 


(a)                                   the Chargors must immediately procure that; and


 


(b)                                  the Security Trustee and the Secured Beneficiaries need not provide
any further accommodation under the Finance Documents until the Chargors
procure that,


 


a priority agreement is entered into
between the persons and in a form acceptable to the Security Trustee.  The Security Trustee’s and Security
Beneficiaries’ other rights which arise if a Chargor so creates or allows to
exist an Encumbrance are not affected by this clause.


 


5                                          Payments, interest and currency
conversion


 


5.1                                When
a Chargor must pay


 


Each Chargor agrees to pay the Secured
Money in accordance with the terms of any agreement in writing to do so between
the Chargor and the Security Trustee. 
However, if either:


 


(a)                                   there is no such agreement; or


 


(b)                                  an Event of Default has occurred,


 


the Chargor
agrees to pay the Security Trustee on demand that part of the Secured Money
specified in the demand.


 


5.2                                Payments


 


Each Chargor agrees to make payments under
this deed:


 


(a)                                   in full without set-off or counterclaim, and without deduction in
respect of Taxes unless prohibited by law; and


 


(b)                                  if the payment relates to the Secured Money, in the currency in
which the payment is due, and otherwise in Australian dollars in immediately
available funds.


 


5.3                                Interest


 


If a Chargor need not otherwise pay
interest on the Secured Money, then that Chargor agrees to pay interest on the
Secured Money from when it becomes due for payment, during the period that it
remains unpaid, on demand or at times determined by the Security Trustee,
calculated on daily balances.  The rate
to be applied to each daily balance of the Secured Money is 4% per annum above
the 60 day Bank Bill Swap Reference Rate last published on or before that day
in The Australian Financial Review (or if no such rate is published, another
rate set by the Security Trustee in good faith).


 


5.4                                Interest
capitalised


 


Interest payable under clause 5.3
(“Interest”) which is not paid when due for payment may be capitalised by the
Security Trustee at intervals which the Security Trustee determines from time
to time or if no determination is made, then on the first day of each month.  Interest is payable on capitalised interest
at the rate and in the manner referred to in clause 5.3 (“Interest”).


 


7

















 


5.5                                Obligation
not affected


 


A Chargor’s obligation to pay the Secured
Money on the date it becomes due for payment is not affected by clauses 5.3
(“Interest”) and 5.4 (“Interest capitalised”).


 


5.6                                Interest following judgment


 


If a liability of a Chargor under this deed
becomes merged in a judgment or order, then that Chargor agrees to pay interest
to the Security Trustee on the amount of that liability as an independent
obligation.  This interest accrues from
the date the liability becomes due for payment both before and after the
judgment or order until it is paid, at a rate that is the higher of the rate
payable under the judgment or order and the rate referred to in clause 5.3
(“Interest”).


 


5.7                                Currency
conversion


 


Each Chargor waives any right it has in any
jurisdiction to pay an amount other than in the currency in which it is due.  However, if the Security Trustee receives
payment in a currency other than that in which it is due:


 


(a)                                   the Security Trustee may convert the amount received into the due
currency on the day and at such rates (including spot rate, same day value rate
or value tomorrow rate) as the Security Trustee reasonably considers
appropriate.  It may deduct its usual
Costs in connection with the conversion; and


 


(b)                                  a Chargor satisfies its obligation to pay in the due currency only
to the extent of the amount of the due currency purchased after deducting the
Costs of conversion.


 


Each Chargor
acknowledges that it may be necessary for the Security Trustee to convert
amounts received through a currency other than the due currency.


 


6                                          Covenants in respect of Secured Property


 


6.1                                General


 


Each Chargor agrees to comply with all of
its obligations under the Finance Documents in accordance with their terms.


 


6.2                                Bank
Accounts


 


Each Chargor agrees, unless the Security
Trustee otherwise agrees:


 


(a)                                   to execute and deliver to the Account Bank immediately after
executing this deed and upon each occasion upon which a new Account Bank is
appointed a notice in the form set out in schedule 2 (or such other form
as agreed by the Security Trustee); and


 


(b)                                  agrees to procure that the Account Bank delivers as soon as
practicable to the Security Trustee a copy of that notice with the endorsement
signed on behalf of the Account Bank (and in any event within seven days of
giving the notice to the Account Bank).


 


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6.3                                Mortgaged
Documents


 


Each Chargor must:


 


(a)                                   at the request of the Security Trustee, procure the Third Party to
any document, obligation or arrangement which the Security Trustee determines
is material to enter into a tripartite agreement with the Security Trustee and
the Chargor on such terms as the Security Trustee reasonably requires; and


 


(b)                                  upon the reasonable request of the Security Trustee in respect of
any Mortgaged Document entered into after the date of this deed, give notice to
each Third Party of this charge and mortgage in respect of the Mortgaged
Document, such notice to be in substantially the form of schedule 3 (or
such other form as reasonably required by the Security Trustee); and


 


(c)                                   agrees to procure that the Third Party delivers as soon as
practicable to the Security Trustee a copy of that notice with the endorsement
signed on behalf of the Third Party; and


 


(d)                                  Paragraph (a) does not limit paragraph (b) and vice versa.


 


6.4                                Further
assurances


 


Each Chargor agrees at its own expense to:


 


(a)                                   execute in favour of the Security Trustee, or as the Security
Trustee directs, and in form stipulated by the Security Trustee, further
documents, including Encumbrances; and


 


(b)                                  do any other things the Security Trustee stipulates,


 


in order to:


 


(i)                                      provide more effective security to the Security Trustee and each
Security Beneficiary over the Secured Property for the payment of the Secured
Money; or


 


(ii)                                   enable the Security Trustee and each Security Beneficiary to exercise
its rights in connection with the Secured Property; or


 


(iii)                                enable the Security Trustee to register this charge and mortgage
with the priority required by the Security Trustee; or


 


(iv)                               enable the Security Trustee to obtain the consent to this charge and
mortgage of any Third Party or of any other person; or


 


(v)                                  facilitate the realisation of any of the Secured Property; or


 


(vi)                               enable the Security Trustee to register the power of attorney in
clause 19 (“Power of attorney”) or a similar power; or


 


9

















 


(vii)                            show whether a Chargor is complying with this charge and mortgage.


 


6.5                                Security Trustee may fill in blanks


 


The Security Trustee or an Authorised
Officer of the Security Trustee may fill in any blanks in this deed and
complete in favour of the Security Trustee or anyone purchasing under the
powers given by this deed any instrument executed by or on behalf of a Chargor
in blank and deposited with the Security Trustee in connection with this deed
(such as Corporations Act forms or transfers for the Secured Property).


 


6.6                                Security Trustee may register


 


The Security Trustee may register this deed
at each Chargor’s expense as a charge and mortgage on any appropriate register
and each Chargor agrees to obtain all requisite consents under any Encumbrance
over property of a Chargor created prior to this deed.  Each Chargor agrees to procure execution of
all documents required by the Security Trustee which are necessary to register
this deed.


 


7                                          Rights and powers of Security Trustee


 


7.1                                Authority
to deal


 


The Security Trustee may assign or
otherwise deal with its rights under this charge and mortgage in any way it
considers appropriate.  If the Security
Trustee does this, a Chargor may not claim against any assignee (or any other
person who has an interest in this charge and mortgage) any right of set-off or
other rights that Chargor has against the Security Trustee.


 


7.2                                Right
to rectify


 


The Security Trustee may do anything which
should have been done by a Chargor under this deed or the Transaction Documents
but which has not been done or which the Security Trustee considers has not
been done properly.  If the Security
Trustee does so, each Chargor agrees to pay the Security Trustee’s Costs on
demand.


 


7.3                                Payment of income to Security Trustee


 


Each Chargor agrees to ensure that rent and
other income in respect of the Secured Property are paid to the Security
Trustee on request from the Security Trustee (which requests may only be made
while the Security Trustee reasonably believes that a Review Event, an Event of
Default or Potential Event of Default may be subsisting).  If, despite this, they are paid to a
Chargor, that Chargor agrees to pay them to the Security Trustee.  In each case, the Security Trustee agrees to
use the money it receives as set out in clause 16 (“Application of money”).


 


10

















 


7.4                                No
liability to account


 


If either the Security Trustee or a
Receiver exercises its rights under this deed, exercises its rights conferred
by law or takes possession of the Secured Property, then neither of them is
liable to account as mortgagee in possession.


 


7.5                                Security Trustee may give up possession


 


The Security Trustee may give up possession
of the Secured Property at any time.


 


7.6                                No obligation on Security Trustee


 


The Security Trustee need not:


 


(a)                                   do anything to obtain payment of any income in respect of the
Secured Property; or


 


(b)                                  exercise rights in respect of the Secured Property; or


 


(c)                                   sell the Secured Property; or


 


even if it has reason to believe that the
value of the Secured Property may fall. 
The Security Trustee is not responsible for loss as a result of such a
failure to act or delay in so acting.


 


7.7                                Security Trustee may rely on third party certificates


 


The Security Trustee may rely on a
certificate from any other person with an Encumbrance in connection with the
Secured Property as to the amount that is owed to that other person.


 


8                                          Security Trustee’s right to enter


 


8.1                                General


 


The Security Trustee or a person authorised
by the Security Trustee may enter at all reasonable times (at any time while
the Security Trustee reasonably believes that a Potential Event of Default,
Event of Default or Review Event may be subsisting) on land or buildings owned
or occupied by a Chargor, any place where the Secured Property is located or
the place of business or registered officer of a Chargor to:


 


(a)                                   inspect the condition of the Secured Property; or


 


(b)                                  determine whether the terms of this deed or the Transaction
Documents are being complied with; or


 


(c)                                   carry out the Security Trustee’s rights under this deed; or


 


(d)                                  inspect and take copies of records relating to a Chargor or the
Secured Property; or


 


(e)                                   investigate the affairs, business or financial position of a Chargor
or its Subsidiaries; or


 


11

















 


(f)                                     exercise the rights of the Security Trustee under clause 7.2 (“Right
to rectify”).


 


Each Chargor also agrees to obtain for the
Security Trustee for these purposes the right to enter land and buildings owned
or occupied by each Chargor’s Subsidiaries, any place of business of its
Subsidiaries, any place where any of its Subsidiaries’ property is located or
the registered office of any of its Subsidiaries.


 


8.2                                Reasonable
notice


 


While the Security Trustee does not
reasonably believe that a Potential Event of Default, Event of Default or
Review Event may be subsisting, it agrees to give the relevant Chargor
reasonable notice of entry. That Chargor agrees to help the person authorised
to enter including obtaining any necessary consent.


 


9                                          Representations and warranties


 


9.1                                General


 


Each Chargor gives and repeats the
representations and warranties in the Finance Documents, to the Security
Trustee, at the same time as it gives or repeats them in the Finance Documents.


 


9.2                                Reliance


 


Each Chargor
acknowledges that the Security Trustee and the Security Beneficiaries have
entered or are entering into the Finance Documents to in reliance on the
representations and warranties in this clause 9.


 


10                                   Default


 


10.1                         Events
of Default


 


It is
an Event of Default if an “event of default” as defined in the Project
Facilities Agreement or another Finance Document occurs.


 


10.2                         Security Trustee’s powers on default


 


After an Event of Default occurs, the
Security Trustee may do one or more of the following in addition to anything
else the law or other provisions of this deed allows the Security Trustee to do
as chargee or mortgagee:


 


(a)                                   sue one or more of the Chargors for the Secured Money; and


 


(b)                                  appoint one or more Receivers; and


 


(c)                                   do anything that a Receiver could do under clause 12 (“Powers of
Receiver”).


 


10.3                         Order
of enforcement


 


The Security Trustee may enforce this
charge and mortgage before it enforces other rights or remedies:


 


12

















 


(a)                                   against any other person; or


 


(b)                                  under another document, such as another Encumbrance.


 


If the
Security Trustee has more than one Encumbrance, it may enforce them in any
order it chooses.


 


10.4                         Crystallisation of floating charge


 


If the charge created by a Chargor under
this deed has not otherwise taken effect as a fixed charge under clause 3.2
(“Conversion to fixed charge”) or by operation of law, it takes effect as a
fixed charge automatically and immediately:


 


(a)                                   over all of the Secured Property of all of the Chargors if:


 


(i)                                      a Chargor or any of its Subsidiaries is or becomes Insolvent; or


 


(ii)                                   a controller (as defined in the Corporations Act) is appointed in
respect of any part of the property of a Chargor or its Subsidiaries; or


 


(b)                                  over any Secured Property affected if:


 


(i)                                      a Chargor breaches clause 4 (“Restrictions on dealing with Secured
Property”); or


 


(ii)                                   distress is levied or a judgment order or Encumbrance is enforced,
becomes enforceable, or would become enforceable by the giving of notice or
following lapse of time or fulfilment of a condition; or


 


(iii)                                a Chargor creates or allows to exist an Encumbrance over any of the
Secured Property or an Encumbrance comes into existence over any of the Secured
Property, other than in accordance with the deed; or


 


(iv)                               any person takes any step, or attempts or agrees to do any thing,
which may result in Taxes, or an amount owing to an authority, ranking ahead of
the floating charge (including issuing a notice or direction that has the
effect of giving an authority a preference, priority or advantage over
creditors),


 


in respect of that Secured Property;


 


(c)                                   if an Event of Default occurs and the charge under this deed has not
already become a fixed charge over a Chargor’s Secured Property, on receipt by
the Chargor of a notice from the Security Trustee to that effect; or


 


(d)                                  if the law provides that the charge becomes fixed.


 


13

















 


10.5                         Replacement of fixed charge with floating charge


 


At any time after the charge under this
deed has taken effect as a fixed charge over Secured Property, the Security
Trustee may give a notice to the relevant Chargor stating that, from the
effective date specified in the notice, the Secured Property specified in the
notice is released from a fixed charge and is then again subject to a floating
charge.  Secured Property can become
subject to a floating or a fixed charge under this clause and clauses 3.2
(“Conversion to fixed charge”) and 10.4 (“Crystallisation of Rating change”)
any number of times.


 


10.6                         Notice
to Depositee


 


After an Event of Default, the Security
Trustee may give notice to the Depositee that the Security Trustee may operate
the Bank Accounts in accordance with clause 12.2(z) (“Powers of
Receiver”).  If this notice is given,
each Chargor agrees that the Depositee:


 


(a)                                   need not enquire whether the Security Trustee is in fact entitled to
give such a notice; and


 


(b)                                  is directed by each Chargor to act in accordance with the notice
without reference to any Chargor.


 


Each Chargor acknowledges that the
direction in paragraph (b) cannot be revoked or varied by a Chargor except with
the consent of the Security Trustee.


 


11                                   Appointment
of Receiver


 


11.1                         Security Trustee may appoint


 


In addition to its powers under clause 10.2
(“Security Trustee’s powers on default”), the Security Trustee may appoint one
or more Receivers:


 


(a)                                   to all or any part of the Secured Property (or its income) of a
Chargor or the Chargors:


 


(i)                                      at any time after an Event of Default has occurred; or


 


(ii)                                   after receiving a request to do so by the directors of a Chargor; or


 


(b)                                  to any part of the Secured Property (or its income) over which this
charge becomes fixed under clause 10.4(b)(iv).


 


11.2                         Removal


 


The Security Trustee may remove a Receiver.


 


11.3                         Appointment of new Receiver


 


If a Receiver is removed, retires or dies,
then the Security Trustee may appoint a new Receiver.  The Security Trustee may also appoint new or additional Receivers.


 


14

















 


11.4                         Receiver is Chargor’s agent


 


A Receiver is the agent of the relevant
Chargor in respect of the Secured Property of which the Receiver has been
appointed unless the Security Trustee notifies that Chargor that the Receiver
is to act as the agent of the Security Trustee.  A Chargor is solely responsible for anything done or not done by
the Receiver, and for the Receiver’s remuneration and Costs.


 


11.5                         Remuneration


 


The Security Trustee may fix the
remuneration of a Receiver at an amount or rate of commission agreed between
the Security Trustee and the Receiver or, in the absence of agreement, at an
amount or rate determined by the Security Trustee.


 


11.6                         Two
or more Receivers


 


If two or more persons are appointed as
Receiver to the same part of the Secured Property, then the Security Trustee
may provide that their rights, powers and remedies vest in them jointly and
severally, or jointly.


 


11.7                         Exercise
of powers


 


The power to appoint a receiver or receiver
and manager under this deed may be exercised whether or not a Receiver has
already been appointed over part of it.


 


12                                   Powers
of Receiver


 


In addition to powers conferred by other
provisions of this deed, by statute or by the terms of appointment, the
Receiver may do one or more of the following unless they are specifically
excluded by the terms of appointment at the time, in the manner and on terms
(in addition to any terms expressly specified below) which the Receiver thinks
fit (and the Security Trustee may vary these powers at any time by notice given
to the Chargors and the Receiver):


 


(a)                                   enter, take or give up possession of, have access to and make use of
the Secured Property as often as the Receiver deems expedient;


 


(b)                                  receive rents and profits derived from the Secured Property;


 


(c)                                   exercise the rights, powers and remedies of a Chargor over, in
connection with or comprising part of the Secured Property;


 


(d)                                  manage the Secured Property;


 


(e)                                   carry on any business or pursuit within the powers of each Chargor
and perform any obligation of a Chargor in respect of the Secured Property;


 


(f)                                     subject to obligations imposed by law, sell or agree to sell the
Secured Property on any terms, including the following:


 


15

















 


(i)                                      the sale may take place whether or not the Receiver has taken
possession of the Secured Property;


 


(ii)                                   the sale may be by public auction, private treaty or by tender;


 


(iii)                                the sale may be in one lot or in parcels, and with or without
special provisions about title, or time, or mode of payment of purchase money,
or otherwise;


 


(iv)                               fixtures may be severed and sold apart from any real property;


 


(v)                                  allow the purchase money to remain secured by a mortgage or charge
of the property sold, or secured by other security, or without security, and on
any other terms, without being responsible for any resultant loss;


 


(vi)                               enter into, rescind or vary a contract for sale, and resell without
being responsible for loss, and execute assurances of that Secured Property in
the name and on behalf of any Chargor or otherwise;


 


(vii)                            do anything to complete any sale which the Receiver considers
desirable, and set aside from the proceeds of sale the amount which the
Receiver considers desirable to meet future claims until the possibility of
claims being made is ended;


 


(g)                                  obtain the benefit of any agreement entered into by any  Chargor (including by specific performance),
whether or not the agreement is entered into in the exercise of the rights, powers
and remedies conferred by this deed;


 


(h)                                  institute, conduct, defend, submit to arbitration, settle,
compromise or defer in the name of any Chargor or otherwise on any terms, any
proceeding, claim, question or dispute in connection with the Secured Property
or this deed and execute releases or other discharges in connection with them;


 


(i)                                      call and get in Capital of a Chargor;


 


(j)                                      delegate the Receiver’s powers including this power of delegation to
any person for any period;


 


(k)                                   pull down, rebuild, erect, alter, improve, subdivide, provide
services to, insure, and maintain the Secured Property;


 


(l)                                      lease or license, end, renew, surrender, or accept the surrender of
a lease or licence of, the Secured Property, and compromise with or make
concessions to tenants, lessees or licensees, or agree to do any of these
things, for any period and on any terms;


 


(m)                                give a person an option to purchase, lease or license the Secured
Property on any terms, and give, create, release or vary easements, profits à
prendre or restrictions relating to the Secured Property;


 


16

















 


(n)                                  surrender or transfer the Secured Property to any person;


 


(o)                                  exchange the Secured Property with a person for an interest in other
property of any tenure (with or without giving or receiving other
consideration).  The property so
acquired may be dealt with by the Receiver as if it were part of the Secured
Property and the Receiver may grant an Encumbrance over that property for the
payment of the Secured Money;


 


(p)                                  remove personal property from the Secured Property and store that
property in the name of a Chargor without liability for loss or damage suffered
by a Chargor;


 


(q)                                  do anything which should have been done by a Chargor under this deed
or the Transaction Documents but which has not been done or which the Receiver
considers has not been done properly;


 


(r)                                     borrow or raise from the Security Trustee or from another person, in
the name and on behalf of a Chargor or otherwise, money required from time to
time for any of the purposes mentioned in this clause 12 and do any ancillary
act (including draw, accept or endorse bills of exchange).  Any person (including a Security
Beneficiary) providing accommodation to the Receiver need not enquire about the
necessity or propriety of a borrowing or raising and is not responsible for the
misapplication or non-application of money borrowed or raised;


 


(s)                                   exercise all powers (including the powers of the directors of a
Chargor) in connection with the transfer of shares held by any person in a
Chargor;


 


(t)                                     secure money borrowed or raised by Encumbrance over the Secured
Property so that the Encumbrance ranks in priority to, equally with, or after
this deed;


 


(u)                                  employ or engage persons (including employees of the Receiver and
consultants and professional advisers) in connection with the powers conferred
on the Receiver by this clause 12;


 


(v)                                  do or cause to be done anything to protect the priority of this
deed, to protect a Chargor’s or the Security Trustee’s estate or interest in
the Secured Property, to enforce this deed, to recover the Secured Money or to
protect or enhance the Secured Property;


 


(w)                                expend money or incur liabilities in exercising the powers conferred
on the Receiver by this clause 12;


 


(x)                                    obtain registration of the Secured Property in the Security
Trustee’s or its nominee’s name;


 


(y)                                  accept the surrender of any rights by a Third Party to a Mortgaged
Document and compromise with or make concessions to Third Parties, or agree to
do any of these things for any period and on any terms;


 


17

















 


(z)                                    operate the Bank Accounts by the signature only of an Authorised
Officer of or other person nominated by the Security Trustee without any
requirement for a signature by or for a Chargor; and


 


(aa)                             negotiate with the Depositee and do all things necessary or
desirable to obtain immediate repayment or realisation of the Bank Accounts and
Authorised Investments without being responsible for any resultant loss; and


 


(bb)                           sell, factor or discount or agree to do any of them in respect of
the Bank Accounts and Authorised Investments on any terms and do anything
necessary or desirable to complete any sale, factoring or discounting which the
Security Trustee considers desirable; and


 


(cc)                             exercise all rights in connection with the Bank Accounts; and


 


(dd)                           do anything else the law allows an owner or a Receiver of Secured
Property to do, including improving, selling or leasing it.


 


13                                   Disposal of the Secured Property is final


 


Each Chargor agrees that if the Security
Trustee or a Receiver sells or otherwise disposes of the Secured Property:


 


(a)                                   the Chargor will not challenge the acquirer’s right to acquire the
Secured Property (including on the ground that the Security Trustee or the
Receiver was not entitled to dispose of the Secured Property or that the
Chargor did not receive notice of the intended disposal) and the Chargor will
not seek to reclaim that property; and


 


(b)                                  the person who acquires the Secured Property need not check whether
the Security Trustee or the Receiver has the right to dispose of the Secured
Property or whether the Security Trustee or the Receiver exercises that right
properly.


 


14                                   Exclusion of statutory notices


 


14.1                         No requirement to give notice


 


The Security Trustee or a Receiver need not
give notice or a demand to a Chargor or allow time to elapse before exercising
a right, power or remedy under this deed or conferred by law, unless notice or
demand or a lapse of time is required by the terms of this deed or by a law
which cannot be excluded.  If the law
requires that a period of notice must be given or a lapse of time must occur or
be permitted before a right, power or remedy under this deed or conferred by
law may be exercised, then:


 


(a)                                   when a period of notice or lapse of time is mandatory, that period
of notice must be given or that lapse of time must occur or be permitted by the
Security Trustee or a Receiver; or


 


(b)                                  when the law provides that a period of notice or lapse of time may
be stipulated or fixed by this deed, one day is stipulated and fixed as that


 


18

















 


period of
notice or lapse of time and, without limitation, where applicable, one day is
stipulated and fixed as the period of notice or lapse of time during which:


 


(i)                                      default must continue before a notice is given or requirement
otherwise made for payment of the Secured Money or the observance of
obligations under this deed; and


 


(ii)                                   a notice or requirement for payment of the Secured Money or the
observance of obligations under this deed must remain not complied with before
the Security Trustee’s or a Receiver’s rights, powers or remedies may be
exercised.


 


15                                   Costs, charges, expenses and
indemnities


 


15.1                         Costs


 


Each Chargor agrees to pay or reimburse the
Security Trustee on demand for:


 


(a)                                   the reasonable Costs of the Security Trustee and the Security
Beneficiaries in connection with:


 


(i)                                      the negotiation, preparation, execution and registration of, and
payment of Taxes on, this deed; and


 


(ii)                                   the general on-going administration of this charge and mortgage
(including giving and considering consents, waivers, variations, discharges and
releases and producing title documents); and


 


(b)                                  the Security Trustee’s, the Security Beneficiaries’ and any
Receiver’s Costs in otherwise acting in connection with this deed, such as
enforcing or preserving rights (or considering doing so), or doing anything in
connection with any enquiry by an authority involving a Chargor or any of its
Related Entities; and


 


(c)                                   the Taxes and fees (including registration fees) and fines and
penalties in respect of fees, which may be payable or determined to be payable
in connection with this deed or a payment or receipt or any other transaction
contemplated by this deed,


 


including in each case, legal costs and
expenses on a full indemnity basis or solicitor and own client basis, whichever
is the higher and the reimbursement of the costs of the employees of the
Security Trustee for time in attendance.


 


15.2                         Scope
of costs


 


Each Chargor agrees that the Costs referred
to in clauses 15.1(a) and 15.1(b) include, those paid or that the Security
Trustee reasonably believes are payable to:


 


(a)                                   any independent consultant or other person appointed to evaluate any
matter of concern;


 


19

















 


(b)                                  any agent of the Security Trustee or a Security Beneficiary, any
Receiver or other controller (as defined in the Corporations Act) or any
attorney appointed under this deed; and


 


(c)                                   in the case of the Security Trustee and the Security Beneficiaries,
their administration costs in connection with any event referred to in clauses
15.1(a) and 15.1(b).


 


15.3                         Indemnity


 


Each Chargor indemnifies the Security
Trustee and each Security Beneficiary against any liability or loss arising
from, and any Costs incurred in connection with:


 


(a)                                   the payment, omission to make payment or delay in making payment by
it of an amount referred to in clause 15.1 (“Costs”); or


 


(b)                                  an Event of Default; or


 


(c)                                   any person exercising, or attempting to exercise, a right or remedy
in connection with this charge and mortgage; or


 


(d)                                  any indemnity the Security Trustee gives a controller (as defined in
the Corporations Act) or administrator of a Chargor; or


 


(e)                                   the Secured Property or this deed (including actions, proceedings,
costs, claims and demands in connection with the Secured Property or this
deed),


 


including in each case, legal costs and
expenses on a full indemnity basis or solicitor and own client basis, whichever
is the higher.


 


Each Chargor agrees to pay amounts due
under this indemnity on demand from the Security Trustee.


 


15.4                         Payment of third party losses


 


Each Chargor agrees to pay the Security
Trustee on demand an amount equal to any liability or loss and any Costs of the
kind referred to in clause 15.3 (“Indemnity”) suffered or incurred by:


 


(a)                                   any Receiver or an attorney appointed under this deed; or


 


(b)                                  any of the Security Trustee’s employees, officers, agents, or
contractors; or


 


(c)                                   any lessee, purchaser or occupier of the Secured Property,


 


including in each case, legal costs and
expenses on a full indemnity basis or solicitor and own client basis, whichever
is higher.


 


15.5                         Currency
indemnity


 


If a judgment, order or proof of debt in
connection with the Secured Money is expressed in a currency other than the
currency in which the Secured Money


 


20

















 


is due, then each Chargor indemnifies the
Security Trustee and each Security Beneficiary against:


 


(a)                                   any difference arising from converting the other currency if the
rate of exchange used by the Security Trustee under clause 5.7 (“Currency
Conversion”) for converting the other currency into the due currency when the
Security Trustee receives a payment in the other currency is less favourable to
the Security Trustee than the rate of exchange used for the purpose of the
judgment, order or acceptance of proof of debt; and


 


(b)                                  the Costs of conversion.


 


Each Chargor agrees to pay amounts under
this indemnity on demand from the Security Trustee.


 


15.6                         Acts to be done at Chargor’s cost


 


Anything which a Chargor is required to do
under this deed must be done at that Chargor’s cost.


 


15.7                         Exclusion


 


The amounts referred to in clause 15.1
(“Costs”) are not payable to the Security Trustee to the extent they are due to
the wilful default or gross negligence of the Security Trustee.  It is not gross negligence or wilful default
of the Security Trustee if duty is not paid in connection with a Finance
Document unless a Chargor instructs the Security Trustee to pay the duty,
places the Security Trustee in cleared funds to make the payment and the
Security Trustee then fails to make the payment.


 


16                                   Application
of money


 


16.1                         Application


 


Subject to
clauses 16.2 and 16.5 and to the extent permitted by law, money received in
connection with this deed is to be applied in the manner and order determined
in accordance with the terms of the Security Trust Deed.


 


16.2                         Insurance
proceeds


 


If money received in connection with this
deed represents proceeds of an insurance claim, the Security Trustee may use it
to reinstate the Secured Property or carry out work on it.


 


16.3                         Order
of payment


 


The Security Trustee may use money received
under this charge towards paying any part of the Secured Money the Security
Trustee chooses, including by paying a later instalment before an earlier
instalment.  This applies even if that
part only falls due after the Security Trustee gives a notice of demand.


 


21

















 


16.4                         Amount
to be credited


 


In an application of money under clause
16.1 (“Application”) a Chargor is to be credited only with so much of that
money as is actually received by the Security Trustee.  The credit dates from the time of receipt by
the Security Trustee (including, where the Security Trustee has appointed a
Receiver, the date the Receiver pays money to the Security Trustee).  This provision applies even if in exercising
a power of sale the Security Trustee or a Receiver transfers the Secured
Property of a Chargor and takes an Encumbrance to secure the unpaid balance of
purchase money.


 


16.5                         Contingent
payments


 


If the Security Trustee receives money in
connection with this deed it may deposit an amount not exceeding that part in
an interest bearing deposit account on terms which the Security Trustee thinks
fit and need not apply it towards satisfying the Secured Money.


 


17                                   Release


 


The Security Trustee agrees to execute a
release of the Secured Property of a Chargor from the charge under this deed at
the request of that Chargor on payment of all of the Secured Money including,
Secured Money falling within paragraph (d) of the definition of Secured Money.


 


18                                   Preservation
of
Security Trustee’s rights


 


18.1                         Rights
and liabilities not affected


 


The liabilities under this deed of a
Chargor and the rights under this deed of the Security Trustee, a Receiver or
an attorney appointed under this deed are not affected by anything which might
otherwise affect them at law or in equity including one or more of the
following (whether occurring with or without the consent of a person):


 


(a)                                   the Security Trustee, a Security Beneficiary or another person
granting time or other indulgence (with or without the imposition of an
additional burden) to, compounding or compromising with, or wholly or partially
releasing a Chargor, a Debtor or another person in any way;


 


(b)                                  laches, acquiescence, delay, acts, omissions or mistakes on the part
of the Security Trustee, a Security Beneficiary or another person or any
combination of them;


 


(c)                                   any variation or novation of a right of the Security Trustee, a
Security Beneficiary or another person, or material alteration of a document,
in respect of a Chargor, a Debtor or another person, including an increase in
the limit of or other variation in connection with the Secured Money;


 


(d)                                  the transaction of business, expressly or impliedly, with, for or at
the request of a Chargor, a Debtor or another person;


 


22

















 


(e)                                   changes which from time to time may take place in the membership,
name or business of a firm, partnership, committee or association whether by
death, retirement, admission or otherwise whether or not a Chargor, Debtor or
another person was a member;


 


(f)                                     the loss or impairment of a Collateral Security or a negotiable
instrument;


 


(g)                                  an Encumbrance being void, voidable or unenforceable;


 


(h)                                  a person dealing in any way with an Encumbrance, guarantee, judgment
or negotiable instrument (including taking, abandoning or releasing (wholly or
partially), realising, exchanging, varying, abstaining from perfecting or
taking advantage of it);


 


(i)                                      the death of any person or any person being or becoming Insolvent;


 


(j)                                      a change in the legal capacity, rights or obligations of a person;


 


(k)                                   the fact that a person is a trustee, nominee, joint owner, joint
venturer or a member of a partnership, firm or association;


 


(l)                                      a judgment against a Chargor, a Debtor or another person;


 


(m)                                the receipt of a dividend after a person becomes Insolvent or the
payment of a sum or sums into the account of a Chargor, a Debtor or another
person at any time (whether received or paid jointly, jointly and severally or
otherwise);


 


(n)                                  any part of the Secured Money being irrecoverable;


 


(o)                                  an assignment of rights in connection with the Secured Money;


 


(p)                                  the acceptance of repudiation or other termination in connection
with the Secured Money;


 


(q)                                  the invalidity or unenforceability of an obligation or liability of
a person other than a Chargor;


 


(r)                                     invalidity or irregularity in the execution of this deed by a
Chargor or any deficiency in the powers of a Chargor to enter into or observe
its obligations under this deed;


 


(s)                                   the opening of a new account by a Chargor or a Debtor or the
operation of a new account;


 


(t)                                     any obligation of a Chargor, a Debtor or any other person being
discharged by operation of law or otherwise; or


 


(u)                                  property secured under an Encumbrance being forfeited, extinguished,
surrendered, resumed or determined.


 


23

















 


18.2                         No
merger with Chargor’s undertaking


 


The Security Trustee’s and the Security
Beneficiaries’ rights to payment of the Secured Money arising in any way
(including under a negotiable instrument or another contract with a Chargor or
a Debtor) do not merge with a Chargor’s undertaking to pay the Secured Money
under this deed.


 


18.3                         Other
Encumbrances or judgments


 


This charge and mortgage does not merge
with or adversely affect, and is not adversely affected by, any of the following:


 


(a)                                   any Encumbrance or other right or remedy to which the Security
Trustee or any Security Beneficiary is entitled; or


 


(b)                                  a judgment which the Security Trustee or any Security Beneficiary
obtains against a Chargor or a Debtor in connection with the Secured Money.


 


The Security Trustee and each Security
Beneficiary may still exercise its rights under this charge and mortgage as
well as under the judgment, other Encumbrance or the right or remedy.


 


18.4                         Current
obligations


 


The Security Trustee may demand payment of
the Secured Money and exercise its rights, powers and remedies under this deed
even if a negotiable instrument, security, contract or other obligation
relating to the Secured Money is still current or has not fallen due.


 


18.5                         Collateral
Security not
affected


 


This deed does not affect a Collateral
Security or any other right, power or remedy of the Security Trustee or a
Security Beneficiary at law or in equity.


 


18.6                         Security
Trustee may retain documents


 


Until this deed is released in respect of
all of the Secured Property the Security Trustee may retain all instruments and
documents of title deposited under this deed.


 


18.7                         No
requirement to resort to other Encumbrances


 


Neither the Security Trustee nor any
Security Beneficiary need resort to any other Encumbrance it holds for payment
of the Secured Money before it resorts to this deed.


 


18.8                         No
obligation to inquire


 


A purchaser from or other person dealing
with the Security Trustee, a Security Beneficiary or any Receiver, or any
attorney appointed under this deed or a person to whom is tendered for
registration an instrument duly executed by any of them need not inquire:


 


(a)                                   whether the Secured Money is in fact owing or payable; or


 


24

















 


(b)                                  whether default has occurred; or


 


(c)                                   whether a right, power or remedy which they have exercised or
purported to exercise has been properly exercised; or


 


(d)                                  whether a Receiver has been properly appointed; or


 


(e)                                   about any other thing in connection with the exercise or purported
exercise of a right, power or remedy.


 


18.9                         Title not affected by notice


 


The title of any person relying on this
clause is not affected by express or constructive notice of anything in
connection with the matters referred to in clauses 18.8(a) to 18.8(e)
(inclusive).


 


18.10                  Liability
not affected


 


The liability of a Chargor under this deed
is not affected because:


 


(a)                                   any other person who was intended to become a co-surety or
co-indemnifier for payment of the Secured Money has not done so or has not done
so effectively; or


 


(b)                                  a person who is a co-surety or co-indemnifier for payment of the
Secured Money is discharged under an agreement or under statute or a principle
of law or equity.


 


18.11                  Claims that payments are void


 


If a claim is made that all or part of a
payment, obligation, settlement, transaction, conveyance or transfer in
connection with the Secured Money is void or voidable under law relating to
Insolvency or the protection of creditors or for any other reason and the claim
is upheld, conceded or compromised, then:


 


(a)                                   the Security Trustee and each Security Beneficiary is entitled
immediately as against the Chargors to the rights in respect of the Secured
Money to which it would have been entitled if all or that part of that payment,
obligation, settlement, transaction, conveyance or transfer had not taken
place; and


 


(b)                                  promptly on request from the Security Trustee, each Chargor agrees
to do any act and sign any document to restore to the Security Trustee and each
Security Beneficiary any Encumbrance or guarantee held by it from that
Chargor  immediately before that
payment, obligation, settlement, transaction, conveyance or transfer.


 


19                                   Power
of attorney


 


19.1                         Appointment


 


Each Chargor irrevocably as security for the
payment of the Secured Money appoints the Security Trustee, each Authorised
Officer of the Security


 


25

















 


Trustee, and each Receiver severally as its
attorney for the purposes specified in clause 19.2 (“Scope of power”).


 


19.2                         Scope
of power


 


Each attorney may at any time while the
Security Trustee reasonably believes a Potential Event of Default, Event of
Default or Review Event may be subsisting:


 


(a)                                   in the name of that Chargor or the attorney do anything which the
Chargor may lawfully authorise an attorney to do in connection with this deed,
the Secured Property or an Authorisation or which in the attorney’s opinion is
necessary or expedient to give effect to any right, power or remedy conferred
on the Security Trustee or a Receiver by this deed, by law or otherwise (these
things may be done in a Chargor’s name or in the name of any Authorised Officer
in its capacity as attorney, and they include executing deeds and instituting,
transferring, selling or leasing the Secured Property, transferring, selling or
surrendering any lease, lodging or withdrawing caveats, starting, conducting
and defending legal proceedings and dealing with an Authorisation); and


 


(b)                                  delegate its powers (including, this power of delegation) to any
person for any period and may revoke a delegation; and


 


(c)                                   exercise or concur in exercising its powers even if the attorney has
a conflict of duty in exercising its powers or has a direct or personal
interest in the means or result of that exercise of powers.


 


19.3                         Ratification


 


Each Chargor agrees to ratify anything done
by an attorney or its delegate in respect of it in accordance with clause 19.2
(“Scope of power”).


 


20                                   Priority
amount


 


For the purpose only of fixing priorities
in accordance with section 282 of the Corporations Act between this charge
and mortgage and any other charge or mortgage given by a Chargor and without
affecting any obligation of a Chargor under this deed, the prospective
liabilities secured by this deed include the prospective liabilities of the
nature specified below up to the maximum amount specified below:


 


Nature of liabilities:


 


(a)                                   the obligations of each Chargor and each Debtor to pay under each
Guarantee, pay and repay advances, including under the Finance Documents, and
to pay and repay the Secured Money;


 


(b)                                  the obligations of each Chargor and each Debtor to pay all amounts
paid under bank guarantees issued, including under the Finance Documents and to
indemnify against all loss or liability in respect of them;


 


26

















 


(c)                                   the obligations of each Chargor and each Debtor to pay interest,
fees, indemnity amounts, costs, expenses and other amounts payable, including
under the Finance Documents;


 


(d)                                  the obligations of each Chargor and each Debtor to pay money under
Hedge Agreements including following any close-out or termination of any of
them;


 


(e)                                   the obligations of each Chargor and each Debtor to pay or reimburse
the Security Trustee and each Security Beneficiary for any of its Costs,
indemnities, increased costs or loss incurred, including in connection with the
Finance Documents, including those of any attorney or any Receiver or other
controller (as defined in the Corporations Act) appointed under this deed.


 


Maximum amount:                                                  A$300,000,000


 


21                                   Notices


 


21.1                         Form


 


Unless expressly stated otherwise in this
deed, all notices, certificates, consents, requests, approvals, waivers and
other communications in connection with this deed must be in writing, signed by
an Authorised Officer of the sender and marked for attention as set out or
referred to in the Details or, if the recipient has notified otherwise, marked
for attention in the way last notified.


 


21.2                         Delivery


 


They must be:


 


(a)                                   left at the address set out or referred to in the Details; or


 


(b)                                  sent by prepaid post (airmail, if appropriate) to the address set
out or referred to in the Details; or


 


(c)                                   sent by fax to the fax number set out or referred to in the Details.


 


However, if the intended recipient has notified
a changed postal address or changed fax number, then the communication must be
to that address or number.


 


21.3                         When
effective


 


They take effect from the time they are
received unless a later time is specified in them.


 


21.4                         Deemed
receipt
- postal


 


If sent by post, they are taken to be
received three days after posting (or seven days after posting if sent to or
from a place outside Australia).


 


27

















 


21.5                         Deemed
receipt
- fax


 


If sent by fax, they are taken to be
received at the time shown in the transmission report as the time that the
whole fax was sent.


 


21.6                         Deemed
receipt - general


 


Despite clauses 21.4 and 21.5, if they are
received after 5pm in the place of receipt or on a non-Business Day, they are
taken to be received at 9am on the next Business Day.


 


21.7                         Electronic
delivery


 


Despite anything to the contrary in this
clause 21, a communication to or by the Security Trustee:


 


(a)                                   may be given by means of a secure website access to which is restricted
to the parties to the Finance Documents (and, where applicable, their financial
and legal advisers) established by the Security Trustee or other electronic
means in a manner and subject to rules established by the Security Trustee
(after having consulted with the Majority of Financiers) and agreed with the
Company; and


 


(b)                                  if so given, will be taken to be given or made in accordance with
this clause 21.


 


22                                   Dealing
with interests


 


A Chargor may not assign or otherwise deal
with its rights under this deed or allow any interest in it to arise or be
varied, in each case, without the Security Trustee’s consent.


 


23                                   Miscellaneous


 


23.1                         Prompt
performance


 


Subject to clause 23.18 (“Time of the
essence”):


 


(a)                                   if this deed specifies when a Chargor agrees to perform an
obligation, each Chargor agrees to perform it by the time specified; and


 


(b)                                  each Chargor agrees to perform all other obligations promptly.


 


23.2                         Consent


 


Each Chargor agrees to comply with all
conditions in any accepted or relied upon consent the Security Trustee gives in
connection with this deed.


 


23.3                         Certificates


 


The Security Trustee may give a Chargor a
certificate about an amount payable or other matter in connection with this
deed. The certificate is sufficient evidence of the amount or matter, unless it
is proved to be incorrect.


 


28

















 


23.4                         Discretion in exercising rights


 


The Security Trustee, a Receiver or an
attorney appointed under this deed may exercise a right or remedy or give or refuse
its consent under this deed in any way it considers appropriate (including by
imposing conditions).


 


23.5                         Partial exercising of rights


 


If the Security Trustee does not exercise a
right or remedy under this deed fully or at a given time, the Security Trustee,
a Receiver or an attorney appointed under this deed may still exercise it
later.


 


23.6                         Waiver
and variation


 


A provision of or a right created under
this deed may not be waived or varied except in writing signed by the party or
parties to be bound, and in all cases, the Security Trustee.


 


23.7                         Supervening legislation


 


Any present or future legislation which
operates to vary the obligations of a Chargor in connection with this deed, the
Secured Money or the Secured Property with the result that the Security
Trustee’s rights, powers or remedies are adversely affected (including by way
of delay or postponement) is excluded except to the extent that its exclusion
is prohibited or rendered ineffective by law.


 


23.8                         Approvals
and consent


 


The Security Trustee, a Receiver or an
attorney appointed under this deed may give conditionally or unconditionally or
withhold its approval or consent or make any determination in its absolute
discretion, unless this deed expressly provides otherwise.


 


23.9                         Set off


 


At any time after an Event of Default, the
Security Trustee may:


 


(a)                                   set off any amount due for payment by the Security Trustee to a
Chargor against any amount due for payment by a Chargor to the Security Trustee
under this deed; and


 


(b)                                  apply (without notice) any credit balance in any currency in any
account of a Chargor with the Security Trustee towards satisfaction of any
amount due for payment by a Chargor to the Security Trustee under this deed.


 


Each Chargor
authorises the Security Trustee in the name of that Chargor or the Security
Trustee to do anything (including, to execute any document) that is required
for that purpose.


 


23.10                  Remedies
cumulative


 


The rights, powers and remedies of the
Security Trustee or a Receiver under this deed are cumulative with and not
exclusive of the rights, powers or remedies given by law independently of this
deed.


 


29

















 


23.11                  No
liability for loss


 


Neither the Security Trustee nor a Security
Beneficiary nor a Receiver is liable for loss caused by the exercise or
attempted exercise of, failure to exercise, or delay in exercising, a right or
remedy.


 


23.12                  Conflict
of interest


 


The Security Trustee’s and any Receiver’s
rights and remedies under this charge and mortgage may be exercised even if
this involves a conflict of duty or the Security Trustee or Receiver has a
personal interest in their exercise.


 


23.13                  Security
Trustee or Receiver in possession


 


If the Security Trustee exercises any right
under this charge and mortgage or at law to enter or take possession of the
Secured Property, it:


 


(a)                                   has complete and unfettered discretion as to how the Secured
Property is managed; and


 


(b)                                  is liable to account only for rents and profits actually received by
it.


 


The same applies to any Receiver when
acting as agent of the Security Trustee.


 


23.14                  Continuing
security


 


This charge and mortgage is a continuing
security despite any intervening payment, settlement or other thing until the
Security Trustee releases the Secured Property from this charge and mortgage.


 


23.15                  Indemnities


 


Each indemnity in this deed is a continuing
obligation, separate and independent from the other obligations of each Chargor
and survives termination of this deed. 
It is not necessary for the Security Trustee or a Security Beneficiary
to incur expense or make payment before enforcing a right of indemnity
conferred by this deed.


 


23.16                  Inconsistent
law


 


To the extent permitted by law, this charge
and mortgage prevails to the extent it is inconsistent with any law.


 


23.17                  Superannuation legislation


 


If the Superannuation Industry
(Supervision) Act 1993 (Cwlth) prohibits a Chargor from charging or mortgaging
any of the Secured Property, this charge or mortgage does not extend to that
Secured Property.


 


23.18                  Time
of the essence


 


Time is of the essence of this deed in
respect of an obligation of a Chargor to pay money.


 


30

















 


23.19                  Confidentiality


 


All information provided to the Security
Trustee by a Chargor under this deed is confidential to the Security Trustee,
its employees, legal advisers, tax advisers, auditors and other consultants and
may not be disclosed to any person except:


 


(a)                                   with the consent of that Chargor (such consent not to be
unreasonably withheld or delayed); or


 


(b)                                  as required by any law or stock exchange; or


 


(c)                                   in connection with legal proceedings relating to this deed; or


 


(d)                                  if the information is generally and publicly available; or


 


(e)                                   to a person considering entering into (or who enters into) a credit
swap with a Security Beneficiary involving credit events relating to a Chargor,
a Debtor or any of their Related Entities; or


 


(f)                                     to a potential assignee, participant or sub-participant of a
Security Beneficiary’s interests under a Finance Document or to any other
person who is considering entering into contractual relations with a Security
Beneficiary in connection with the Finance Documents; or


 


(g)                                  to a Security Beneficiary or any Related Entity of the Security
Trustee or a Security Beneficiary, provided it agrees to act consistently with
this clause 23.19; or


 


(h)                                  as permitted by another Finance Document; or


 


(i)                                      to any person if the Security Trustee considers it necessary to do
so in order to exercise its power of sale without contravening the law.


 


23.20                  Each
signatory
bound


 


This charge
and mortgage binds each person who signs as Chargor even if another person who
was intended to sign does not sign it or is not bound by it.


 


23.21                  Receipts


 


The receipt of a Receiver or an Authorised
Officer of the Security Trustee releases the person paying money to the
Receiver or the Security Trustee in connection with this deed from:


 


(a)                                   liability to enquire whether the Secured Money has become payable;
and


 


(b)                                  liability for the money paid or expressed to be received; and


 


(c)                                   being concerned to see to its application or being answerable or
accountable for its loss or misapplication.


 


31

















 


23.22                  Counterparts


 


This deed may consist of a number of
counterparts and the counterparts taken together constitute one and the same
instrument.


 


24                                   Governing
law,
jurisdiction and service of process


 


24.1                         Governing
law


 


This deed is governed by the law in force
in the place specified in the Details. 
Each Chargor submits to the non-exclusive jurisdiction of the courts of
that place.  Each Chargor waives any
right it has to object to an action being brought in those courts, including by
claiming that the action has been brought in an inconvenient forum or that
those courts do not have jurisdiction.


 


24.2                         Serving
documents


 


Without preventing any other method of
service, any document in a court action may be served on a Chargor by being
delivered to or left at its address for service of notices under clause 21.2
(“Delivery”) or, in the case of TCSG with its Process Agent.


 


24.3                         Appointment
of Process Agent


 


(a)                                   TCSG irrevocably appoints the Process Agent as its process agent to
receive any document in an action in connection with this indemnity;


 


(b)                                  If for any reason the Process Agent ceases to be able to act as
process agent, TCSG must promptly appoint another person in the place specified
for governing law in the Details as process agent and


 


(c)                                   TCSG agrees that the service of documents on the Process Agent or
any other person appointed under this clause will be sufficient service on it.


 


25                                   Interpretation


 


25.1                         Definitions


 


The
following words have these meanings in this deed unless the contrary intention
appears.


 


Account Bank means the bank or financial institution with whom a Bank Account is
from time to time maintained.


 


Bank Accounts means at any time, the right, title and interest of a Chargor in and
in connection with the Project Accounts including its right, title and interest
in and to:


 


(a)                                   repayment of any money in the Project Accounts on the date of this
deed; and


 


(b)                                  repayment of money which is credited to the Project Accounts on or
after the date of this deed; and


 


32

















 


(c)                                   interest payable on or after the date of this deed on money credited
to the Project Accounts (whether or not the interest is credited to the Project
Accounts).


 


Capital means the capital and share premiums of a Chargor, called or
uncalled, paid or unpaid.


 


Chargor and Chargors means
each of TOGA and TCSG individually and every two or more of them jointly.  It includes their successors and assigns.


 


Collateral Security means a present or future Encumbrance (other than this deed),
guarantee or indemnity given by a Chargor or another person to secure or
otherwise provide for the payment of the Secured Money including the documents
identified in schedule 1.


 


Debtor and Debtors means
each of the Company, Tipperary CSG, Tipperary, Slough USA, TOGC, Tipperary
Pastoral and the Recourse Guarantor.


 


Depositee means any
financial institution or person with whom a Chargor has made or makes a deposit
or an investment. It includes each person with whom a Bank Account is held
(including the Account Bank) or an Authorised Investment is made.


 


Details means the
section of this deed headed “Details”.


 


Event of Default has the
meaning given to it in clause 10.1 of this deed.


 


Guarantee means each “Guarantee” as defined
in the Project Facilities Agreement and the document entitled “guarantee” as
more particularly defined in the definition of US Security in the Project
Facilities Agreement.


 


Marketable Security has
the meaning given to “Security” in the Corporations Act, but also includes:


 


(a)                                   an undertaking referred to in the exceptions in paragraphs (a), (b)
and (d) of the definition of “debenture” in the Corporations Act;


 


(b)                                  a unit or other interest in a trust or partnership;


 


(c)                                   a negotiable instrument; and


 


(d)                                  a right or an option in respect of a Marketable Security, whether
issued or unissued, including in respect of any of the above.


 


Mortgaged Debt Documents means all the present and future right, title and interest of each
Chargor in, to, under and in connection with:


 


(a)                                   each present and future agreement (whether written or not) between a
Chargor and Tipperary Pastoral, TOGA or TCSG (whether or not there are other
parties to such an agreement) under which an obligation to pay money is owed by
Tipperary Pastoral, TOGA or TCSG to a Chargor; and


 


(b)                                  all present and future instruments (negotiable or otherwise) in
connection with each such agreement referred to in paragraph (a)


 


33

















 


including
all choses in action existing at the date of this mortgage or which arise after
that time in favour of a Chargor in connection with those agreements.


 


Mortgaged Documents means any and all Mortgaged Property which is a document or
instrument.  It includes all Mortgaged
Property described in paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (j),
(k), (l), (m), (n) and (o) of the definition of Mortgaged Property, as well as
the proviso at the end of the definition of Mortgaged Property. A reference to
Mortgaged Document includes any part of it.


 


Mortgaged Interest means:


 


(a)                                   the Mortgaged Debt Documents; and


 


(b)                                  all amounts and all obligations which at any time, for any reason or
circumstance in connection with any agreement, transaction, engagement,
document, instrument (negotiable or otherwise), event, act, omission, matter or
thing whatsoever, whether at law, in equity, under statute or otherwise (and
whether or not of a type within the contemplation of the parties at the date of
this mortgage) are payable, are owing but not currently payable, are
contingently owing, or remain unpaid, as the case may be, by Tipperary Pastoral,
TOGA or TCSG to a Chargor.


 


Mortgaged Property means all the present and future right, title and interest of each
Chargor in, to, under, connected with and derived from:


 


(a)                                   the Project Production Leases, the Project ATPs and the Project
Pipeline Licences, including any title to or interest therein now or at a later
time held by a Chargor, including as Operator, and including any title to or
interest therein (now or at a later time) held by a Chargor which is legal,
beneficial, equitable or otherwise (including as a result of the Operator
holding an interest in any of Project Production Leases, Project ATPs or
Project Pipeline Licences on trust, whether express, implied, constructive, by
operation of law or otherwise); and


 


(b)                                  the Project Area, including any title to or interest in the land
included in the Project Area now or at a later time held by a Chargor,
including as Operator, and including any title to or interest therein (now or
at a later time) held by a Chargor 
which is legal, beneficial, equitable or otherwise (including as a
result of the Operator holding an interest in any of the Project Area
(including any title to or interest in the land included in the Project Area)
on trust, whether express, implied, constructive, by operation of law or
otherwise); and


 


(c)                                   Authority to Prospect 675P, Authority to Prospect 554P and Authority
to Prospect 655P, each granted under the Petroleum Act; and


 


(d)                                  Other Interests; and


 


(e)                                   the Project Documents; and


 


(f)                                     every contract for the use by any third party of any of the assets
and property included in the Project or otherwise; and


 


34

















 


(g)                                  Authorisations in relation to the Project or otherwise; and


 


(h)                                  any other contract, document, instrument, agreement, permit, lease,
licence, consent, easement, right of way or other right or interest in land,
including those which are connected with the Project or otherwise or which are
connected with the construction, operation or maintenance of the Project or
otherwise, or which are connected with the extraction, transportation,
treatment or marketing of gas; and


 


(i)                                      Revenue, the Bank Accounts and the balance of the Bank Accounts from
time to time; and


 


(j)                                      the Mortgaged Interests;


 


(k)                                   all shares in the capital of Tipperary Pastoral; and


 


(l)                                      interests in, and arising under, insurance policies (including the
Insurance Policies) and all proceeds of any claim under those policies; and


 


(m)                                manufacturers’ and contractors’ warranties, and other bonds and
performance guarantees held by or on behalf of a Chargor; and


 


(n)                                  each other document or chose in action to which a Chargor is a party
or has the benefit of and which is designated as Mortgaged Property by the
Security Trustee by notice in writing to that Chargor; and


 


(o)                                  all present and future instruments (negotiable or otherwise) in
connection with the above, including all choses in action existing at the date
of this deed or which arise after that time in favour of a Chargor in
connection with the above,


 


including whether that right, title or
interest is legal, beneficial, equitable or otherwise, including as a result of
the Operator holding an interest in any of the above on trust (whether express,
implied, constructive, by operation of law or otherwise) for a Chargor and
including any interest in any of the above a Chargor holds on trust (whether
express, implied, constructive, by operation of law or otherwise) (including,
for example, because it is the Operator).


 


A
reference to Mortgaged Property includes any part of it.


 


Petroleum Act means the
Petroleum Act 1923 (Qld).


 


Project Facilities
Agreement means the agreement named “Comet
Ridge Project Facilities Agreement” dated on or about the date of this deed
between the Chargors, the Security Trustee and others.


 


Receiver means a person or persons appointed under or by virtue of this deed
as receiver or receiver and manager.


 


Secured Money means all amounts which:


 


at any
time;


 


35

















 


for any
reason or circumstance in connection with any agreement, transaction,
engagement, document, instrument (whether negotiable or not), event, act,
omission, matter or thing whatsoever;


 


whether
at law, in equity, under statute or otherwise;


 


and
whether or not of a type within the contemplation of the parties at the date of
this deed:


 


(a)                                   are payable, are owing but not currently payable, are contingently
owing, or remain unpaid, by any Chargor or Debtor to a Security Beneficiary; or


 


(b)                                  have been advanced or paid by a Security Beneficiary:


 


(i)                                      at
the express or implied request of any Chargor or Debtor; or


 


(ii)                                   on
behalf of any Chargor or Debtor; or


 


(c)                                   a Security Beneficiary is liable to pay by reason of any act or
omission of any Chargor or Debtor or has paid or advanced in the protection or
maintenance of the Secured Property or the security interest created by this
deed following an act or omission by any Chargor or Debtor; or


 


(d)                                  are reasonably foreseeable as likely, after that time, to fall
within any of paragraphs (a), (b) or (c) above.


 


A
reference to Secured Money includes any part of it.


 


This
definition applies:


 


(i)                                      irrespective
of the capacity in which any Chargor or Debtor or a Security Beneficiary became
entitled to, or is liable in respect of, the amount concerned;


 


(ii)                                   whether
any Chargor or Debtor or a Security Beneficiary is liable as principal debtor
or surety or otherwise;


 


(iii)                                whether
any Chargor or Debtor or a Security Beneficiary is liable alone, or jointly, or
jointly and severally with another person;


 


(iv)                               whether
a Security Beneficiary is the original obligee or an assignee of the Secured
Money and whether or not:


 


(A)                               the assignment took place before or after the delivery of this deed;
or


 


(B)                                 any Chargor or Debtor consented to or was aware of the assignment;
or


 


(C)                                 the assigned obligation was secured;


 


36

















 


(v)                                  whether
a Security Beneficiary is the original chargee or mortgagee or an assignee of
the original chargee or mortgagee and whether or not any Chargor or Debtor
consented to or was aware of the assignment or any of the Secured Money was
previously unsecured; or


 


(vi)                               if any
Chargor or Debtor is a trustee, whether or not it has a right of indemnity from
the trust fund.


 


Secured Property means all the present and future rights, property and undertaking of
each Chargor of whatever kind and wherever situated including:


 


(a)                                   Capital of each Chargor; and


 


(b)                                  all of the Mortgaged Property of
each Chargor,


 


including whether that right, property or
undertaking (or its right, title or interest in, to, under, connected with or
derived from it) is legal, beneficial, equitable or otherwise (including as a
result of the Operator holding an interest in any of the Secured Property on
trust (whether express, implied, constructive, by operation of law or
otherwise) for a Chargor and including any interest in any of the Secured
Property a Chargor holds on trust (whether express, implied, constructive, by
operation of law or otherwise (including because, for example, it is the
Operator).


 


A
reference to Secured Property includes any part of it.


 


Security Beneficiary has the meaning it has in the Security Trust Deed.  It includes the Security Trustee (for its
own account or for the account of another Security Beneficiary).


 


Security Trust Deed has
the meaning given to it in the Project Facilities Agreement.


 


Security Trustee means the person or persons so described in the Details and
includes their successors and assigns.


 


Taxes means taxes, levies, imposts, deductions, charges, withholdings and
duties imposed by any authority (including, stamp and transaction duties),
(together with any related interest, penalties, fines and expenses in
connection with them), except if imposed on the overall net income of a
Security Beneficiary.


 


TC means Tipperary
Corporation.


 


TCSG means the person so
described in the Details.


 


Third Party means each person other than a Chargor who is a party to or has
obligations in connection with any Mortgaged Document.


 


TOGA means the person so
described in the Details.


 


TOGC means Tipperary Oil
& Gas Corporation.


 


37

















 


Works  means building work, excavation or earthworks on the Secured
Property, work demolishing, removing or altering any part of the Secured Property,
or any building or development work required by an authority in connection with
the Secured Property.


 


25.2                         Interpretation


 


In this deed unless the contrary intention
appears:


 


(a)                                   a reference to this deed or another instrument includes any variation
or replacement of any of them;


 


(b)                                  a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them;


 


(c)                                   law means common law, principles of equity, and laws made by
parliament (and laws made by parliament include State, Territory, Commonwealth
and United States State and Federal laws and regulations and other instruments
under them, and consolidations, amendments, re-enactments or replacements of
any of them);


 


(d)                                  the singular includes the plural and vice versa;


 


(e)                                   the word “person” includes a firm, a body corporate, an
unincorporated association or an authority;


 


(f)                                     a reference to a person includes a reference to the person’s executors,
administrators, successors, substitutes (including persons taking by novation)
and assigns;


 


(g)                                  a group of persons is a reference to any two or more of them jointly
and each of them individually;


 


(h)                                  an agreement, representation or warranty in favour of two or more
persons is for the benefit of them jointly and severally;


 


(i)                                      an agreement, representation or warranty of a Chargor or the
Chargors binds the Chargors jointly and each of them individually but on
agreement, representation or warranty by the Security Trustee binds the
Security Trustee only individually;


 


(j)                                      a reference to an accounting term is to be interpreted in accordance
with accounting standards under the Corporations Act and, if not inconsistent
with those accounting standards, generally accepted principles and practices in
Australia consistently applied by a body corporate or as between bodies
corporate and over time;


 


(k)                                   a reference to any thing (including the Secured Money, any other
amount, the Mortgaged Property and the Secured Property) is a reference to the
whole and each part of it and a reference to a group of persons (including the
Chargor and the Chargors) is a reference to all of them collectively, to any
two or more of them collectively and to each of them individually;


 


38

















 


(l)                                      an Event of Default, Potential Event of Default or Review Event
subsists until it has been remedied to the satisfaction of the Security Trustee
or waived in writing by the Security Trustee;


 


(m)                                Australian dollars, dollars $ or A$ is a reference to the lawful
currency of Australia;


 


(n)                                  the words “including”, “for example” or “such as” when introducing
an example, do not limit the meaning of the words to which the example relates
to that example or examples of a similar kind;


 


(o)                                  the Corporations Act is a reference to the Corporations Act 2001
(Cwlth).


 


25.3                         Headings


 


Headings (including those in brackets at
the beginning of paragraphs) are inserted for convenience and do not affect the
interpretation of this deed.


 


25.4                         Cross-referred definitions


 


A term which has a defined meaning in (or
by reference to another document in) the Security Trust Deed has the same
meaning when used in this deed unless it is expressly defined in this deed when
the meaning given to the term in this deed prevails.


 


25.5                         Payment of all the Secured Money


 


For the purposes of clauses 2.4 (“Agreement to reassign”) and 17 (“Release”), a reference to “payment of all the Secured
Money” means where both:


 


(a)                                   the Secured Money has been fully and finally repaid (and the
Security Beneficiaries have ceased to have any commitments (including under any
Hedge Agreements)); and


 


(b)                                  the Security Trustee is satisfied that no transaction (including any
payment) in connection with this deed or the Secured Money is capable of being
avoided, restored or adjusted in a liquidation, compulsory or official
management or similar process or under any law relating to Insolvency.


 


25.6                         Capacity of Security Trustee


 


The Security Trustee enters into this deed
solely in its capacity as security trustee under the Security Trust Deed and
the other parties to this deed acknowledge and agree that:


 


(a)                                   the Security Trustee holds the benefit of this deed for the Security
Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement;


 


(b)                                  the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement;


 


39

















 


(c)                                   any rights which a party may have against the Security Trustee under
or in respect of this deed are not against the Security Trustee personally but
against the Security Trustee solely in its capacity as trustee of the trust
established under the Security Trust Deed; and


 


(d)                                  the Security Trustee may not be called on and is not liable to
satisfy any obligation or liability under or in connection with this deed
except to the extent to which the Security Trustee is entitled to be
indemnified out of the assets of the trust established under the Security Trust
Deed provided that this paragraph (d) does not apply to any obligation or
liability of the Security Trustee to the extent that it is not satisfied
because under the Project Facilities Agreement or by operation of law there is
a reduction in the extent of the Security Trustee’s indemnification or
exoneration out of the assets of the trust established under the Security Trust
Deed as a result of the Security Trustee’s fraud, gross negligence or wilful
default.


 


EXECUTED as a deed.


 


40

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


Schedule 1 -
Collateral Security


 


(a)                                   the Security.


 


41

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


Schedule 2 -
(Clause 6.2) Notice of assignment - Bank Accounts


 


 


To:                           [ACCOUNT BANK]


[Address]


 


Comet Ridge Project - Project Accounts


 


We refer to
the Comet Ridge Project Facilities Agreement dated
[          ] between
ourselves as Chargor, [name
of Agent] (as Agent and as a Financier) and others (a copy of
which you have received).  Terms having
a defined meaning in (or by reference to another document in) the Comet Ridge
Project Facilities Agreement or the Charge and Mortgage (defined below) have
the same meaning when used in this notice unless defined in this notice.


 


WE GIVE YOU NOTICE:


 


1.                                        that by a charge and mortgage pursuant to a TOGA/TCSG Deed of
Security dated [        ] and made
between [insert
name of Chargor] (“Chargor”), another and [name of Security Trustee](“Security
Trustee”) (“Charge  and  Mortgage”), the Chargor has charged and
assigned to the Security Trustee as security for the payment of certain money
all of the Chargor’s right, title and interest in and in connection with the Project
Accounts including, without limitation our right, title and interest in and to:


 


(a)                                   repayment of any money in the Project Accounts on the date of the
Charge and Mortgage; and


 


(b)                                  repayment of any and all moneys credited to the Project Accounts on or
after the date of the Charge and Mortgage; and


 


(c)                                   interest payable on or after the date of the Charge and Mortgage on
money credited to the Project Accounts (whether or not the interest is credited
to the Project Accounts).


 


2.                                        that the signatories to the Project Accounts are
[                    ]
and
[              ]  We have, however, agreed with the Security
Trustee that, in certain circumstances, the Security Trustee may give you a
notice which states that the Project Accounts may be operated only by
[               ]
as the person representing the Security Trustee.  If you receive such a notice from the Security Trustee you are
instructed by us to act in accordance with the notice without reference to us
and you need not enquire whether the Security Trustee is in fact entitled to
give such a notice.


 


3.                                        that the instructions contained in this notice cannot be revoked or
varied by us except with written consent to that effect from the Security
Trustee.


 


A reference to
“Security Trustee” includes a reference to any successor, or assignee, of the
Security Trustee, including without limitation as may be notified to you.


 


42

















 


The Security
Trustee enters into this notice solely in its capacity as Security Trustee
under the Security Trust Deed and the other parties to this notice acknowledge
and agree:


 


•                                           the Security Trustee holds the benefit of this notice for the
Security Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement (or other Relevant Agreement);


 


•                                           the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement (or other Relevant
Agreement); and


 


•                                           the Security Trustee has no obligations or liabilities under or in
connection with this notice.


 


	
  For

  
	
  [Insert name of Chargor]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


The terms of
the notice set out above are confirmed by the Security Trustee.


 


	
  For

  
	
  [name of Security Trustee]

  
	
   

  
	
   

  	
   

  
	
  Dated

  	
   

  
			



 


TO:                             [name of Security Trustee]


 


We acknowledge
receipt of the notice set out above and consent to the Charge and Mortgage in
the notice and to the account operating procedures.  We have received no notice of any right, title or interest in
connection with the Project Accounts, other than the interests of the Chargor
and the Security Trustee as contemplated by this notice.  The Charge and Mortgage ranks in priority to
any right of set off or right to combine or consolidate accounts which we may
claim over the Project Accounts.


 


	
  For

  
	
  [ACCOUNT BANK]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


43

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


Schedule 3 - (Clause 6.4) Notice of Assignment - 


Mortgaged
Documents


 


 


To:                               [Third Party]


 


[Name of Chargor] [Description of Mortgaged Document/]
-

(“Mortgaged Document”)


 


We
refer to the Mortgaged Document.  Terms
having a defined meaning in (or by reference to another document in) the
Mortgage (defined below) have the same meaning when used in this notice unless
defined in this notice.


 


WE GIVE YOU NOTICE THAT:


 


1.                                        by a TOGA / TCSG Deed of Security (“Mortgage”) dated [   ] and made by us and another in favour of [name of Security Trustee] (“Security
Trustee”), we have charged and assigned to the Security Trustee as
security for the payment of certain money our right, title and interest in, to
and under the Mortgaged Document;


 


2.                                        you must promptly notify the Security Trustee of any default by us
in the observance of our obligations under the Mortgaged Document of which you
become aware and of any other event you become aware of which entitles or
which, with the giving of notice, lapse of time or fulfilment of any other
condition, would entitle you to exercise your rights under the Mortgaged
Document to terminate the Mortgaged Document or to claim damages under the
document or to rescind or accept a repudiation by us of the Mortgaged Document;


 


3.                                        the instructions contained in this notice cannot be revoked or
varied by us except with written consent to that effect from the Security
Trustee.


 


A reference to
“Security Trustee” includes a reference to any successor, or assignee of the
Security Trustee, including without limitation as may be notified to you.


 


The Security
Trustee enters into this notice solely in its capacity as Security Trustee
under the Security Trust Deed and the other parties to this notice acknowledge
and agree:


 


•                                           the Security Trustee holds the benefit of this notice for the
Security Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement (or other Relevant Agreement);


 


•                                           the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement (or other Relevant
Agreement); and


 


•                                           the Security Trustee has no obligations or liabilities under or in
connection with this notice.


 


44

















 


	
  For

  
	
  [Insert
  name of Chargor]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


The terms of
the notice set out above are confirmed by the Security Trustee.


 


	
  For

  
	
  [name
  of Security Trustee]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


TO:                             [name of Security Trustee]


 


We acknowledge
receipt of the notice set out above and consent to the Mortgage referred to
above and to the instructions contained in this notice.  We have received no notice of any right,
title or interest in connection with the Mortgaged Document, other than the
interests of the Security Trustee as contemplated by this notice.


 


	
  For

  
	
  [Third Party]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


45

















 


Comet Ridge Project


TOGA / TCSG Deed of Security


Signing page


 


	
  DATED: 

  	
  9 June

  	
   2004

  



 


 


Chargors


 


	
  SIGNED, SEALED AND

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  as attorney for TIPPERARY
  OIL &

  	
  )

  	
   

  	
   

  
	
  GAS (AUSTRALIA) PTY

  	
  )

  	
   

  	
   

  
	
  LIMITEDunder power of attorney

  	
  )

  	
   

  	
   

  
	
  dated

  	
  )

  	
   

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  	
   

  
	
  Signature of witness

  	
  )

  	
   

  	
  By executing this deed the attorney

  
	
   

  	
  )

  	
   

  	
  states that the attorney has received

  
	
   

  	
  )

  	
   

  	
  no notice of revocation of the power

  
	
  Name of witness (block letters)

  	
  )

  	
   

  	
  of attorney

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED by TIPPERARY OIL

  	
  )

  	
   

  	
   

  
	
  & GAS (AUSTRALIA) PTY

  	
  )

  	
   

  	
   

  
	
  LIMITED in accordance with section

  	
  )

  	
   

  	
   

  
	
  127(1) of the Corporations Act by

  	
  )

  	
   

  	
   

  
	
  authority of its directors:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  /s/ DAVID L. BRADSHAW

  	
  )

  	
   

  	
  /s/
  RICHARD A. BARBER

  	
   

  
	
  Signature of director

  	
  )

  	
   

  	
  Signature of director

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  DAVID BRADSHAW

  	
  )

  	
   

  	
  RICHARD
  BARBER

  	
   

  
	
  Name of director (block letters)

  	
  )

  	
   

  	
  Name of director/

  
	
   

  	
  )

  	
   

  	
  (block letters)

  
						



 


46

















 


	
  SIGNED, SEALED AND 

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
  )

  	
   

  	
   

  
	
  DAVID BRADSHAW

  	
  )

  	
   

  	
   

  
	
  as attorney for TIPPERARY
  CSG,

  	
  )

  	
   

  	
   

  
	
  Inc. under power of attorney

  	
  )

  	
   

  	
   

  
	
  dated    1
  June 2004

  	
  )

  	
   

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  /s/
  D. Padmore

  	
  )

  	
   

  	
  /s/ DAVID L. BRADSHAW

  	
   

  
	
  Signature of witness

  	
  )

  	
   

  	
  By executing this deed the attorney

  
	
   

  	
  )

  	
   

  	
  states that the attorney has received

  
	
  Deanne
  Elizabeth Padmore

  	
  )

  	
   

  	
  no notice of revocation of the power

  
	
  Name of witness (block letters)

  	
  )

  	
   

  	
  of attorney

  



 


 


	
  Security Trustee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
  )

  	
   

  	
   

  
	
  LEE
  SUTTON

  	
  )

  	
   

  	
   

  
	
  as attorney for ANZ
  FIDUCIARY

  	
  )

  	
   

  	
   

  
	
  SERVICES PTY LTD under power

  	
  )

  	
   

  	
   

  
	
  of attorney dated

  	
  )

  	
   

  	
   

  
	
  8
  June 2004

  	
  )

  	
   

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  /s/
  MARTIN JAMES

  	
  )

  	
   

  	
  /s/ LEE SUTTON

  	
   

  
	
  Signature of witness

  	
  )

  	
   

  	
  By executing this deed the attorney

  
	
   

  	
  )

  	
   

  	
  states that the attorney has received

  
	
  MARTIN
  JAMES

  	
  )

  	
   

  	
  no notice of revocation of the power

  
	
  Name of witness (block letters)

  	
  )

  	
   

  	
  of attorney

  



 


47