Security
      Trust Deed

    Samson
      Security Trust

     

    Each
      Initial Beneficiary listed in Schedule 1

     

    Each
      Initial Security Provider listed in Schedule 2

     

    and

     

    Macquarie
      Bank Limited

    ABN
      46
      008 583 542

    
       
 

     

    
      

       

    

     

    
      MLC
        Centre Martin
        Place Sydney New
        South
        Wales 2000 Australia

      Telephone
        +61
        2
        9225 5000
        Facsimile +61
        2
        9322 4000

      www.freehills.com
        DX
361
        Sydney

       

      SYDNEY
        MELBOURNE PERTH BRISBANE SINGAPORE

      Correspondent
        Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR

       

      Reference
        

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Samson
        Oil and Gas Security Trust Deed


    

     

      
        

      

    

    Table
      of contents

     

    
      
        	
                Clause

              	 	
              	 	
                page

              
	 	 	 	 	 
	
                1

              	 Definitions
                and interpretation	 	
                1

              
	
                 

              	
                1.1

              	
                Definitions

              	 	
                1

              
	
                 

              	
                1.2

              	
                Interpretation

              	 	
                6

              
	
                 

              	
                1.3 

              	
                Incorporated
                  definitions

              	 	
                8

              
	
                 

              	
                1.4

              	
                Inclusive
                  expressions

              	 	
                8

              
	
                 

              	
                1.5

              	
                Business
                  Day

              	 	
                8

              
	
                 

              	
                
                  1.6

                

              	
                Beneficiaries
                  Obligations

              	 	
                8

              
	
                 

              	
                1.7

              	
                Retired
                  Beneficiary

              	 	
                8

              
	 	 	 	 	 
	
                2

              	 Declaration
                of trust	 	
                8

              
	
                 

              	
                
                  2.1

                

              	
                Holding
                  of Trust Fund on trust

              	 	
                8

              
	
                 

              	
                2.2

              	
                Name

              	 	
                9

              
	
                 

              	
                2.3

              	
                Period

              	 	
                9

              
	
                 

              	
                2.4

              	
                Payment
                  of Secured Moneys

              	 	
                9

              
	 	 	 	 	 
	
                3

              	 Determination
                of Secured Moneys	 	
                10

              
	
                 

              	
                
                  3.1

                

              	
                Determination
                  of Secured Moneys

              	 	
                10

              
	
                 

              	
                3.2

              	
                Details
                  of Secured Moneys

              	 	
                10

              
	 	 	 	 	 
	
                4

              	 Receipt
                of money	 	
                11

              
	
                 

              	
                4.1

              	
                Money
                  not forming part of Recovered Moneys

              	 	
                11

              
	
                 

              	
                4.2

              	
                Receipt
                  of money after Determination Date

              	 	
                11

              
	 	 	 	 	 
	
                5

              	 Sharing
                between Beneficiaries	 	
                12

              
	
                 

              	
                5.1

              	
                Pre
                  Determination Date payments

              	 	
                12

              
	
                 

              	
                
                  5.2

                

              	
                Sharing
                  after Determination Date

              	 	
                12

              
	
                 

              	
                5.3

              	
                Rounding

              	 	
                13

              
	
                 

              	
                5.4

              	
                Refusal
                  to join actions

              	 	
                13

              
	
                 

              	
                5.5

              	
                Currency
                  conversion

              	 	
                13

              
	 	 	 	 	 
	
                6

              	Security
                Trustee’s rights and responsibilities	 	
                13

              
	
                 

              	
                6.1

              	
                Security
                  Trustee entitled to exercise all rights

              	 	
                13

              
	
                 

              	
                6.2

              	
                Instructions
                  and extent of discretion

              	 	
                14

              
	
                 

              	
                6.3

              	
                Exercise
                  of Powers to waive or amend

              	 	
                14

              
	
                 

              	
                6.4

              	
                Exercise
                  of enforcement and other powers

              	 	
                15

              
	
                 

              	
                6.5

              	
                Exercise
                  of other ancillary powers

              	 	
                16

              
	
                 

              	
                
                  6.6

                

              	
                Right
                  to appoint agent, delegates

              	 	
                16

              
	
                 

              	
                6.7

              	
                Events
                  of Default

              	 	
                17

              
	
                 

              	
                6.8

              	
                No
                  monitoring

              	 	
                17

              
	
                 

              	
                6.9

              	
                Information

              	 	
                18

              
	
                 

              	
                6.10

              	
                Security
                  Trustee to have same rights as Beneficiaries

              	 	
                18

              
	
                 

              	
                6.11

              	
                Security
                  Trustee may contract

              	 	
                18

              
	
                 

              	
                6.12

              	
                Exercise
                  of Powers

              	 	
                18

              
	
                 

              	
                6.13

              	
                Application
                  to court for direction

              	 	
                18

              
	
                 

              	
                6.14

              	
                Security
                  Trustee not liable

              	 	
                19

              


      

       

      
        
          
          

        

        
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        Samson
          Oil and Gas Security Trust Deed

        
 

      

      
        	
                 

              	
                6.15 

              	
                Indemnity

              	 	
                20

              
	
                 

              	
                6.16

              	
                Protection
                  of third parties

              	 	
                21

              
	
                 

              	
                6.17

              	
                Exclusions
                  of law where permitted

              	 	
                21

              
	
              	
                6.18

              	
                Independent
                  decisions by Beneficiaries

              	 	
                21

              
	
                 

              	
                6.19

              	
                Variation

              	 	
                22

              
	
                 

              	
                6.20

              	
                Additional
                  matters

              	 	
                22

              
	
                 

              	
                6.21

              	
                Fees

              	 	
                22

              
	
                 

              	 	 	 	 
	
                7

              	 Termination
                of Security Trustee’s appointment	 	
                22

              
	
                 

              	
                7.1

              	
                Termination
                  of appointment

              	 	
                22

              
	
                 

              	
                7.2

              	
                Assurances

              	 	
                23

              
	
                 

              	
                7.3

              	
                Appointment
                  of successor Security Trustee

              	 	
                23

              
	 	 	 	 	 
	
                8

              	 Changes
                to Beneficiaries and Security Providers	 	
                24

              
	
                 

              	
                8.1

              	
                Transfers
                  by Beneficiaries

              	 	
                24

              
	
                 

              	
                8.2

              	
                New
                  Beneficiaries pursuant to transfers

              	 	
                24

              
	
                 

              	
                8.3

              	
                Other
                  New Beneficiaries

              	 	
                24

              
	
                 

              	
                8.4

              	
                New
                  Security Provider

              	 	
                25

              
	
                 

              	
                8.5

              	
                Notice
                  of change

              	 	
                25

              
	
                 

              	 	 	 	 
	
                9

              	 Savings
                provisions	 	
                25

              
	
                 

              	
                
                  9.1

                

              	
                Continuing
                  indemnities

              	 	
                25

              
	
                 

              	
                9.2

              	
                Non-avoidance

              	 	
                26

              
	
                 

              	
                9.3

              	
                Exclusion
                  of moratorium

              	 	
                26

              
	 	 	 	 	 
	
                10

              	 General	 	
                26

              
	
                 

              	
                10.1

              	
                Performance
                  by Security Trustee of obligations

              	 	
                26

              
	
                 

              	
                10.2

              	
                Transaction
                  Party to bear cost

              	 	
                27

              
	
                 

              	
                10.3

              	
                GST

              	 	
                27

              
	
                 

              	
                10.4

              	
                Notices

              	 	
                27

              
	
                 

              	
                10.5

              	
                Governing
                  law and jurisdiction

              	 	
                28

              
	
                 

              	
                10.6

              	
                Prohibition
                  and enforceability

              	 	
                28

              
	
                 

              	
                10.7

              	
                Waivers

              	 	
                28

              
	
                 

              	
                10.8

              	
                Variation

              	 	
                29

              
	
                 

              	
                10.9

              	
                Cumulative
                  rights

              	 	
                29

              
	
                 

              	
                10.10

              	
                Consents
                  of Security Trustee

              	 	
                29

              
	
                 

              	
                10.11

              	
                Limited
                  Recourse of Security Provider

              	 	
                29

              
	
                 

              	
                10.12

              	
                Counterparts

              	 	
                29

              
	
                 

              	
                10.13

              	
                Attorneys

              	 	
                30

              
	 	 	 
	Schedule
                1 - Initial Beneficiaries	 	
                31

              
	Schedule
                2 - Initial Security Providers	 	
                32

              
	
                Annexure
                  A - Form of Accession Deed (Beneficiary)
                  Clause 8.2

              	 	
                 

              
	
                Annexure
                  B - Form of Accession Deed (Security Provider)
                  Clause 8.4

              	 	 


      

    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed


    

     

      
        

      

    

     

    This
      security trust deed

     

    is
      made
      on
                                                       
2006 between the following parties:

     

    
      	
            	1	
              Each
                party listed in schedule 1

            


    

    (each
      an
Initial
      Beneficiary)

     

    
      	
            	2	
              Each
                party listed in schedule 2

            


    

    (each
      an
Initial
      Security Provider)

     

    
      	
            	3	
              Macquarie
                Bank Limited

            


    

    ABN
      46
      008 583 542

    of
      Level
      1, No. 1 Martin Place

    Sydney
      NSW 2000

    (Security
      Trustee)

     

    Recitals

     

    
      	
            	A.	
              The
                Security Providers may from time to time enter into a
                Security.

            


    

     

    
      	
            	B.	
              The
                Security Trustee will hold, among other things, all its right, title
                and
                interest in, to and under the Securities on trust for the Beneficiaries
                on
                the terms of this deed.

            


    

     

    This
      deed witnesses

     

    that
      in
      consideration of, among other things, the mutual promises contained in this
      deed, the parties agree:

     

      
        

      

    

    
      	 	
              1

            	
              Definitions
                and interpretation

            


    

     

    
      	 	
              1.1

            	
              Definitions

            


    

     

    In
      this
      deed:

     

    Accession
      Deed
      (Beneficiary)
      means a
      deed in, or substantially in, the form of annexure A (or in any other form
      that the parties from time to time agree) under which a New Beneficiary becomes
      a party to this deed in accordance with clause 8.2
      or
      clause 8.3;

     

    Accession
      Deed (Security Provider)
      means a
      deed in, or substantially in, the form of annexure B (or in any other form
      that the parties from time to time agree) under which a New Security Provider
      becomes a party to this deed in accordance with clause 8.4;

     

    Agent
      means
      the
      Agent for the time being under and as defined in the Facility
      Agreement;

     

    Amount
      Owing
      means,
      in respect of a Beneficiary at any time, the Secured Moneys of that Beneficiary
      at that time;

     

    Attorney
      means an
      attorney appointed under any Security;

     

    Australian
      Dollars, A$ or AUD
      means
      the lawful currency of the Commonwealth of Australia;

     

    Beneficiary
      means:

     

    
      	 	
              (a)

            	
              each
                Initial Beneficiary;

            


    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (b)

            	
              each
                Finance Party as defined in a Transaction Document;
                

            


    

     

    
      	 	
              (c)

            	
              each
                New Beneficiary; and

            


    

     

    
      	
            	(d)	
              any
                other person which on or prior to the date of this deed Macquarie
                Bank
                Limited and the Security Providers have agreed in writing to be a
                Beneficiary for the purposes of this
                deed,

            


    

     

    but
      does
      not include a Retired Beneficiary;

     

    Business
      Day
      means:

     

    
      	
            	(a)	
              for
                the purposes of clause 10.4,
                a
                day on which banks are open for business in the city where the notice
                or
                other communication is received excluding a Saturday, Sunday or public
                holiday; and

            


    

     

    
      	
            	(b)	
              for
                all other purposes, a day on which banks are open for business in
                Sydney
                and New York excluding a Saturday, Sunday or public
                holiday;

            


    

     

    Collateral
      Security
      means
      any present or future Encumbrance, Guarantee or other document or agreement
      created or entered into by a Transaction Party or any other person as security
      for, or to credit enhance, the payment of any of the Secured
      Moneys;

     

    Controller
      has the
      meaning given to the word “controller” in the Corporations Act, but as if
“charge” included any Security, and includes a Receiver;

     

    Corporations
      Act means
      the
      Corporations Act 2001 (Cth);

     

    Default
      means:

     

    
      	
            	(a)	
              an
                Event of Default; or

            


    

     

    
      	
            	(b)	
              a
                Potential Event of Default;

            


    

     

    Default
      Notice
      has the
      meaning given in clause 6.7(a)(1);

     

    Determination
      Date
      means
      the date on which the first of the following occurs:

     

    
      	
            	(a)	
              the
                Security Trustee appoints a Controller under a
                Security;

            


    

     

    
      	
            	(b)	
              the
                Security Trustee otherwise enforces a
                Security;

            


    

     

    
      	
            	(c)	
              the
                Agent gives a notice under clause 10.2 of the Facility
                Agreement;

            


    

     

    
      	
            	(d)	
              any
                other event agreed in writing to be an event for the purposes of
                this
                paragraph (d) by the Beneficiaries and the Security
                Trustee;

            


    

     

    Event
      of Default
      means an
      Event of Default as defined in any Transaction Document;

     

    Facility
      Agreement
      means
      the syndicated convertible loan facility agreement dated or about after the
      date
      of this deed between, among others, the Initial Security Providers and the
      Security Trustee;

     

    Exposure
      means
      at
      any time, in respect of a Beneficiary (but without double counting) the sum
      of
      its commitment or facility limit (however described) under the Transaction
      Documents (as determined by the Security Trustee) and the Secured Hedging
      Exposure of that Beneficiary;

     

    Finally
      Paid
      means,
      in respect of the Secured Moneys or any other monetary liability, satisfaction
      of the following conditions:

     

    
      	
            	(a)	
              payment
                or satisfaction of it in full; and

            


    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

    

    
      	
            	(b)	
              during
                the 6 month period from and including the day after the payment or
                satisfaction, no person, including a Transaction Party, liquidator,
                provisional liquidator, administrator, official manager, trustee
                in
                bankruptcy, receiver, receiver and manager, other controller (as
                defined
                in the Corporations Act) or similar official, exercises a right to
                recoup
                or claim repayment of any part of the amount paid or satisfied, whether
                under the laws of preferences, fraudulent dispositions or
                otherwise;

            


    

     

    Government
      Agency
      means
      any government or any governmental, semi-governmental, administrative, fiscal
      or
      judicial body, department, commission, authority, tribunal, agency or
      entity;

     

    GST
      means
      the goods and services tax levied under the GST Act;

     

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

     

    Guarantee
      means
      any guarantee, suretyship, letter of credit, letter of comfort or any other
      obligation: 

     

    
      	
            	(a)	
              to
                provide funds (whether by the advance or payment of money, the purchase
                of
                or subscription for shares or other securities, the purchase of assets
                or
                services, or otherwise) for the payment or discharge
                of;

            


    

     

    
      	
            	(b)	
              to
                indemnify any person against the consequences of default in the payment
                of; or

            


    

     

    
      	
            	(c)	
              to
                be responsible for, 

            


    

     

    any
      debt
      or monetary liability of another person or the assumption of any responsibility
      or obligation in respect of the insolvency or the financial condition of any
      other person;

     

    Interest
      Expense
      means
      interest and amounts in the nature of, or having a similar purpose or effect
      to,
      interest and includes:

     

    
      	 	
              (a)

            	
              discount
                on a bill of exchange or other
                instrument;

            


    

     

    
      	 	
              (b)

            	
              fees
                and amounts incurred on a regular or recurring basis, such as line
                fees;
                and

            


    

     

    
      	 	
              (c)

            	
              capitalised
                amounts of the same or similar name to the
                foregoing;

            


    

     

    Majority
      Beneficiaries means
      at
      any time, one or more Beneficiaries whose aggregate Shares are more than
      50%;

     

    New
      Beneficiary
      means,
      at any time, a person who is not an existing Beneficiary at that time, and
      who
      becomes a Beneficiary after that time in accordance with this deed;

     

    New
      Security Provider
      means,
      at any time, a person who is not an existing Security Provider at that time,
      and
      who becomes a Security Provider after that time in accordance with this
      deed;

     

    Officer
      means:

     

    
      	 	
              (a)

            	
              in
                relation to the Security Trustee, any officer, as that expression
                is
                defined in the Corporations Act, of the Security
                Trustee;

            


    

     

    
      	 	
              (b)

            	
              in
                relation to a Beneficiary, any person whose title contains the “Director”,
                “Managing Director”, “Manager” or “Vice President”, and any other person
                appointed by the Beneficiary to act as its authorised officer for
                the
                purposes of this deed or in the case of a Beneficiary which is a
                natural
                person, that person or any other person appointed by it to act as
                its
                authorised officer for the purposes of this
                deed;

            


    

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (c)

            	
              in
                relation to a Security Provider, a director or a secretary, or a
                person
                notified by the Security Provider to the Security Trustee to be an
                authorised officer, of the Security
                Provider;

            


    

     

    Potential
      Event of Default means
      a
      Potential Event of Default as defined in any Transaction Document;

     

    Power
      means,
      any right, power, authority, discretion or remedy conferred on the Security
      Trustee, a Controller or an Attorney by any Transaction Document or any
      applicable law;

     

    Receiver
      means a
      receiver or receiver and manager appointed under a Security or any Transaction
      Document;

     

    Recovered
      Moneys
      means
      the aggregate amount received or recovered by the Security Trustee under the
      Transaction Documents or under clauses 2.4
      or
4.2
      on or
      after the Determination Date;

     

    Related
      Body Corporate means
      a
“related body corporate” as that expression is defined in section 50 of the
      Corporations Act;

     

    Relevant
      Currency means
      the
      currency in which a payment is required to be made under the Transaction
      Documents;

     

    Retired
      Beneficiary
      means,
      at any time, a Beneficiary which has given a Retirement Notice;

     

    Retirement
      Notice
      has the
      meaning given to that term in clause 1.7(a);

     

    Secured
      Moneys
      means
      all debts and monetary liabilities of the Transaction Parties to the
      Beneficiaries or the Security Trustee on any account under
      or
      in relation to any Transaction Document and in any capacity, irrespective of
      whether the debts or liabilities:

     

    
      	 	
              (a)

            	
              are
                present or future;

            


    

     

    
      	 	
              (b)

            	
              are
                actual, prospective, contingent or
                otherwise;

            


    

     

    
      	 	
              (c)

            	
              are
                at any time ascertained or
                unascertained;

            


    

     

    
      	 	
              (d)

            	
              are
                owed or incurred by or on account of a Transaction Party alone or
                severally or jointly with any other
                person;

            


    

     

    
      	 	
              (e)

            	
              are
                owed to or incurred for the account of any Beneficiary or the Security
                Trustee, alone, or severally, or jointly with any other
                person;

            


    

     

    
      	 	
              (f)

            	
              are
                owed to any other person as agent (whether disclosed or not) for
                or on
                behalf of a Beneficiary or the Security
                Trustee;

            


    

     

    
      	 	
              (g)

            	
              are
                owed or incurred as principal, interest, fees, charges, Taxes, damages
                (whether for breach of contract or tort or incurred on any other
                ground),
                losses, costs or expenses, or on any other
                account;

            


    

     

    
      	 	
              (h)

            	
              are
                owed to or incurred for the account of a Beneficiary directly or
                as a
                result of:

            


    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (1)

            	
              the
                assignment or transfer to a Beneficiary of any debt or liability
                of a
                Transaction Party (whether by way of assignment, transfer or otherwise);
                or

            


    

     

    
      	 	
              (2)

            	
              any
                other dealing with any such debt or
                liability;

            


    

     

    
      	 	
              (i)

            	
              are
                owed to or incurred for the account of a Beneficiary or the Security
                Trustee before the date of this deed or before the date of any assignment
                of this deed to any Beneficiary or the Security Trustee by any other
                person or otherwise; or

            


    

     

    
      	 	
              (j)

            	
              comprise
                any combination of the above,

            


    

     

    and
      includes any Secured Hedging Exposure;

     

    Security
      means,
      at
      any time, each of the following which has been granted at that
      time:

     

    
      	
            	(a)	
              any
                Encumbrance entered into by or granted in favour of the Security
                Trustee
                (as trustee under this deed) or the benefit of which the Security
                Trustee
                acquires after the date of this deed as security for, among other
                things,
                the payment of any of the Secured Moneys
                including any Security as defined in a Transaction
                Document;

            


    

     

    
      	
            	(b)	
              any
                Collateral Security; or

            


    

     

    
      	
            	(c)	
              any
                other document which the Beneficiaries, the Security Trustee and
                the
                Security Providers agree at any time, now or in the future, is a
                Security
                for the purposes of this deed, 

            


    

     

    and
      includes each “Security” and each “Security Agreement” under and as defined in
      the Facility Agreement;

     

    Security
      Provider
      means a
      person who has granted a Security and includes, on the date of this deed, the
      Initial Security Providers;

     

    Share
      means,
      in respect of a Beneficiary at any time, the Secured Moneys plus
      (without double counting any amount) the Exposure of that
      Beneficiary
      at that
      time expressed as a percentage of the aggregate Secured Moneys plus (without
      double counting any amount) the aggregate Exposures of
      all
      Beneficiaries at that time;

     

    Statement
      means a
      statement referred to in clause 3.2(a)(1);

     

    Tax
      means:

     

    
      	 	
              (a)

            	
              any
                tax, levy, charge, impost, duty, fee, deduction or withholding;
                or

            


    

     

    
      	 	
              (b)

            	
              any
                income, stamp or transaction duty, tax or
                charge,

            


    

     

    which
      is
      assessed, levied, imposed or collected by a Government Agency and includes
      any
      interest, fine, penalty, charge, fee or other amount imposed on or in respect
      of
      any of the above;

     

    Transaction
      Document
      means:

     

    
      	 	
              (a)

            	
              this
                deed;

            


    

     

    
      	 	
              (b)

            	
              a
                Security;

            


    

     

    
      	 	
              (c)

            	
              the
                Facility Agreement;

            


    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (d)

            	
              any
                other Transaction Document as defined in a Security or the Facility
                Agreement (directly or indirectly);
                or

            


    

     

    
      	 	
              (e)

            	
              any
                other document which at a time the Beneficiaries at that time, the
                Security Trustee and the Security Providers at that time agree at
                any
                time, now or in the future, is a Transaction Document for the purposes
                of
                this deed;

            


    

     

    Transaction
      Party
      means:


     

    
      	 	
              (a)

            	
              a
                Security Provider; or

            


    

     

    
      	 	
              (b)

            	
              any
                other Transaction Party, now or in the future, defined as such in
                a
                Transaction Document; and

            


    

     

    Trust
      Fund
      means:

     

    
      	 	
              (a)

            	
              the
                sum of A$10 referred to in clause 2.1;

            


    

     

    
      	 	
              (b)

            	
              all
                right, title and interest of the Security Trustee under the Securities
                and
                the other Transaction Documents (other than, in the case of other
                Transaction Documents, those held in a personal capacity) including
                all
                money recovered under them (whether on enforcement or otherwise)
                including
                all Recovered Moneys;

            


    

     

    
      	 	
              (c)

            	
              all
                money paid to the Security Trustee under this deed;
                and

            


    

     

    
      	 	
              (d)

            	
              all
                other property acquired by the Security Trustee and intended to be
                held
                for the benefit the Beneficiaries on the trusts of this
                deed;

            


    

     

    US$,
      US Dollars or USD
      means
      the lawful currency of the United States of America;

     

    wilful
      default
      means,
      in relation to the Security Trustee, a wilful and intentional failure of the
      Security Trustee to comply with any of its obligations under the Transaction
      Documents other than a failure which:

     

    
      	 	
              (a)

            	
              arises
                as a result of a failure by a person other than the Security Trustee
                to
                comply with a Transaction Document or as a result of a
                Default;

            


    

     

    
      	 	
              (b)

            	
              arises
                due to a lack of proper or complete instructions or directions being
                given
                to the Security Trustee under and in accordance with this deed;
                or

            


    

     

    
      	 	
              (c)

            	
              is
                in accordance with a court order or direction or otherwise required
                by
                law.

            


    

     

     

    
      	 	
              1.2

            	
              Interpretation

            


    

     

    In
      this
      deed, headings and bold type are for convenience only and do not affect the
      interpretation of this deed and, unless the context requires
      otherwise:

     

    
      	 	
              (a)

            	
              words
                importing the singular include the plural and vice
                versa;

            


    

     

    
      	 	
              (b)

            	
              words
                importing a gender include any
                gender;

            


    

     

    
      	 	
              (c)

            	
              other
                parts of speech and grammatical forms of a word or phrase defined
                in this
                deed have a corresponding meaning;

            


    

     

    
      	 	
              (d)

            	
              an
                expression suggesting or referring to a natural person or an entity
                includes any company, partnership, joint venture, association, corporation
                or other body corporate and any Government
                Agency;

            


    

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (e)

            	
              a
                reference to any thing (including any right) includes a part of that
                thing
                but nothing in this clause 1.2(e)
                implies that performance of part of an obligation constitutes performance
                of the obligation;

            


    

     

    
      	 	
              (f)

            	
              a
                reference to a clause, party, annexure or schedule is a reference
                to a
                clause of, and a party, annexure and schedule to, this deed and a
                reference to this deed includes any annexure and
                schedule;

            


    

     

    
      	 	
              (g)

            	
              a
                reference to a statute, regulation, proclamation, ordinance or by-law
                includes all statutes, regulations, proclamations, ordinances or
                by-laws
                amending, consolidating or replacing it, whether passed by the same
                or
                another Government Agency with legal power to do so, and a reference
                to a
                statute includes all regulations, proclamations, ordinances and by-laws
                issued under that statute;

            


    

     

    
      	 	
              (h)

            	
              a
                reference to a document includes all amendments or supplements to,
                or
                replacements or novations of, that
                document;

            


    

     

    
      	 	
              (i)

            	
              a
                reference to liquidation includes official management, appointment
                of an
                administrator, compromise, arrangement, merger, amalgamation,
                reconstruction, winding up, dissolution, assignment for the benefit
                of
                creditors, scheme, composition or arrangement with creditors, insolvency,
                bankruptcy, or any similar procedure or, where applicable, changes
                in the
                constitution of any partnership or person, or
                death;

            


    

     

    
      	 	
              (j)

            	
              a
                reference to a party to any document includes that party’s successors and
                permitted assigns;

            


    

     

    
      	 	
              (k)

            	
              a
                covenant or agreement on the part of 2 or more persons binds
                them jointly
                and severally, but a covenant by the Security Trustee, the Agent
                or a
                Beneficiary, binds the Security Trustee, the Agent or the Beneficiary,
                as
                applicable, individually only;

            


    

     

    
      	 	
              (l)

            	
              a
                reference to an agreement other than this deed includes an undertaking,
                deed, agreement or legally enforceable arrangement or understanding
                whether or not in writing;

            


    

     

    
      	 	
              (m)

            	
              a
                reference to an asset includes all property of any nature, including
                a
                business, and all rights, revenues and
                benefits;

            


    

     

    
      	 	
              (n)

            	
              a
                reference to a document includes any agreement in writing, or any
                certificate, notice, instrument or other document of any
                kind;

            


    

     

    
      	 	
              (o)

            	
              no
                provision of this deed may be construed adversely to a party solely
                on the
                ground that the party was responsible for the preparation of this
                deed or
                that provision;
                and

            


    

     

    
      	 	
              (p)

            	
              a
                reference to a body, other than a party to this deed (including an
                institute, association or authority), whether statutory or
                not:

            


    

     

    
      	 	
              (1)

            	
              which
                ceases to exist; or

            


    

     

    
      	 	
              (2)

            	
              whose
                powers or functions are transferred to another
                body,

            


    

     

    is
      a
      reference to the body which replaces it or which substantially succeeds to
      its
      powers or functions; and

     

    
      	 	
              (q)

            	
              a
                Default is “continuing” or “subsisting” if it has not been remedied in
                accordance with the relevant Transaction Document under which it
                arose or
                waived in accordance with the relevant Transaction Document under
                which it
                arose. 

            


    

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

    

    
      	 	
              1.3

            	
              Incorporated
                definitions

            


    

     

    A
      word or
      phrase (other than one defined in clause 1.1) defined in the Facility Agreement
      has the same meaning in this deed.

     

    
      	 	
              1.4

            	
              Inclusive
                expressions

            


    

     

    Specifying
      anything in this deed after the words “include” or “for example” or similar
      expressions does not limit what else is included unless there is express wording
      to the contrary.

     

    
      	 	
              1.5

            	
              Business
                Day

            


    

     

    Subject
      to any provision to the contrary in any Transaction Document, where the day
      on
      or by which any thing is to be done is not a Business Day, that thing must
      be
      done on or by the preceding Business
      Day.

     

    
      	 	
              1.6

            	
              Beneficiaries
                Obligations

            


    

     

    The
      obligations of the Beneficiaries under this deed are several and:

     

    
      	 	
              (a)

            	
              failure
                of a Beneficiary to carry out its obligations does not relieve any
                other
                Beneficiary of its obligations; and

            


    

     

    
      	 	
              (b)

            	
              no
                Beneficiary is responsible for the obligations of any other
                Beneficiary.

            


    

     

    
      	 	
              1.7

            	
              Retired
                Beneficiary

            


    

     

    
      	 	
              (a)

            	
              If
                at any time a Beneficiary confirms in writing to the Security Trustee
                that
                the following conditions are fully satisfied in relation to it at
                that
                time:

            


    

     

    
      	 	
              (1)

            	
              all
                Secured Moneys owing to that Beneficiary have been Finally Paid;
                and

            


    

     

    
      	 	
              (2)

            	
              that
                Beneficiary is not committed to providing further Financial Accommodation
                to any Transaction Party at that time or at any time in the
                future,

            


    

     

    (that
      notice being a Retirement
      Notice)
      then
      that Beneficiary will become a Retired Beneficiary.

     

    
      	 	
              (b)

            	
              A
                Beneficiary must promptly provide a Retirement Notice to the Security
                Trustee if requested to do so in writing by a Transaction Party provided
                that it is satisfied at that time that the requirements of clause
                1.7(a)(1)
                and 1.7(a)(2)
                are met in relation to it at that
                time.

            


    

     

    
      

    

    
      	 	
              2

            	
              Declaration
                of trust

            


    

     

    
      	 	
              2.1

            	
              Holding
                of Trust Fund on trust

            


    

     

    The
      Security Trustee declares that it holds the sum of A$10 in Sydney and will
      hold
      the Trust Fund, on trust for the Beneficiaries from time to time on the terms
      of
      this deed.

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

    

    
      	 	
              2.2

            	
              Name

            


    

     

    The
      trust
      established under this deed is to be known as the “Samson Security
      Trust”.

     

    
      	 	
              2.3

            	
              Period

            


    

     

    The
      trust
      established under this deed commences on the date of this deed and, unless
      terminated at an earlier date, terminates on the
      earlier of:

     

    
      	 	
              (a)

            	
              the
                day before the eightieth anniversary of the date of this deed;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                date on which all the Securities have been fully and finally discharged
                according to their terms (or, if discharged at different times, the
                date
                on which the last is fully and finally discharged) and all Recovered
                Moneys have been distributed in accordance with this deed.

            


    

     

    
      	 	
              2.4

            	
              Payment
                of Secured Moneys

            


    

     

    
      	 	
              (a)

            	
              Each
                Security Provider must pay the Secured Moneys due by it in accordance
                with
                the Transaction Documents and each other obligation under which the
                Secured Moneys are payable.

            


    

     

    
      	 	
              (b)

            	
              Each
                Security Provider must pay the Secured Moneys to the Security Trustee
                as
                and when it is due for payment.

            


    

     

    
      	 	
              (c)

            	
              Clause 2.4(b)
                is
                an additional, independent and separate obligation to any obligation
                of a
                Security Provider to pay to a Beneficiary the Secured Moneys of the
                Beneficiary in a Transaction Document or otherwise,
                but:

            


    

     

    
      	 	
              (1)

            	
              payment
                by any Security Provider to the Security Trustee of any such Secured
                Moneys which are Finally Paid operates in satisfaction of the obligation
                of the Security Provider to pay the amount to the Beneficiary;
                and

            


    

     

    
      	 	
              (2)

            	
              payment
                by any Security Provider to a Beneficiary in accordance with the
                Transaction Documents of any Secured Moneys of the Beneficiary which
                are
                Finally Paid operates in satisfaction of the obligation of the Security
                Provider to pay the amount to the Security
                Trustee.

            


    

     

    
      	 	
              (d)

            	
              The
                Transaction Party satisfies a payment obligation only when the amount
                paid
                in accordance with the Transaction Documents (even if the Transaction
                Party pays the amount to a Beneficiary or a Beneficiary receives
                the
                amount voluntarily or involuntarily by way of set-off, combination
                or
                amalgamation of accounts or otherwise if the Beneficiary is not entitled
                to the payment under the Transaction
                Documents).

            


    

     

    
      	 	
              (e)

            	
              Nothing
                in clause 2.4(b)
                affects or derogates from a Security Provider’s obligations to pay Secured
                Moneys to a Beneficiary (subject to clause 2.4(c)(1)
                and 2.4(c)(2)).

            


    

     

    
      	 	
              (f)

            	
              Any
                Secured Moneys paid to a Beneficiary or the Security Trustee by a
                Security
                Provider are paid as money secured by the
                Securities.

            


    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed
 

      
        

      

    

    
      	 	
              3

            	
              Determination
                of Secured Moneys

            


    

     

    
      	 	
              3.1

            	
              Determination
                of Secured Moneys

            


    

     

    To
      determine the Secured Moneys of a Beneficiary on any date for the purposes
      of
      this deed:

     

    
      	 	
              (a)

            	
              any
                liability which is contingent must be included at its face value;
                

            


    

     

    
      	 	
              (b)

            	
              Interest
                Expense due but unpaid and Interest Expense accrued but not yet due
                must
                be included;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                amount of Secured Moneys of Beneficiary which is a Secured Hedging
                Counterparty under or in connection with any Secured Hedging Agreement
                is
                its Secured Hedging Exposure at that
                time;

            


    

     

    
      	 	
              (d)

            	
              amounts
                in, or denominated, in a currency other than US Dollars must be notionally
                translated into US dollars by the Security Trustee at the rate of
                exchange
                at which the Security Trustee could have, on that date, purchased
                from
                another person in the normal course of business in dealing with
                currencies, that amount of currency with US Dollars (with the same
                rate to
                be applied by the Security Trustee for all Beneficiaries for all
                amounts
                in or denominated in the same non US Dollars currency as at that
                date).

            


    

     

    
      	 	
              3.2

            	
              Details
                of Secured Moneys

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee may at any time request a Beneficiary to provide,
                and the
                Beneficiary must then, promptly,
                provide:

            


    

     

    
      	 	
              (1)

            	
              a
                statement signed by an Officer of the Beneficiary setting out the
                Secured
                Moneys owing to that Beneficiary at the date of the statement or
                as at any
                other date requested by the Security Trustee (with any currency
                translation under clause 3.1(d) to be carried out by the Security
                Trustee
                at the relevant date);
                and

            


    

     

    
      	 	
              (2)

            	
              any
                information the Security Trustee reasonably requests in respect of
                the
                calculation of the amounts referred to in clause 3.2(a)(1).

            


    

     

    
      	 	
              (b)

            	
              The
                information provided under clause 3.2(a)
                must include full details of how the Beneficiary has applied the
                provisions of clause 3.1
                in
                calculating the amounts referred to in clause 3.2(a)(1).

            


    

     

    
      	 	
              (c)

            	
              As
                between the Security Trustee and the Beneficiaries, the Security
                Trustee
                may rely on a Statement given by a Beneficiary as sufficient evidence
                of
                its contents and the respective amounts of Secured Moneys owing to
                the
                Beneficiary as at the date set out in the Statement (in the currency
                in
                which it is owing or in which it is denominated) unless the contrary
                is
                proved.

            


    

     

    
      	 	
              (d)

            	
              Any
                Statement is binding on all Beneficiaries, subject to any contrary
                determination by the Security Trustee, for the purposes of determining
                the
                Share of each Beneficiary under this deed as at the date of the
                Statement.

            


    

     

    
      	 	
              (e)

            	
              If
                a Beneficiary does not provide a Statement, the Security Trustee
                may
                determine the Secured Moneys owing to that Beneficiary and issue
                an
                alternative Statement which will be taken as the Statement for that
                Beneficiary for the purposes of this clause 3.2.

            


    

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

      
        

      

    

    
      	 	
              4

            	
              Receipt
                of money

            


    

     

    
      	 	
              4.1

            	
              Money
                not forming part of Recovered Moneys

            


    

     

    
      	 	
              (a)

            	
              Where
                any Transaction Document permits or requires money to be placed to
                the
                credit of a suspense account:

            


    

     

    
      	 	
              (1)

            	
              in
                order to preserve the rights to prove in the bankruptcy or liquidation
                of
                any person; or

            


    

     

    
      	 	
              (2)

            	
              because
                amounts are contingently due or for any other
                reason,

            


    

     

    that
      money will not, unless otherwise decided by all the Beneficiaries, form part
      of
      the Recovered Moneys until, in accordance with the terms of the Transaction
      Documents, the money is paid to or for the account of the Security Trustee
      or
      one or more Beneficiaries (at which time it becomes Recovered
      Moneys).

     

    
      	 	
              (b)

            	
              Where
                money is placed in a suspense account referred to in
                clause 4.1(a),
                any interest earned and credited to the account is Recovered
                Moneys.

            


    

     

    
      	 	
              4.2

            	
              Receipt
                of money after Determination
                Date

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 4.2(b),
                if, after the Determination Date, a Beneficiary receives (whether
                by way
                of voluntary or involuntary payment or by way of set-off, combination
                or
                amalgamation of accounts or otherwise) any Secured Moneys, the Beneficiary
                must within a reasonable time notify the Security
                Trustee.

            


    

     

    
      	 	
              (b)

            	
              Clause 4.2
                does not apply to money received by a Beneficiary from the Security
                Trustee under this deed or through netting under a Secured Hedging
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              A
                Beneficiary who receives an amount referred to in clause 4.2(a)
                must pay the amount to the Security Trustee within 5
                Business Days
                (or any longer period the Security Trustee agrees to)of receiving
                it.

            


    

     

    
      	 	
              (d)

            	
              An
                amount paid under clause 4.2(c)
                is
                to be:

            


    

     

    
      	 	
              (1)

            	
              regarded
                as having been received by the Security Trustee and not by the Beneficiary
                who receives it (and the liability of the Transaction Parties will
                not be
                reduced by the recovery or payment, other than to the extent of any
                distribution received by the party under clause 4.2(d)(2));
                and

            


    

     

    
      	 	
              (2)

            	
              distributed
                by the Security Trustee as Recovered
                Moneys.

            


    

     

    
      	 	
              (e)

            	
              Immediately
                upon the Beneficiary making or becoming liable to make a payment
                under
                clause 4.2(c), each Transaction Party shall indemnify the Beneficiary
                against the payment to the extent that (despite clause 4.2(d)(1))
                its
                liability has been discharged by the recovery or
                payment.

            


    

     

    
      	 	
              (f)

            	
              If
                a Beneficiary who makes a payment referred to in clause 4.2(c)
                is
                obliged to refund any part of that amount under laws relating to
                insolvency or liquidation or similar events, then:
                

            


    

     

    
      	 	
              (1)

            	
              on
                request from the Security Trustee, each party to which any part of
                the
                payment was distributed must repay to the Security Trustee the amount
                received by that party and the Security Trustee must pay to that
                Beneficiary (to the extent received from those parties) the amount
                it is
                required to refund; and

            


    

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (2)

            	
              any
                balance is Recovered Moneys.

            


    

     

    
      

    

    
      	 	
              5

            	
              Sharing
                between
Beneficiaries

            


    

     

    
      	 	
              5.1

            	
              Pre
                Determination Date
                payments

            


    

     

    
      	 	
              (a)

            	
              If,
                before the Determination Date, a Beneficiary directs the Security
                Trustee
                to demand payment from a Security Provider of Secured Moneys which
                are
                then due and payable to the Beneficiary, the Security Trustee must
                promptly make that demand and
                the Security Provider must immediately pay the amount demanded to
                the
                Security Trustee.

            


    

     

    
      	 	
              (b)

            	
              On
                receipt of any money from that Security Provider, the Security Trustee
                holds it on trust for the Beneficiary who made the request and must
                pay
                the full amount received to that Beneficiary or as otherwise required
                by a
                Transaction Document.

            


    

     

    
      	 	
              (c)

            	
              Subject
                to the Transaction Documents, if, before the Determination Date,
                the
                Security Trustee otherwise receives any Secured Moneys due and payable
                to
                a Beneficiary, it must promptly pay that money to that
                Beneficiary.

            


    

     

    
      	 	
              (d)

            	
              A
                demand or payment under clause 5.1(a)
                is
                not required for money to be made payable or for any enforcement
                action
                (including appointment of a Controller or declaring that money is
                due and
                payable) under the Transaction Documents, as long as the money is
                payable
                or the enforcement action can be taken under the Transaction
                Documents.

            


    

     

    
      	 	
              5.2

            	
              Sharing
                after Determination Date

            


    

     

    
      	 	
              (a)

            	
              The
                Recovered Moneys must, as between the Security Trustee and each Security
                Provider, be applied by the Security Trustee in accordance with the
                Security
                under which it is recovered.

            


    

     

    
      	 	
              (b)

            	
              The
                Recovered Moneys available for distribution in or towards payment
                or
                repayment of the Secured Moneys (after payment out of the Recovered
                Moneys
                of any amounts which, under a Security, are required to be paid out
                of
                those Recovered Moneys before any distribution is made in or towards
                payment or repayment of the Secured Moneys) must be applied by the
                Security Trustee in
                accordance with any written agreement between all of the Beneficiaries
                at
                the time that agreement is made and the Security Trustee at that
                time
                but,
                in the absence of any such agreement, then in the following order
                of
                priority:

            


    

     

    
      	 	
              (1)

            	
              first,
                in or towards payment of any money due to the Security Trustee in
                its
                capacity as security trustee under the Transaction Documents;
                and

            


    

     

    
      	 	
              (2)

            	
              second,
                in or towards payment or repayment to each Beneficiary of its Share
                (calculated as at the date of the distribution) of the Secured Moneys
                (calculated as at the date of the distribution) until each Beneficiary
                has
                received its Secured Moneys in
                full.

            


    

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

    

    
      	 	
              (c)

            	
              Clause 5.2(b)
                is
                for the benefit of the relevant Beneficiaries only and no other party
                may
                claim any benefit under it.

            


    

     

    
      	 	
              (d)

            	
              An
                agreement effected under clause 5.2(b)
                is
                binding on all Beneficiaries even if they become Beneficiaries after
                that
                agreement is effected. 

            


    

     

    
      	 	
              5.3

            	
              Rounding

            


    

     

    In
      making
      any distribution, alteration or appropriation under any Transaction Document
      the
      Security Trustee may round amounts to the nearest unit of the relevant
      currency.

     

    
      	 	
              5.4

            	
              Refusal
                to join actions

            


    

     

    If
      a
      Beneficiary does not join in an action against a Transaction Party or does
      not
      agree to share in the costs of the action (having been given a reasonable
      opportunity to do so), it is not entitled to share in any amount recovered
      by
      the action until all the Beneficiaries who did join in the action or agree
      to
      share the costs of the action have received in full all money payable to them
      under the Transaction Documents.

     

    
      	 	
              5.5

            	
              Currency
                conversion

            


    

     

    If
      the
      Security Trustee receives an amount under a Transaction Document in a currency
      which is not in the Relevant Currency, the Security Trustee:

     

    
      	 	
              (a)

            	
              may
                convert the amount received into the Relevant Currency in accordance
                with
                its normal procedures; and

            


    

     

    
      	 	
              (b)

            	
              is
                only regarded as having received the amount that it has converted
                into the
                Relevant Currency.

            


    

     

    
      

    

    
      	 	
              6

            	
              Security
                Trustee’s rights and
                responsibilities

            


    

     

    
      	 	
              6.1

            	
              Security
                Trustee entitled to exercise all
                rights

            


    

     

    Subject
      to this deed, the Security Trustee:

     

    
      	 	
              (a)

            	
              is
                entitled to exercise all Powers under the Securities (including those
                Powers conferred on trustees generally by statute and those conferred
                on
                trustees generally by law or equity in respect of the Securities)
                as if
                the Security Trustee were the sole beneficial owner of the Securities;
                and

            


    

     

    
      	 	
              (b)

            	
              may
                in its absolute discretion
                determine:

            


    

     

    
      	 	
              (1)

            	
              whether
                or not to take any steps to enforce a Security or to otherwise seek
                to
                recover any money payable under a Security;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                manner of the enforcement (including the terms of any sale under
                a
                Security and the identity of any Controller appointed under a
                Security).

            


    

     

    
      
        
        

      

      
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              (c)

            	
              is
                irrevocably appointed and authorised to enter into the Transaction
                Documents and act as trustee for the
                Beneficiaries;

            


    

     

    
      	 	
              (d)

            	
              has
                all rights and powers expressly delegated to it by the Transaction
                Documents together with all other powers reasonably incidental to
                those
                powers; and

            


    

     

    
      	 	
              (e)

            	
              has
                no duties or responsibilities except those expressly set out in the
                Transaction Documents.

            


    

     

    
      	 	
              6.2

            	
              Instructions
                and extent of discretion

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the other terms of this deed, and except in respect of amounts
                due to
                the Security Trustee in its personal capacity, in exercising its
                Powers
                under a Security or any Transaction Document or in the exercise of
                any of
                its rights, powers and discretions under the Transaction Documents,
                the
                Security Trustee:

            


    

     

    
      	 	
              (1)

            	
              must
                act in accordance with the instructions (if any) of the Majority
                Beneficiaries; or 

            


    

     

    
      	 	
              (2)

            	
              in
                the absence of any such instructions, may (but is not obliged to)
                act as
                it thinks fit in the best interests of the
                Beneficiaries.

            


    

     

    
      	 	
              (b)

            	
              Each
                Beneficiary authorises the Security Trustee to give any consent and
                do
                anything else necessary or appropriate for it to give effect to any
                instructions given in accordance with this
                deed.

            


    

     

    
      	 	
              (c)

            	
              Any
                action taken by the Security Trustee in accordance with this deed
                is
                binding, as between the Security Trustee and the Beneficiaries, on
                all the
                Beneficiaries.

            


    

     

    
      	 	
              (d)

            	
              Despite
                any other provision of this deed, the Security Trustee is not obliged
                to
                take any action under this deed or a Security or exercise any Power
                until
                it is first indemnified to its satisfaction in accordance with
                clause 6.15
                or
                otherwise.

            


    

     

    
      	 	
              (e)

            	
              When
                seeking instructions from Beneficiaries, if the Security Trustee
                considers
                that the Majority Beneficiaries are constituted by the “Majority
                Financiers” under the Facility Agreement alone, it may seek instructions
                from the Agent without approaching any other
                Beneficiary.

            


    

     

    
      	 	
              (f)

            	
              The
                Security Trustee is not obliged to consult with the Beneficiaries
                before
                giving any consent, approval or agreement or making any determination
                under the Transaction Documents except where a Transaction Document
                expressly provides otherwise.

            


    

     

    
      	 	
              6.3

            	
              Exercise
                of Powers to waive or
                amend

            


    

     

    The
      Security Trustee:

     

    
      	 	
              (a)

            	
              must
                not, in its capacity as trustee, waive breaches of, or any
                Default
                under, or otherwise excuse the performance of any obligation of a
                Transaction Party under, a Transaction Document without the prior
                instructions of the
                Majority Beneficiaries;

            


    

     

    
      	 	
              (b)

            	
              must
                exercise or refrain from exercising a Power and must waive or excuse
                performance of a Security if so
                instructed:

            


    

     

    
      
        
        

      

      
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              (1)

            	
              by
                the
                Majority Beneficiaries; or

            


    

     

    
      	 	
              (2)

            	
              where
                a Transaction Document provides for such instructions from the
                Beneficiaries on a different basis, from the Beneficiaries on that
                basis;

            


    

     

    
      	 	
              (c)

            	
              must
                not amend or vary any Transaction Document unless instructed to do
                so
                by:

            


    

     

    
      	 	
              (1)

            	
              the
                Majority Beneficiaries or

            


    

     

    
      	 	
              (2)

            	
              where
                a Transaction Document provides for such instructions from the
                Beneficiaries on a different basis, from the Beneficiaries on that
                basis,

            


    

     

    but
      is
      not obliged to effect any such amendment or variation to the extent it would
      increase the personal liability of the Security Trustee or derogate from any
      of
      its rights under the Transaction Documents.

     

    
      	 	
              6.4

            	
              Exercise
                of enforcement and other
                powers

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee must, if so instructed by the
                Majority
                Beneficiaries following the occurrence of an Event of Default:

            


    

     

    
      	 	
              (1)

            	
              give
                notice in writing to a Security Provider declaring that the relevant
                Secured Moneys are immediately due and
                payable;

            


    

     

    
      	 	
              (2)

            	
              appoint
                a Controller under a Security; 

            


    

     

    
      	 	
              (3)

            	
              otherwise
                enforce or take steps to enforce a Security as directed in writing
                by
                the
                Majority Beneficiaries; or

            


    

     

    
      	 	
              (4)

            	
              do
                any one or more of the things in clauses 6.4(a)(1),
                6.4(a)(2)
                and 6.4(a)(3).

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee must if entitled by law to do so, appoint a Controller
                under the Corporations Act to a Security Provider if so instructed
                by
                the
                Majority Beneficiaries.

            


    

     

    
      	 	
              (c)

            	
              The
                Security Trustee must if entitled by law to do so, appoint an
                administrator under the Corporations Act to a Security Provider if,
                but
                only if, instructed to do so by the
                Majority Beneficiaries.

            


    

     

    
      	 	
              (d)

            	
              The
                Security Trustee must at any time after action under
                clause 6.4(a),
                (b)
                or
                (c)
                has been taken, do any other things it considers appropriate (or
                as
                instructed by the
                Majority Beneficiaries) to enforce the whole or any part of the Security
                in respect of which that first mentioned action was taken and to
                exercise
                its Powers under that Security.

            


    

     

    
      	 	
              (e)

            	
              The
                Security Trustee must, if so instructed by all
                Beneficiaries release or discharge:

            


    

     

    
      	 	
              (1)

            	
              any
                specified Security in full; or

            


    

     

    
      	 	
              (2)

            	
              all
                or any specified assets from any specified
                Security,

            


    

     

    but
      otherwise must not release or discharge a Security or any specified assets
      from
      a Security unless required by law or by the express provisions of a Transaction
      Document to do so.

     

    
      
        
        

      

      
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              (f)

            	
              If
                the Security Trustee is directed by the
                Majority Beneficiaries to appoint a Controller under a Security,
                it must
                appoint a Controller selected by Majority
                Beneficiaries.

            


    

     

    
      	 	
              (g)

            	
              A
                notice under clause 6.4(a)(1)
                is
                not required for money to be made payable or for any enforcement
                action
                (including appointment of a Controller or declaring that money is
                due and
                payable) under the Transaction Documents as long as the money is
                payable
                or the enforcement action can be taken under the Transaction
                Documents.

            


    

     

    
      	 	
              6.5

            	
              Exercise
                of other ancillary powers

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee:

            


    

     

    
      	 	
              (1)

            	
              is
                not responsible for, or liable to any person in respect of, any absence
                of, or defect in, title or for its inability to exercise any of its
                Powers
                under a Security or Transaction Document arising from any absence
                of, or
                defect in, title; and

            


    

     

    
      	 	
              (2)

            	
              need
                not give notice to any person of the execution of any Security or
                Transaction Document nor obtain any licence, consent or other authority
                for the execution of any Security and is not liable to any person
                for
                failure to do so.

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee:

            


    

     

    
      	 	
              (1)

            	
              may
                rely on any certificate, notice or other document (including any
                email,
                facsimile
                transmission or telegram) it believes to be genuine and correct and
                to
                have been signed or sent by or on behalf of the proper or authorised
                person or persons; 

            


    

     

    
      	 	
              (2)

            	
              may
                rely on any advice or statements of solicitors, independent accountants
                or
                other experts selected by the Security Trustee with reasonable care;
                and

            


    

     

    
      	 	
              (3)

            	
              must
                place any Security, title document or other document, deed or certificate
                relating to a Security for the time being in its possession in any
                properly and safely maintained safe deposit, safe or receptacle selected
                by it, or with any bank or financial institution (including
                a Beneficiary) or person whose business includes undertaking the
                safe
                custody of documents, or with any lawyer or firm of
                lawyers,

            


    

     

    in
      any
      such case without being responsible, or liable, to any person for any loss
      occasioned by doing so.

     

    
      	 	
              6.6

            	
              Right
                to appoint agent,
                delegates

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee, instead of acting personally, may employ an agent
                to do
                any act required or permitted to be done under this deed or in relation
                to
                the Securities.

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee may at its own
                cost:

            


    

     

    
      	
            	(1)	
              delegate
                any of its Powers under this deed or in relation to the Securities,
                either
                wholly or partially or subject to any limitations or restrictions,
                to any
                person (including any Beneficiary) as it thinks fit, proper or appropriate
                in its absolute discretion if
                that delegate agrees to be bound by the terms of this deed as if
                it was a
                party to it; 

            


    

     

    
      
        
        

      

      
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            	(2)	
              for
                the purpose of any delegation under clause 6.6(b)(1),
                execute such powers of attorney or other instruments as it thinks
                proper;
                and

            


    

     

    
      	
            	(3)	
              revoke
                any delegation under clause 6.6(b)(1)
                or
                power or instrument under clause 6.6(b)(2),
                from time to time.

            


    

     

    
      	 	
              (c)

            	
              No
                person dealing with the Security Trustee, or any delegate referred
                to in
                clause 6.6(b)
                is
                bound to enquire whether the delegation remains in
                force.

            


    

     

    
      	 	
              (d)

            	
              The
                Security Trustee may act or rely on the opinion, certificate or advice
                of,
                or information obtained from, any agent, delegate or adviser appointed
                by
                it. The Security Trustee is not responsible for any loss occasioned
                by
                doing so if the Security Trustee has acted in good faith and has
                not been
                guilty of fraud, wilful default or gross negligence in so
                acting.

            


    

     

    
      	 	
              (e)

            	
              Despite
                an appointment under clause 6.6(b),
                but subject to clause 6.14(a)(2),
                the Security Trustee remains liable for any act or omission of any
                appointee as if such act or omission was of the Security
                Trustee.

            


    

     

    
      	 	
              6.7

            	
              Events
                of Default

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee is not to be regarded as having knowledge of the
                occurrence of any Default
                unless the Security Trustee:

            


    

     

    
      	
            	(1)	
              has
                received notice (Default
                Notice)
                from a Transaction Party or Beneficiary referring to this deed or
                the
                relevant Transaction Document and stating that a Default
                has occurred and describing the event and stating that the notice
                is a
                “Default Notice”; or

            


    

     

    
      	
            	(2)	
              is
                actually aware that a Default
                has occurred.

            


    

     

    
      	 	
              (b)

            	
              If
                the Security Trustee receives a Default Notice or becomes actually
                aware
                that a Default
                has occurred, the Security Trustee must promptly notify all Beneficiaries
                of the occurrence.

            


    

     

    
      	 	
              (c)

            	
              If
                the Security Trustee receives a Default Notice, the Security Trustee
                may
                consider the Default
                to
                be continuing until it has received a further notice from the party
                giving
                the original notice stating that the Default
                is
                no longer continuing. The Security Trustee may rely on the second
                notice
                for all purposes under this deed and the Transaction
                Documents.

            


    

     

    
      	 	
              6.8

            	
              No
                monitoring

            


    

     

    The
      Security Trustee is not required to:

     

    
      	 	
              (a)

            	
              keep
                itself informed as to the performance or observance by any Transaction
                Party of its obligations under any Transaction Document or
                any other document or agreement to which any one or more of them
                is a
                party; or

            


    

     

    
      	 	
              (b)

            	
              inspect
                the properties or books of any Transaction Party or
                to assess or keep under review the business, operations, financial
                condition, creditworthiness or status of the affairs of any Transaction
                Party.

            


    

     

    
      
        
        

      

      
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              6.9

            	
              Information

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee must forward to each Beneficiary a copy of each
                notice,
                report, set of accounts or other document promptly after the Security
                Trustee receives it from a Transaction Party under any Transaction
                Document.

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee is not obliged to review or check the accuracy or
                completeness of any report, notice or other document it forwards
                to any
                Beneficiary or other person.

            


    

     

    
      	 	
              (c)

            	
              Except
                for any notices, reports, accounts or other documents or information
                which
                the Security Trustee is required to provide under any Transaction
                Document, the Security Trustee has no duty or responsibility, but
                is
                authorised in its absolute discretion, to provide any Beneficiary
                with any
                credit or other information concerning the assets, liabilities, financial
                condition or business of any Transaction Party or
                any of its respective Subsidiaries or Related Body Corporate, which
                may
                come into the possession of the Security
                Trustee.

            


    

     

    
      	 	
              (d)

            	
              Nothing
                in any Transaction Document obliges the Security Trustee to disclose
                any
                information relating to any Transaction Party if the disclosure
                would, or
                might in the reasonable opinion of the Security Trustee,
                constitute
                a breach of any law or duty of secrecy or
                confidence.

            


    

     

    
      	 	
              6.10

            	
              Security
                Trustee to have same rights as Beneficiaries

            


    

     

    The
      Security Trustee, in its capacity as a Beneficiary (if it is or becomes one)
      has
      the same rights, powers and discretions under this deed as any other Beneficiary
      and may exercise the same as if it were not acting as the Security
      Trustee.

     

    
      	 	
              6.11

            	
              Security
                Trustee may contract

            


    

     

    The
      Security Trustee may, despite any rule of law or equity to the contrary, enter
      into any contract or arrangement and transact any kind of business with any
      Beneficiary or Transaction Party and is not liable to account for any fee,
      remuneration or profit received or accruing in connection with that contract,
      arrangement or transaction.

     

    
      	 	
              6.12

            	
              Exercise
                of Powers

            


    

     

    The
      Security Trustee or any shareholder, director, Officer or employee of the
      Security Trustee may be interested as a director, Officer, employee,
      shareholder, manager or professional advisor or may otherwise stand in a
      fiduciary position in relation to any party to this deed or any other person
      and
      that interest or fiduciary position does not preclude the Security Trustee
      from
      exercising any Power (including where an exercise of that Power may benefit
      that
      party or person).

     

    
      	 	
              6.13

            	
              Application
                to court for direction

            


    

     

    The
      Security Trustee may apply to a court for directions in relation to any question
      relating to its duties under this deed or to its Powers.

     

    
      
        
        

      

      
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        Oil and Gas Security Trust Deed

       

    

    
      	 	
              6.14

            	
              Security
                Trustee not liable

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee is not, and its Related
                Bodies Corporate (if any), Subsidiaries,
                directors, Officers, employees, agents, successors or attorneys are
                not,
                liable to any party for:

            


    

     

    
      	 	
              (1)

            	
              any
                loss or damage occurring as a result of it exercising, failing to
                exercise
                or purporting to exercise any Power under this deed or in relation
                to a
                Transaction Document;

            


    

     

    
      	 	
              (2)

            	
              any
                act of any agent, delegate, Officer or employee of the Security
                Trustee;

            


    

     

    
      	 	
              (3)

            	
              any
                other matter or thing done, or not done, by it in relation to this
                deed or
                a Transaction Document;

            


    

     

    
      	 	
              (4)

            	
              any
                absence of, or defect in, title or any inability to exercise any
                of its
                Powers under a Security;

            


    

     

    
      	 	
              (5)

            	
              any
                failure by a Transaction Party to perform its obligations under a
                Transaction Document;

            


    

     

    
      	 	
              (6)

            	
              the
                financial condition or solvency of a Transaction
                Party;

            


    

     

    
      	 	
              (7)

            	
              any
                statement, representation or warranty of a Transaction Party being
                incorrect or misleading in any
                respect;

            


    

     

    
      	 	
              (8)

            	
              acting
                in accordance with the instructions of one or more of the
                Beneficiaries
                or
                all of the Beneficiaries (as applicable) in accordance with this
                deed or
                for refraining from acting in accordance with the instructions of
                one or
                more of the Beneficiaries
                or
                all of the Beneficiaries (as applicable) in accordance with this
                deed, or
                where there are no instructions which are required by this deed for
                the
                Security Trustee to act or refrain from
                acting;

            


    

     

    
      	 	
              (9)

            	
              acting
                on any written communication, notice or other document containing
                a
                direction or instructions purporting to have been given by one or
                more of
                the Beneficiaries, the
                Majority Beneficiaries or all of the Beneficiaries which the Security
                Trustee believes to be genuine and correct and to have been signed
                by, or
                sent by or on behalf of, the proper person;


            


    

     

    
      	 	
              (10)

            	
              acting
                on any written communication, notice or other document containing
                a
                direction or instructions purporting to have been given by one or
                more of
                the Beneficiaries, the
                Majority Beneficiaries or all of the Beneficiaries passed at a meeting
                of
                the Beneficiaries at which minutes were made and signed, even though
                it
                may subsequently be found that there was some defect in the constitution
                of the meeting or the passing of the resolution or that for any other
                reason the resolution was not valid or binding on any of the Beneficiaries
                whom it purported to bind, or on the Security Trustee;
                or

            


    

     

    
      	 	
              (11)

            	
              the
                value, validity, effectiveness, genuineness, enforceability or sufficiency
                of any Security, Transaction Document or any other certificate or
                document
                given under any of them,

            


    

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

    

    to
      the
      extent that the Security Trustee and its agents, delegates, Officers and
      employees have acted reasonably in all the circumstances and have not been
      guilty of fraud, wilful default or gross negligence.

     

    
      	 	
              (b)

            	
              Nothing
                in this clause 6.14
                exempts the Security Trustee from liability to a Beneficiary if it
                fails
                to follow the lawful directions of one or more of the
                Beneficiaries, the
                Majority Beneficiaries or all of the Beneficiaries given in accordance
                with this deed (as applicable) or fails to obtain the required consent
                of
                one or more of the Beneficiaries,
                the
                Majority Beneficiaries the
                Agent or all of the Beneficiaries in any circumstance where the direction
                is lawfully given or the consent is required under this
                deed.

            


    

     

    
      	 	
              (c)

            	
              Failure
                by the Security Trustee to act due to lack of instructions or lack
                of
                proper instructions from one or more of the Beneficiaries,
                the
                Majority Beneficiaries or all of the Beneficiaries required to be
                given
                under this deed ( as applicable) does not amount to fraud, wilful
                default
                or gross
                negligence of the Security Trustee.

            


    

     

    
      	 	
              (d)

            	
              The
                Security Trustee is not bound by any waiver, amendment, supplement
                or
                modification of any Transaction Document unless it gives its prior
                written
                consent as Security Trustee under the Transaction
                Document.

            


    

     

    
      	 	
              (e)

            	
              The
                Security Trustee is not liable to any Transaction Party because a
                Beneficiary fails to perform its obligations under a Transaction
                Document.

            


    

     

    
      	 	
              6.15

            	
              Indemnity

            


    

     

    
      	 	
              (a)

            	
              Subject
                to clause 6.15(b)
                and:

            


    

     

    
      	 	
              (1)

            	
              without
                prejudice to any right of indemnity given to it by law or equity;
                and 

            


    

     

    
      	 	
              (2)

            	
              in
                addition to, and without prejudice to, any other indemnity in any
                other
                Transaction Document,

            


    

     

    the
      Security Trustee is entitled to be indemnified out of any money from time to
      time received by the Security Trustee under the Securities or otherwise forming
      part of the Trust Fund in respect of:

     

    
      	 	
              (3)

            	
              all
                losses, damages, liabilities and expenses (including any money paid
                or to
                be paid for the employment or appointment of any agent) sustained
                or
                incurred by it directly or indirectly in the exercise or purported
                exercise of the Powers under this deed or in relation to the other
                Transaction Documents or in connection with, or arising out of, its
                role
                as Security Trustee (including amounts incurred by the Security Trustee’s
                agents, advisers, experts or consultants under or in relation to
                the
                Transaction Documents); and

            


    

     

    
      	 	
              (4)

            	
              all
                actions, proceedings, costs, claims and demands arising in relation
                to
                this deed or any other Transaction
                Document,

            


    

     

    and
      the
      Security Trustee may from time to time retain and pay out of any money recovered
      from the Securities or otherwise forming part of the Trust Fund an amount to
      satisfy that indemnity.

     

    
      	 	
              (b)

            	
              If
                there is no money available for the Security Trustee to satisfy its
                indemnity under clause 6.15(a)(1),
                each Beneficiary severally in its Share indemnifies the Security
                Trustee
                against that amount and must pay its Share to the Security Trustee
                within
                3
                Business Days of demand (the Share of a Beneficiary being determined,
                as
                if the date of demand was the Determination Date). If
                any Beneficiary is a natural person then that Beneficiary will not
                be
                required to indemnify the Security Trustee under this clause 6.15(b)
                and
                the Security Trustee will not be able to recover any such amount
                from that
                Beneficiary.

            


    

     

    
      
        
        

      

      
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              (c)

            	
              The
                indemnity in clause 6.15(a)(1)
                does not apply:

            


    

     

    
      	 	
              (1)

            	
              where
                the Security Trustee or any of its Officers, agents, delegates, or
                employees is guilty of fraud, wilful default or
                gross negligence; or

            


    

     

    
      	 	
              (2)

            	
              to
                the extent that any Beneficiary (as beneficiary under this deed)
                may have
                a claim against the Security Trustee in accordance with any Transaction
                Document.

            


    

     

    
      	 	
              (d)

            	
              Each
                Security Provider jointly and severally indemnifies:
                

            


    

     

    
      	 	
              (1)

            	
              each
                Beneficiary against all amounts it is required to pay under
                clause 6.15(b)
                (other than amounts arising from any dispute between any Beneficiary
                and
                any other Beneficiary or the Security Trustee as to the determination
                of
                priority amounts or the sharing of money under this deed) and must
                pay
                amounts under this clause 6.15(a)
                on
                demand;.

            


    

     

    
      	 	
              (2)

            	
              the
                Security Trustee for amounts for a natural person would be required
                to
                indemnify it under clause 6.15(b)
                but for the last sentence of that
                clause.

            


    

     

    
      	 	
              6.16

            	
              Protection
                of third parties

            


    

     

    No
      person
      dealing with the Security Trustee is bound to enquire whether the Security
      Trustee: 

     

    
      	 	
              (a)

            	
              has
                been properly appointed under this deed;
                or

            


    

     

    
      	 	
              (b)

            	
              has
                the requisite Power under this deed or another Transaction Document,
                

            


    

     

    and
      any
      person dealing with the Security Trustee may
      assume that anything purported to be done by the Security Trustee under this
      deed or another Transaction Document has been duly authorised by this deed
      and
      the Beneficiaries.

     

    
      	 	
              6.17

            	
              Exclusions
                of law where permitted

            


    

     

    All
      liabilities and responsibilities which may from time to time be imposed on
      the
      Security Trustee at law or in equity are, to the extent permitted at law or
      in
      equity, and, except to the extent provided to the contrary in this deed,
      expressly negatived and waived by the other parties.

     

    
      	 	
              6.18

            	
              Independent
                decisions by Beneficiaries

            


    

     

    
      	 	
              (a)

            	
              Each
                Beneficiary acknowledges that it has, independently and without reliance
                on the Security Trustee or any other Beneficiary, and based on the
                documents and information it has considered appropriate, made its
                own
                investigation into the affairs and financial condition of each Transaction
                Party and the value, validity, effectiveness, genuineness and
                enforceability of each Transaction
                Document.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              Each
                Beneficiary must independently and without reliance on the Security
                Trustee or any other Beneficiary, and based on the documents and
                information it considers appropriate, continue to make its own analysis
                and decisions in relation to its rights and obligations under any
                document
                or agreement to which it and any other Beneficiary or any other
                Transaction Party is a party.

            


    

     

    
      	 	
              (c)

            	
              The
                Security Trustee is not liable if a Beneficiary fails to do anything
                referred to in clause 6.18(a)
                or
                6.18(b)
                or
                if a Beneficiary suffers loss or damage as a result of doing anything
                referred to in clause 6.18(a)
                or
                6.18(b).

            


    

     

    
      	 	
              6.19

            	
              Variation

            


    

     

    The
      provisions of this clause 6,
      other
      than clauses 6.14
      and
6.15,
      may be
      amended from time to time by written
      agreement between the Security Trustee and the Beneficiaries without
      the approval of the Security Providers and
      so
      long as the amendment does not increase the liability of any other party or
      derogate from the rights of any other party.

     

    
      	 	
              6.20

            	
              Additional
                matters

            


    

     

    
      	 	
              (a)

            	
              The
                rights and obligations of the Security Trustee under this deed are
                in
                addition to, and without prejudice to, its rights and obligations
                under
                the other Transaction Documents.

            


    

     

    
      	 	
              (b)

            	
              If
                there is any inconsistency between the rights and obligations of
                the
                Security Trustee under this deed and the rights and obligations of
                the
                Security Trustee under any other Transaction Document, those under
                this
                deed prevail to the extent of the
                inconsistency.

            


    

     

    
      	 	
              6.21

            	
              Fees

            


    

     

    The
      Security Trustee must be paid the fees by the persons agreeing to pay them
      in
      accordance with any letters to that effect from or to the Security
      Trustee.

     

    
      

    

    
      	 	
              7

            	
              Termination
                of Security Trustee’s
                appointment

            


    

     

    
      	 	
              7.1

            	
              Termination
                of appointment

            


    

     

    
      	 	
              (a)

            	
              The
                Security Trustee may resign at any time by giving at least
                20 Business Days
                notice to each Beneficiary to
                that effect.

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee may
                be
                removed at any time by the
                Majority Beneficiaries giving to the Security Trustee
                at
                least 20 Business Days notice to that
                effect.

            


    

     

    
      	 	
              (c)

            	
              On
                the termination of the Security Trustee’s appointment, whether by
                resignation, removal or otherwise, the Security Trustee is released
                from
                any further obligations as Security Trustee under this deed and the
                other
                Transaction Documents from the time of that termination, but the
                release
                does not prejudice any liability in respect of any default arising
                before
                the termination of appointment.

            


    

     

    
      
        
        

      

      
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              7.2

            	
              Assurances

            


    

     

    Despite
      clause 7.1
      and the
      terms of any Transaction Document, no resignation, removal or release of the
      Security Trustee takes effect unless:

     

    
      	 	
              (a)

            	
              a
                successor Security Trustee has been appointed in accordance with
                clause 7.3;

            


    

     

    
      	 	
              (b)

            	
              the
                successor Security Trustee undertakes to act as Security Trustee
                and be
                bound in that capacity by the terms of this deed and each Security
                to
                which the Security Trustee is a party and
                executes documents, if required by a Beneficiary, to confirm that
                undertaking; and

            


    

     

    
      	 	
              (c)

            	
              the
                successor Security Trustee obtains title to each Security and the
                Trust
                Fund in its capacity as Security
                Trustee.

            


    

     

    
      	 	
              7.3

            	
              Appointment
                of successor Security
                Trustee

            


    

     

    
      	 	
              (a)

            	
              If
                the appointment of the Security Trustee is terminated, by resignation,
                removal or otherwise, the
                Majority Beneficiaries may appoint a successor Security
                Trustee.

            


    

     

    
      	 	
              (b)

            	
              If
                no successor Security Trustee is appointed by the
                Majority Beneficiaries, or accepts the appointment, within
                20 Business Days after:

            


    

     

    
      	 	
              (1)

            	
              notice
                of resignation or removal is given in accordance with
                clause 7.1;
                or

            


    

     

    
      	 	
              (2)

            	
              the
                Security Trustee’s appointment is otherwise terminated,
                

            


    

     

    the
      terminated Security Trustee may, on behalf of each Beneficiary, appoint a
      successor Security Trustee on the same terms as the terminated Security
      Trustee.

     

    
      	 	
              (c)

            	
              Each
                Beneficiary and each Security Provider is bound by the terms of any
                appointment made under clause 7.3(b).

            


    

     

    
      	 	
              (d)

            	
              The
                Security Trustee, each Beneficiary and each Transaction Party must
                do all
                things necessary, including executing any deeds of appointment or
                vesting,
                to ensure that the appointment of any successor Security Trustee
                is
                properly and promptly effected.

            


    

     

    
      	 	
              (e)

            	
              When
                a successor Security Trustee is appointed, the new Security Trustee
                and
                each other party to the Transaction Documents has the same rights
                and
                obligations among themselves as they would have had if the new Security
                Trustee had been an original party to the Transaction Documents (other
                than in relation to any accrued rights against the terminated Security
                Trustee for default under the Transaction
                Documents).

            


    

     

    
      	 	
              (f)

            	
              Each
                Beneficiary and each other party to this deed (other than the Security
                Trustee), for consideration received, appoints the Security Trustee
                and
                each Officer for the time being and from time to time of the Security
                Trustee severally its attorney, in its name and on its behalf, to
                do all
                things and execute, sign seal and deliver (conditionally or
                unconditionally in the attorney’s discretion) all documents, deeds and
                instruments necessary or desirable for the appointment of a successor
                Security Trustee under clause 7.3(b)
                and to vest in that successor Security Trustee all of the Trust Fund
                or
                any part of it.

            


    

     

    
      
        
        

      

      
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              (g)

            	
              The
                power in clause 7.3(f)
                may be delegated or a sub-power may be given, and any delegate or
                sub-attorney may be removed by the attorney appointing
                it.

            


    

     

    
      

    

    
      	 	
              8

            	
              Changes
                to Beneficiaries and Security
                Providers

            


    

     

    
      	 	
              8.1

            	
              Transfers
                by Beneficiaries

            


    

     

    A
      Beneficiary may assign any of its rights or novate any of its rights and
      obligations under any of the Transaction Documents to any person and in any
      manner permitted under and in accordance with the Transaction
      Documents.

     

    
      	 	
              8.2

            	
              New
                Beneficiaries pursuant to
                transfers

            


    

     

    
      	 	
              (a)

            	
              If
                a Beneficiary assigns any of its rights or novates any of its rights
                and
                obligations under any of the Transaction Documents to which it is
                a party
                to a New Beneficiary, the New Beneficiary may become a Beneficiary
                by
                executing an Accession Deed
                (Beneficiary).

            


    

     

    
      	 	
              (b)

            	
              Each
                Security Provider and each other Beneficiary for consideration received,
                irrevocably appoints the Security Trustee, and each Officer for the
                time
                being and from time to time of the Security Trustee, severally its
                attorney to execute any Accession Deed (Beneficiary) for and in the
                name
                of the Security Provider or the Beneficiary (as
                applicable).

            


    

     

    
      	 	
              (c)

            	
              When
                a New Beneficiary executes an Accession Deed
                (Beneficiary):

            


    

     

    
      	 	
              (1)

            	
              it
                becomes a Beneficiary and becomes bound by this deed and receives
                the
                benefits of a Beneficiary under this deed on the same basis as if
                it were
                a party to this deed;

            


    

     

    
      	 	
              (2)

            	
              the
                assigning or transferring Beneficiary continues to be bound by this
                deed
                unless it has assigned all of its rights, or novated all of its rights
                and
                obligations, to one or more New Beneficiaries, in which case it is
                a
                Retired Beneficiary;

            


    

     

    
      	 	
              (d)

            	
              A
                Beneficiary that assigns any of its rights or novates any of its
                rights
                and obligations under any of the Transaction Documents to which it
                is a
                party to a New Beneficiary must require, as a condition of that assignment
                or novation, that the New Beneficiary execute an Accession Deed
                (Beneficiary) in accordance with this clause 8.2.

            


    

     

    
      	 	
              8.3

            	
              Other
                New Beneficiaries

            


    

     

    
      	 	
              (a)

            	
              A
                person may become a Beneficiary other than pursuant to an assignment
                or
                novation pursuant to clause 8.2
                by
                executing an Accession Deed
                (Beneficiary).

            


    

     

    
      	 	
              (b)

            	
              Each
                Beneficiary and each Security Provider, for consideration received,
                irrevocably appoints the Security Trustee, and each Officer for the
                time
                being and from time to time of the Security Trustee, severally as
                its
                attorney to execute for and in the name of the Beneficiary or the
                Security
                Provider, (as applicable) each Accession Deed (Beneficiary) referred
                to in
                clause 8.3(a).

            


    

     

    
      
        
        

      

      
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              (c)

            	
              When
                a New Beneficiary executes an Accession Deed (Beneficiary) referred
                to in
                clause 8.3(a)
                it
                becomes bound by this deed and receives the benefits of a Beneficiary
                under this deed on the same basis as if it were a party to this
                deed.

            


    

     

    
      	 	
              8.4

            	
              New
                Security Provider

            


    

     

    
      	 	
              (a)

            	
              Immediately
                a person who is not already a Security Provider grants a Collateral
                Security, each Transaction Party must ensure that, if
                the person is a Related Body Corporate of that Transaction Party,
                the
                person becomes a party to this deed as a Security Provider by executing
                an
                Accession Deed (Security Provider).

            


    

     

    
      	 	
              (b)

            	
              Each
                Beneficiary and each Security Provider, for consideration received,
                irrevocably appoints the Security Trustee, and each Officer for the
                time
                being and from time to time of the Security Trustee, severally its
                attorney to execute for and in the name of the Beneficiary or the
                Security
                Provider, (as applicable) any Accession Deed (Security
                Provider).

            


    

     

    
      	 	
              8.5

            	
              Notice
                of change

            


    

     

    
      	 	
              (a)

            	
              A
                Beneficiary must promptly notify the Security Trustee of any assignment
                or
                novation of that Beneficiary’s rights, benefits or obligations under any
                Transaction Document.

            


    

     

    
      	 	
              (b)

            	
              The
                Security Trustee may treat each Beneficiary (or any assignee or substitute
                Beneficiary of which the Security Trustee has actual notice) as the
                holder
                of the benefit of that Beneficiary’s interests under the Transaction
                Documents for all purposes, until it receives notice under
                clause 8.5(a)
                to
                the contrary.

            


    

     

    
      

    

    
      	 	
              9

            	
              Savings
                provisions

            


    

     

    
      	 	
              9.1

            	
              Continuing
                indemnities

            


    

     

    
      	 	
              (a)

            	
              Each
                indemnity contained in this deed and each other Transaction Document
                is a
                continuing obligation despite:

            


    

     

    
      	 	
              (1)

            	
              any
                settlement of account; or

            


    

     

    
      	 	
              (2)

            	
              the
                occurrence of any other thing,

            


    

     

    and
      remains in full force and effect until:

     

    
      	 	
              (3)

            	
              all
                money owing, contingently or otherwise, under any Transaction Document
                has
                been paid in full; and

            


    

     

    
      	 	
              (4)

            	
              each
                Transaction Document has been finally
                discharged.

            


    

     

    
      	 	
              (b)

            	
              Each
                indemnity in this deed and each other Transaction Document is an
                additional, separate and independent obligation and no one indemnity
                limits the general application of any other
                indemnity.

            


    

     

    
      
        
        

      

      
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              9.2

            	
              Non-avoidance

            


    

     

    The
      provisions of this deed are not affected by anything which, but for this
      provision, might have that effect, including:

     

    
      	 	
              (a)

            	
              the
                respective times and dates on which, or the order in which, any of
                the
                Transaction Documents were executed, delivered or
                registered;

            


    

     

    
      	 	
              (b)

            	
              the
                respective times and dates on which, or the order in which, the debts
                and
                monetary liabilities comprising all or any part of any of the Secured
                Moneys are incurred or become due;

            


    

     

    
      	 	
              (c)

            	
              anything
                contained in any of the Transaction
                Documents;

            


    

     

    
      	 	
              (d)

            	
              the
                enforcement or attempted enforcement of, or the exercise or attempted
                exercise of any other Power under, any of the Transaction
                Documents;

            


    

     

    
      	 	
              (e)

            	
              the
                repayment from time to time of all or any part of any of the Secured
                Moneys;

            


    

     

    
      	 	
              (f)

            	
              the
                fluctuation (including the reduction and subsequent increase) from
                time to
                time of all or any part of any of the Secured
                Moneys;

            


    

     

    
      	 	
              (g)

            	
              a
                Beneficiary being or not being from time to time obliged
                to:

            


    

     

    
      	 	
              (1)

            	
              perform
                its obligations under any Transaction Document at the request, or
                for the
                benefit, of any Transaction Party;
                or

            


    

     

    
      	 	
              (2)

            	
              do
                anything which may cause money to become due by any Transaction Party
                to
                that Beneficiary;

            


    

     

    
      	 	
              (h)

            	
              that
                all or any part of the Secured Moneys are contingent or
                prospective;

            


    

     

    
      	 	
              (i)

            	
              the
                appointment of a liquidator, Controller or other similar officer
                to a
                Transaction Party or to all or any part of the assets of a Transaction
                Party;

            


    

     

    
      	 	
              (j)

            	
              the
                liquidation of a Transaction Party;


            


    

     

    
      	 	
              (k)

            	
              a
                person becoming or ceasing to be a Beneficiary or a Transaction Party;
                or

            


    

     

    
      	 	
              (l)

            	
              any
                provision of any statute or any rule of law or equity to the
                contrary.

            


    

     

    
      	 	
              9.3

            	
              Exclusion
                of moratorium

            


    

     

    To
      the
      extent not excluded by law, a provision of any legislation which at any time
      directly or indirectly lessens, stays, postpones, prevents or otherwise
      prejudicially affects the exercise of any Power, is negatived and excluded
      from
      this deed, and all relief and protection conferred on a Transaction Party by
      or
      under that legislation is also negatived and excluded.

     

    
      

    

    
      	 	
              10

            	
              General

            


    

     

    
      	 	
              10.1

            	
              Performance
                by Security Trustee of
                obligations

            


    

     

    If
      a
      Transaction Party defaults in fully and punctually performing any obligation
      contained or implied in any Transaction Document, the Security Trustee may,
      without prejudice to any Power, do all things necessary or desirable, in the
      Security Trustee’s opinion, to make good or attempt to make good that default to
      the Security Trustee’s satisfaction.

     

    
      
        
        

      

      
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      	10.2  	
              Transaction
                Party to bear cost

            


    

     

    Except
      as
      otherwise expressly provided in a Transaction Document, any thing which must
      be
      done by a Transaction Party under any Transaction Document, whether or not
      at
      the request of the Security Trustee, is to be done at the cost of the
      Transaction Party.

     

    
      	10.3  	
              GST

            


    

     

    If
      a
      party is entitled under this deed to be reimbursed or indemnified by another
      party for a cost or expense incurred in connection with this deed, the
      reimbursement or indemnity payment must not include any GST component of the
      cost or expense for which an input tax credit may be claimed by the party
      entitled to be reimbursed or indemnified, or by its representative
      member.

     

    
      	10.4  	
              Notices

            


    

     

    Any
      notice or other communication including any request, demand, consent or
      approval, to or by a party to any Transaction Document:

     

    
      	(a)  	
              must
                be in legible writing and in English addressed as shown below:

            


    

     

    
      	(1)  	
              if
                to the Security Trustee:

            


    

     

    Address: Level
      1,
      No. 1 Martin Place

     
      Sydney NSW 2000

     

    Attention: Metals
      and Energy Capital Division - Vanessa  Lenthall

     

    Facsimile: (61
      2)
      8232 3590

     

    
      	(2)  	
              if
                to an Initial Beneficiary,
                to the address set out in
                schedule 1;

            


    

     

    
      	(3)  	
              if
                to an Initial Security Provider, to the address set out in
                schedule 2;

            


    

     

    
      	(4)  	
              if
                to any other Beneficiary, to the address notified by that Beneficiary
                to
                the Security Trustee in writing,

            


    

     

    or
      as
      specified to the sender by any party by notice;

     

    
      	(b)  	
              must
                be signed by an Officer of the sender;


            


    

     

    
      	(c)  	
              is
                regarded as being given by the sender and received by the
                addressee:

            


    

     

    
      	(1)  	
              if
                by delivery in person, when delivered to the
                addressee;

            


    

     

    
      	(2)  	
              if
                by post, on
                delivery to the addressee; or

            


    

     

    
      	(3)  	
              if
                by facsimile transmission, whether or not legibly received, when
                received
                by the addressee,

            


    

     

    but
      if
      the delivery or receipt is on a day which is not a Business Day or is after
      4pm
      (addressee’s time) it is regarded as received at 9am on the following Business
      Day; and

     

    
      
        
        

      

      
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      	(d)  	
              can
                be relied on by the addressee and the addressee is not liable to
                any other
                person for any consequences of that reliance if the addressee believes
                it
                to be genuine, correct and authorised by the
                sender.

            


    

     

    A
      facsimile transmission is regarded as legible unless the addressee telephones
      the sender within 2 hours after the transmission is received or regarded as
      received under clause 10.4(c)
      and
      informs the sender that it is not legible.

     

    
      	10.5  	
              Governing
                law and jurisdiction

            


    

     

    
      	(a)  	
              This
                deed is governed by the laws of New South
                Wales;.

            


    

     

    
      	(b)  	
              The
                parties irrevocably submits to the non-exclusive
                jurisdiction of the courts of New South
                Wales.

            


    

     

    
      	(c)  	
              Each
                Security Provider irrevocably waives any objection to the venue of
                any
                legal process on the basis that the process has been brought in an
                inconvenient forum.

            


    

     

    
      	(d)  	
              Each
                Security Provider irrevocably waives any immunity in respect of its
                obligations under this deed that it may acquire from the jurisdiction
                of
                any court or any legal process for any reason including the service
                of
                notice, attachment before judgment, attachment in aid of execution
                or
                execution.

            


    

     

    
      	(e)  	
              Each
                Security Provider appoints Samson Oil and Gas Limited of
                Level 36, Exchange Plaza, 2 The Esplanade, Perth WA 6000 in
                relation to proceedings in New
                South Wales as
                its agent to receive service of any legal process on its behalf (including
                under, in relation to or in connection with a Transaction Document)
                without excluding any other means of service permitted by the law
                of New
                South Wales or that other
                jurisdiction.

            


    

     

    
      	(f)  	
              Samson
                Oil and Gas Limited accepts its appointment under clause
                10.5(e).

            


    

     

    
      	(g)  	
              Each
                party expressly agrees and consents to the provisions of this clause
                10.5.

            


    

     

    
      	10.6  	
              Prohibition
                and enforceability

            


    

     

    
      	(a)  	
              Any
                provision of, or the application of any provision of, any Transaction
                Document or any Power which is prohibited in any jurisdiction is,
                in that
                jurisdiction, ineffective only to the extent of that
                prohibition.

            


    

     

    
      	(b)  	
              Any
                provision of, or the application of any provision of, any Transaction
                Document which is void, illegal or unenforceable in any jurisdiction
                does
                not affect the validity, legality or enforceability of that provision
                in
                any other jurisdiction or of the remaining provisions in that or
                any other
                jurisdiction.

            


    

     

    
      	10.7  	
              Waivers

            


    

     

    
      	(a)  	
              Waiver
                of any right arising from a breach of this deed or of any Power arising
                on
                default under this deed or on the occurrence of an Event of Default
                must
                be in writing and signed by the party granting the
                waiver.

            


    

     

    
      	(b)  	
              A
                failure or delay in exercise, or partial exercise,
                of:

            


    

     

    
      
        
        

      

      
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          28

        
          

        

      

      
        
        

      

    

     

    Samson
      Oil and Gas Security Trust Deed

     

    
      	(1)  	
              a
                right arising from a breach of this deed or the occurrence of an
                Event of
                Default; or

            


    

     

    
      	(2)  	
              a
                Power created or arising on default under this deed or on the occurrence
                of an Event of Default,

            


    

     

    does
      not
      result in a waiver of that right or Power.

     

    
      	(c)  	
              A
                party is not entitled to rely on a delay in the exercise or non-exercise
                of a right or Power arising from a breach of this deed or on a default
                under this deed or on the occurrence of an Event of Default as
                constituting a waiver of that right or
                Power.

            


    

     

    
      	(d)  	
              A
                party may not rely on any conduct of another party as a defence to
                exercise of a right or Power by that other
                party.

            


    

     

    
      	(e)  	
              This
                clause may not itself be waived except by
                writing.

            


    

     

    
      	10.8  	
              Variation

            


    

     

    Subject
      to clause 6.19,
      a
      variation of any term of this deed must be in writing and signed by the
      parties.

     

    
      	10.9  	
              Cumulative
                rights

            


    

     

    The
      Powers are cumulative and do not exclude any other right, power, authority,
      discretion or remedy of the Security Trustee, Receiver or Attorney.

     

    
      	10.10  	
              Consents
                of Security Trustee

            


    

     

    Despite
      the terms of any other Transaction Document, to be binding or effective a
      consent or approval given by the Security Trustee must be in writing signed
      by a
      director, secretary or Officer of the Security Trustee.

     

    
      	10.11  	
              Limited
                Recourse of Security
                Provider

            


    

     

    To
      the
      extent that either:

     

    
      	(a)  	
              the
                liability of a Security Provider is limited under the terms of a
                Security
                or other Transaction Document to which it is a party;
                or

            


    

     

    
      	(b)  	
              the
                rights of recourse or other rights, powers and remedies of the Security
                Trustee or the Beneficiaries or both are limited under a Security
                or other
                Transaction Document to which a Security Provider is a
                party,

            


    

     

    then
      the
      liability of that Security Provider or the rights of recourse and other rights,
      powers and remedies of the Security Trustee or the Beneficiaries or both in
      respect of that Security Provider are limited to the same extent as if the
      applicable provisions were set out in this deed in full.

     

    
      	10.12  	
              Counterparts

            


    

     

    This
      deed
      may be executed in any number of counterparts. All counterparts together and
      taken to form one and the same instrument.

     

    
      
        
        

      

      
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    Samson
      Oil and Gas Security Trust Deed

     

    
      	10.13  	
              Attorneys

            


    

     

    Each
      of
      the attorneys executing this deed states that the attorney has no notice of
      the
      revocation of the power of attorney appointing that attorney.

     

    
      
        
        

      

      
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          30

        
          

        

      

      
        
        

      

    

     

    Samson
      Oil and Gas Security Trust Deed

     

    
      
        

      

    

    Schedule
      1 - Initial Beneficiaries

     

    
      	
              Name

            	 	
              ABN/ACN/ARBN
                

            	 	
              Address
                and service details

            
	
              Macquarie
                Bank Limited

            	 	
              ABN
                46 008 585 542

            	 	
              Address: 
                 Level
                1, No. 1 Martin 

              Place
                Sydney NSW 2000

              Attention: Metals
                and Energy 

              Capital
                Division - 

              Vanessa
                Lenthall

              Facsimile: +61
                2 8232 3590

            
	 	 	 	 	 


    

     

    
      
        
        

      

      
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          31

        
          

        

      

      
        
        

      

    

    
       

      Samson
        Oil and Gas Security Trust Deed

       

      
        
          

        

      

       

    

    Schedule
      2 - Initial Security Providers

     

    
      	
              Name

            	 	
              ABN/ACN/ARBN
                

            	 	
              Address

            
	
              Samson
                Oil and Gas Limited

            	 	
              ABN
                25 009 069 005

            	 	
              Address: 
                 Level
                36, Exchange Plaza, 

              2
                The Esplanade  

              Perth
                WA 6000

              Attention:
                 Denis
                Rakich

              Facsimile: +61
                8 9220 9820

            
	 	 	 	 	 
	
              Samson
                Oil and Gas USA Inc

            	 	
              N/A

            	 	
              Address: 
                 1726
                Cole Blvd., Suite 210, 

              Lakewood,
                Colorado 80401 USA

              Attention:
                 Robyn
                Lamont

              Facsimile:
                 +1
                303 295 1961

            


    

     

     

    
      
        
        

      

      
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      Samson
        Oil and Gas Security Trust Deed

       

      
        
          

        

      

       

    

    Executed
      as a deed:

     

    Security
      Providers:

    


    Signed
      sealed and delivered for

    Samson
      Oil and Gas Limited

    by
      its
      attorney in the

    presence
      of:

     

    
      	 	 	 	 
	/s/ Robyn
              Lamont 	 	 	/s/ Terence
              M. Barr  
	
              
Witness	 	 	
              
Attorney
	 	 	 	 
	
              Robyn
                Lamont

            	 	 	Terence
              M. Barr 
	
              
                

              

              Name (please print)

            	 	 	
              
                

              

              Name (please
                print)

            


    

     

    Signed
      sealed and delivered for

    Samson
      Oil and Gas USA Inc

    by
      its
      attorney in
      the

    presence
      of:

     

    
      	 	 	 	 
	/s/ Robyn
              Lamont	 	 	/s/ Terence
              M. Barr  
	
              
Witness 	 	 	
              
Authorised
              Signatory
	 	 	 	 
	Robyn
              Lamont	 	 	Terence
              M.
              Barr 
	
              
                

              

              Name (please print)

            	 	 	
              
                

              

              Name (please
                print)

            


    

     

     

    
      
        
        

      

      
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          33

        
          

        

      

      
        
        

      

    

     

    Initial
      Beneficiaries:

    


    Signed
      sealed and delivered for

    Macquarie
      Bank Limited

    by
      its
      attorneys in the

    presence
      of:

     

    
      	 	 	 	 
	/s/ Christian
              A. Coulter	 	 	/s/ Thomas
              Callinan 
	
              
Witness	 	 	
              
Attorney
	 	 	 	 
	Christian
              A.
              Cutler	 	 	Thomas
              Callinan 
	
              
                

              

              Name (please print)

            	 	 	
              
                

              

              Name (please print)

            
	 	 	 	 
	 	 	 	/s/ Andrew
              Sinclair
	 	 	 	
              
                

              

              Attorney

            
	 	 	 	 
	 	 	 	Andrew
              Sinclair 
	 	 	 	
              
                

              

              Name
                (please print)

            
	 	 	 	 


    

      
Security
      Trustee:

    


    Signed
      sealed and delivered for

    Macquarie
      Bank Limited

    by
      its
      attorneys in the

    presence
      of:

     

    
      	 	 	 	 
	/s/ Christian
              A. Coulter	 	 	/s/ Thomas
              Callinan 
	
              
Witness	 	 	
              
Attorney
	 	 	 	 
	Christian
              A. Cutler 	 	 	Thomas
              Callinan 
	
              
                

              

              Name (please print)

            	 	 	
              
                

              

              Name (please print)

            
	 	 	 	 
	 	 	 	/s/ Andrew
              Sinclair 
	 	 	 	
              
                

              

              Attorney

            
	 	 	 	 
	 	 	 	Andrew
              Sinclair 
	 	 	 	
              
                

              

              Name
                (please print)

            
	 	 	 	 


    

     

     

    
      
        
        

      

      
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          34