Exhibit10.6

    

    

      


    

    
      Form of Deed of access, insurance and indemnity

    

     

    
      
 

     

    

    Hunter Energy Limited ACN 624 824 791

     
     

    

    

     

    

    
      
        


      
        	
                 

              	
                 

              


      

    

    
     

    
      Table of contents

       

      

    

  

  
    
      	
              Parties

            	
              1

            
	 	 
	
              Background

            	
              1

            
	 	 
	
              Agreed terms

            	
              1

            
	 	 
	
              1

            	
              Definitions and interpretation

            	
              1

            
	 	
              1.1

            	
              Definitions

            	
              1

            
	 	
              1.2

            	
              Interpretation

            	
              4

            
	 	 	 	 
	
              2

            	
              Indemnity

            	
              4

            
	 	
              2.1

            	
              General indemnity

            	
              4

            
	 	
              2.2

            	
              Costs indemnity

            	
              4

            
	 	
              2.3

            	
              Indemnity irrevocable

            	
              5

            
	 	
              2.4

            	
              Extent of indemnity

            	
              5

            
	 	
              2.5

            	
              Future Liability

            	
              5

            
	 	
              2.6

            	
              Recovery under other insurance policies

            	
              5

            
	 	 	 	 
	
              3

            	
              Claim by director

            	
              5

            
	 	
              3.1

            	
              Notified Claims

            	
              5

            
	 	
              3.2

            	
              Recovery under other insurance policies

            	
              6

            
	 	
              3.3

            	
              Defence of legal action

            	
              6

            
	 	
              3.4

            	
              Obligations of the Company

            	
              6

            
	 	
              3.5

            	
              Obligations of the Director

            	
              6

            
	 	
              3.6

            	
              Reimbursement

            	
              7

            
	 	
              3.7

            	
              Settlement of Claims

            	
              7

            
	 	
              3.8

            	
              Failure to comply

            	
              7

            
	 	
              3.9

            	
              Legal representation

            	
              8

            
	 	
              3.10

            	
              Application of clauses 3.3 and 3.5

            	
              8

            
	 	 	 	 
	
              4

            	
              Advances and payments

            	
              8

            
	 	
              4.1

            	
              Payment when Director becomes liable

            	
              8

            
	 	
              4.2

            	
              Indemnity before expense incurred

            	
              8

            
	 	
              4.3

            	
              Advance defence costs

            	
              8

            
	 	
              4.4

            	
              Taxation

            	
              9

            
	 	
              4.5

            	
              Repayment

            	
              9

            
	 	 	 	 
	
              5

            	
              Insurance

            	
              9

            
	 	
              5.1

            	
              Obligation to insure

            	
              9

            
	 	
              5.2

            	
              Terms of the D&O Policy

            	
              10

            


      

      

      
        
          	
                  Deed of access, insurance and indemnity

                	i


        

        
          


        
          	
                   

                	
                   

                


        

      

      	 	
              5.3

            	
              Notice to Director

            	
              10

            
	 	
              5.4

            	
              Extension of insurance

            	
              10

            
	 	
              5.5

            	
              Copies of insurance policies

            	
              10

            
	 	
              5.6

            	
              Ceasing to maintain the D&O Policy

            	
              11

            
	 	 	 	 
	
              6

            	
              Access to Board Papers

            	
              11

            
	 	
              6.1

            	
              Obligation of company to keep records

            	
              11

            
	 	
              6.2

            	
              Right to inspect Board Papers

            	
              11

            
	 	
              6.3

            	
              Request for access to Board Papers

            	
              11

            
	 	
              6.4

            	
              Access for the Director

            	
              12

            
	 	
              6.5

            	
              Return of documents

            	
              12

            
	 	
              6.6

            	
              Privileged documents

            	
              12

            
	 	
              6.7

            	
              Group companies

            	
              12

            
	 	 	 	 
	
              7

            	
              Confidentiality

            	
              13

            
	 	
              7.1

            	
              Obligations of confidentiality

            	
              13

            
	 	
              7.2

            	
              Privilege

            	
              13

            
	 	 	 	 
	
              8

            	
              Company can act through its Subsidiaries

            	
              13

            
	 	 	 
	
              9

            	
              Held on trust

            	
              14

            
	 	 	 
	
              10

            	
              GST

            	
              14

            
	 	
              10.1

            	
              Definitions

            	
              14

            
	 	
              10.2

            	
              GST exclusive

            	
              14

            
	 	
              10.3

            	
              Taxable Supply

            	
              14

            
	 	
              10.4

            	
              Later GST change

            	
              14

            
	 	
              10.5

            	
              Reimbursement or indemnity

            	
              14

            
	 	
              10.6

            	
              Warranty that Tax Invoice is issued regarding a Taxable Supply

            	
              14

            
	 	
              10.7

            	
              Progressive or Periodic Supplies

            	
              14

            
	 	 	 	 
	
              11

            	
              General

            	
              15

            
	 	
              11.1

            	
              Amendments

            	
              15

            
	 	
              11.2

            	
              Assignment

            	
              15

            
	 	
              11.3

            	
              Counterparts

            	
              15

            
	 	
              11.4

            	
              No merger

            	
              15

            
	 	
              11.5

            	
              Entire agreement

            	
              15

            
	 	
              11.6

            	
              Further assurances

            	
              15

            
	 	
              11.7

            	
              No waiver

            	
              15

            
	 	
              11.8

            	
              Governing law and jurisdiction

            	
              15

            
	 	
              11.9

            	
              Severability

            	
              16

            
	 	
              11.10

            	
              Approval and consent

            	
              16

            
	 	
              11.11

            	
              Costs

            	
              16

            


      

      

      
        
          	
                  Deed of access, insurance and indemnity

                	ii


        

        
          


        
          	
                   

                	
                   

                


        

      

      	 	
              11.12

            	
              Relationship between the parties

            	
              16

            
	 	 	 	 
	
              12

            	
              Notice

            	
              16

            
	 	
              12.1

            	
              Method of giving notice

            	
              16

            
	 	
              12.2

            	
              When is notice given?

            	
              17

            
	 	
              12.3

            	
              Address for notices

            	
              17

            
	 	 	 	 
	
              Execution

            	
              18

            


       

    
    

    
      
        	
                Deed of access, insurance and indemnity

              	i


      

      
        


      
        	
                 

              	
                 

              


      

    

    
    Deed of access, insurance and indemnity

     

    Dated

     
      


     

    

    Parties

    	
            Company

          	
            Hunter Energy Limited ACN 624 824 791

             

            

            of

             

            

          
	
            Director

          	
            

            

             

            

          


     

    Background

    	A	
            The Director is a director of a Group Company.

          


     

    	B	
            The Company agrees to:

          


     

    	

          	(i)	
            indemnify the Director to the extent permitted by law against Liabilities and legal costs incurred by the Director in, or because of acting in, any Capacity;

          


     

    	

          	(ii)	
            maintain, and pay the premium on, a D&O Policy covering the Director;

          


     

    	

          	(iii)	
            maintain a copy of all Board Papers; and

          


     

    	

          	(iv)	
            give the Director access to and ensure each Group Company gives access to the Board Papers and other documents of each Group Company,

          


     

    during the time that the Director holds office and for a seven year period after the Director ceases to be an officer of the relevant Group Company, on the terms in this document.

    
      

      

      
        Agreed terms

      

       

      

    

    
      
        	

              	1	
                Definitions and interpretation

              


      

      
        


      	

            	1.1	
              Definitions

            


       

      In this document:

      

      

      	
              Term

            	
              Definition

            
	
              Authorised Person

            	
              means any person authorised in writing by the Director and approved by the Company.

               

              

            
	
              Board

            	
              means:

              (a)          the board of directors of the Company;

               

                

              (b)          any committee of the board of directors of the
                  Company; or

               

                

              (c)          the board of directors of any Group Company
                  that, at any time, includes the Director.

               

                

            


    

    

    

    
      
        	
                Deed of access, insurance and indemnity

              	1


      

      
        


      
        	
                 

              	
                 

              


      

    

    
      
        

        

      

    

    
      	
              Board Papers

            	
              means all documents recording or giving information for the Board, brought into existence or available to the Director while the Director held office.

               

              

            
	
              Books

            	
              has the meaning given to that term in section 9 Corporations Act.

               

              

            
	
              Business Day

            	
              means a day that is not a Saturday, Sunday or public holiday in New South Wales.

                

              

            
	
              Business Hours

            	
              means from 9.00am to 5.00pm (Sydney time) on a Business Day.

               

              

            
	
              Capacity

            	
              means the capacity of the Director in a Group Company, including as a director and officer of a Group Company.

                

              

            
	
              Claim

            	
              means:

              (a)          any:

              (i)          legal proceeding (whether civil or criminal),
                  administrative proceeding, arbitral proceeding, mediation or other form of alternative dispute resolution (whether or not held in conjunction with any legal, administrative or arbitral proceeding); or

               

                

              (ii)          investigation or inquiry by any Government
                  Agency or External Administrator,

               

                

              about or arising out of any actual or alleged act or omission of the Director in any Capacity; or

               

              

              (b)          any written or oral threat, complaint, demand
                  or other circumstance that might reasonably cause the Director to believe that any  proceedings, investigation or inquiry referred to in paragraph (a) above will be initiated.

               

                

            
	
              Corporations Act

            	
              means Corporations Act 2001 (Cth).

               

              

            
	
              D&O Policy

            	
              means a contract or contracts:

               

              

              (a)          insuring against Liabilities incurred by a
                  person in the person’s capacity as director or officer of any Group Company; or

               

                

              (b)          allowing the Company to obtain reimbursement
                  for claims paid by it to a director or officer of any Group Company under an 

                             indemnity.

               

                

            
	
              External Administrator

            	
              means any liquidator, provisional liquidator, external controller or administrator.

               

              

            
	
              Government Agency

            	
              means:

              (a)          a government or government department or other
                  body;

                  

                

              (b)          a governmental, semi-governmental or judicial
                  person; or

               

                

              (c)          a person (whether autonomous or not) who is
                  charged with the administration of a law.

               

                

            


    

     

    
      
        	
                Deed of access, insurance and indemnity

              	2


      

      
        


      
        	
                 

              	
                 

              


      

    

    

    

    

    
      	
              Group Company

            	 	
              means the Company and each of its Subsidiaries.

               

              

            
	
              GST

            	 	
              has the meaning given to that term in the GST Act.

               

              

            
	
              GST Act

            	 	
              means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

               

              

            
	
              Information

            	 	
              means information about a transaction of the Company, a Board Paper or a discussion at a meeting of a Group Company.

               

              

            
	
              Liabilities

            	 	
              means all liabilities, losses, claims, action, suit, demand, proceedings, notice, litigation, investigation, judgment, damages, outgoings, costs or expenses of any description
                (including penalties, fines and interest) whether based in contract, tort (including negligence) or otherwise under statute, and whether present, anticipated, contingent or prospective, and including those the amount of which for the time
                being is not ascertained or ascertainable.

               

              

            
	
              Notified Claim

            	 	
              means a Claim for which the Director has given notice to the Company under clause 3.1.

               

              

            
	
              Objection Notice

            	 	
              has the meaning set out in clause 3.7(a).

               

              

            
	
              Permitted Purpose

            	 	
              has the meaning set out in clause 6.2.

               

              

            
	
              Privileged Document

            	 	
              means Books or Board Papers to which any form of legal privilege applies.

               

              

            
	
              Progressive or Periodic Supply

            	 	
              means a Taxable Supply that satisfies the requirements of section 156-5 GST Act.

               

              

            
	
              Related Body Corporate

            	 	
              has the meaning given to that term by section 9 Corporations Act.

               

              

            
	
              Relevant Costs

            	 	
              has the meaning set out in clause 4.5(a).

               

              

            
	
              Relevant Period

            	 	
              means the period:

              (a)          beginning on the date of this document; and

               

                

              (b)          ending on the seventh anniversary of the date
                  on which the Director has ceased to be an officer of a Group Company.

               

                

            
	
              Requested Documents

            	 	
              has the meaning set out in clause 6.3(b).

               

              

            
	
              Settlement Notice

            	 	
              has the meaning set out in clause 3.7(a).

               

              

            
	
              Subsidiary

            	 	
              has the meaning given to that term by section 9 Corporations Act.

                

              

            
	
              Supplier

            	 	
              means the entity making the Supply.

               

              

            
	
              Tax

            	 	
              includes any tax, levy, duty, charge, impost, fee, deduction and withholding however it is described, that is assessed, levied, collected or imposed by law or by a government agency,
                together with any related interest penalty, fine or other charge, or other amount imposed in respect of any of the above.

               

              

            
	
              Third Party

            	 	
              has the meaning set out in clause 9.

            


    

    
      
        	
                Deed of access, insurance and indemnity

              	3


      

      
        


      
        	
                 

              	
                 

              


      

    

    	1.2	
            Interpretation

          


     

    In this document:

     

    	

          	(a)	
            a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules or annexures;

          


     

    	

          	(b)	
            a reference to a party to this document or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;

          


     

    	

          	(c)	
            if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

          


     

    	

          	(d)	
            a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;

          


     

    	

          	(e)	
            a reference to this document includes the agreement recorded by this document;

          


     

    	

          	(f)	
            a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

          


     

    	

          	(g)	
            if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day;

          


     

    	

          	(h)	
            a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;

          


     

    	

          	(i)	
            a reference to ‘month’ means calendar month; and

          


     

    	

          	(j)	
            the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included.

          


    
      

      

       

      	2	
              Indemnity

            


    

    
      


     

    

    	2.1	
            General indemnity

          


     

    Subject to:

     

    	

          	(a)	
            clauses 2.4, 2.5, 2.6 and 8; and

          


     

    	

          	(b)	
            the prohibitions in section 199A Corporations Act,

          


     

    the Company indemnifies the Director to the extent permitted by law against all Liabilities (other than legal costs referred to in clause 2.2) incurred by the Director acting in any Capacity.

     

    	2.2	
            Costs indemnity

          


     

    Subject to:

     

    	

          	(a)	
            clauses 2.4, 2.5, 2.6 and 8; and

          


    

    

    
      
        	
                Deed of access, insurance and indemnity

              	4


      

      
        


      
        	
                 

              	
                 

              


      

    

    	

          	(b)	
            the prohibitions in section 199A Corporations Act,

          


     

    the Company indemnifies the Director to the extent permitted by law against all legal costs:

     

    	

          	(c)	
            incurred by the Director in defending or resisting (or otherwise in or for) an action against the Director acting in any Capacity; or

          


     

    	

          	(d)	
            for a Liability incurred or allegedly incurred by the Director acting in any Capacity.

          


     

    	2.3	
            Indemnity irrevocable

          


     

    Subject to clauses 2.5 and 2.6, the indemnity in clauses 2.1 and 2.2 is irrevocable and unconditional.

     

    	2.4	
            Extent of indemnity

          


     

    Subject to clauses 2.5 and 2.6, the indemnity in clauses 2.1 and 2.2 has effect for acts or omissions (and alleged acts and omissions) of the Director from the date that the Director became an officer of a Group
      Company (whether that date is before or after the date of this document), and despite the:

     

    	

          	(a)	
            Director ceasing to be an officer of a Group Company before:

          


     

    	

          	(i)	
            a claim is made by the Director under this document; or

          


     

    	

          	(ii)	
            the Director incurs the Liability or costs for which the Director makes a claim under clause 2;

          


     

    	

          	(b)	
            settlement of any dispute between the Director and a Group Company or a third party (including any dispute about whether costs claimed by the Director are reasonable); or

          


     

    	

          	(c)	
            inability of the Company or any other director to recover under the D&O Policy for any reason.

          


     

    	2.5	
            Future Liability

          


     

    The Company may terminate the indemnity for future Liability at any time by giving written notice to the Director of that termination.  Termination of the indemnity under clause 2 does not affect the Company’s
      obligations under this document to the date of the notice.

     

    	2.6	
            Recovery under other insurance policies

          


     

    The indemnity has effect for any Liability or legal costs incurred by the Director in any Capacity only if, and to the extent that, the Director is not indemnified against that Liability or those legal costs by any
      insurance policy other than the D&O Policy maintained under clause 5.1.

     

    

    
      	3	
              Claim by director

            


    

    
      


     

    

    	3.1	
            Notified Claims

          


     

    As soon as reasonably practicable after the Director becomes aware of any circumstances that could reasonably be expected to give rise to a claim by the Director under this document, the Director must give to the
      Company notice in writing of that Claim.

     

    

    
      
        	
                Deed of access, insurance and indemnity

              	5


      

      
        


      
        	
                 

              	
                 

              


      

    

    	3.2	
            Recovery under other insurance policies

          


     

    If the Director makes a Notified Claim, the Director must first seek to recover under any insurance policy other than the D&O Policy for that Notified Claim.

     

    	3.3	
            Defence of legal action

          


     

    Subject to clauses 3.8 and 3.10, if the Company acknowledges it must indemnify the Director for a Notified Claim, the Company may, or may allow its insurers to:

     

    	

          	(a)	
            conduct the defence of the Notified Claim under its sole management, control and cost;

          


     

    	

          	(b)	
            start legal proceedings, including any cross claim or counter claim, in the name of the Director as part of that defence; and

          


     

    	

          	(c)	
            subject to clause 3.7, settle or compromise the Notified Claim.

          


     

    	3.4	
            Obligations of the Company

          


     

    If the Company takes any action under clause 3.3, it must, or must get its insurers to:

     

    	

          	(a)	
            notify the Director as soon as reasonably practicable of the intention to take action under clause 3.3, setting out the action that the Company or its insurers proposes to take;

          


     

    	

          	(b)	
            retain a lawyer to act for both the Company and the Director;

          


     

    	

          	(c)	
            instruct the lawyer to ensure that legal professional privilege attaches to any documents produced about the Notified Claim for the benefit of the Company and the Director;

          


     

    	

          	(d)	
            keep the Director fully and progressively informed;

          


     

    	

          	(e)	
            regularly consult with the Director;

          


     

    	

          	(f)	
            not unnecessarily injure the reputation of the Director; and

          


     

    	

          	(g)	
            pay the costs of the action the subject of the Notified Claim as they arise, including giving security for costs where ordered.

          


     

    	3.5	
            Obligations of the Director

          


     

    Subject to clauses 3.8 and 3.10, if there is a Notified Claim, the Director must:

     

    	

          	(a)	
            take reasonable steps to mitigate the Director’s losses for that Notified Claim;

          


     

    	

          	(b)	
            give reasonable assistance and cooperation (including giving the Company documents, records, authorities or directions) when reasonably requested by the Company (or its insurers);

          


     

    	

          	(c)	
            do anything reasonably necessary or desirable to enable the Company to be subrogated to and enjoy the benefits of the Director’s rights to any cross-claims or any claims against any third party;

          


     

    	

          	(d)	
            if subrogation of the Director’s rights does not happen under clause 3.5(c):

          


     

    	

          	(i)	
            the Director must take all action, upon reasonable request by the Company, to pursue any Claim;

          


    

    

    
      
        	
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          	(ii)	
            the Company must pay the legal costs of that Claim and otherwise indemnify the Director against any Liability because of that Claim; and

          


     

    	

          	(iii)	
            the Director must account to the Company for any damages recovered (to a maximum amount equivalent to the indemnity payment made to the Director under clause 2);

          


     

    	

          	(e)	
            not admit any Liability for, settle or compromise the Notified Claim without the prior written consent of the Company (or its insurers); and

          


     

    	

          	(f)	
            keep the Company (or its insurers) fully informed of the status and conduct of that Notified Claim if the Company or its insurers have not assumed conduct of the Notified Claim under clause 3.3.

          


     

    	3.6	
            Reimbursement

          


     

    Except as prohibited by law and subject to clause 8, the Company must reimburse the Director for actual costs and expenses reasonably incurred by the Director in taking action or giving assistance or information at
      the request, or under the direction, of the Company under clause 3.5.

     

    	3.7	
            Settlement of Claims

          


     

    	

          	(a)	
            Before the Company or its insurers settle or compromise a Notified Claim, the Company must, or must get its insurers to, give written notice to the Director (Settlement Notice) setting out:

          


     

    	

          	(i)	
            the intention to settle or compromise the Claim;

          


     

    	

          	(ii)	
            the terms of the proposed settlement or compromise; and

          


     

    	

          	(iii)	
            a reasonable period during which the Director may give notice to the Company setting out the Director’s intention to assume conduct of the Claim (Objection Notice).

          


     

    	

          	(b)	
            If the Director gives an Objection Notice to the Company within the period set out under clause 3.7(a) the Company must, or must get its insurers to, relinquish to the Director control of the conduct of the Notified Claim to the extent
              that it is about the Director.

          


     

    	

          	(c)	
            If the Director assumes conduct of a Notified Claim under clause 3.7(b), the Liability of the Company for the Notified Claim is limited to the total of:

          


     

    	

          	(i)	
            the amount for which the Notified Claim could have been compromised or settled at the time the Settlement Notice was given to the Director; and

          


     

    	

          	(ii)	
            the costs and expenses reasonably incurred by the Director up until that time.

          


     

    	3.8	
            Failure to comply

          


     

    Despite the indemnity in this document, if the Company is materially prejudiced in a Notified Claim because the Director fails to comply with its obligations under clause 3.5 , the Company is not required to indemnify
      the Director for that Notified Claim.

     

    

    
      
        	
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              	7


      

      
        


      
        	
                 

              	
                 

              


      

    

    	3.9	
            Legal representation

          


     

    The Director may engage separate legal or other representation for a Notified Claim.  The Company must pay expenses incurred by the Director if they are:

     

    	

          	(a)	
            incurred before the Company or its insurers assume conduct of the Notified Claim;

          


     

    	

          	(b)	
            incurred with the prior written consent of the Company; or

          


     

    	

          	(c)	
            reasonable and are incurred where there is a reasonable likelihood that the interests of the Director and the Company would conflict if the same lawyer acted for both the Company and the Director.

          


     

    	3.10	
            Application of clauses 3.3 and 3.5

          


     

    	

          	(a)	
            Nothing in clauses 3.3 or 3.5 allows the Company, or requires the Director, to take any action (including giving any consent) for a Notified Claim that would be likely to cause significant harm to the reputation of the Director except
              where the Company considers in good faith and on reasonable grounds that the interests of the Company or the conduct of that Claim would be materially prejudiced unless the Company or the Director takes that action.

          


     

    	

          	(b)	
            Clauses 3.3 and 3.5 do not apply if:

          


     

    	

          	(i)	
            the Notified Claim arises from a claim by the Company or a Related Body Corporate of the Company against the Director; or

          


     

    	

          	(ii)	
            both the Director and any one or more of the Company and its Related Bodies Corporate are defendants or respondents to a Claim and, in the reasonable opinion of the Director, there is an actual or potential conflict of interest between the
              Director and any one or more of the Company and the relevant Related Bodies Corporate of the Company in the conduct of the Claim.

          


    
        

      	4	
              Advances and payments

            


    

    
      


     

    

    	4.1	
            Payment when Director becomes liable

          


     

    Subject to clause 8, any money payable by the Company to the Director under this document must be paid within ten Business Days after the Director gives satisfactory evidence to the Company that the Director is
      entitled to be indemnified under this document for that amount.

     

    	4.2	
            Indemnity before expense incurred

          


     

    Despite any other provision of this document, it is not necessary for the Director to make any payment before enforcing the Director’s rights under this document.

     

    	4.3	
            Advance defence costs

          


     

    	

          	(a)	
            Subject to clauses 4.5 and 8, the Company must advance to the Director any legal costs reasonably incurred or expected to be incurred by the Director in defending an action for a Liability incurred or allegedly incurred by the Director in
              any Capacity, within five Business Days after the Director gives the Company invoices or other relevant evidence of the costs incurred.

          


    
      
        	
                Deed of access, insurance and indemnity

              	8


      

      
        


      
        	
                 

              	
                 

              


      

    

    	

          	(b)	
            Funds may be advanced under clause 4.3(a):

          


     

    	

          	(i)	
            on terms which the Company considers to be reasonable; and

          


     

    	

          	(ii)	
            unsecured and free of interest unless the Director ceases to be entitled to be indemnified under this document in which case simple interest may be charged on the funds advanced at the rate of 2% per annum on the amount, from the time the
              Director ceases to be entitled to be indemnified until the funds advanced are paid in full.

          


     

    	4.4	
            Taxation

          


     

    Subject to clause 8, if a Government Agency imposes any Tax on a sum paid to the Director under this document, the Company must pay to the Director an additional amount to ensure that the total amount paid, less any
      Tax imposed on the total amount, is equal to the amount that would otherwise be payable under this document.

     

    	4.5	
            Repayment

          


     

    	

          	(a)	
            If the Company or any of its Related Bodies Corporate advances money to the Director under clause 4.3 or otherwise pays or reimburses the Director (or any other person) for costs under this document (Relevant

                Costs) and upon the final adjudication of the Claim the Relevant Costs become costs for which the Director is not entitled to be indemnified under this document, the Director must repay the amount and any interest accrued under
              clause 4.3(b) to the Company or its relevant Related Body Corporate within 60 Business Days after a written request by the Company.

          


     

    	

          	(b)	
            If the Director receives payment for some or all of the Relevant Costs under:

          


     

    	

          	(i)	
            the D&O Policy or any other insurance policy; or

          


     

    	

          	(ii)	
            an indemnity given by a Related Body Corporate of the Company,

          


     

    the Director must, within ten Business Days after receiving payment under the relevant insurance policy or indemnity, pay to the Company an amount equal to the amount recovered by the Director under the insurance
      policy or indemnity for the Relevant Costs.

    
      

      

      	5	
              Insurance

            


    

    
      


     

    

    	5.1	
            Obligation to insure

          


     

    To the extent permitted by law, and if available in the market at a cost that is not unfairly prejudicial to the Company, the Company must:

     

    	

          	(a)	
            at all times during the Relevant Period, maintain and pay the premium on a D&O Policy that complies with clause 5.2; or

          


     

    	

          	(b)	
            ensure that, at all times during the Relevant Period, a Related Body Corporate of the Company maintains and pays the premium on a D&O Policy that complies with clause 5.2.

          


    

    

    
      
        	
                Deed of access, insurance and indemnity

              	9


      

      
        


      
        	
                 

              	
                 

              


      

    

    	5.2	
            Terms of the D&O Policy

          


     

    The D&O Policy must:

     

    	

          	(a)	
            cover (at least to the extent required by clause 5.2(b)) Liabilities incurred by the Director and the Company under this document for, or arising out of, actual or alleged acts or omissions of the Director that happened while the Director
              was an officer of a Group Company;

          


     

    	

          	(b)	
            be for an amount and on terms (including insuring clauses, exclusions and excess amounts) that are appropriate and available in the market for companies with a similar market capitalization, financial status and size and nature of
              operations to that of the Company;

          


     

    	

          	(c)	
            without limiting clause 5.2(b), at all times be on terms that, taken as a whole, are not materially less favourable to the Director than the terms of any directors’ and officers’ insurance policy taken out or made available at the same
              time by the Company for any other director or former director of the Company; and

          


     

    	

          	(d)	
            not insure the Director against a Liability (other than for legal costs) arising out of:

          


     

    	

          	(i)	
            conduct involving a wilful breach of duty to the Company or a Group Company; or

          


     

    	

          	(ii)	
            a contravention of sections 182 or 183 Corporations Act.

          


     

    	5.3	
            Notice to Director

          


     

    The Company must notify the Director immediately if the Company becomes aware that:

     

    	

          	(a)	
            the D&O Policy required under clause 5.1 has been cancelled or not renewed;

          


     

    	

          	(b)	
            there is a material diminution in the terms of the D&O Policy maintained under clause 5.1 for the Director; or

          


     

    	

          	(c)	
            the Company ceases to maintain a D&O Policy under clause 5.6.

          


     

    	5.4	
            Extension of insurance

          


     

    Before the end of the Relevant Period, the Director may, by written notice to the Company, request that the Company continues to maintain and pay the premium on the D&O Policy required under clause 5.1 for a
      longer period than the Relevant Period if the Director:

     

    	

          	(a)	
            reimburses the Company for premiums payable for the period after the end of the Relevant Period; and

          


     

    	

          	(b)	
            indemnifies the Company against any reasonable costs associated with maintaining the D&O Policy for the Director after the end of the Relevant Period.

          


     

    	5.5	
            Copies of insurance policies

          


     

    At the request of the Director, the Company must give the Director a copy of the:

     

    	

          	(a)	
            policy of insurance; and

          


     

    	

          	(b)	
            certificate of insurance,

          


    

    

    
      for the D&O Policy maintained under clause 5.1 at the time of the request, except if that disclosure would involve a breach of the terms and conditions of the policy.

    

    
      
        	
                Deed of access, insurance and indemnity

              	10


      

      
        


      
        	
                 

              	
                 

              


      

    

    

    	5.6	
            Ceasing to maintain the D&O Policy

          


     

    The Company may cease to maintain the D&O Policy maintained under clause 5.1 if the Company reasonably considers that:

     

    	

          	(a)	
            the relevant coverage is no longer available; or

          


     

    	

          	(b)	
            the costs of maintaining the policy, whether generally or for a particular officer of the Company, are so prohibitive that it is no longer in the interests of the Company to maintain the policy.

          


    
      

      

       

      	6	
              Access to Board Papers

            


    

    
      


     

    

    	6.1	
            Obligation of company to keep records

          


     

    The Company must keep and must ensure that each Group Company keeps at least one set of Board Papers in a systematic manner, safe and secure from damage, for the Relevant Period and for a longer period if any of the
      Board Papers are relevant to any Claim notified to the Company by the Director that has not been concluded during the Relevant Period.

     

    	6.2	
            Right to inspect Board Papers

          


     

    The Company must allow, and procure that each Group Company allows, the Director to inspect and copy the Board Papers of any Group Company during the Relevant Period and during Business Hours for any of the following
      purposes (Permitted Purposes):

     

    	

          	(a)	
            for a Claim begun or arising during the Relevant Period:

          


     

    	

          	(i)	
            to which the Director is subject or is a party;

          


     

    	

          	(ii)	
            that the Director is directly involved in;

          


     

    	

          	(iii)	
            that the Director proposes to bring in good faith; or

          


     

    	

          	(iv)	
            that the Director reasonably believes will be brought against the Director;

          


     

    	

          	(b)	
            to discharge the Director’s duties as an officer of a Group Company; or

          


     

    	

          	(c)	
            any other purpose for which the Company gives its written consent, which may be given conditionally or unconditionally or withheld by the Company in its absolute discretion.

          


     

    	6.3	
            Request for access to Board Papers

          


     

    Subject to clause 6.1, the Director (or any Authorised Person) may ask the Company for access to Board Papers and Books of a Group Company:

     

    	

          	(a)	
            in writing;

          


     

    	

          	(b)	
            including particulars of the Board Papers or Books required by the Director (Requested Documents); and

          


     

    	

          	(c)	
            setting out a Permitted Purpose for which the Requested Documents are required.

          


    

    

  

  
    
      	
              Deed of access, insurance and indemnity

            	11


    

    
      


    
      	
               

            	
               

            


    

  

  
    	6.4	
            Access for the Director

          


     

    On receiving a valid request for access to Board Papers or Books under clause 6.3, the relevant Group Company must give the Director or any Authorised Person access to the Requested Documents and must make them
      available for inspection and copying free of charge within seven Business Days after receiving the request.

     

    	6.5	
            Return of documents

          


     

    The Director must return any Board Papers, Books and any copies of those documents obtained under clause 6.2, and all copies made of those documents, to the company secretary of
      the relevant Group Company as soon as possible after they are no longer required for a Permitted Purpose.

     

    	6.6	
            Privileged documents

          


     

    	

          	(a)	
            If the Director requests access to a Board Paper or Book which is or refers to a Privileged Document, the Company must notify the Director that privilege exists, and of the general nature of acts and omissions that could cause that
              privilege to be waived or lost.

          


     

    	

          	(b)	
            The Director must not waive any privilege of a Group Company nor do or omit to do anything that will cause that legal privilege to be waived or lost, without the prior consent of the Company.

          


     

    	

          	(c)	
            If giving the Director access to a Privileged Document would, in the reasonable opinion of the Company, jeopardise the ability of a Group Company to claim legal privilege in a Privileged Document and materially prejudice a Group Company,
              then the Company may:

          


     

    	

          	(i)	
            impose conditions on the Director’s access to the Privileged Document it reasonably considers appropriate to ensure that the ability of the Company to claim legal privilege in that Privileged Document is not jeopardised by the access; or

          


     

    	

          	(ii)	
            if the Company considers in good faith and acting reasonably that it is not possible to ensure, by imposing conditions, that the ability of the Company to claim legal privilege in that Privileged Document would not be jeopardised by the
              access, refuse to allow the Director access to that Privileged Document.

          


     

    	

          	(d)	
            The Company and the Director acknowledge that a Group Company allowing the Director access to a Privileged Document does not amount to any express or implied waiver by the Group Company of its claim to legal professional privilege against
              persons other than the Director.

          


     

    	

          	(e)	
            In exercising their rights under clause 6.6, both the Company and Director must have regard to the legitimate interests of the other and must act reasonably.

          


     

    	6.7	
            Group companies

          


     

    The Company must ensure that each Group Company performs the same obligations as the Company in clause 6 as if the Group Company was a party to this document.

    
      
        	
                Deed of access, insurance and indemnity

              	12


      

      
        


      
        	
                 

              	
                 

              


      

    

    
      	7	
              Confidentiality

            


    

    
      


     

    

    	7.1	
            Obligations of confidentiality

          


     

    Without limiting the Director’s duties as a director of any Group Company, the Director (both during the period in which the Director is a director of a Group Company and after the Director ceases to be a director of
      a Group Company) must only use Information for a Permitted Purpose, and must keep all Information confidential unless:

     

    	

          	(a)	
            the Information is or comes into the public domain (other than as a result of a breach by the Director of this document);

          


     

    	

          	(b)	
            disclosure of the Information is required by law;

          


     

    	

          	(c)	
            subject to clause 7.2, disclosure of the Information is:

          


     

    	

          	(i)	
            reasonably necessary for a Permitted Purpose; or

          


     

    	

          	(ii)	
            made in confidence to the legal, financial or taxation advisers of the Director;

          


     

    	

          	(d)	
            disclosure of the Information is reasonably necessary for the discharge of the duties of the Director as an officer of a Group Company; or

          


     

    	

          	(e)	
            a Group Company has given its prior written consent to the disclosure of the Information, which may be given conditionally or unconditionally or withheld by the Company in its absolute discretion.

          


     

    	7.2	
            Privilege

          


     

    For the purposes of clause 7.1(c), the Director is required to keep Information confidential unless:

     

    	

          	(a)	
            a Group Company does not have the right to claim legal privilege in some or all of that Information;

          


     

    	

          	(b)	
            the proposed disclosure of the Information could not reasonably be expected to jeopardise a Group Company’s ability to claim legal privilege in some or all of that Information; or

          


     

    	

          	(c)	
            a Group Company has the right to claim legal privilege in all or any of that Information (if any) and has waived its right to claim that legal privilege to the extent required under clause 6.6, and disclosure of the Information will not
              cause a Group Company’s right to claim legal privilege in any other Information or documents to be waived.

          


     

    
      	8	
              Company can act through its Subsidiaries

            


    

    
      


     

    

    The parties agree that if, at any time, the Company is required to make a payment, satisfy an obligation or do any other thing under this document, the Company may make that payment, satisfy that obligation or do that
      other thing itself or otherwise get one of its Subsidiaries to do so.

     

    

    
      
        	
                Deed of access, insurance and indemnity

              	13


      

      
        


      
        	
                 

              	
                 

              


      

    

    
      	9	
              Held on trust

            


    

    
      


     

    

    If a provision of this document is expressed to be for the benefit of a person that is not a party to this document such as a Group Company (Third Party), the party to this
      document that receives that promise does so not only in its own capacity but also as trustee for the Third Party.

    
      

      

      	10	
              GST

            


    

    
      


     

    

    	10.1	
            Definitions

          


     

    Any terms capitalised in clause 10 and not already defined in clause 1.1 have the same meaning given to those terms in the GST Act.

     

    	10.2	
            GST exclusive

          


     

    Except under clause 10, the consideration for a Supply made under or in connection with this document does not include GST.

     

    	10.3	
            Taxable Supply

          


     

    If a Supply made under or in connection with this document is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:

     

    	

          	(a)	
            the Recipient must pay the Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this document for that Supply; and

          


     

    	

          	(b)	
            the Supplier must give the Recipient a Tax Invoice for the Supply.

          


     

    	10.4	
            Later GST change

          


     

    For clarity, the GST payable under clause 10.3 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.

     

    	10.5	
            Reimbursement or indemnity

          


     

    If either party has the right under this document to be reimbursed or indemnified by another party for a cost incurred in connection with this document, that reimbursement or indemnity excludes any GST component of
      that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).

     

    	10.6	
            Warranty that Tax Invoice is issued regarding a Taxable Supply

          


     

    Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian
      Taxation Office.

     

    	10.7	
            Progressive or Periodic Supplies

          


     

    Where a Supply made under or in connection with this document is a Progressive or Periodic Supply, clause 10.3 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

    
      
        	
                Deed of access, insurance and indemnity

              	14


      

      
        


      
        	
                 

              	
                 

              


      

    

    
      	11	
              General

            


    

    
      


     

    

    	11.1	
            Amendments

          


     

    This document may only be amended by written agreement between all parties.

     

    	11.2	
            Assignment

          


     

    A party may only assign this document or a right under this document with the written consent of the other party.

     

    	11.3	
            Counterparts

          


     

    This document may be signed in any number of counterparts.  All counterparts together make one instrument.

     

    	11.4	
            No merger

          


     

    The rights and obligations of the parties under this document do not merge on completion of any transaction contemplated by this document.

     

    	11.5	
            Entire agreement

          


     

    	

          	(a)	
            This document supersedes all previous agreements about its subject matter.  This document embodies the entire agreement between the parties.

          


     

    	

          	(b)	
            To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in this document.

          


     

    	

          	(c)	
            Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into this document.

          


     

    	11.6	
            Further assurances

          


     

    Each party must do all things reasonably necessary to give effect to this document and the transactions contemplated by it.

     

    	11.7	
            No waiver

          


     

    	

          	(a)	
            The failure of a party to require full or partial performance of a provision of this document does not affect the right of that party to require performance subsequently.

          


     

    	

          	(b)	
            A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

          


     

    	

          	(c)	
            A right under this document may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

          


     

    	11.8	
            Governing law and jurisdiction

          


     

    	

          	(a)	
            New South Wales law governs this document.

          


    
      
        	
                Deed of access, insurance and indemnity

              	15


      

      
        


      
        	
                 

              	
                 

              


      

    

    	

          	(b)	
            Each party irrevocably submits to the non-exclusive jurisdiction of the New South Wales courts and courts competent to hear appeals from those courts.

          


     

    	11.9	
            Severability

          


     

    A clause or part of a clause of this document that is illegal or unenforceable may be severed from this document and the remaining clauses or parts of the clause of this document continue in force.

     
      	11.10	
              Approval and consent

            


    

     

    Where under this document the doing of any thing by a party is dependent on the consent or approval of another party, that consent or approval may not be unreasonably withheld nor unduly delayed, unless expressly
      provided otherwise.

     

      	11.11	
              Costs

            


    

     

    

    	

          	(a)	
            Each party bears its own costs in relation to the preparation and signing of this document.

          


     

    	

          	(b)	
            Unless otherwise provided in this document, the Company pays all stamp duty and other taxes of a similar nature (including fines, penalties and interest) on this document and on any instrument or other document signed to give effect to
              this document.

          


     

    
      	11.12	
              Relationship between the parties

            


    

     

    

    Unless expressly stated otherwise, this document does not create a relationship of employment, trust, agency or partnership between the parties.

    
      

      

      	12	
              Notice

            


    

    
      


     

    

    	12.1	
            Method of giving notice

          


     

    A notice, consent or communication under this document is only effective if it is:

     

    	

          	(a)	
            in writing, signed by or on behalf of the person giving it;

          


     

    	

          	(b)	
            addressed to the person to whom it is to be given; and

          


     

    	

          	(c)	
            given as follows:

          


     

    	

          	(i)	
            delivered by hand to that person’s address;

          


     

    	

          	(ii)	
            sent to that person’s address by prepaid mail or by prepaid airmail, if the address is overseas; or

          


     

    	

          	(iii)	
            sent by email to that person’s email address unless the sender receives a computer generated report that the email was not successfully sent, within two hours after the email being sent.

          


    
      
        	
                Deed of access, insurance and indemnity

              	16


      

      
        


      
        	
                 

              	
                 

              


      

    

    	12.2	
            When is notice given?

          


     

    A notice, consent or communication given under clause 12.1(a) is given and received on the corresponding day set out in the table below.  The time expressed in the table is the local time in the place of receipt.

    

    

    
      	
              If a notice is

            	
              It is given and received on

            
	
              Delivered by hand or sent by email

            	
              (a)

              

            	
              that day, if delivered or sent by 5.00pm on a Business Day; or

            
	
               

            	
              (b)

              

            	
              the next Business Day, in any other case.

            
	
              Sent by post

            	
              (a)

              

            	
              three Business Days after posting, if sent within Australia; or

            
	
               

            	
              (b) 

              

            	
              seven Business Days after posting, if sent to or from a place outside Australia.

            


    

     

    	12.3	
            Address for notices

          


     

    A person’s address and email address are those set out below, or as the person notifies the sender:

    

    

    
      	
              Name

            	
                Director

               

              

            
	
              Attention

            	
              

              

               

              

            
	
              Address

            	
              

              

               

              

            
	
              Email address 

              

            	
              

              

               

              

            


    

    

    

    
      
        	
                Name

              	
                  Company

                 

                

              
	
                Attention

              	
                

                

                 

                

              
	
                Address

              	
                  Level 33, 52 Martin Place, Sydney, NSW 2000

                 

                

              
	
                Email address 

                

              	
                

                

                 

                

              


      

    

    

       

      

    

    

       

      

    

    

       

      

    

    

       

      

    

    

      

    

    
      
        	
                Deed of access, insurance and indemnity

              	17


      

      
        


      
        	
                 

              	
                 

              


      

    

    Execution

     

    EXECUTED as a deed

     

    	
            Signed sealed and delivered

          	 	 
	
            by             in the presence of:

          	 	 	 
	 	 	
            ⮙

          	
            Signature of              

          
	 	 	 	 
	
            ⮙

          	
            Signature of witness

          	 	 
	 	 	 	 
	 	 	 	 
	
            ⮙

          	
            Name of witness (print)

          	 	 


    

    

    	
            Signed sealed and delivered

          	 	 
	
            by

            Hunter Energy Limited ACN 624 824 791 by:

          	 	 
	 	 
	 	 	 	 	 
	 	 	 	 	 
	
            ⮙      

            

             

            

          	Director	 	
            ⮙

          	
            Director/Secretary

          
	 	 	 	 	 
	 	 	 	 	 
	
            ⮙     

            

          	Full name of Director	 	
            ⮙

          	
            Full name of Director/Secretary

          


     

     

    

    
      
        	
                Deed of access, insurance and indemnity

              	18