Syndicated
                convertible loan facility agreement

               

              Samson
                Oil and Gas USA Inc (as Borrower)

               

              Each
                Guarantor listed in schedule 1

               

              Each
                party listed in schedule 2 (as Financier)

               

              Macquarie
                Bank Limited (as Agent)

               

              and

               

              Macquarie
                Bank Limited (as Security Trustee)

               

              and
                others

               

               

               

              

               

              
                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
                  PStJ:EdC:36G

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	 	
                Samson
                  Oil and Gas USA Inc (as Borrower)

                 

                Each
                  Guarantor listed in schedule 1 

                 

                Each
                  party listed in schedule 2 (a Financier)

                 

                Macquarie
                  Bank Limited (as Agent)

                 

                Macquarie
                  Bank Limited (as Security Trustee)

                 

                and

                 

                Samson
                  Oil & Gas Limited
                  (as Parent) 

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      

        Table
          of contents

         

        ClausePage

         

        
          
            	
                    1

                  	
                    Definitions
                      and interpretation

                  	
                    1

                  
	 	
                    1.1

                  	
                     Definitions

                  	
                    1

                  
	 	
                    1.2

                  	
                     Interpretation

                  	
                    24

                  
	 	
                    1.3

                  	
                     Inclusive
                      expressions

                  	
                    25

                  
	 	
                    1.4

                  	
                     Business
                      Day

                  	
                    25

                  
	 	
                    1.5

                  	
                     Accounting
                      Standards

                  	
                    25

                  
	 	
                    1.6

                  	
                     Security
                      Trustee’s limitation of liability protection

                  	
                    25

                  
	 	
                    1.7

                  	
                     Calculation
                      of close out amount in respect of transaction under a
                      Secured

                  
	 	 	
                     Hedging
                      Agreement subject to ISDA Master Agreement 2002

                  	
                    26

                  
	
                    2

                  	
                    Conditions
                      precedent

                  	
                    26

                  
	 	
                    2.1

                  	
                     Conditions
                      precedent to initial Funding Portion

                  	
                    26

                  
	 	
                    2.2

                  	
                     Conditions
                      precedent to all Funding Portions

                  	
                    29

                  
	 	
                    2.3

                  	
                     Certified
                      copies

                  	
                    30

                  
	 	
                    2.4

                  	
                     Cancellation
                      of Commitment

                  	
                    30

                  
	 	
                    2.5

                  	
                     Benefit
                      of conditions precedent

                  	
                    30

                  
	
                    3

                  	
                    Commitment,
                      purpose and availability of Convertible Loan
                      Facility

                  	
                    30

                  
	 	
                    3.1

                  	
                     Provision
                      of Commitment

                  	
                    30

                  
	 	
                    3.2

                  	
                     Several
                      obligations and rights of Financiers

                  	
                    30

                  
	 	
                    3.3

                  	
                     Purpose

                  	
                    30

                  
	 	
                    3.4

                  	
                     Prepayment

                  	
                    31

                  
	 	
                    3.5

                  	
                     Redemption
                      of Call Options

                  	
                    31

                  
	 	
                    3.6

                  	
                     Prepayment
                      date

                  	
                    32

                  
	
                    4

                  	
                    Funding
                      and rate setting procedures

                  	
                    32

                  
	 	
                    4.1

                  	
                     Delivery
                      of Funding Notice

                  	
                    32

                  
	 	
                    4.2

                  	
                     Requirements
                      for a Funding Notice

                  	
                    32

                  
	 	
                    4.3

                  	
                     Irrevocability
                      of Funding Notice

                  	
                    32

                  
	 	
                    4.4

                  	
                     Number
                      of Funding Portions

                  	
                    32

                  
	
                    5

                  	
                    Convertible
                      Loan Facility

                  	
                    33

                  
	 	
                    5.1

                  	
                     Provision
                      of Funding Portions

                  	
                    33

                  
	 	
                    5.2

                  	
                     Payment
                      to the Borrower

                  	
                    33

                  
	 	
                    5.3

                  	
                     Repayment

                  	
                    33

                  
	 	
                    5.4

                  	
                     Interest

                  	
                    33

                  
	
                    6

                  	
                    Call
                      Options

                  	
                    33

                  
	 	
                    6.1

                  	
                     Call
                      Option terms

                  	
                    33

                  
	 	
                    6.2

                  	
                     Adjustments
                      to VWAP for Tranche B Call Options

                  	
                    35

                  
	 	
                    6.3

                  	
                     Changes
                      after the Price Set Date for all Call Options

                  	
                    36

                  
	 	
                    6.4

                  	
                     Corporate
                      undertakings

                  	
                    37

                  
	 	
                    6.5

                  	
                     Participation
                      in Additional Rights

                  	
                    37

                  
	 	
                    6.6

                  	
                     Share
                      Ranking

                  	
                    38

                  
	 	
                    6.7

                  	
                     Official
                      Quotation

                  	
                    38

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            	 	
                     6.8

                  	
                     Variation

                  	
                    38

                  
	 	
                     6.9

                  	
                     Call
                      Option Certificates

                  	
                    38

                  
	 	
                     6.10

                  	
                     Cleansing
                      Statement

                  	
                    38

                  
	
                    7

                  	
                     Payments

                  	
                    39

                  
	 	
                     7.1

                  	
                     Manner
                      of payment

                  	
                    39

                  
	 	
                     7.2

                  	
                     Payments
                      on a Business Day

                  	
                    39

                  
	 	
                     7.3

                  	
                     Payments
                      in gross

                  	
                    39

                  
	 	
                     7.4

                  	
                     Taxes

                  	
                    39

                  
	 	
                     7.5

                  	
                     Amounts
                      payable on demand

                  	
                    42

                  
	 	
                     7.6

                  	
                     Appropriation
                      of payments

                  	
                    42

                  
	 	
                     7.7

                  	
                     Distribution
                      by Agent

                  	
                    43

                  
	 	
                     7.8

                  	
                     Non-receipt
                      of funds by Agent

                  	
                    43

                  
	 	
                     7.9

                  	
                     Redistribution
                      of payments

                  	
                    43

                  
	 	
                     7.10

                  	
                     Rounding

                  	
                    44

                  
	 	
                     7.11

                  	
                     Currency
                      exchanges

                  	
                    44

                  
	 	
                     7.12

                  	
                     Secured
                      Hedging Agreement

                  	
                    44

                  
	
                    8

                  	
                     Representations
                      and warranties

                  	
                    44

                  
	 	
                     8.1

                  	
                     Representations
                      and warranties

                  	
                    44

                  
	 	
                     8.2

                  	
                     Survival
                      and repetition of representations and warranties

                  	
                    54

                  
	 	
                     8.3

                  	
                     Reliance
                      by Finance Parties

                  	
                    54

                  
	
                    9

                  	
                     Undertakings

                  	
                    54

                  
	 	
                     9.1

                  	
                     Provision
                      of information and reports

                  	
                    54

                  
	 	
                     9.2

                  	
                     Reserve
                      Reports

                  	
                    55

                  
	 	
                     9.3

                  	
                     Proper
                      accounts

                  	
                    57

                  
	 	
                     9.4

                  	
                     Notices
                      to the Agent

                  	
                    57

                  
	 	
                     9.5

                  	
                     Compliance

                  	
                    58

                  
	 	
                     9.6

                  	
                     Maintenance
                      of capital

                  	
                    58

                  
	 	
                     9.7

                  	
                     Compliance
                      with laws and Authorisations

                  	
                    58

                  
	 	
                     9.8

                  	
                     Corporate
                      existence

                  	
                    58

                  
	 	
                     9.9

                  	
                     Environmental
                      law

                  	
                    59

                  
	 	
                     9.10

                  	
                     Payment
                      of Taxes and outgoings

                  	
                    60

                  
	 	
                     9.11

                  	
                     Material
                      Documents

                  	
                    60

                  
	 	
                     9.12

                  	
                     Amendments
                      to constitution

                  	
                    60

                  
	 	
                     9.13

                  	
                     Negative
                      pledge and disposal of assets

                  	
                    60

                  
	 	
                     9.14

                  	
                     Financial
                      Indebtedness

                  	
                    61

                  
	 	
                     9.15

                  	
                     No
                      change to business

                  	
                    61

                  
	 	
                     9.16

                  	
                     Financial
                      accommodation

                  	
                    61

                  
	 	
                     9.17

                  	
                     Restrictions
                      on dealings

                  	
                    61

                  
	 	
                     9.18

                  	
                     Restrictions
                      on Distributions and fees

                  	
                    62

                  
	 	
                     9.19

                  	
                     Undertakings
                      regarding Secured Property

                  	
                    62

                  
	 	
                     9.20

                  	
                     Insurance

                  	
                    63

                  
	 	
                     9.21

                  	
                     Officers

                  	
                    66

                  
	 	
                     9.22

                  	
                     Kestrel

                  	
                    66

                  
	 	
                     9.23

                  	
                     Financial
                      undertakings

                  	
                    66

                  
	 	
                     9.24

                  	
                     Shareholder
                      Approval

                  	
                    67

                  
	 	
                     9.25

                  	
                     Term
                      of undertakings

                  	
                    67

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            	
                    10

                  	
                     Events
                      of Default

                  	
                    67

                  
	 	
                     10.1

                  	
                     Events
                      of Default

                  	
                    67

                  
	 	
                     10.2

                  	
                     Effect
                      of Event of Default

                  	
                    71

                  
	 	
                     10.3

                  	
                     Transaction
                      Parties to continue to perform

                  	
                    71

                  
	 	
                     10.4

                  	
                     Enforcement

                  	
                    71

                  
	
                    11

                  	
                     Increased
                      costs and illegality

                  	
                    72

                  
	 	
                     11.1

                  	
                     Increased
                      costs

                  	
                    72

                  
	 	
                     11.2

                  	
                     Illegality

                  	
                    73

                  
	
                    12

                  	
                     Guarantee
                      and indemnity

                  	
                    73

                  
	 	
                     12.1

                  	
                     Guarantee

                  	
                    73

                  
	 	
                     12.2

                  	
                     Payment

                  	
                    73

                  
	 	
                     12.3

                  	
                     Securities
                      for other money

                  	
                    73

                  
	 	
                     12.4

                  	
                     Amount
                      of Secured Moneys

                  	
                    73

                  
	 	
                     12.5

                  	
                     Proof
                      by Financiers

                  	
                    74

                  
	 	
                     12.6

                  	
                     Avoidance
                      of payments

                  	
                    74

                  
	 	
                     12.7

                  	
                     Indemnity
                      for avoidance of Secured Moneys

                  	
                    75

                  
	 	
                     12.8

                  	
                     No
                      obligation to marshal

                  	
                    75

                  
	 	
                     12.9

                  	
                     Non-exercise
                      of Guarantors’ rights

                  	
                    75

                  
	 	
                     12.10

                  	
                     Principal
                      and independent obligation

                  	
                    75

                  
	 	
                     12.11

                  	
                     Suspense
                      account

                  	
                    76

                  
	 	
                     12.12

                  	
                     Unconditional
                      nature of obligations

                  	
                    76

                  
	 	
                     12.13

                  	
                     No
                      competition

                  	
                    78

                  
	 	
                     12.14

                  	
                     Continuing
                      guarantee

                  	
                    79

                  
	 	
                     12.15

                  	
                     Variation

                  	
                    79

                  
	 	
                     12.16

                  	
                     Judgments

                  	
                    79

                  
	 	
                     12.17

                  	
                     Additional
                      Guarantors

                  	
                    79

                  
	 	
                     12.18

                  	
                     Limited
                      recourse - Parent

                  	
                    80

                  
	 	
                     12.19

                  	
                     Extent
                      of Guarantor’s obligations

                  	
                    81

                  
	
                    13

                  	
                     Indemnities
                      and Break Costs

                  	
                    81

                  
	 	
                     13.1

                  	
                     General
                      indemnity

                  	
                    81

                  
	 	
                     13.2

                  	
                     Break
                      Costs

                  	
                    82

                  
	 	
                     13.3

                  	
                     Foreign
                      currency indemnity

                  	
                    82

                  
	 	
                     13.4

                  	
                     Conversion
                      of currencies

                  	
                    83

                  
	 	
                     13.5

                  	
                     Continuing
                      indemnities and evidence of loss

                  	
                    83

                  
	
                    14

                  	
                     Fees,
                      Tax, costs and expenses

                  	
                    83

                  
	 	
                     14.1

                  	
                     Fees

                  	
                    83

                  
	 	
                     14.2

                  	
                     Agent’s
                      fees

                  	
                    83

                  
	 	
                     14.3

                  	
                     Security
                      Trustee’s Fees

                  	
                    84

                  
	 	
                     14.4

                  	
                     Costs
                      and expenses

                  	
                    84

                  
	 	
                     14.5

                  	
                     GST

                  	
                    84

                  
	
                    15

                  	
                     Interest
                      on overdue amounts

                  	
                    84

                  
	 	
                     15.1

                  	
                     Payment
                      of interest

                  	
                    84

                  
	 	
                     15.2

                  	
                     Accrual
                      of interest

                  	
                    85

                  
	 	
                     15.3

                  	
                     Rate
                      of interest

                  	
                    85

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            	
                    16

                  	
                     Relations
                      between Agent and Financier

                  	
                    85

                  
	 	
                     16.1

                  	
                     Appointment
                      of Agent

                  	
                    85

                  
	 	
                     16.2

                  	
                     Agent’s
                      capacity

                  	
                    85

                  
	 	
                     16.3

                  	
                     Agent’s
                      obligations

                  	
                    86

                  
	 	
                     16.4

                  	
                     Agent’s
                      powers

                  	
                    86

                  
	 	
                     16.5

                  	
                     Instructions
                      to Agent

                  	
                    86

                  
	 	
                     16.6

                  	
                     Assumptions
                      as to authority

                  	
                    87

                  
	 	
                     16.7

                  	
                     Agent’s
                      liability

                  	
                    87

                  
	 	
                     16.8

                  	
                     Delegation

                  	
                    87

                  
	 	
                     16.9

                  	
                     Agent
                      entitled to rely

                  	
                    87

                  
	 	
                     16.10

                  	
                     Provision
                      of information

                  	
                    87

                  
	 	
                     16.11

                  	
                     Indemnity
                      by Financiers

                  	
                    88

                  
	 	
                     16.12

                  	
                     Independent
                      appraisal by Financiers

                  	
                    88

                  
	 	
                     16.13

                  	
                     Resignation
                      and removal of Agent

                  	
                    89

                  
	 	
                     16.14

                  	
                     Institution
                      of actions by Financiers

                  	
                    89

                  
	 	
                     16.15

                  	
                     Identity
                      of Financiers

                  	
                    89

                  
	 	
                     16.16

                  	
                     Electronic
                      transmission of notices

                  	
                    89

                  
	 	
                     16.17

                  	
                     Instructions

                  	
                    90

                  
	
                    17

                  	
                     Assignment
                      and substitution

                  	
                    90

                  
	 	
                     17.1

                  	
                     Assignment
                      by Transaction Party

                  	
                    90

                  
	 	
                     17.2

                  	
                     Assignment
                      by Financiers

                  	
                    90

                  
	 	
                     17.3

                  	
                     Substitution
                      certificate

                  	
                    91

                  
	 	
                     17.4

                  	
                     Assist

                  	
                    91

                  
	 	
                     17.5

                  	
                     Securitisation
                      permitted

                  	
                    91

                  
	 	
                     17.6

                  	
                     Participation
                      permitted

                  	
                    92

                  
	 	
                     17.7

                  	
                     Lending
                      Office

                  	
                    92

                  
	 	
                     17.8

                  	
                     No
                      increase in costs

                  	
                    92

                  
	
                    18

                  	
                     Saving
                      provisions

                  	
                    92

                  
	 	
                     18.1

                  	
                     No
                      merger of security

                  	
                    92

                  
	 	
                     18.2

                  	
                     Exclusion
                      of moratorium

                  	
                    93

                  
	 	
                     18.3

                  	
                     Conflict

                  	
                    93

                  
	 	
                     18.4

                  	
                     Consents

                  	
                    93

                  
	 	
                     18.5

                  	
                     Principal
                      obligations

                  	
                    93

                  
	 	
                     18.6

                  	
                     Non-avoidance

                  	
                    93

                  
	 	
                     18.7

                  	
                     Set-off
                      authorised

                  	
                    94

                  
	 	
                     18.8

                  	
                     Agent’s
                      certificates and approvals

                  	
                    94

                  
	 	
                     18.9

                  	
                     No
                      reliance or other obligations and risk assumption

                  	
                    94

                  
	 	
                     18.10

                  	
                     Power
                      of attorney

                  	
                    95

                  
	
                    19

                  	
                     General

                  	
                    95

                  
	 	
                     19.1

                  	
                     Confidential
                      information

                  	
                    95

                  
	 	
                     19.2

                  	
                     Transaction
                      Party to bear cost

                  	
                    95

                  
	 	
                     19.3

                  	
                     Notices

                  	
                    96

                  
	 	
                     19.4

                  	
                     Governing
                      law and jurisdiction

                  	
                    96

                  
	 	
                     19.5

                  	
                     Prohibition
                      and enforceability

                  	
                    97

                  
	 	
                     19.6

                  	
                     Waivers

                  	
                    97

                  
	 	
                     19.7

                  	
                     Variation

                  	
                    97

                  
	 	
                     19.8

                  	
                     Cumulative
                      rights

                  	
                    98

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    Schedule
      1 - Guarantor

    Schedule
      2 - Financiers

    Schedule
      3 - Notice details

    Schedule
      4 - Officer’s certificate

    Schedule
      5 - Funding Notice

    Schedule
      6 - Group Structure Diagram

    Schedule
      7 - Compliance Certificate

    Schedule
      8 - Exercise Notice

    Schedule
      9 - Call Option Certificate

    Schedule
      10 - Authorised Signatories for Funding Notices

    Schedule
      11 - Litigation; Governmental Proceedings

    Schedule
      12 - Unpaid bills

    Schedule
      13 - Taxpayer identification

    Schedule
      14 - Other agreements

    Schedule
      15 - Material Documents that pertain to the Properties

    Schedule
      16 - Farmout
      agreements and subject contracts, etc

    Schedule
      17 - Operators; Operating Agreements

    Schedule
      18 - Marketing of production

    Schedule
      19 - Deposit Accounts

    Schedule
      20 - Executive Offices; Jurisdiction of formation

    Schedule
      21 - Insurance

    Schedule
      22 - Authorisations, operating permits and licences

    Annexure
      A - Guarantee Assumption Agreement

    Annexure
      B - Substitution certificate

    Annexure
      C - Properties; Interests

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      This
        convertible loan facility agreement

       

      is
        made
        on 2006
        between the following parties:

       

      
        	
              	1	
                Samson
                  Oil and Gas USA Inc.

              


      

      of 1726
        Cole
        Blvd., Suite 210, Lakewood, Colorado 80401 USA

      (the
        Borrower)

       

      
        	
              	2	
                Each
                  party listed in schedule 1

              


      

      (each
        a
Guarantor)

       

      
        	
              	3	
                Each
                  party listed in schedule 2

              


      

      (each
        a
Financier)

       

      
        	
              	4	
                Macquarie
                  Bank Limited

              


      

      ABN
        46
        008 583 542

      of
        Level
        1, No. 1 Martin Place

      Sydney
        NSW 2000

      (Agent)

       

      
        	
              	5	
                Macquarie
                  Bank Limited

              


      

      ABN
        46
        008 583 542

      of
        Level
        1, No. 1 Martin Place

      Sydney
        NSW 2000

      (Security
        Trustee)

       

      
        	
              	6	
                Samson
                  Oil & Gas Limited

              


      

      ABN
        25
        009 069 005

      of
        Level
        36, Exchange Plaza, 2 The Esplanade, Perth WA 6000

      (Parent)

       

      Recital

       

      The
        Financiers have agreed to provide the Convertible Loan Facility to the Borrower
        on the terms of this agreement.

       

      The
        parties agree

       

      in
        consideration of, among other things, the mutual promises contained in this
        agreement:

       

        
          

        

      

       

      
        	 	
                1

              	
                Definitions
                  and interpretation

              


      

       

      
        	 	
                1.1

              	
                Definitions

              


      

       

      In
        this
        agreement the following terms shall have the following meanings:

       

      Accounting
        Standards
        means
        generally accepted accounting principles, standards and practices applying
        the
        law and otherwise generally accepted in Australia, consistently
        applied;

       

      Acquisition
        means
        the
        acquisition by the Borrower of the Stanley Assets pursuant to the Acquisition
        Agreements;

       

      Acquisition
        Agreements
        means:

       

      
        	
              	(a)	
                the
                  PSA;

              


      

       

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

       

      
        	
              	(b)	
                the
                  “Conveyance” (as defined in the PSA);
                  and

              


      

       

      
        	
              	(c)	
                the
                  Post Closing Agreement dated as of March 6, 2006 between the Borrower
                  and
                  the Vendors;

              


      

       

      Additional
        Guarantor
        means a
        Person who has executed a Guarantee Assumption Agreement;

       

      Additional
        Rights means
        any
        bonus shares or other Equity Interests issued or to be issued by the
        Parent;

       

      Additional
        Rights Closing Date means
        the
        date determined by the Parent to be the last day on which a Person may accept
        any offer of Additional Rights;

       

      AFE
        means
        an
        authorisation for expenditure representing an estimate of work to be
        performed;

       

      Affiliate
        means,
        in respect of any Person: 

       

      
        	
              	(a)	
                any
                  other Person who directly or indirectly controls, is under common
                  control
                  with, or is controlled by such Person,


              


      

       

      
        	
              	(b)	
                any
                  director or officer of such Person or of any Person referred to
                  in
                  paragraph (a) above, or 

              


      

       

      
        	
              	(c)	
                if
                  any Person in paragraph (a) above is an individual, any member
                  of the
                  immediate family (including parents, spouse and children) of such
                  individual and any trust whose principal beneficiary is such individual
                  or
                  one or more members of such immediate family and any Person who
                  is
                  controlled by any such member or trust.


              


      

       

      As
        used
        in this definition, control
        (including, with its correlative meanings, controlled
        by
        and
under
        common control with)
        means
        possession, directly or indirectly, of power to direct or cause the direction
        of
        management or policies (whether through ownership of Equity Interests, by
        contract or otherwise); provided that, in any event, any Person who owns
        directly or indirectly 10% or more of the Equity Interests having ordinary
        voting power for the election of directors or other governing body of a
        corporation or 10% or more of the Equity Interests of any other Person (other
        than as a limited partner of such other Person) will be deemed to control
        such
        corporation or other Person, and any Subsidiary of any Transaction Party
        shall
        be deemed to be an Affiliate of that Transaction Party;

       

      Aged
        Debts
        means
        any debt or monetary obligation of a member of the Group (not being Permitted
        Financial Indebtedness) which is not paid within 90 days of being
        incurred;

       

      Agent
        means
        Macquarie Bank Limited ABN 46 008 583 542 of Level 1, No. 1 Martin Place
        Sydney
        NSW 2000 (or any replacement agent appointed under clause ‎16.13);

       

      Associate
        means an
        associate as defined in section 318 of the Tax Act;

       

      ASX
        means
        the
        Australian Stock Exchange; 

       

      ASX
        Business Day
        has the
        meaning given to that term in the ASX Listing Rules;

       

      ASX
        Listing Rules means
        the
        Australian Stock Exchange Listing Rules;

       

      Attorney
        means an
        attorney appointed under a Transaction Document;

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

       

      Australian
        Dollars
        and
A$
        means
        the lawful currency of the Commonwealth of Australia;

       

      Australian
        Dollar Equivalent
        means,
        at any time in respect of any amount denominated other than in Australian
        Dollars, the amount of Australian Dollars determined by the Agent by translating
        that amount of currency into Australian Dollars using the spot rate of exchange
        which the Agent determines to be the rate of exchange which it could, on
        that
        day, buy Australian Dollars with that other currency in the ordinary course
        of
        business;

       

      Authorisation
        means:

       

      
        	
              	(a)	
                any
                  consent, registration, filing, agreement, notice of non-objection,
                  notarisation, certificate, licence, approval, permit, authority
                  or
                  exemption; or

              


      

       

      
        	
              	(b)	
                in
                  relation to anything which a Government Agency may prohibit or
                  restrict
                  within a specific period, the expiry of that period without intervention
                  or action or notice of intended intervention or
                  action;

              


      

       

      Availability
        Period
        means
        the period commencing on the date of this agreement and ending on the earlier
        of:

       

      
        	
              	(a)	
                30
                  May 2006; or

              


      

       

      
        	
              	(b)	
                the
                  date on which the Commitment is cancelled or drawn in full under
                  this
                  agreement;

              


      

       

      Bankruptcy
        Code
        means
        Title 11 of the United States Code as amended from time to time;

       

      Bill
        means a
        bill of exchange as defined in the Bills of Exchange Act 1909
        (Cth);

       

      Borrower
        means
        Samson Oil and Gas USA Inc;

       

      Break
        Costs
        means,
        for any repayment or prepayment the amount (if any) by which:

       

      
        	 	
                (a)

              	
                the
                  interest on the amount repaid or prepaid which a Financier should
                  have
                  received under this agreement (had the repayment or prepayment
                  not
                  occurred),

              


      

       

      exceeds:

       

      
        	
              	(b)	
                the
                  return which that Financier would be able to obtain by placing
                  the amount
                  repaid or prepaid to it on deposit with a Reference Bank,
                  

              


      

       

      in
        each
        case for the period from the date of repayment or prepayment until the last
        day
        of the then current Interest Period applicable to the repaid or prepaid
        amount;

       

      Business
        Day
        means:

       

      
        	
              	(a)	
                for
                  the purposes of clause ‎19.3,
                  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;

                


        

      

       

      Calculation
        Period has
        the
        meaning given to that term in clause ‎6.1(e)(1)(B);

       

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

       

      Call
        Option means
        each call option issued by the Parent to a Financier which, if exercised,
        requires the Parent to issue a Share to the Holder of that Call Option in
        accordance with clause ‎6,
        being
        either a Tranche A Call Option or a Tranche B Call Option;

       

      Call
        Option Certificate means
        each document of title evidencing the issue of a Call Option substantially
        in
        the form of, or substantially in the form of, schedule 9;

       

      Call
        Option Issue Date means,
        in
        respect of a Call Option, the date the Call Option is issued by the Parent
        to a
        Financier in accordance with clause ‎6.1(a);

       

      Call
        Option Exercise Period means:

       

      
        
          	
                	(a)	
                  in
                    relation to a Tranche A Call Option, the period commencing on
                    the Call
                    Option Issue Date for the Tranche A Call Options and ending on
                    the
                    Maturity Date; and

                


        

      

       

      
        	
              	(b)	
                in
                  relation to a Tranche B Call Option, the period commencing on 1
                  April 2009
                  and ending on the Maturity Date;

              


      

       

      Change
        in Law
        means
        any present or future law, regulation, treaty, order or official directive
        or
        request (which, if not having the force of law, would be complied with by
        a
        responsible financial institution) which:

       

      
        	
              	(a)	
                commences,
                  is introduced, or changes, after the date of this agreement;
                  and

              


      

       

      
        	
              	(b)	
                does
                  not relate to a change in the effective rate at which Tax is imposed
                  on
                  the overall net income of a Finance
                  Party;

              


      

       

      Change
        of Control means
        the
        occurrence of any event which results in any Person (either alone or jointly
        with any other Person) acquiring Control of the Parent or the Parent becoming
        a
        Subsidiary of any Person;

       

      Class
        means in
        respect of a Call Option, either the Tranche A Call Options (which form one
        Class) or
        the
        Tranche B Call Options (which form another Class);

       

      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;

       

      Commitment
        means:

       

      
        	
              	(a)	
                in
                  respect of a Financier and a Tranche of a Convertible Loan Facility,
                  the
                  amount specified opposite its name in schedule 2 in respect of
                  that
                  Tranche of the Convertible Loan Facility, as adjusted under this
                  agreement; or

              


      

       

      
        	
              	(b)	
                in
                  respect of a Financier and without reference to a particular Tranche
                  of
                  the Convertible Loan Facility, the aggregate of the amounts specified
                  opposite its name in schedule 2 for each Tranche of the Convertible
                  Loan
                  Facility, as adjusted under this
                  agreement;

              


      

       

      Compliance
        Certificate
        means a
        certificate in the form of, or substantially in the form of,
        schedule 7;

       

      Contamination
        means,
        in respect of a Property or any other Secured Property, the presence of
        Pollutants:

       

      
        	
              	(a)	
                in,
                  on or under the Property or Secured Property;
                  or

              


      

       

      
        	
              	(b)	
                in
                  the ambient air and emanating from the Property or Secured
                  Property;

              


      

       

      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

      

       

      Contested
        Tax
        means a
        Tax payable by a Transaction Party where the Transaction Party is contesting
        its
        liability to pay that Tax, and has reasonable grounds to do so and for which
        such Transaction Party has set aside on its books adequate reserves in
        accordance with applicable Accounting Standards;

       

      Contribution
        Share
        means,
        in respect of a Financier at any time, the Secured Moneys plus (without double
        counting any amount) the Exposure of that Financier at that time expressed
        as a
        percentage of the aggregate Secured Moneys plus (without double counting
        any
        amount) the aggregate Exposures of
        all
        Financiers at that time (including, in each case, any Secured Hedging Exposure
        of any Financier);

       

      Control
        means
        control as defined in section 50AA of the Corporations Act;

       

      Controller
        means a
        controller as defined in section 9 of the Corporations Act;

       

      Convertible
        Loan Facility
        means
        the convertible loan facility made available by the Financiers to the Borrower
        under this agreement;

       

      Corporations
        Act
        means
        the Corporations Act 2001 (Cth);

       

      Crude
        Oil
        means
        all crude oil, condensate and other liquid hydrocarbon substances;

       

      Current
        Assets means,
        at
        any time, the current assets of the Group as identified in the most recent
        quarterly Financial Reports of the Group;

       

      Current
        Liabilities means,
        at
        any time, the current liabilities of the Group as identified in the most
        recent
        quarterly Financial Reports of the Group and including all Secured
        Moneys;

       

      Current
        Ratio means,
        at
        any time, the ratio of Current Assets to Current Liabilities;

       

      Deeds
        of Assignment
        means
        each deed of assignment under which the rights of the Parent in respect of
        any
        one or more of Samson Securities are assigned to the Security
        Trustee;

       

      Default
        means:

       

      
        	
              	(a)	
                an
                  Event of Default; or

              


      

       

      
        	
              	(b)	
                a
                  Potential Event of Default;

              


      

       

      Defensible
        Title
        means
        with respect to each Property, title that: 

       

      
        	
              	(a)	
                entitles
                  the Person to receive (free and clear of all royalties appearing
                  or not
                  appearing of record, all overriding royalties and all net profits
                  interests or other burdens on or measured by production of Hydrocarbons)
                  not less than the Net Revenue Interest set out in annexure C in
                  all
                  Hydrocarbons produced, saved and marketed from the Property for
                  the
                  productive life of the Property, free and clear of any Lien, other
                  than
                  the Permitted Encumbrances and any Liens, which are in favor of
                  the
                  Finance Parties and their Affiliates or are permitted under this
                  agreement; and 

              


      

       

      
        	
              	(b)	
                obligates
                  such Person to bear costs and expenses relating to the maintenance,
                  development and operation of such Property in an amount not greater
                  than
                  the Working Interest set out in annexure C for the productive life
                  of such
                  Property;

              


      

       

      
        
          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      

       

      
        	Delisting	
                Event
                  means:

              


      

       

      
        	 	
                (a)

              	
                the
                  Parent ceasing to be listed on ASX;


              


      

       

      
        	 	
                (b)

              	
                the
                  Shares ceasing to quoted on ASX; or

              


      

       

      
        	 	
                (c)

              	
                the
                  Shares are suspended from trading on ASX for a period of 20 consecutive
                  “business days” (as that term is defined in the ASX Listing
                  Rules);

              


      

       

      Deposit
        Account Control Agreement means
        the
        Deposit Account Control Agreement dated on or about the date of this agreement
        between the Borrower, the Security Trustee and Key Bank;

       

      Disqualified
        Capital Stock
        means
        any Equity Interest that, by its terms (or by the terms of any security into
        which it is convertible or for which it is exchangeable) or upon the happening
        of any event, matures or is mandatorily redeemable for any consideration
        other
        than other Equity Interests (which would not constitute Disqualified Capital
        Stock), pursuant to a sinking fund obligation or otherwise, or is convertible
        into or exchangeable for Financial Indebtedness or redeemable for any
        consideration other than other Equity Interests (which would not constitute
        Disqualified Capital Stock) at the option of the holder thereof, in whole
        or in
        part, on or prior to the date that is one year after the earlier
        of:

       

      
        	
              	(a)	
                the
                  Maturity Date; and 

              


      

       

      
        	
              	(b)	
                the
                  date on which there are no Funding Portions or other obligations
                  outstanding under this agreement and all Commitments
                  (conditional or otherwise) of the Financiers are cancelled in
                  full;

              


      

       

      Distribution
        means
        any dividend, distribution or other amount declared or paid by a Transaction
        Party on any Equity Interests issued by it;

       

      Effective
        Date means,
        in
        respect of a Reserve Report, the meaning given to that term in clause
‎9.2(a),
        clause ‎9.2(b)
        or
        clause ‎9.2(c)
        (as applicable);

       

      Employee
        Plans means
        an
        employee pension benefit plan covered by Title IV of the U.S. Employee
        Retirement Income Security Act of 1974, as amended, and related rules and
        regulations;

       

      Encumbrance
        means an
        interest or power:

       

      
        	
              	(a)	
                reserved
                  in or over an interest in any asset, including any retention of
                  title;
                  or

              


      

       

      
        	
              	(b)	
                created
                  or otherwise arising in or over any interest in any asset under
                  a bill of
                  sale, mortgage, deed of trust, assignment of production, charge,
                  Lien,
                  pledge, trust or power,

              


      

       

      by
        way
        of, or having similar commercial effect to, security for the payment of a
        debt,
        any other monetary obligation or the performance of any other obligation,
        and
        includes any agreement to grant or create any of the above;

       

      Environmental
        Law
        means
        any legislation, statutes, orders, regulations or other law regulating
        Pollutants in connection with the protection of the environment or health
        and
        safety in the relevant jurisdiction in which a Transaction Party has been
        or is
        operating (including by the export of its products or its waste to that
        jurisdiction);

       

      
        
          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      

       

      Environmental
        Liability means
        any
        actual or potential Loss incurred or which may be incurred in connection
        with:

       

      
        	
              	(a)	
                the
                  investigation or remediation;

              


      

       

      
        	
              	(b)	
                a
                  claim by any third party;

              


      

       

      
        	
              	(c)	
                any
                  action, order, declaration or notice by a Government Agency under
                  an
                  Environmental Law; or

              


      

       

      
        	
              	(d)	
                any
                  agreement between a Transaction Party and
                  any:

              


      

       

      
        	
              	(1)	
                owner
                  or occupier of land; or

              


      

       

      
        	
              	(2)	
                Government
                  Agency;

              


      

       

      of
        or in
        respect of Contamination of any Properties or Premises;

       

      Equipment
        has the
        meaning assigned to that term in the UCC and includes all surface or subsurface
        machinery, goods, equipment, fixtures, inventory, facilities, supplies or
        other
        personal or moveable property of whatsoever kind or nature (excluding property
        rented by a Transaction Party or taken to the premises for temporary uses)
        now
        owned or hereafter acquired by a Transaction Party which are now or hereafter
        located on or under any of the lands attributable to the Properties which
        are
        used for the production, gathering, treatment, processing, storage or
        transportation of Hydrocarbons and whether or not attributable to the Properties
        (together with all accessions, additions and attachments to any thereof),
        including, without limitation, all Wells, casing, tubing, tubular goods,
        rods,
        pumping units and engines, “Christmas trees”, platforms, derricks, separators,
        compressors, gun barrels, flow lines, water injection lines, tanks, gas systems
        (for gathering, treating and compression), pipelines (including gathering
        lines,
        laterals and trunklines), chemicals, solutions, water systems (for treating,
        disposal and injection), power plants, poles, lines, transformers, starters
        and
        controllers, machine shops, tools, storage yards and equipment stored therein,
        telegraph, telephone and other communication systems, loading docks, loading
        racks, shipping facilities, platforms, well equipment, wellhead valves, meters,
        motors, pumps, tankage, regulators, furniture, fixtures, automotive equipment,
        forklifts, storage and handling equipment, together with all additions and
        accessions thereto, all replacements and all accessories and parts therefore,
        all manuals, blueprints, documentation and processes, warranties and records
        in
        connection therewith including, without limitation, any and, to the extent
        permitted, all seismic data, geological data, geophysical data and
        interpretation of any of the foregoing, all rights against suppliers,
        warrantors, manufacturers, sellers or others in connection therewith, and
        together with all substitutes for any of the foregoing;

       

      Equity
        Interests
        means
        shares, shares of capital stock, partnership interests, membership interests
        in
        a limited liability company, beneficial interests or unit in a trust or other
        equity ownership interests in a Person, and any warrants, options or other
        rights entitling the holder to purchase or acquire any such Equity Interest
        or
        which is convertible into any such share, stock or interest;

       

      Event
        of Default means
        any
        event specified in clause ‎10.1;

       

      Exercise
        Notice means
        a
        notice in the form of, or substantially in the form of, schedule 8;

       

      Exercise
        Date means
        the
        date an Exercise Notice is given under clause ‎6;

       

      
        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

      

       

      Exercise
        Price means
        US$1 per Call Option;

       

      Exercise
        Shares means
        the
        Shares issued pursuant to an exercise of the Call Options referred to in
        an
        Exercise Notice given by the Holder of those Call Options;

       

      Exposure
        means
        at
        any time, in respect of a Financier the sum of:

       

      (a) it
        Commitments at that time in respect of both Tranches of the Facility; and
        

       

      (b) if
        that
        Financier is also a Secured Hedging Counterparty, its Secured Hedging Exposure
        at that time; 

       

      Fee
        Letter means:

       

      (a) the
        fee
        letter dated on or about the date of this agreement between the Borrower
        and
        Macquarie Bank Limited; and

       

      (b) the
        fee
        letter dated on or about the date of this agreement between the Borrower,
        the
        Agent and the Security Trustee;

       

      Finance
        Party means:

       

      (a) the
        Agent;

       

      (b) the
        Security Trustee; 

       

      (c) a
        Financier; or

       

      (d) a
        Secured
        Hedging Counterparty; 

       

      Financial
        Indebtedness
        means
        any debt or other monetary liability in respect of moneys borrowed or raised
        or
        any financial accommodation including under or in respect of any:

       

      (a) Bill,
        bond, debenture, note or similar instrument;

       

      (b) acceptance,
        endorsement or discounting arrangement;

       

      (c) Guarantee;

       

      (d) finance
        or capital Lease;

       

      (e) agreement
        for the deferral of a purchase price or other payment in relation to the
        acquisition of any asset or service;

       

      (f) obligation
        to deliver goods or provide services paid for more than thirty days in advance
        by any financier;

       

      (g) agreement
        for the payment of capital or premium on the redemption of any preference
        shares; 

       

      (h) net
        liability in respect of any commodity swaps, interest rate swaps, foreign
        currency hedges, forward exchange rate agreement and futures
        contract;

       

      (i) receivables
        sold or discounted (on a non-recourse basis);

       

      (j) counter-indemnity
        obligation in respect of a Guarantee;

       

      
        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

      

       

      (k) Disqualified
        Capital Stock;

       

      (l) undischarged
        balance of any production payment created by a Person or for the creation
        of
        which a Person directly or indirectly received payment,

       

      and
        irrespective of whether the debt or liability:

       

      (l) is
        present or future;

       

      (m) is
        actual, prospective, contingent or otherwise;

       

      (n) is
        at any
        time ascertained or unascertained;

       

      (o) is
        owed
        or incurred alone or severally or jointly or both with any other Person;
        

       

      (p) comprises
        any combination of the above; or

       

      (q) is
        included as a liability under the Accounting Standards

       

      Financial
        Report
        means,
        in relation to an entity, the following financial statements and information
        in
        relation to the entity, prepared for its financial quarter, financial half
        year
        or financial year:

       

      (a) a
        balance
        sheet;

       

      (b) an
        income
        statement; 

       

      (c) a
        cashflow statement; and

       

      (d) a
        change
        in equity statement;

       

      Financial
        Undertaking
        has the
        meaning given to that term in clause ‎9.23;

       

      Financier
        means
        each party listed in schedule 2 and any Person who is a Substitute
        Financier;

       

      Funding
        Date
        means
        the date on which a Funding Portion is drawn down, or is to be drawn down,
        by
        the Borrower under this agreement;

       

      Funding
        Notice
        means a
        notice given under clause ‎4.1;

       

      Funding
        Portion
        means
        each portion of the Total Commitment provided under this agreement;

       

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

       

      Governmental
        Requirements means
        any
        law, statute, code, ordinance, order, determination, rule, regulation, judgment,
        decree, injunction, franchise, permit, certificate, license, authorisation
        or
        other directive or requirement, whether now or hereinafter in effect, including
        Environmental Laws, energy regulations and occupational, safety and health
        standards or controls, of any Government Agency, including all operating
        permits
        and licenses contemplated under clause ‎8.1(u);

       

      Group
        means
        the
        Parent and its Subsidiaries;

       

      Group
        Structure Diagram
        means
        the group structure diagram in schedule 6, as amended or updated by the
        delivery of a new diagram to the Agent under clause ‎9.1(f);

       

      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;

       

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

       

      
        
          
          

        

        
          Page
            9

          
            

          

        

        
          
          

        

      

       

      
        	
              	(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;

       

      Guarantee
        Assumption Agreement
        means an
        agreement in the form of, or substantially in the form of,
        annexure A;

       

      Guarantor
        means:

       

      
        	
              	(a)	
                each
                  party specified in schedule 1;
                  and

              


      

       

      
        	
              	(b)	
                any
                  Person who has executed a Guarantee Assumption
                  Agreement;

              


      

       

      Hazardous
        Substance Laws means
        the
        U.S. Comprehensive Environmental Response, Compensation and Liability Act
        of
        1980, as amended, Resource Conservation and Recovery Act of 1976, as amended,
        the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.,
        the
        Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Hazardous Liquid
        Pipeline Safety Act of 1979, as amended, 40 U.S.C. 2001 et seq., the Federal
        Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq., the Federal
        Clean Air Act, 42 U.S.C. 7401 et seq., any so-called federal, state or local
        “superfund” or “superLien” statute, and any other applicable federal, state or
        local law, rule, regulation or ordinance related to the remediation, clean-up
        or
        reporting of environmental pollution or contamination or imposing liability
        (including strict liability) or standards of conduct concerning any
        Pollutant;

       

      Hedging
        Agreement
        means


       

      
        	
              	(a)	
                any
                  and all rate swap transactions, basis swaps, credit derivative
                  transactions, forward rate transactions, commodity swaps, commodity
                  options, forward commodity contracts, equity or equity index option,
                  swaps
                  or options, bond or bond price or bond index swaps or options or
                  forward
                  bond or forward bond price or forward bond index transactions,
                  interest
                  rate options, forward foreign exchange transactions, cap transactions,
                  floor transactions, collar transactions, currency swap transactions,
                  cross-currency rate swap transactions, currency options, spot contracts
                  or
                  any other similar transactions or any combination of any of the
                  foregoing
                  (including any options to enter into any of the foregoing), whether
                  or not
                  any such transaction is governed by or subject to any Master Agreement
                  (as
                  defined in paragraph (b) below);
                  and

              


      

       

      
        	
              	(b)	
                any
                  and all transactions of any kind, and the related confirmations,
                  which are
                  subject to the terms and conditions of, or governed by, any form
                  of master
                  agreement published by the International Swaps and Derivatives
                  Association, Inc. or any International Foreign Exchange Master
                  Agreement
                  (any such master agreement, together with any related schedules,
                  a
                  Master
                  Agreement),
                  including any such obligations or liabilities under any Master
                  Agreement;

              


      

       

      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      

       

      Holder
        means,
        in
        respect of a Call Option, the Financier to whom that Call Option was issued
        in
        accordance with clause ‎6.1(a)
        or
        any Financier or any Substitute Financier to whom that Call Option is
        transferred in accordance with clause ‎17.2;

       

      Hydrocarbons
        means
        all Crude Oil and Natural Gas;

       

      Independent
        Engineering Consultant means
        any
        independent petroleum engineering firm selected by the Agent (after consultation
        with the Borrower) to act in such role;

       

      Interest
        Payment Date
        means
        the last day of each Interest Period;

       

      Interest
        Period
        means:

       

      
        	
              	(a)	
                the
                  period commencing on the first Funding Date and ending on the next
                  Quarter
                  Date;

              


      

       

      
        	
              	(b)	
                each
                  subsequent period commencing on the last day of the previous Interest
                  Period and ending on the next Quarter Date;
                  and

              


      

       

      
        	
              	(c)	
                the
                  last Interest Period will commence on the Quarter Date preceding
                  the
                  Maturity Date (or if that Quarter Date is not a Business Day, the
                  preceding Business Day) and will end on the Maturity
                  Date;

              


      

       

      If
        an
        Interest Period ends on a day which is not a Business Day, it is regarded
        as
        ending on the preceding Business Day.

       

      Interest
        Rate
        means:


       

      
        	
              	(a)	
                in
                  respect of a Funding Portion under Tranche A, 9.25% per annum;
                  

              


      

       

      
        	
              	(b)	
                in
                  respect of a Funding Portion under Tranche B, 9.70% per annum;
                  

              


      

       

      Kestrel
        means
        Kestrel Energy, Inc.;

       

      Kestrel
        Assets
        means
        the Kestrel Properties and any Kestrel real and personal property;

       

      Kestrel
        Loan means
        all
        amounts of Financial Indebtedness owed by Kestrel to the Parent including
        all
        amounts outstanding under the Kestrel Loan Documents;

       

      Kestrel
        Loan Document
        means:

       

      
        	
              	(a)	
                the
                  Revolving Credit Loan Agreement dated as of June 30, 2005 between
                  the
                  Parent and Kestrel as amended by the First Amendment to revolving
                  credit
                  loan agreement to be entered into by the Parent and Kestrel on
                  or about
                  the date of this agreement;

              


      

       

      
        	
              	(b)	
                the
                  Revolving Credit Master Note executed by Kestrel and the Parent
                  on
                  June 30, 2005 as amended by the Amendment to Revolving Credit Master
                  Note to be entered into by the Parent and Kestrel on or about the
                  date of
                  this agreement;

              


      

       

      Kestrel
        Properties
        means
        those properties specified in annexure C;

       

      Knowledge
        means
        actual knowledge without independent investigation. For entities, knowledge
        means actual knowledge of any of the entity’s officers or any other individual
        that has been given primary responsibility for conduct of an independent
        investigation if one has been conducted;

       

      
        
          
          

        

        
          Page
            11

          
            

          

        

        
          
          

        

      

       

      Knowledge
        After Due Inquiry
        means
        actual knowledge after conducting or directing the conduct of an investigation
        that is reasonable in light of the relevant circumstances;

       

      Lease
        means:

       

      
        	
              	(a)	
                a
                  lease, charter, hire purchase, hiring agreement or any other agreement
                  under which any property is or may be used or operated by a Person
                  other
                  than the owner; and

              


      

       

      
        	
              	(b)	
                with
                  respect to any Property, whether one or more, oil, gas and/or mineral
                  leases or other interests pertaining to such Property, whether
                  now owned
                  or later acquired, and whether made subject to any Collateral
                  Security,

              


      

       

      and
        any
        extension, renewals, corrections, modifications, elections or amendments
        (such
        as those relating to unitization) of any such Lease or Leases. The term shall
        also mean and include any permit, license, concession, approval or similar
        grant
        by a Government Agency authorising the development, exploration, extraction
        and
        sale of Hydrocarbons in relation to such Property;

       

      Lending
        Office
        means,
        in respect of a Financier, the office of that Financier set out opposite
        its
        name in schedule 2 or any other office notified by that Financier under this
        agreement;

       

      Lien
        means
        any
        interest in property (real or personal) securing an obligation owed to, or
        a
        claim by, a Person other than the owner of the property, whether such interest
        is based on the common law, statute or contract, and whether such obligation
        or
        claim is fixed or contingent, and including:

       

      
        	
              	(a)	
                the
                  Lien or security interest arising from a mortgage, encumbrance,
                  pledge,
                  security agreement, conditional sale or trust receipt or a lease,
                  consignment or bailment for security purposes; or
                  

              


      

       

      
        	
              	(b)	
                production
                  payments and the like payable out of oil and gas properties and
                  the
                  Properties; 

              


      

       

      The
        term
Lien
        shall
        include easements, restrictions, servitudes, permits, conditions, covenants,
        exceptions or reservations. 

       

      Loss
        means
        any claim, action, damage, loss, liability, cost, charge, expense, outgoing
        or
        payment;

       

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

       

      Material
        Adverse Effect
        means a
        material adverse effect on:

       

      
        	
              	(a)	
                any
                  Transaction Party’s ability to perform any of its obligations under any
                  Transaction Document;

              


      

       

      
        	
              	(b)	
                the
                  enforceability of a Transaction Document;
                  or

              


      

       

      
        	
              	(c)	
                the
                  current or prospective assets, business, operations or prospects
                  of any
                  Transaction Party or Kestrel;

              


      

       

      Material
        Document
        means:

       

      
        	
              	(a)	
                an
                  Acquisition Agreement; 

              


      

       

      
        	
              	(b)	
                any
                  Leases; Operating Agreements, Hydrocarbon purchase, sales, exchange,
                  processing, gathering, treatment, compression and transportation
                  agreements; farmout or farm-in agreements; unitisation agreements;
                  joint
                  venture, exploration, limited or general partnership, dry hole,
                  bottom
                  hole, acreage contribution, purchase and acquisition agreements;
                  area of
                  mutual interest agreements; salt water disposal agreements, servicing
                  contracts; easement and/or pooling agreements; surface leases,
                  pipeline
                  surface leases, permits, licenses, rights-of-way, servitudes or
                  other
                  interests relating to the Properties and any other executory contracts
                  and
                  agreements relating to the
                  Properties;

              


      

       

      
        
          
          

        

        
          Page
            12

          
            

          

        

        
          
          

        

      

       

      
        	
              	(c)	
                a
                  Kestrel Loan Document; or

              


      

       

      
        	
              	(d)	
                a
                  Samson Security;

              


      

       

      Maturity
        Date
        means
        the earlier of 30 May 2011 and the fifth anniversary of the first Funding
        Date;

       

      Mortgage
        means
        deed of trust, mortgage, assignment of production, security agreement and
        financing statement from the Borrower to Macquarie Holdings (USA) Inc., for
        the
        benefit of the Security Trustee;

       

      Natural
        Gas
        means
        all natural gas, and any natural gas liquids and all products recovered in
        the
        processing of natural gas (other than condensate) including, without limitation,
        natural gasoline, casinghead gas, iso-butane, normal butane, propane and
        ethane
        (including such methane allowable in commercial ethane) produced from or
        attributable to the Properties;

       

      Net
        Revenue Interest means,
        with respect to any Property, the decimal or percentage share of Hydrocarbons
        produced and saved from or allocable to such Property, after deduction of
        all
        lessor and overriding royalties and other burdens on or paid out of such
        production;

       

      Officer
        means:

       

      
        
          	
                	(a)	
                  in
                    relation to a Transaction Party, a director or a secretary, or
                    a Person
                    notified to be an authorised officer, of the Transaction
                    Party;

                


        

      

       

      
        	
              	(b)	
                in
                  relation to a Finance Party, any Person appointed by the Finance
                  Party to
                  act as its authorised officer for the purposes of this
                  agreement;

              


      

       

      
        Operating
          Agreement
          means

      

       

      
        	
              	(a)	
                any
                  operating agreements covering or relating to any one or more of
                  the
                  Properties as at the date of this agreement; and
                  

              


      

       

      
        	
              	(b)	
                any
                  subsequently executed operating agreement covering or relating
                  to any one
                  or more of the Properties that is approved in writing by the
                  Agent;

              


      

       

      Operator
        means
        with respect to the Properties, Kestrel (in the case of the Kestrel Properties),
        the Borrower (in the case of the Stanley Properties) and any other operators,
        including contract operators, of the Properties approved by Agent in writing.
        The Operators for each of the Properties as of the date of execution of this
        agreement are identified in schedule 17;

       

      Other
        Taxes has
        the
        meaning given to that term in clause ‎7.4(b);

       

      Overdue
        Rate means
        11.70% per annum; 

       

      Parent
        means
        Samson Oil & Gas Limited ABN 25 009 069 005 of Level 36, Exchange Plaza, 2
        The Esplanade, Perth WA 6000;

       

      Payment
        Currency
        means
        the currency in which any payment is actually made;

       

      
        
          
          

        

        
          Page
            13

          
            

          

        

        
          
          

        

      

       

      Permitted
        Distribution
        means a
        Distribution made where the following conditions are satisfied: 

       

      
        	
              	(a)	
                no
                  Default has occurred which is continuing, or will occur as a result
                  of the
                  Distribution being made; and

              


      

       

      
        	
              	(b)	
                the
                  Current Ratio following that Distribution being made will be at
                  least
                  1.5:1;

              


      

       

      Permitted
        Encumbrance
        means:

       

      
        	
              	(a)	
                every
                  Lien created by operation of law securing an obligation that is
                  not yet
                  due;

              


      

       

      
        	
              	(b)	
                every
                  Lien for the unpaid balance of purchase money under an instalment
                  contract
                  entered into in the ordinary course of business where there is
                  no default
                  in the payment of any of that money provided that the aggregate
                  amounts
                  secured by all such Liens at any time is no greater than US$150,000
                  (or
                  its equivalent in any other currency or
                  currencies);

              


      

       

      
        	
              	(c)	
                the
                  Samson Security; 

              


      

       

      
        	
              	(d)	
                any
                  Security or Collateral Security; 

              


      

       

      
        	 	
                (e)

              	
                minor
                  irregularities in title which do not materially interfere with
                  the
                  occupation, use or enjoyment of any of the property to which they
                  relate
                  in the normal course of business as presently conducted or materially
                  impair the value thereof for such property;


              


      

       

      
        	 	
                (f)

              	
                all
                  interests in the Properties securing obligations owed to, or claimed
                  by,
                  any Person other than a Finance Party, whether such interest is
                  based on
                  the common law, statute or contract, and whether such interest
                  includes
                  Liens or Encumbrances arising by virtue of mortgage, encumbrance,
                  pledge,
                  security agreement, conditional sale or trust receipt or lease,
                  consignment or bailment for security purposes, so long as each
                  said
                  interest has been expressly consented to by in writing the Security
                  Trustee,

              


      

       

      
        	
              	(g)	
                Liens
                  of landlords, vendors, carriers, warehousemen, mechanics, laborers
                  and
                  materialmen arising by law, and of Operators arising by contract,
                  in the
                  ordinary course of business for sums not yet due or being contested
                  in
                  good faith by appropriate action promptly initiated and diligently
                  conducted, if such reserve as shall be required by generally accepted
                  accounting principles shall have been made therefor;
                  and

              


      

       

      
        	
              	(h)	
                any
                  Encumbrances which are subordinate to the Security on term approved
                  by the
                  Agent,

              


      

       

      which
        affects or relates to any of the assets of any Transaction Party and, in
        the
        case of the Parent only, includes any Encumbrance which affects or relates
        to
        any of its assets other than its Secured Property, but only to the extent
        that
        Encumbrance only secures repayment of Permitted Financial Indebtedness of
        the
        Parent;

       

      Permitted
        Financial Accommodation means:

       

      
        	
              	(a)	
                any
                  financial accommodation or any Guarantee provided by a Transaction
                  Party:

              


      

       

      
        	
              	(1)	
                under
                  the Transaction Documents; or

              


      

       

      
        
          
          

        

        
          Page
            14

          
            

          

        

        
          
          

        

      

       

      
        	
              	(2)	
                to
                  another Transaction Party by way of intercompany loans (but only,
                  in the
                  case of a Security Provider, if made to another Security
                  Provider);

              


      

       

      
        	
              	(b)	
                any
                  financial accommodation provided by a Transaction Party to a third
                  party
                  or any Guarantee provided by a Transaction Party to a third party
                  in
                  respect of obligations of another Transaction Party (but only,
                  in the case
                  of financial accommodation provided by a Security Provider where
                  it is
                  provided in respect of obligations of another Security Provider);:
                  

              


      

       

      
        	
              	(1)	
                in
                  the ordinary course of ordinary business;
                  and

              


      

       

      
        	
              	(2)	
                up
                  to a maximum aggregate amount for all Transaction Parties of US$150,000;
                  or

              


      

       

      
        	
              	(c)	
                any
                  financial accommodation or loan provided by the Parent to Kestrel
                  provided
                  that the Finance Parties have security over the Parent’s rights in respect
                  of that loan in a form acceptable to the
                  Agent;

              


      

       

      
        	
              	(d)	
                with
                  the Agent’s prior written consent;

              


      

       

      Permitted
        Financial Indebtedness
        means:

       

      
        	
              	(a)	
                any
                  liability under any agreement entered into in the ordinary course
                  of
                  business for the acquisition of any asset or service where payment
                  for the
                  asset or service is deferred for a period of not more than 90 days
                  and not
                  exceeding, in aggregate for each Transaction Party, an amount of
                  US$150,000;

              


      

       

      
        	
              	(b)	
                any
                  Financial Indebtedness incurred by a Transaction Party in respect
                  of any
                  Permitted Financial Accommodation;

              


      

       

      
        	
              	(c)	
                any
                  Financial Indebtedness incurred or permitted to be incurred under
                  any
                  Transaction Document; 

              


      

       

      
        	
              	(d)	
                any
                  other Financial Indebtedness approved by the Agent in
                  writing;

              


      

       

      
        	
              	(e)	
                in
                  the case of the Parent only, any Financial Indebtedness which would
                  not
                  result in a breach of any Financial
                  Undertaking;

              


      

       

      Person
        means an
        individual, corporation, partnership, limited liability company, joint venture,
        trust or unincorporated organisation, joint stock company or other similar
        organisation, Government Agency, a court, or any other legal entity, whether
        acting in an individual, fiduciary or other capacity;

       

      Personal
        Property
        means
        all personal property of every kind, whether now owned or later acquired,
        including all goods (including Equipment), documents, accounts, chattel paper
        (whether tangible or electronic), money, deposit accounts, letters of credit
        and
        letter-of-credit rights (without regard to whether the letter of credit is
        evidenced by a writing), documents, securities and all other investment
        property, supporting obligations, any other contract rights (including all
        rights in transportation agreements, processing agreements, delivery agreements
        and seismic agreements related to the Properties) or rights to the payment
        of
        money, insurance claims and proceeds, all general intangibles (including
        all
        payment intangibles and rights to seismic and other geophysical data) and
        all
        permits, licenses, books and records including, without limitation, that
        related
        to the Properties or the business of the Borrower or Kestrel (as applicable)
        as
        it relates to the Properties in any way whatsoever;

       

      
        
          
          

        

        
          Page
            15

          
            

          

        

        
          
          

        

      

       

      Pledge
        Interests means
        all
        of the issued and outstanding Equity Interests of the Borrower and all of
        the
        issue and outstanding Equity Interests of Kestrel held by the Parent;


       

      Pollutant
        means
        a
        pollutant, contaminant, dangerous, toxic or hazardous substance, petroleum
        or
        petroleum product, chemical, solid, special liquid, industrial or other waste
        and includes:

       

      
        	
              	(a)	
                all
                  elements or compounds that are contained in the list of hazardous
                  substances adopted by the United States Environmental Protection
                  Agency
                  and the list of toxic pollutants designated by the United States
                  Congress
                  or the Environmental Protection Agency or under any Hazardous Substance
                  Laws; and 

              


      

       

      
        	
              	(b)	
                any
                  “hazardous waste,” “hazardous substance,” “toxic substance,” “regulated
                  substance,” “pollutant” or “contaminant” as defined under any Hazardous
                  Substance Laws;

              


      

       

      Potential
        Event of Default
        means
        any thing which would become an Event of Default on the giving of notice
        (whether or not notice is actually given), the expiry of time, the satisfaction
        or non-satisfaction of any condition, or any combination of the
        above;

       

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

       

      Premises
        means
        any property owned or occupied by a Transaction Party or which is used by
        a
        Transaction Party to carry on any activities;

       

      Price
        Set Date means:

       

      
        	
              	(a)	
                in
                  relation to a Tranche A Call Option, the earlier of the Call Option
                  Issue
                  Date for the Tranche A Options and 30 May 2006;
                  and

              


      

       

      
        	
              	(b)	
                in
                  relation to a Tranche B Call Option, 31 March 2009;
                  

              


      

       

      Principal
        Outstanding
        means,
        at any time, the aggregate principal amount of all outstanding Funding Portions
        at that time (as reduced by, among things, any deemed prepayment under clause
        ‎6.1(g));

       

      Pro
        Rata Share
        means:

       

      
        	
              	(a)	
                where
                  used in respect of a particular Tranche of the Convertible Loan
                  Facility,
                  the Commitment of that Financier for that Tranche of the Convertible
                  Loan
                  Facility expressed as a percentage of Total Commitments for that
                  Tranche
                  of the Convertible Loan Facility;
                  and

              


      

       

      
        	
              	(b)	
                otherwise,
                  the Commitment of that Financier expressed as a percentage of the
                  Total
                  Commitments for both Tranches of the Convertible Loan
                  Facility;

              


      

       

      Project
        Account means
        the
        bank account with the details set out below:

      Account:
        Bank of New York

      New
        York,
        NY 10004

      ABA
        #021000018

      Favour:

      Macquarie
        Bank Limited - OBU Sydney

      Sydney

      A/C
        No.:
        8900055375

      Chips
        UID: 236386

      Reference:
        Samson

       

      
        
          
          

        

        
          Page
            16

          
            

          

        

        
          
          

        

      

       

      or
        such
        other bank account as otherwise specified in writing to the Borrower by the
        Agent;

       

      Property
        or Properties means
        all
        Stanley Properties (being the Properties of the Borrower) and all Kestrel
        Properties (being the Properties of Kestrel). For the purposes of this
        agreement, the Borrower or Kestrel will be deemed to be the owner of any
        Property which it has acquired or holds subject to a conditional sale agreement,
        or leases under a financing Lease
        or
        other arrangement pursuant to which title to the Property has been retained
        by
        or vested in some other Person in a transaction intended to create a
        financing;

       

      Proved
        Developed Non-Producing Reserves or PDNP Reserves
        means
        Proved Reserves which are categorised as both proved behind-pipe and proved
        shut-in reserves in the definitions referred to in the definition of Proved
        Reserves below;

       

      Proved
        Developed Producing Reserves or PDP Reserves
        means
        Proved Reserves which are categorized as both “Developed” and “Producing” in the
        definitions referred to in the definition of Proved Reserves below;

       

      Proved
        Developed Producing Reserves Ratio (Stanley) means,
        at
        any Quarter Date, the ratio of A: B where:

       

      
        	
              	A	
                is
                  the present value discounted at 10% of future net revenues attributable
                  to
                  all PDP Reserves from the Stanley Properties calculated based on
                  a Reserve
                  Report prepared in accordance with clause ‎9.2
                  the Effective Date of which is that Quarter Date (expressed in
                  US
                  Dollars); and

              


      

       

      
        	
              	B	
                is
                  the US Dollar Equivalent of all outstanding Secured Moneys as at
                  that time
                  other than any Secured Moneys under or in connection with a Secured
                  Hedging Agreement;

              


      

       

      Proved
        Developed Producing Reserves Ratio (Group) means,
        at
        any time, the ratio of A: B where:

       

      
        	
              	A	
                is
                  the amount the present value discounted at 10% of future net revenues
                  attributable to all PDP Reserves from the Properties calculated
                  based on a
                  Reserve Report prepared in accordance with clause ‎9.2
                  the Effective Date of which is that Quarter Date (expressed in
                  US
                  Dollars); and

              


      

       

      
        	
              	B	
                is
                  the US Dollar Equivalent of all outstanding Financial Indebtedness
                  of the
                  Group at that time (calculated on a consolidated
                  basis);

              


      

       

      Proved
        Reserves
        has the
        meaning given that term in the definitions promulgated by the Society of
        Petroleum Evaluation Engineers and the World Petroleum Congress as in effect
        at
        the time in question; 

       

      Proved
        Undeveloped Reserves or PUD Reserves
        means
        Proved Reserves which are categorized as “Undeveloped” in the definition of
        Proved Reserves above;

       

      PSA
        means
        the Purchase and Sale Agreement dated as of 6 March 2006 between the Borrower
        and the Vendors;

       

      PSA
        Properties means
        the
        Properties to be acquired by Borrower upon closing of the transactions
        contemplated by the PSA; 

       

      
        
          
          

        

        
          Page
            17

          
            

          

        

        
          
          

        

      

       

      Purchasers
        means
        all
        Persons, including those parties listed on annexure C or otherwise approved
        in
        writing by the Agent who purchase Hydrocarbons attributable or allocable
        to the
        Borrower’s or Kestrel’s Net Revenue Interest in the Properties (as
        applicable);

       

      Quarter
        Date
        means
        each 31 March, 30 June, 30 September or 31 December;

       

      Receiver
        means a
        receiver or receiver and manager appointed under a Security;

       

      Record
        Date means
        the
        date on which the entitlement of each existing shareholder of the Parent
        is
        determined for the purposes of any pro-rata issue of Additional
        Rights;

       

      Reference
        Bank
        means:

       

      
        	 	
                (a)

              	
                Bank
                  of America;

              


      

       

      
        	 	
                (b)

              	
                Barclays
                  Bank PLC;

              


      

       

      
        	 	
                (c)

              	
                Credit
                  Suisse;

              


      

       

      
        	 	
                (d)

              	
                JP
                  Morgan Chase Bank NA;

              


      

       

      
        	 	
                (e)

              	
                Royal
                  Bank of Canada,

              


      

       

      or
        any
        other any bank or financial institution as is agreed from time to time between
        the Borrower and the Agent;

       

      Related
        Body Corporate
        means in
        relation to an entity (the Subject
        Entity):

       

      
        	
              	(a)	
                a
                  Subsidiary of the Subject Entity;

              


      

       

      
        	
              	(b)	
                an
                  entity of which the Subject Entity is a Subsidiary;
                  or

              


      

       

      
        	
              	(c)	
                a
                  Subsidiary of another entity of which the Subject Entity is also
                  a
                  Subsidiary;

              


      

       

      Relevant
        Currency
        means
        the currency in which a payment is required to be made under the Transaction
        Documents and, if not expressly stated to be another currency, is US
        Dollars;

       

      Relevant
        Document means:

       

      
        	
              	(a)	
                a
                  Transaction Document; or

              


      

       

      
        	
              	(b)	
                a
                  Material Document;

              


      

       

      Relevant
        Number has
        the
        meaning given to it in clause ‎6.1(e)(1);

       

      Reserve
        Report
        a report
        under clause ‎9.2(a),
        clause ‎9.2(b)
        or
        clause ‎9.2(c);

       

      Retiring
        Financier
        means a
        Financier which substitutes a Substitute Financier under
        clause ‎17.3
        for
        any of its Commitment;

       

      Same
        Day Funds
        means
        immediately available and freely transferable funds;

       

      Samson
        Security means
        the
        mortgages held by the Parent over properties of Kestrel in the following
        counties: Campbell County, Wyoming; Converse County, Wyoming; Sublette County,
        Wyoming; Sweetwater County, Wyoming; Lea County, New Mexico;
        and
        Grady County, Oklahoma and assigned by the Parent to the Security Trustee
        pursuant to the Deeds of Assignment;

       

      
        
          
          

        

        
          Page
            18

          
            

          

        

        
          
          

        

      

       

      Samson
        Secured Property
        means
        the property the subject of the Samson Security;

       

      Samson
        USA means
        Samson Oil and Gas USA Inc.;

       

      Secured
        Hedging Agreement
        means a
        Hedging Agreement with a Secured Hedging Counterparty;

       

      Secured
        Hedging Counterparty means:
        

       

      
        	
              	(a)	
                Macquarie
                  Bank Limited; or 

              


      

       

      
        	
              	(b)	
                any
                  other Person agreed in writing to be a “Secured Hedging Counterparty” for
                  the purposes of this agreement by the Borrower and the Agent (acting
                  on
                  the instructions of the Majority Financiers);


              


      

       

      Secured
        Hedging Exposure
        on a day
        means, in respect of a Secured Hedging Counterparty,
        an amount which would be payable by any Transaction Party to that Secured
        Hedging Counterparty
        in respect of all transactions under the Secured Hedging Agreements in respect
        of which the Secured Hedging Exposure is being calculated, if (without any
        double-counting):

       

      
        	
              	(a)	
                all
                  amounts actually due and payable but which remain unpaid by the
                  Transaction Party to the Secured Hedging Counterparty
                  under the Secured Hedging Agreement were
                  payable;

              


      

       

      
        	
              	(b)	
                all
                  amounts actually due and payable but which remain unpaid by the
                  Secured
                  Hedging Counterparty
                  to the Transaction Party under the Secured Hedging Agreement were
                  payable;
                  

              


      

       

      
        	
              	(c)	
                all
                  Hedging Transactions with that Secured Hedging Counterparty which
                  have not
                  been closed out and terminated were closed out and terminated on
                  that day,
                  with the notional close out amount calculated pursuant to clause
                  ‎1.7
                  in the case of a Hedging Transaction documented under a 2002 ISDA
                  Master
                  Agreement; 

              


      

       

      
        	
              	(d)	
                all
                  deposits by way of margin (if any) held for those Hedging Transactions
                  were applied against those Hedging Transactions;
                  and

              


      

       

      
        	
              	(e)	
                all
                  amounts (actually or notionally) payable under all Hedging Transactions
                  in
                  any Secured Hedging Agreement referred to in paragraphs (a), (b)
                  and (c)
                  were netted between themselves;

              


      

       

      Secured
        Hedging Transaction
        means
        any “Transaction” under and as defined in any Secured Hedging
        Agreement;

       

      Secured
        Moneys
        means
        all debts and monetary liabilities of each Transaction Party to the Finance
        Parties 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 any Transaction Party alone,
                  or
                  severally or jointly with any other
                  Person;

              


      

       

      
        
          
          

        

        
          Page
            19

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	(e)	
                are
                  owed to or incurred for the account of a Finance Party 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 Finance Party;

              


      

       

      
        	
              	(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 any Finance Party directly
                  or as a
                  result of:

              


      

       

      
        	
              	(1)	
                the
                  assignment or transfer to any Finance Party of any debt or liability
                  of
                  any 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 any Finance Party before
                  the date
                  of this agreement or before the date of any assignment of this
                  agreement
                  to any Finance Party by any other Person or otherwise;
                  or

              


      

       

      
        	
              	(j)	
                comprise
                  any combination of the above,

              


      

       

      and
        including any Secured Hedging Exposure;

       

      Secured
        Property
        means
        the property subject to a Security and includes: 

       

      
        	
              	(a)	
                the
                  Stanley Properties, 

              


      

       

      
        	
              	(b)	
                all
                  Personal Property of the Borrower; 

              


      

       

      
        	
              	(c)	
                the
                  Pledged Interests; and

              


      

       

      
        	
              	(d)	
                the
                  Samson Security and the property the subject of the Samson
                  Security;

              


      

       

      Security
        means
        each:

       

      
        	
              	(a)	
                Security
                  Agreement;

              


      

       

      
        	
              	(b)	
                Encumbrance
                  granted by an Additional Guarantor under clause ‎12.17;
                  and

              


      

       

      
        	
              	(c)	
                any
                  Collateral Security or other Security
                  Agreement;

              


      

       

      Security
        Agreement means:
        

       

      
        	
              	(a)	
                each
                  Security Agreement dated as of the date of this agreement between
                  the
                  Borrower and the Security Trustee; 

              


      

       

      
        	
              	(b)	
                each
                  Share Pledge dated on or about the date of this agreement between
                  the
                  Parent and the Security Trustee;

              


      

       

      
        	
              	(c)	
                each
                  Deed of Assignment and the Samson Security to which it
                  relates;

              


      

       

      
        	
              	(d)	
                each
                  Mortgage;

              


      

       

      Security
        Document means
        this agreement, the Security Agreements, the Subordination Agreements, financing
        statements, the Deposit Account Control Agreement and any other agreement
        or
        writing evidencing any assignment, Lien, Encumbrance or security interest
        executed as security for, or to credit enhance, the payment of any of the
        Secured Moneys; 

       

      Security
        Provider
        means a
        Person who has granted a Security;

       

      
        
          
          

        

        
          Page
            20

          
            

          

        

        
          
          

        

      

       

      Security
        Trust
        means
        the trust known as the “Samson Security Trust” constituted pursuant to the
        Security Trust Deed;

       

      Security
        Trust Deed means
        the
        document so entitled dated on or about the date of this agreement between
        the
        Borrower, each party listed in schedule 1 therein (as initial beneficiaries),
        each party listed in schedule 2 therein (as initial security providers) and
        the
        Security Trustee;

       

      Settlement
        Price has
        the
        meaning given to it in clause ‎6.1(f);

       

      Share
        Pledge means
        the
        pledge agreement executed by Parent in favor of Security Trustee pursuant
        to
        which Parent pledges all of its Equity Interests in the Borrower and Kestrel
        to
        the Security Trustee;

       

      Shares
        means
        the
        fully paid ordinary shares in the capital of the Parent;

       

      Stanley
        Assets
        means
        the “Assets” under and as defined in the PSA and, on or after the first Funding
        Date includes only such of those “Assets” as are owned by the Borrower. For the
        avoidance of doubt the Stanley Assets includes the Stanley
        Properties;

       

      Stanley
        Properties means
        the
“Properties” under and as defined in the PSA and specified in annexure C, on or
        after the first Funding Date includes only such of those “Assets” as are owned
        by the Borrower;

       

      Subsidiary
        means,
        in relation to any Person (a parent
        entity),
        any
        other Person (the relevant
        entity):

       

      (a) in
        respect of which that parent entity holds or owns (directly or indirectly)
        more
        than 50% of the voting capital or similar ownership rights; or

       

      (b) over
        which that parent entity has direct or indirect control (where, for the purposes
        of this definition, “control” means the power to direct the management and the
        policies of the relevant entity whether through the ownership of voting capital,
        by contract or otherwise);

       

      (c) in
        respect of which that parent entity controls the composition of the board
        of the
        relevant entity; 

       

      (d) in
        respect of which that parent entity is in a position to cast, or control
        the
        casting of, more than 50% of the maximum number of votes that may be cast
        at a
        meeting of the relevant entity; or

       

      (e) where
        the
        relevant entity is a Subsidiary of a Subsidiary of the parent
        entity;

       

      Subordination
        Agreement
        means
        the subordination agreement dated on or about the date of this agreement
        between
        the Parent, the Borrower and the Security Trustee;

       

      Substitution
        Certificate
        means a
        certificate in the form of, or substantially in the form of, annexure B
        which is executed pursuant to clause ‎17.3;

       

      Substitute
        Financier
        means a
        Person substituted by a Financier under clause ‎17.2
        for
        any of the Financier’s Commitment;

       

      Tax
        means:

       

      (a) any
        tax
        including the GST, levy, charge, impost, duty, fee, deduction, compulsory
        loan
        or withholding; or

       

      
        
          
          

        

        
          Page
            21

          
            

          

        

        
          
          

        

      

       

      (b) any
        income, stamp or transaction duty, tax or charge,

       

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

       

      Tax
        Act
        means
        the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act
        1997
        (Cth) as applicable;

       

      Tax
        Invoice
        includes
        any document or record treated by the Commissioner of Taxation as a tax invoice
        or as a document entitling a recipient to an input tax credit;

       

      Taxing
        Authority
        means
        any Government Agency that has the power to impose taxes upon a Transaction
        Party or any of the Secured Property;

       

      Title
        Document
        means
        any original, duplicate or counterpart certificate or document of
        title;

       

      Total
        Commitments
        means,
        at any time:

       

      (a) where
        used in respect of a particular Tranche of the Convertible Loan Facility,
        the
        aggregate of the Commitments of the Financiers for that Tranche of the
        Convertible Loan Facility at that time; or

       

      (b) otherwise,
        the aggregate of the Commitments of the Financiers for both Tranches of the
        Convertible Loan Facility at that time;

       

      Total
        Undrawn Commitments
        means,
        at any time:

       

      (a) where
        used in respect of a particular Tranche of the Convertible Loan Facility,
        the
        aggregate of the Undrawn Commitments of the Financiers for that Tranche of
        the
        Convertible Loan Facility at that time; or

       

      (b) otherwise,
        the aggregate of the Undrawn Commitments of the Financiers for both Tranches
        of
        the Convertible Loan Facility at that time;

       

      Tranche
        means a
        tranche of the Convertible Loan Facility, being either Tranche A or Tranche
        B;

       

      Tranche
        A Call Options means
        the
        11,000,000 Call Options issued or to be issued in relation to Tranche
        A;

       

      Tranche
        B Call Options means
        the
        10,000,000 Call Options issued or to be issued in relation to Tranche
        B;

       

      Transaction
        Document
        means:

       

      (a) this
        agreement;

       

      (b) the
        Security Trust Deed;

       

      (c) a
        Security;

       

      (d) a
        Guarantee Assumption Agreement; 

       

      (e) a
        Call
        Option Certificate;

       

      (f) a
        Fee
        Letter;

       

      (g) a
        Secured
        Hedging Agreement;

       

      (h) a
        Substitution Certificate;

       

      
        
          
          

        

        
          Page
            22

          
            

          

        

        
          
          

        

      

       

      (i) any
        tripartite or step in documentation in connection with a Material Document
        required by the Agent;

       

      (j)
         a
        Subordination Agreement;

       

      (k) a
        Deposit
        Account Control Agreement;

       

      or
        any
        document or agreement entered into or given under any of the above;

       

      Transaction
        Party
        means:

       

      (a) the
        Borrower; and

       

      (b) each
        Guarantor; 

       

      UCC
        means
        the Uniform Commercial Code presently in effect in the State of Texas or
        other
        applicable jurisdiction;

       

      Undrawn
        Commitment
        means,
        in respect of a Financier at any time:

       

      (a) where
        used in respect of a Tranche of the Convertible Loan Facility, the Commitment
        of
        that Financier at that time for that Tranche of the Convertible Loan Facility
        less the Principal Outstanding provided by that Financier at that time under
        that Tranche of the Convertible Loan Facility; or

       

      (b) otherwise,
        the Commitment of that Financier at that time for both Tranches of the
        Convertible Loan Facility at that time less the Principal Outstanding provided
        by that Financier at that time under both Tranches of the Convertible Loan
        Facility; 

       

      US
        Dollar Equivalent
        means,
        at any time in respect of any amount denominated:

       

      (a) other
        than in US Dollars, the amount of US Dollars determined by the Agent by
        translating that amount of currency into US Dollars using the spot rate of
        exchange which the Agent determines to be the rate of exchange which it could,
        on that day, buy US Dollars with that other currency in the ordinary course
        of
        business;

       

      (b) in
        US
        Dollars, the amount of those US Dollars;

       

      USA
        PATRIOT
        Act
        means
        the Uniting and Strengthening America by Producing Appropriate Tools Required
        to
        Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, Pub. L. 707-56,
        as
        amended, and regulations promulgated thereunder as in effect from time to
        time;

       

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

       

      Vendors
        means
        Stanley Energy, Inc. and Stanley Energy W, Inc.; 

       

      Well
        means
        any existing oil or gas well, salt water disposal well, injection well, water
        supply well or any other well located on or related to the Properties or
        any
        well which may hereafter be drilled and/or completed on any of the Properties,
        or any facility or Equipment in addition to or replacement of any well;
        and

       

      Working
        Interest means
        the
        property interest which entitles the owner thereof to explore and develop
        certain land for oil and gas production purposes, whether under an oil and
        gas
        lease or unit, a compulsory pooling order or otherwise.

       

      
        
          
          

        

        
          Page
            23

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.2

              	
                Interpretation

              


      

       

      In
        this
        agreement headings and bold type are for convenience only and do not affect
        the
        interpretation of this agreement 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
                  agreement 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;

              


      

       

      
        	 	
                (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, exhibit or schedule is
                  a reference
                  to a clause of, and a party, annexure, exhibit and schedule to,
                  this
                  agreement and a reference to this agreement includes any annexure,
                  exhibit
                  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, deregistration, assignment
                  for
                  the benefit of creditors, scheme, composition or arrangement with
                  creditors, insolvency, bankruptcy, or a 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
                  reference to an agreement other than this agreement includes an
                  undertaking, deed, agreement or legally enforceable arrangement
                  or
                  understanding whether or not in
                  writing;

              


      

       

      
        	 	
                (l)

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

              


      

       

      
        	 	
                (m)

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

              


      

       

      
        	 	
                (n)

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

              


      

       

      
        
          
          

        

        
          Page
            24

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (o)

              	
                a
                  reference to drawing, accepting, endorsing or other dealing with
                  a Bill
                  refers to drawing, accepting, endorsing or dealing within the meaning
                  of
                  the Bills of Exchange Act 1909
                  (Cth);

              


      

       

      
        	 	
                (p)

              	
                a
                  reference to a body, other than a party to this agreement (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)

              	
                references
                  to time are to Sydney time.

              


      

       

      
        	 	
                1.3

              	
                Inclusive
                  expressions

              


      

       

      Specifying
        anything in this agreement 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.

       

      
        	 	
                1.4

              	
                Business
                  Day

              


      

       

      Except
        where clause ‎7.2
        applies, 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.

       

      
        	 	
                1.5

              	
                Accounting
                  Standards

              


      

       

      Any
        accounting practice or concept relevant to this agreement is to be construed
        or
        determined in accordance with the Accounting Standards.

       

      
        	 	
                1.6

              	
                Security
                  Trustee’s limitation of liability
                  protection

              


      

       

      
        	 	
                (a)

              	
                Limitation
                  of liability

              


      

       

      
        	 	
                (1)

              	
                The
                  Security Trustee enters into this agreement only in its capacity
                  as
                  security trustee of the Security Trust and in no other
                  capacity.

              


      

       

      
        	 	
                (2)

              	
                A
                  liability arising under or in connection with this agreement (whether
                  that
                  liability arises under a specific provision of this agreement,
                  for breach
                  of contract or otherwise) can be enforced against the Security
                  Trustee
                  only to the extent to which it can be satisfied out of property
                  of the
                  Security Trust out of which the Security Trustee is actually indemnified
                  for the liability.

              


      

       

      
        	 	
                (3)

              	
                The
                  limitation of the Security Trustee’s liability under this
                  clause ‎1.6
                  applies despite any other provision of this agreement (other than
                  clause ‎1.6(c))
                  and extends to all liabilities and obligations of the Security
                  Trustee in
                  relation to any representation, warranty, conduct, omission, agreement
                  or
                  transaction related to this
                  agreement.

              


      

       

      
        	 	
                (b)

              	
                No
                  action against the Security Trustee
                  personally

              


      

       

      The
        parties may not:

       

      
        	 	
                (1)

              	
                sue
                  the Security Trustee personally;

              


      

       

      
        
          
          

        

        
          Page
            25

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                seek
                  the appointment of a liquidator, administrator, receiver or similar
                  person
                  to the Security Trustee; or

              


      

       

      
        	 	
                (3)

              	
                prove
                  in any liquidation, administration or arrangement of or affecting
                  the
                  Security Trustee.

              


      

       

      
        	 	
                (c)

              	
                Exception

              


      

       

      The
        provisions of this clause ‎1.6
        will
        not apply to any obligation or liability of the Security Trustee to the extent
        that it is not satisfied because there is a reduction in the extent, or an
        extinguishment, of the Security Trustee’s indemnification out of the assets of
        the Security Trust, as a result of the Security Trustee’s fraud, gross
        negligence or breach of trust.

       

      
        	 	
                1.7

              	
                Calculation
                  of close out amount in respect of transaction under a Secured Hedging
                  Agreement subject to ISDA Master Agreement 2002
                  

              


      

       

      For
        the
        purpose of calculating the close out amount in the definition of Secured
        Hedging
        Exposure for a Secured Hedging Counterparty under a “Transaction” transacted
        under a 2002 ISDA Master Agreement (where the term “Transaction” has the meaning
        given to it in the 2002 ISDA Master Agreement), the parties agree
        that:

       

      
        	 	
                (a)

              	
                prior
                  to close out and termination of such transaction, the calculation
                  will be
                  performed on the relevant date on a net basis as if the transaction
                  was
                  closed out and terminated and the “Early Termination Amount” under and as
                  defined in the ISDA Master Agreement was calculated under section
                  6(e)(i)
                  of the 2002 ISDA Master Agreement based on the assumptions
                  that:

              


      

       

      
        	 	
                (1)

              	
                that
                  day is an Early Termination Date; 

              


      

       

      
        	 	
                (2)

              	
                the
                  relevant Secured Hedging Counterparty is the Non-defaulting Party;
                  and

              


      

       

      
        	 	
                (3)

              	
                all
                  transactions entered into with that Secured Hedging Counterparty
                  under a
                  Secured Hedging Agreement are the Terminated
                  Transactions,

              


      

       

      where
        the
        expressions “Early Termination Amount”, “Early Termination Date”,
“Non-defaulting Party” and “Terminated Transactions” have the meaning given to
        those expressions in the 2002 ISDA Master Agreement; and

       

      
        	 	
                (b)

              	
                on
                  and after close out and termination of such a transaction, the
                  calculation
                  will be made under section 6(e)(i) of the 2002 ISDA Master
                  Agreement.

              


      

       

      
        	 	
                2

              	
                Conditions
                  precedent

              


      

       

       

      
        	 	
                2.1

              	
                Conditions
                  precedent to initial Funding
                  Portion

              


      

       

      A
        Financier is not obliged to provide its Commitment or its Pro Rata Share
        of the
        first Funding Portion until the Agent has received all of the following in
        form
        and of substance satisfactory to the Agent:

       

      
        
          
          

        

        
          Page
            26

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                officer’s
                  certificate:
                  an officer’s certificate in the form of part 1 of schedule 4 (in
                  respect of the Borrower) and part 2 of schedule 4 (in respect of
                  the
                  Parent) (together with the attachments referred to in the certificate)
                  and
                  dated no more than 5 Business Days before the first Funding
                  Date;

              


      

       

      
        	 	
                (b)

              	
                Transaction
                  Documents:
                  originals of each Transaction Document which can be executed before
                  the
                  first Funding Date, duly executed by all parties to them other
                  than the
                  Finance Parties and, where
                  applicable:

              


      

       

      
        	 	
                (1)

              	
                duly
                  stamped or, if not duly stamped, evidence satisfactory to the Agent
                  (acting reasonably) that they will be duly stamped;
                  and

              


      

       

      
        	 	
                (2)

              	
                in
                  registrable form together with all executed documents necessary
                  to
                  register them,

              


      

       

      including,
        if required by the Agent, tripartite or step-in agreements in connection
        with
        all or any Material Documents;

       

      
        	 	
                (c)

              	
                Material
                  Documents:
                  originals of each Material Document duly executed by all parties
                  to them
                  and, where applicable, duly stamped or, if not duly stamped, evidence
                  satisfactory to the Agent that they will be duly stamped;
                  

              


      

       

      
        	 	
                (d)

              	
                Shareholder
                  Approval:
                  all necessary shareholder approvals in respect of the Parent and
                  the
                  obligations undertaken by it under the Transaction Documents (including
                  the issue by the Parent of the Call Options and the Shares comprised
                  in
                  the equity raising referred to in clause ‎2.1(m));

              


      

       

      
        	 	
                (e)

              	
                Title
                  Documents:
                  each Title Document required to be lodged with a Finance Party
                  under any
                  Transaction Document;

              


      

       

      
        	 	
                (f)

              	
                Financial
                  Reports:
                  a
                  copy of the most recent audited or audited reviewed Financial Report
                  of
                  the Group;

              


      

       

      
        	 	
                (g)

              	
                Authorisations:
                  evidence that:

              


      

       

      
        	 	
                (1)

              	
                each
                  Transaction Party has obtained, been granted and complied with
                  all
                  Authorisations required in connection
                  with:

              


      

       

      
        	 	
                (A)

              	
                the
                  entry into and performance of the Transaction Documents;
                  and

              


      

       

      
        	 	
                (B)

              	
                the
                  completion of the Acquisition; and

              


      

       

      
        	 	
                (2)

              	
                no
                  breach or revocation has occurred in relation to any such
                  Authorisations;

              


      

       

      
        	 	
                (h)

              	
                no
                  Encumbrances:
                  confirmation that no Transaction Party has created or allowed to
                  exist any
                  Encumbrance over any of its assets other than a Permitted
                  Encumbrance;

              


      

       

      
        	 	
                (i)

              	
                no
                  litigation:
                  confirmation that no litigation, arbitration, mediation, conciliation,
                  dispute or criminal or administrative proceeding has been commenced,
                  is
                  pending or to the knowledge of any Transaction Party is threatened
                  in
                  respect of any Transaction Party or
                  Kestrel;

              


      

       

      
        	 	
                (j)

              	
                enquiries:
                  results of searches, enquiries and requisitions in respect of each
                  Transaction Party and the Secured Property and the
                  Properties;

              


      

       

      
        	 	
                (k)

              	
                Call
                  Options: evidence
                  that not less than:

              


      

       

      
        	 	
                (1)

              	
                11,000,000
                  Tranche A Call Options; and

              


      

       

      
        
          
          

        

        
          Page
            27

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                10,000,000
                  Tranche B Call Options,

              


      

       

      have
        been
        issued to the Financiers (with such Options to be issued to the Financiers
        in
        their Pro Rata Shares for Tranche A (in the case of the Tranche A Call Options)
        or Tranche B (in the case of the Tranche B Call Options),
        including receipt by the Financiers of Call Option Certificates for those
        Tranche A Call Options and Tranche B Call Options (with each Call Option
        Certificate to evidence not more than 500,000 Call Options);

       

      
        	 	
                (l)

              	
                fees
                  and expenses:
                  evidence that all fees and expenses due and payable by a Transaction
                  Party
                  under the Transaction Documents have been paid or will be paid
                  on the
                  first Funding Date out of the proceeds of the first Funding
                  Portion;

              


      

       

      
        	 	
                (m)

              	
                Equity
                  raising:
                  the Parent has raised not less than the Australian Dollar Equivalent
                  of
                  US$15,000,000 by way of equity raising or
                  placement;

              


      

       

      
        	 	
                (n)

              	
                Acquisition:
                  evidence:

              


      

       

      
        	 	
                (1)

              	
                that
                  no amendments or modifications have been made to, and no waivers
                  have been
                  given under, the Acquisition Agreements without the prior written
                  consent
                  of the Agent;

              


      

       

      
        	 	
                (2)

              	
                of
                  satisfaction of all conditions precedent to completion under the
                  Acquisition Agreements (and that no provision of or condition or
                  condition
                  precedent under an Acquisition Agreement has been waived by any
                  party
                  (whether or not that party is also a party to this agreement) without
                  the
                  written consent of the Agent); 

              


      

       

      
        	 	
                (3)

              	
                that
                  completion of the Acquisition will occur contemporaneously with
                  the first
                  drawdown under the Convertible Loan Facility and that following
                  completion
                  of the Acquisition that no Encumbrance will exist over any Stanley
                  Asset
                  other than a Permitted Encumbrance;

              


      

       

      
        	 	
                (o)

              	
                opinions:
                  an
                  opinion from:

              


      

       

      
        	 	
                (1)

              	
                Freehills
                  in respect of the Parent and each Transaction Document to which
                  the Parent
                  is expressed to be a party or which is governed by New South Wales
                  law;

              


      

       

      
        	 	
                (2)

              	
                Freehills
                  confirming that the terms of the Call Options issued (or to be
                  issued) and
                  each Call Option Certificate will not breach the Corporations Act
                  or the
                  ASX Listing Rules and that the Call Options are not
                  voidable;

              


      

       

      
        	 	
                (3)

              	
                Davis
                  Graham & Stubbs LLP in respect of the Borrower and each of the
                  Transaction Documents to which the Borrower is expressed to be
                  a party or
                  which is governed by the laws of, or of any state (including the
                  District
                  of Columbia) of, the United States of
                  America;

              


      

       

      
        	 	
                (4)

              	
                Davis
                  Graham & Stubbs LLP in respect of the title of the Vendors to the
                  Stanley Assets and title of the Borrower to those assets after
                  completion
                  of the Acquisition;

              


      

       

      
        	 	
                (p)

              	
                material
                  adverse change:
                  evidence that no event or change has occurred that has had or is
                  reasonably likely to have a material adverse effect on the business,
                  assets, operations, material contracts, prospects or condition,
                  financial
                  or otherwise of the Group, Kestrel, the Kestrel Properties, the
                  Stanley
                  Assets or any Transaction Party since the most recent quarterly
                  Financial
                  Report;

              


      

       

      
        
          
          

        

        
          Page
            28

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (q)

              	
                due
                  diligence:
                  satisfactory results of due diligence enquires as the Agent in
                  its
                  absolute discretion requires to be conducted by it and/or its legal
                  counsel in relation to the Parent, the Borrower, Kestrel, the Vendor,
                  the
                  Stanley Assets, the Kestrel Properties or any other assets of the
                  Parent
                  or any of its Subsidiaries including market due diligence, legal
                  due
                  diligence, title due diligence, financial due diligence, environmental
                  due
                  diligence and insurance due diligence and an environmental report
                  in
                  relation to the Kestrel Properties;

              


      

       

      
        	 	
                (r)

              	
                process
                  agent:
                  evidence that each Transaction Party (other than the Parent) has
                  appointed
                  the Parent as its the process agent specified in clause ‎19.4(e);

              


      

       

      
        	 	
                (s)

              	
                Independent
                  Engineers Report:
                  a
                  report by the Independent Engineering Consultant containing details
                  of the
                  Proved Reserves of the Stanley Properties and the Kestrel Properties
                  and
                  such other information as the Agent may
                  require;

              


      

       

      
        	 	
                (t)

              	
                Kestrel:
                  evidence that the Parent will be in a position to acquire any Equity
                  Interests in Kestrel not owned by it as at the date of this agreement
                  within 4 months of the first Funding Date and that the Parent will
                  be in a
                  position to ensure compliance with clause ‎9.22
                  within 4 months of the first Funding
                  Date;

              


      

       

      
        	 	
                (u)

              	
                know
                  your client:
                  documentation and other evidence requested by the Agent to satisfy
                  the
                  “know your client” or “know your customer” procedures of the Agent or any
                  Financier;

              


      

       

      
        	 	
                (v)

              	
                USA
                  PATRIOT Act:
                  any information required by Section 326 in the USA PATRIOT Act
                  or deemed
                  necessary to verify the identity of the Borrower and the Guarantor
                  as
                  required by Section 326 of the USA PATRIOT
                  Act;

              


      

       

      
        	 	
                (w)

              	
                further
                  information:
                  such other further information, certificates, Authorisations, due
                  diligence materials and documents as the Agent may, in its absolute
                  discretion, require including information about the operators'
                  plans to
                  remedy well facilities that breach the secondary containment requirements
                  at any of the Properties.

              


      

       

      
        	 	
                2.2

              	
                Conditions
                  precedent to all Funding
                  Portions

              


      

       

      A
        Financier is not obliged to provide its Pro Rata Share of any Funding Portion
        until the following conditions are fulfilled to the Agent’s
        satisfaction:

       

      
        	 	
                (a)

              	
                Funding
                  Notice:
                  the Borrower has delivered a Funding Notice to the Agent requesting
                  the
                  Funding Portion;

              


      

       

      
        	 	
                (b)

              	
                Funding
                  Date:
                  the Funding Date for the Funding Portion is a Business Day within
                  the
                  Availability Period;

              


      

       

      
        	 	
                (c)

              	
                Commitment:
                  the Commitment of that Financier will not be exceeded by providing
                  the
                  Funding Portion;

              


      

       

      
        
          
          

        

        
          Page
            29

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                no
                  Default:
                  no Default has occurred which is continuing and no Default will
                  result
                  from the Funding Portion being
                  provided.

              


      

       

      
        	 	
                2.3

              	
                Certified
                  copies

              


      

       

      An
        Officer of the relevant Transaction Party must certify a copy of a document
        given to the Agent under clauses ‎2.1
        or
‎2.2
        to be
        a true copy of the original document. The certification must be made no more
        than 5 Business Days before the date on which it is provided.

       

      
        	 	
                2.4

              	
                Cancellation
                  of Commitment

              


      

       

      The
        Commitments of the Financiers for each Tranche will be cancelled and the
        Convertible Loan Facility will terminate if the first Funding Date has not
        occurred on or before 12 noon (Denver USA time) on 30 May 2006 (or such later
        date or time as the Agent (acting on the instructions of all Financiers)
        may
        agree in writing).

       

      
        	 	
                2.5

              	
                Benefit
                  of conditions precedent

              


      

       

      A
        condition in this clause ‎2
        is for
        the benefit only of the Financiers and only the Agent (acting on the
        instructions of all Financiers, in the case of a condition in clause
‎2.1,
        or
        the Majority Financiers, in the case of a condition in clause ‎2.2)
        may
        waive it.

       

      
        	 	
                3

              	
                Commitment,
                  purpose and availability of Convertible Loan
                  Facility

              


      

       

      
        	 	
                3.1

              	
                Provision
                  of Commitment

              


      

       

      Each
        Financier must make its Commitment available to the Borrower on the terms
        of
        this agreement.

       

      
        	 	
                3.2

              	
                Several
                  obligations and rights of
                  Financiers

              


      

       

      
        	 	
                (a)

              	
                The
                  obligations and rights of the Financiers under each Transaction
                  Document
                  are several.

              


      

       

      
        	 	
                (b)

              	
                Failure
                  of a Financier to perform its obligations under a Transaction Document
                  does not relieve any other Financier from any of its obligations
                  under a
                  Transaction Document.

              


      

       

      
        	 	
                (c)

              	
                No
                  Financier is responsible for the obligations of any other Financier
                  under
                  a Transaction Document.

              


      

       

      
        	 	
                (d)

              	
                Each
                  Financier may separately enforce its rights under any Transaction
                  Document, unless a Transaction Document provides
                  otherwise.

              


      

       

      
        	 	
                3.3

              	
                Purpose

              


      

       

      The
        Borrower must use the net proceeds of a Funding Portion only in or
        towards

       

      
        	 	
                (a)

              	
                payment
                  of the purchase price for the Stanley Assets under the Acquisition
                  Agreements; and

              


      

       

      
        
          
          

        

        
          Page
            30

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                any
                  other purpose that the Agent (acting on the instructions of all
                  Financiers) approves in writing.

              


      

       

      
        	 	
                3.4

              	
                Prepayment

              


      

       

      
        	 	
                (a)

              	
                The
                  Borrower may prepay any of the Principal Outstanding in relation
                  to an
                  outstanding Funding Portion provided to it under Tranche B by giving
                  the
                  Agent at least 20 Business Days’ prior notice
                  specifying:

              


      

       

      
        	 	
                (1)

              	
                the
                  prepayment date (which must be on or before 31 March 2009);
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  relevant Funding Portions which are to be prepaid in whole or in
                  part.

              


      

       

      
        	 	
                (b)

              	
                The
                  Borrower may not prepay any of the Principal Outstanding under
                  Tranche A
                  and may not prepay outstanding Funding Portions under Tranche B
                  other as
                  set out in clause ‎3.4(a)
                  except:

              


      

       

      
        	 	
                (1)

              	
                with
                  the prior written consent of the Agent (acting on the instructions
                  of the
                  Majority Financiers); or 

              


      

       

      
        	 	
                (2)

              	
                as
                  a consequence of the exercise of any Call Options under and in
                  accordance
                  with clause ‎6.

              


      

       

      
        	 	
                (c)

              	
                Prepayment
                  of part of the Principal Outstanding under this clause ‎3.4
                  may only be made in a minimum amount of US$500,000 and in an integral
                  multiple of US$500,000.

              


      

       

      
        	 	
                (d)

              	
                The
                  Borrower must prepay the Principal Outstanding specified in the
                  prepayment
                  notice on the prepayment date specified in the notice together
                  with all
                  unpaid interest accrued to the prepayment date in respect of the
                  prepaid
                  amount.

              


      

       

      
        	 	
                (e)

              	
                The
                  Commitment of a Financier for a Tranche is reduced by its Pro Rata
                  Share
                  of any amount of Principal Outstanding of that Tranche prepaid
                  under this
                  clause ‎3.4
                  and accordingly a prepaid amount may not be
                  redrawn.

              


      

       

      
        	 	
                (f)

              	
                A
                  notice given under clause ‎3.4(a)
                  is irrevocable.

              


      

       

      
        	 	
                3.5

              	
                Redemption
                  of Call Options

              


      

       

      
        	 	
                (a)

              	
                If
                  the Borrower makes a prepayment or repayment of any Principal Outstanding
                  under either Tranche of the Convertible Loan Facility then the
                  Parent may
                  cancel a number of Call Options on issue in respect of the relevant
                  Tranche of the Convertible Loan Facility equivalent to the amount
                  of
                  Principal Outstanding prepaid, with 1 Call Option to be cancelled
                  per each
                  US$1 of Principal Outstanding
                  prepaid.

              


      

       

      
        	 	
                (b)

              	
                A
                  cancellation of Call Options under clause ‎3.5
                  will be made in respect of the Call Options held by the Financiers
                  for
                  that Tranche in accordance with their Pro Rata Shares for that
                  Tranche of
                  the Convertible Loan Facility.

              


      

       

      
        	 	
                (c)

              	
                If
                  any Call Options are to be cancelled under clause ‎3.5(a)
                  a Financier with a Commitment for that Tranche of the Facility
                  must
                  promptly return the Call Options Certificates held by it for that
                  Tranche
                  of the Convertible Loan Facility in respect of the number of Call
                  Options
                  cancelled to the Parent and, to the extent necessary, the Parent
                  must
                  issue to each Financier replacement Call Option Certificates for
                  the
                  balance of any Call Options represented in the returned Call Options
                  Certificates which have not been cancelled as a consequence of
                  the
                  prepayment.

              


      

       

      
        
          
          

        

        
          Page
            31

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.6

              	
                Prepayment
                  date

              


      

       

      The
        Borrower may make a prepayment under clause ‎3.4(a)
        on
        any Business Day occurring on or before 31 March 2009.

       

      
        	 	
                4

              	
                Funding
                  and rate setting
                  procedures

              


      

       

      
        	 	
                4.1

              	
                Delivery
                  of Funding Notice

              


      

       

      
        	 	
                (a)

              	
                If
                  the Borrower requires the provision of a Funding Portion it must
                  deliver
                  to the Agent a Funding Notice.

              


      

       

      
        	 	
                (b)

              	
                The
                  Agent must notify each Financier of the contents of each Funding
                  Notice,
                  and of each Financier’s Pro Rata Share of each Funding Portion requested
                  as soon as reasonably practicable and in any event within 1 Business
                  Day after the Agent receives the Funding
                  Notice.

              


      

       

      
        	 	
                4.2

              	
                Requirements
                  for a Funding Notice

              


      

       

      A
        Funding
        Notice to be effective must be:

       

      
        	 	
                (a)

              	
                in
                  writing in the form of, and specifying the matters required in,
                  schedule 5; and

              


      

       

      
        	 	
                (b)

              	
                received
                  by the Agent before 11.00am on a Business Day at least 2 Business
                  Days before the proposed Funding Date (or any shorter period that
                  the
                  Agent agrees in writing).

              


      

       

      Schedule
        10 lists the Persons authorised to give a Funding Notice on behalf of the
        Borrower and the signatures and electronic signatures, if applicable, of
        each
        such Person. Only one signature from a Person listed on schedule 10 is required
        for a Funding Notice unless otherwise specified in schedule 10.

       

      
        	 	
                4.3

              	
                Irrevocability
                  of Funding Notice

              


      

       

      The
        Borrower is irrevocably committed to draw Funding Portions from the Financiers
        in accordance with each Funding Notice given to the Agent.

       

      
        	 	
                4.4

              	
                Number
                  of Funding Portions

              


      

       

      Only
        one
        Funding Portion will be provided to the Borrower under each of Tranche A
        and
        Tranche B, in each case in an amount equal to the Total Commitments for the
        relevant Tranches. Funding Portions under Tranches A and B must be drawn
        on the
        same date and the Total Commitments for those Tranches must be drawn in whole
        (and may not be drawn in part).

       

      
        
          
          

        

        
          Page
            32

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5

              	
                Convertible
                  Loan Facility

              


      

       

      
        	 	
                5.1

              	
                Provision
                  of Funding Portions

              


      

       

      Subject
        to clause ‎2,
        if the
        Borrower gives a Funding Notice, each Financier must provide to the Agent
        its
        Pro Rata Share of each specified Funding Portion in Same Day Funds in US
        Dollars
        no later than 12 noon on the specified Funding Date and in accordance with
        the
        relevant Funding Notice.

       

      
        	 	
                5.2

              	
                Payment
                  to the Borrower

              


      

       

      On
        receipt of the amounts paid to it by the Financiers under
        clause ‎5.1,
        the
        Agent must pay those amounts in Same Day Funds in US Dollars to the Borrower
        or
        as directed by the Borrower in the relevant Funding Notice.

       

      
        	 	
                5.3

              	
                Repayment

              


      

       

      The
        Borrower must repay each Funding Portion provided to it and all other Secured
        Moneys:

       

      
        	 	
                (a)

              	
                in
                  full on the Maturity Date; and

              


      

       

      
        	 	
                (b)

              	
                otherwise
                  as required under this agreement.

              


      

       

      
        	 	
                5.4

              	
                Interest

              


      

       

      
        	 	
                (a)

              	
                The
                  Borrower must pay interest on the principal amount of each Funding
                  Portion
                  provided to it for each Interest Period at the Interest Rate for
                  that
                  Funding Portion.

              


      

       

      
        	 	
                (b)

              	
                Interest
                  is calculated on daily balances on the basis of a 360 day year
                  and for the
                  actual number of days elapsed from and including the first day
                  of each
                  Interest Period to, but excluding, the last day of the Interest
                  Period or,
                  if earlier, the date of prepayment or repayment of the Funding
                  Portion
                  under this agreement.

              


      

       

      
        	 	
                (c)

              	
                The
                  Borrower must pay accrued interest in arrears to the Agent on each
                  Interest Payment Date.

              


      

       

      
        	 	
                6

              	
                Call
                  Options

              


      

       

      
        	 	
                6.1

              	
                Call
                  Option terms

              


      

       

      
        	 	
                (a)

              	
                The
                  Parent agrees to grant to the Financiers the Tranche A Call Options
                  and
                  the Tranche B Call Options in their Pro Rata Shares for the relevant
                  Tranche of the Convertible Loan Facility on or before the Funding
                  Date in
                  relation to the initial Funding Portion by issuing to each Financier
                  executed Call Option Certificates for the Call Options to be issued
                  to it
                  (with each Call Option Certificate to evidence not more than 500,000
                  Call
                  Options). No premium is payable by the Financiers in respect of
                  the Call
                  Options.

              


      

       

      
        
          
          

        

        
          Page
            33

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                Each
                  Call Option may be exercised at any time after 9.00am Sydney time
                  on a
                  Business Day during the relevant Call Option Exercise Period for
                  the
                  Exercise Price in accordance with this clause ‎6.1.

              


      

       

      
        	 	
                (c)

              	
                The
                  Call Options are only transferable in accordance with clauses ‎17.2
                  and ‎17.3.
                  For the avoidance of doubt, this restriction on transfer does not
                  apply to
                  any Shares issued upon the exercise of a Call
                  Option.

              


      

       

      
        	 	
                (d)

              	
                Call
                  Options may only be exercised in multiples of 100,000 (or whatever
                  number
                  of Call Options remain if there are less than 100,000) of the same
                  Class
                  of Call Option, by delivering to the Parent the Exercise Notice
                  duly
                  executed by the Holder (together with the Call Options Certificate)
                  specifying the number of Call Options being exercised and the Settlement
                  Price. 

              


      

       

      
        	 	
                (e)

              	
                The
                  Parent must within 5 Business Days of the Exercise
                  Date:

              


      

       

      
        	 	
                (1)

              	
                issue
                  to the Holder the number of Shares calculated in accordance with
                  the
                  following formula (rounded up to the nearest whole Share) (Relevant
                  Number):

              


      

       

      [Graphic]

       

      where:

      RN is
        the
        number of Shares to be issued to the Holder as a consequence of the exercise
        of
        those Call Options; and

      VWAP 

      is:

       

      
        	 	(A) 	in the case of the Tranche A Call Options, the
                US Dollar
                Equivalent of 130% of the volume weighted average price of the Parent’s
                shares on the ASX over the 90 days preceding the earlier of the Call
                Option Issue Date for the Tranche A Call Options and 30 May 2006;
                and


        	 	 	 


        	 	
                (B)

              	
                in
                  the case of the Tranche B Call Option, the US Dollar Equivalent
                  of 120% of
                  the volume weighted average price of the Parent’s shares on the ASX
                  during:

              


      

       

      
        	 	
                (i)

              	
                subject
                  to (ii), the period from 1 January 2009 to 31 March 2009; or,
                  

              


      

       

      
        	 	
                (ii)

              	
                if
                  a Delisting Event has occurred prior to 31 March 2009, the 90 period
                  ending on the day before the date the Shares ceased to be quoted
                  on ASX
                  or, if the Delisting Event occurred as a result of a suspension
                  of
                  trading, the date the Shares were first suspended from
                  trading

              


      

       

      that
        period being the Calculation
        Period,

       

      NC is
        the
        number of Call Options exercised,

       

      adjusted
        in each case in accordance with clauses 6.2 and 6.3;

       

      
        
          
          

        

        
          Page
            34

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                issue,
                  or cause to be issued, to Holder a security holder reference number
                  for
                  the Relevant Number of Shares determined in accordance with clause
                  ‎6.1(e)(1);
                  and

              


      

       

      
        	 	
                (3)

              	
                if
                  applicable, issue a replacement Call Option Certificates to the
                  Holder for
                  the balance of any unexercised Call Options (with each Call Option
                  Certificate to evidence not more than 500,000 Call
                  Options).

              


      

       

      
        	 	
                (f)

              	
                Subject
                  to clause ‎6.1(g),
                  the Holder will pay the Parent an amount equal to the Exercise
                  Price
                  multiplied by the number of Call Options exercised (Settlement
                  Price) on
                  receipt of the documents referred to in clause ‎6.1(e).
                  

              


      

       

      
        	 	
                (g)

              	
                The
                  Settlement Price payable by the Financier upon the exercise of
                  that Call
                  Option is deemed to be applied towards prepayment of the Principal
                  Outstanding of that Financier. To the extent that the Settlement
                  Price is
                  greater than the Principal Outstanding under the Convertible Loan
                  Facility
                  owing to that Financier at the time of the exercise of the Call
                  Options:

              


      

       

      
        	 	
                (1)

              	
                the
                  Settlement Price will be applied first in prepayment in full of
                  the
                  Principal Outstanding of that Financier (if any);
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  Financier will pay the balance of the Settlement Price following
                  such
                  prepayment to the Parent in accordance with clause ‎6.1(f).

              


      

       

      
        	 	
                (h)

              	
                The
                  Shares issued pursuant to the exercise of the Call Options must
                  be issued
                  as fully paid shares.

              


      

       

      
        	 	
                6.2

              	
                Adjustments
                  to VWAP for Tranche B Call
                  Options

              


      

       

      For
        the
        purposes of calculating the volume
        weighted average price of the Parent’s shares on the ASX during
        the
        Calculation Period under clause 6.1(e)(1)(b) in relation to any Tranche B
        Call
        Options:

       

      
        	 	
                (a)

              	
                where,
                  on some or all of the ASX Business Days in the Calculation Period,
                  Shares
                  have been quoted on the ASX as cum
                  dividend
                  or cum
                  any
                  other distribution or entitlement then the volume
                  weighted average price on
                  the ASX Business Days on which those Shares have been quoted cum
                  divided
                  or cum
                  entitlement
                  shall be reduced by an amount (Cum
                  Value)
                  equal to:

              


      

       

      
        	 	
                (1)

              	
                in
                  the case of a dividend or other cash distribution, the amount of
                  that
                  dividend or cash distribution; or

              


      

       

      
        	 	
                (2)

              	
                in
                  the case of an entitlement which is traded on ASX on any of those
                  Business
                  Days, the volume weighted average price of all such entitlements
                  sold on
                  ASX during the relevant Calculation Period on the Business Days
                  on which
                  those entitlements were traded; or

              


      

       

      
        	 	
                (3)

              	
                in
                  the case of an entitlement not traded on the ASX during the relevant
                  Calculation Period or a non-cash distribution, the value of the
                  entitlement or non-cash distribution as reasonably determined by
                  the
                  Agent; 

              


      

       

      
        	 	
                (b)

              	
                where
                  the Shares are reconstructed, consolidated, divided or reclassified
                  into a
                  lesser or greater number of securities during the Calculation Period
                  the
                  volume
                  weighted average price shall
                  be adjusted to ensure that the Holders are in an economic position
                  in
                  relation to their Tranche B Call Options that is as similar as
                  reasonably
                  practicable to the economic position prior to the occurrence of
                  the event
                  that gave rise to the need for the adjustment. Any adjustment made
                  by the
                  Agent will constitute an alteration of these terms of issue and
                  these
                  terms of issue will be construed accordingly.


              


      

       

      
        
          
          

        

        
          Page
            35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.3

              	
                Changes
                  after the Price Set Date for all Call
                  Options

              


      

       

      
        	 	
                (a)

              	
                In
                  this clause 6.3 the expressions Bonus Issue, Pro Rata Issue, Record
                  Date,
                  Security and Underlying Security have the same meaning as in the
                  ASX
                  Listing Rules.

              


      

       

      
        	 	
                (b)

              	
                If
                  on or after the Price Set Date for any Class of Call
                  Options:

              


      

       

      
        	 	
                (1)

              	
                there
                  is a Pro Rata Issue (except a Bonus Issue) to holders of Underlying
                  Securities then on and from the date of the issue the VWAP for
                  each Call
                  Option of that Class is reduced according to the formula set out
                  in ASX
                  Listing Rule 6.22.2 (as at the date of this agreement) as if that
                  VWAP
                  were the “exercise price” referred to in that
                  formula;

              


      

       

      
        	 	
                (2)

              	
                if
                  there is a Bonus Issue to holders of Underlying Securities, from
                  the date
                  of the issue the Relevant Number of Shares which will be issued
                  upon the
                  exercise of a Call Option of that Class is increased by the number
                  of
                  Securities which the holder of the Call Option would have received
                  on the
                  Record Date for that Bonus Issue if the Call Option had been exercised
                  before the Record Date for the Bonus
                  Issue;

              


      

       

      
        	 	
                (3)

              	
                the
                  Parent implements a reorganisation of its capital, the Call Options
                  of
                  that Class must be treated as
                  follows:

              


      

       

      
        	 	
                (A)

              	
                in
                  a consolidation of capital the Relevant Number of Shares which
                  will be
                  issued upon the exercise of a Call Option of that Class must be
                  consolidated in the same ratio as the Shares are
                  consolidated;

              


      

       

      
        	 	
                (B)

              	
                in
                  a sub-division of capital the Relevant Number of Shares which will
                  be
                  issued upon the exercise of that Call Option of that Class must
                  be
                  sub-divided in the same ratio as the Shares are
                  subdivided;

              


      

       

      
        	 	
                (C)

              	
                in
                  a return of capital the VWAP for each Call Option of that Class
                  will be
                  reduced by the same amount as the amount returned in relation to
                  each
                  Share; and

              


      

       

      
        	 	
                (D)

              	
                in
                  a pro rata cancellation of Shares the Relevant Number of Shares
                  to be
                  issued upon the exercise of a Call Option of that Class is reduced
                  in the
                  same ratio as the Shares are
                  cancelled.

              


      

       

      
        	 	
                (c)

              	
                Notwithstanding
                  the foregoing or clause 6.2, the Borrower must
                  not:

              


      

       

      
        	 	
                (1)

              	
                issue
                  new Shares (other than by way of placement of Shares by the Borrower
                  at
                  any time and from time to time in accordance with Chapter 7 of
                  the ASX
                  Listing Rules), consolidate Shares, or alter rights or otherwise
                  re-organise its capital in a way which could or might detract from
                  the
                  value of the Call Options unless the Parent obtains the prior written
                  consent of the Agent; or

              


      

       

      
        
          
          

        

        
          Page
            36

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                take
                  any of the actions contemplated in clause 6.3(b) unless and until
                  the
                  shareholder approval contemplated in clause 9.24 has been obtained.
                  

              


      

       

      
        	 	
                6.4

              	
                Corporate
                  undertakings

              


      

       

      
        	 	
                (a)

              	
                The
                  Parent must comply with the ASX Listing Rules, the Corporations
                  Act and
                  its constitution in relation to each issue of the Call Options
                  on or
                  before the relevant Call Option Issue Date. Without limiting the
                  foregoing, the Parent must ensure that it is in a position to issue
                  Call
                  Options on the relevant Call Option Issue Date without contravening
                  the
                  ASX Listing Rules.

              


      

       

      
        	 	
                (b)

              	
                The
                  Parent must:

              


      

       

      
        	 	
                (1)

              	
                ensure
                  that each Holder is given notice of all general meetings of the
                  Parent and
                  of all resolutions to be considered at those meetings at the same
                  time the
                  shareholders of the Parent are issued with notices;
                  

              


      

       

      
        	 	
                (2)

              	
                not
                  do anything by way of altering its constitution or otherwise which
                  has the
                  effect of changing or converting any Shares into shares of another
                  class,
                  or restricts the Parent’s ability to issue the Call Options or to issue
                  Shares on the exercise of Call Options;
                  and

              


      

       

      
        	 	
                (3)

              	
                ensure
                  that each Holder is given:

              


      

       

      
        	 	
                (A)

              	
                at
                  least 15 Business Days written notice prior to the Record Date
                  in relation
                  to any pro-rata issue of Additional Rights;
                  and

              


      

       

      
        	 	
                (B)

              	
                at
                  least 15 Business Days written notice prior to the Additional Rights
                  Closing Date in relation to any other issue of Additional
                  Rights.

              


      

       

      
        	 	
                6.5

              	
                Participation
                  in Additional Rights

              


      

       

      
        	 	
                (a)

              	
                A
                  Call Option does not confer any rights to
                  dividends.

              


      

       

      
        	 	
                (b)

              	
                A
                  Call Option does not confer any right on the Holder to participate
                  in a
                  new issue without exercising the Call
                  Option.

              


      

       

      
        	 	
                (c)

              	
                Each
                  Financier will be entitled to participate in any rights to take
                  up
                  Additional Rights on the same terms and conditions as applicable
                  to the
                  other offerees or shareholders of the Parent provided that the
                  Financier
                  has exercised any Call Option:

              


      

       

      
        	 	
                (1)

              	
                in
                  relation to any pro-rata issue of Additional Rights, prior to the
                  Record
                  Date; and

              


      

       

      
        	 	
                (2)

              	
                in
                  relation to any other issue of Additional Rights, prior to the
                  Additional
                  Rights Closing Date.

              


      

       

      
        
          
          

        

        
          Page
            37

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.6

              	
                Share
                  Ranking

              


      

       

      Any
        Shares issued to a Holder by the Parent as a result of the exercise of a
        Call
        Option will rank pari passu in all respects with all other Shares. Shares
        issued
        upon the exercise of Call Options will only carry an entitlement to receive
        a
        dividend if they were issued before the record date for that
        dividend.

       

      
        	 	
                6.7

              	
                Official
                  Quotation

              


      

       

      The
        Parent shall (within 3 Business Days of the Holder having exercised any Call
        Options or earlier if required by the ASX Listing Rules) apply for official
        quotation on ASX of the Exercise Shares allotted as a result of the
        exercise.

       

      
        	 	
                6.8

              	
                Variation

              


      

       

      
        	 	
                (a)

              	
                The
                  Parent may vary the terms of Call Options, and change their Holders’
                  rights, to the extent necessary to comply with the ASX Listing
                  Rules
                  applying to reorganisations of capital at the time of the
                  reorganisation.

              


      

       

      
        	 	
                (b)

              	
                The
                  Parent must notify the Agent and each Financier of any variation
                  to the
                  terms of Call Options under clause ‎6.8(a)
                  immediately after the date of the
                  variation.

              


      

       

      
        	 	
                (c)

              	
                Subject
                  to the ASX Listing Rules, the terms of Call Options applicable
                  to a
                  particular Holder may be varied at any time by written agreement
                  between
                  the Parent and the Holder.

              


      

       

      
        	 	
                6.9

              	
                Call
                  Option Certificates

              


      

       

      
        	 	
                (a)

              	
                If
                  any Call Option Certificate is lost, stolen, mutilated, defaced
                  or
                  destroyed, the Holder of the relevant Call Options may apply for
                  a
                  replacement certificate. The application must be accompanied
                  by:

              


      

       

      
        	 	
                (1)

              	
                a
                  written statement that the certificate has been lost or destroyed
                  and not
                  otherwise pledged, sold or otherwise disposed of;
                  

              


      

       

      
        	 	
                (2)

              	
                if
                  the certificate has been lost — a written statement that proper searches
                  have been made; and

              


      

       

      
        	 	
                (3)

              	
                an
                  undertaking that, if the certificate is found or received by the
                  Holder of
                  the relevant Call Options, it will be returned to the
                  Parent.

              


      

       

      
        	 	
                (b)

              	
                The
                  Parent must issue a replacement certificate or certificates within
                  10
                  Business Days after receipt of the documents referred to in clause
                  ‎6.9(a)
                  (with each Call Option Certificate to evidence not more than 500,000
                  Call
                  Options).

              


      

       

      
        	 	
                6.10

              	
                Cleansing
                  Statement

              


      

       

      The
        Parent must comply with all laws and do all acts necessary to enable a Financier
        to transfer its Exercise Shares to any third party immediately after issue.
        Without limitation, the Parent must promptly, and in any case within 5 “business
        days” (as defined in the Corporations Act) issue a notice under section
        708A(5)(e) of the Corporations Act which complies with section 708A(6) of
        the
        Corporations Act in respect of any Exercise Shares.

       

      
        
          
          

        

        
          Page
            38

          
            

          

        

        
          
          

        

      

       

      
        	 	
                7

              	
                Payments

              


      

       

      
        	 	
                7.1

              	
                Manner
                  of payment

              


      

       

      All
        payments by a Transaction Party under the Transaction Documents must be
        made:

       

      
        	 	
                (a)

              	
                in
                  Same Day Funds;

              


      

       

      
        	 	
                (b)

              	
                in
                  US Dollars;

              


      

       

      
        	 	
                (c)

              	
                no
                  later than 11.00am on the due date,

              


      

       

      to
        the
        Agent’s account as specified by the Agent to the Borrower or in any other manner
        the Agent directs from time to time.

       

      
        	 	
                7.2

              	
                Payments
                  on a Business Day

              


      

       

      If
        a
        payment is due on a day which is not a Business Day, the due date for that
        payment is the next Business Day in the same calendar month or, if none,
        the
        preceding Business Day, and interest must be adjusted accordingly.

       

      
        	 	
                7.3

              	
                Payments
                  in gross

              


      

       

      All
        payments which a Transaction Party is required to make under any Transaction
        Document must be without 

       

      
        	 	
                (a)

              	
                any
                  set-off, counterclaim or condition;
                  or

              


      

       

      
        	 	
                (b)

              	
                any
                  deduction or withholding for any reason unless the Transaction
                  Party is
                  required to make a deduction or withholding by applicable law.
                  

              


      

       

      
        	 	
                7.4

              	
                Taxes

              


      

       

      
        	 	
                (a)

              	
                Taxes
                  not deducted from payments to Finance
                  Parties

              


      

       

      
        	 	
                (1)

              	
                All
                  payments made by any Transaction Party under their agreement or
                  any other
                  Transaction Document will be made free and clear of and without
                  deduction
                  for any and all present or future Taxes, levies, imposts, deductions,
                  charges or withholdings, and all similar liabilities, excluding,
                  in the
                  case of a Financiers, Taxes imposed on its income, and franchise
                  or
                  similar taxes imposed on it, by any jurisdiction (or political
                  subdivision
                  thereof) of which it is a citizen or resident, in which it is organised,
                  or in which it is presently doing business to the extent Taxes
                  are imposed solely as a result of their doing business in that
                  jurisdiction. 

              


      

       

      
        	 	
                (2)

              	
                If
                  a Transaction Party is required by law to deduct any Taxes from
                  any sum
                  payable to any Finance Party under any Transaction Document (excluding,
                  in
                  the case of a Financiers, Taxes imposed on its income, and franchise
                  or
                  similar taxes imposed on it, by any jurisdiction (or political
                  subdivision
                  thereof) of which it is a citizen or resident, in which it is organised,
                  or in which it is presently doing business to the extent Taxes
                  are imposed solely as a result of their doing business in that
                  jurisdiction):

              


      

       

      
        
          
          

        

        
          Page
            39

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (A)

              	
                the
                  sum payable will be increased by an amount so that, after making
                  all
                  required deductions (including deductions applicable to additional
                  sums
                  payable under this clause ‎7.4(a)(2)(A))
                  the Finance Party will receive an amount equal to the sum it would
                  have
                  received had no deductions been
                  made;

              


      

       

      
        	 	
                (B)

              	
                the
                  Transaction Party must deduct from the sum payable to the Finance
                  Party an
                  amount sufficient to pay the Taxes and pay the balance to the Finance
                  Party, and 

              


      

       

      
        	 	
                (C)

              	
                the
                  Transaction Party must promptly pay the full amount deducted to
                  the
                  relevant Taxing
                  Authority or other Government Agency in accordance with applicable
                  law.

              


      

       

      
        	 	
                (b)

              	
                Other
                  Taxes

              


      

       

      
        	 	
                (1)

              	
                In
                  addition, and to the fullest extent permitted by applicable law,
                  the
                  Borrower agrees to pay any Tax which is payable in respect of a
                  Transaction Document, including in respect of the execution, delivery,
                  registration, performance, release, discharge, amendment or enforcement
                  of
                  or otherwise with respect to a Transaction Document and including
                  present
                  or future stamp, documentary, mortgage registration or similar
                  taxes or
                  any other excise or property taxes, charges or similar levies
                  (collectively, the Other
                  Taxes).

              


      

       

      
        	 	
                (2)

              	
                The
                  Borrower must pay any fine, penalty or other cost in respect of
                  a failure
                  to pay any Tax described in clause 7.4(b)(1) except to the extent
                  that the fine, penalty or other cost is caused by the Agent’s failure to
                  lodge money received from the Borrower within 5 Business Days before
                  the due date for lodgement.

              


      

       

      
        	 	
                (3)

              	
                The
                  Borrower indemnifies each Finance Party against any amount payable
                  under
                  this clause 7.4(b).

              


      

       

      
        	 	
                (c)

              	
                INDEMNIFICATION

              


      

       

      TO
        THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND PROVIDED THAT THERE IS NO
        DEFAULT OF THE RELEVANT FINANCIER’S REPRESENTATIONS CONTAINED IN THIS AGREEMENT,
        THE BORROWER WILL INDEMNIFY EACH FINANCIER AND EACH OTHER FINANCE PARTY FOR
        THE
        FULL AMOUNT OF TAXES AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY
        TAXES
        OR OTHER TAXES IMPOSED BY ANY GOVERNMENT AGENCY ON AMOUNTS PAYABLE UNDER
        THIS
        CLAUSE ‎7.4(c)
        AND PAID
        BY THE FINANCIER OR FINANCE PARTY) PAID BY THE FINANCIER OR FINANCE PARTY
        (ON
        BEHALF OF THE BORROWER), AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST
        AND
        REASONABLE EXPENSES) ARISING FROM OR WITH RESPECT TO THOSE AMOUNTS, WHETHER
        OR
        NOT THE TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED. ANY PAYMENT
        PURSUANT TO THE INDEMNIFICATION DESCRIBED IN THIS CLAUSE ‎7.4(c)
        WILL BE
        MADE BY THE BORROWER WITHIN 30 DAYS AFTER THE DATE THE FINANCIER OR FINANCE
        PARTY MAKES WRITTEN DEMAND FOR THOSE PAYMENTS. SUCH FINANCIER’S OR FINANCE
        PARTY’S DEMAND WILL STATE WITH SPECIFICITY THE BASIS FOR THE TAX, IDENTIFY THE
        TAXING AUTHORITY ASSERTING THE TAX AND CERTIFY THAT FINANCIER OR FINANCE
        PARTY
        HAS PAID THE TAX.

       

      
        
          
          

        

        
          Page
            40

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                Certification
                  of Tax status By Financiers 

              


      

       

      Each
        Financier agrees that it will, not more than 10 Business Days after the date
        of
        this agreement (or, in the case of a Substitute Financier, within 10 Business
        Days of becoming a Financier):

       

      
        	 	
                (1)

              	
                deliver
                  to the Borrower a duly completed copy of United States Internal
                  Revenue
                  Service Form W-8BEN or W-8ECI, certifying in either case that it
                  is
                  entitled to receive payments under this agreement without deduction
                  or
                  withholding of any United States federal income taxes, and
                  

              


      

       

      
        	 	
                (2)

              	
                deliver
                  to the Borrower a United States Internal Revenue Service Form W-8
                  or W-9,
                  as the case may be, and certify that it is entitled to an exemption
                  from
                  United States backup withholding
                  tax.

              


      

       

      Each
        Financier further agrees to deliver to the Borrower renewals or additional
        copies of such form (or any successor form) on or before the date that such
        form
        expires or becomes obsolete, and after the occurrence of any event requiring
        a
        change in the most recent forms so delivered by it, such additional forms
        or
        amendments thereto as may be reasonably requested by the Borrower. All forms
        or
        amendments described in the preceding sentence shall certify that the relevant
        Financier is entitled to receive payments under this agreement without deduction
        or withholding of any United States federal income taxes, unless
        an event
        (including without limitation any change in treaty, law or regulation) has
        occurred prior to the date on which any such delivery would otherwise be
        required which renders all such forms inapplicable or which would prevent
        such
        Financier from duly completing and delivering any such form or amendment
        with
        respect to it and such Financier advise the Borrower that they are not capable
        of receiving payments without any deduction or withholding of United States
        federal income tax.

       

      
        	 	
                (e)

              	
                Certain
                  events Not Entitled to Indemnification 

              


      

       

      For
        any
        period during which a Financier has failed to provide the Borrower with an
        appropriate form pursuant to clause ‎7.4(d)
        above (unless such failure is due to a change in treaty, law or regulation,
        or
        any change in the interpretation or administration thereof by any Government
        Agency, occurring subsequent to the date on which a form originally was required
        to be provided) that Financiers shall not be entitled to indemnification
        under
        this clause ‎7.4
        with
        respect to Taxes imposed by the United States; provided that, if a Financier
        become subject to Taxes because of its failure to deliver a form required
        under
        clause ‎7.4(d)
        above, the Borrower shall take such steps as that Financier shall reasonably
        request to assist the Financier to recover such Taxes.

       

      
        
          
          

        

        
          Page
            41

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (f)

              	
                Documentation
                  of exemptions

              


      

       

      To
        the
        extent a Financiers is entitled to an exemption from or reduction of withholding
        tax with respect to payments under this agreement or any other Transaction
        Document pursuant to the law of any relevant jurisdiction or any treaty,
        that
        Financier shall deliver to the Borrower, at the time or times prescribed
        by
        applicable law, such properly completed and executed documentation prescribed
        by
        applicable law as will permit such payments to be made without withholding
        or at
        a reduced rate.

       

      
        	 	
                (g)

              	
                INDEMNIFICATION
                  BY FINANCIERS FOR CERTAIN TAX CLAIMS 

              


      

       

      IF
        THE
        U.S. INTERNAL REVENUE SERVICE OR ANY OTHER GOVERNMENT AGENCY ASSERTS A CLAIM
        THAT THE BORROWER DID NOT PROPERLY WITHHOLD TAX FROM AMOUNTS PAID TO OR FOR
        THE
        ACCOUNT OF A FINANCIER (BECAUSE THE APPROPRIATE FORM WAS NOT DELIVERED OR
        PROPERLY COMPLETED, BECAUSE A FINANCIER FAILED TO NOTIFY THE BORROWER OF
        A
        CHANGE IN CIRCUMSTANCES WHICH RENDERED ITS EXEMPTION FROM WITHHOLDING
        INEFFECTIVE, OR FOR ANY OTHER REASON), THE RELEVANT FINANCIER SHALL INDEMNIFY
        THAT BORROWER FULLY FOR ALL AMOUNTS PAID, DIRECTLY OR INDIRECTLY, BY THE
        BORROWER AS TAX, WITHHOLDING THEREFORE, OR OTHERWISE, INCLUDING PENALTIES
        AND
        INTEREST, AND INCLUDING TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE
        TO
        THE BORROWER UNDER THIS CLAUSE, TOGETHER WITH ALL COSTS AND EXPENSES RELATED
        THERETO (INCLUDING ATTORNEYS’ FEES). THE OBLIGATIONS OF FINANCIERS UNDER THIS
        CLAUSE ‎7.4(g)
        SHALL
        SURVIVE THE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS
        AGREEMENT.

       

      
        	 	
                7.5

              	
                Amounts
                  payable on demand

              


      

       

      If
        any
        amount payable by a Transaction Party under any Transaction Document is not
        expressed to be payable on a specified date, that amount is payable by the
        Transaction Party on demand by the Agent.

       

      
        	 	
                7.6

              	
                Appropriation
                  of payments

              


      

       

      
        	 	
                (a)

              	
                Except
                  where clause ‎7.6(b)
                  applies, all payments made by a Transaction Party under a Transaction
                  Document may be appropriated as between principal, interest and
                  other
                  amounts as the Agent determines or, failing any determination,
                  in the
                  following order:

              


      

       

      
        	 	
                (1)

              	
                first,
                  towards reimbursement of all fees, costs, expenses, charges, damages
                  and
                  indemnity payments due and payable by the Transaction Parties under
                  the
                  Transaction Documents;

              


      

       

      
        	 	
                (2)

              	
                second,
                  towards payment of interest due and payable under the Transaction
                  Documents; and

              


      

       

      
        
          
          

        

        
          Page
            42

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (3)

              	
                third,
                  towards repayment or prepayment of the Principal
                  Outstanding.

              


      

       

      
        	 	
                (b)

              	
                Any
                  money recovered by a Finance Party as a result of the exercise
                  of a Power
                  under a Security must be appropriated in the manner provided in
                  that
                  Security or in the Security Trust
                  Deed.

              


      

       

      
        	 	
                (c)

              	
                Any
                  appropriation under clauses ‎7.6(a)
                  or ‎(b)
                  overrides any appropriation made by a Transaction
                  Party.

              


      

       

      
        	 	
                7.7

              	
                Distribution
                  by Agent

              


      

       

      
        	 	
                (a)

              	
                A
                  payment received by the Agent under any Transaction Document is
                  received
                  by the Agent on account of the Financiers
                  unless:

              


      

       

      
        	 	
                (1)

              	
                the
                  payment is made to the Agent for its own account;
                  or

              


      

       

      
        	 	
                (2)

              	
                a
                  provision in any Transaction Document expressly provides
                  otherwise.

              


      

       

      
        	 	
                (b)

              	
                The
                  Agent must promptly distribute amounts received on account of the
                  Financiers:

              


      

       

      
        	 	
                (1)

              	
                in
                  their respective Pro Rata Shares for the Tranche of the Convertible
                  Loan
                  Facility (where received in respect of a particular Tranche of
                  the
                  Convertible Loan Facility); or

              


      

       

      
        	 	
                (2)

              	
                otherwise,
                  in their respective Pro Rata
                  Shares,

              


      

       

      and,
        subject to clause ‎7.11
        in
        the same type of funds as received by the Agent.

       

      
        	 	
                7.8

              	
                Non-receipt
                  of funds by Agent 

              


      

       

      
        	 	
                (a)

              	
                If:

              


      

       

      
        	 	
                (1)

              	
                the
                  Agent elects to make a payment (Agent
                  Payment)
                  to any party (Payee)
                  that is to be made out of a payment (Payer
                  Payment)
                  due to the Agent by another party (Payer)
                  before the Agent has received the Payer’s Payment;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  Payer does not in fact make the Payer’s Payment to the Agent on the due
                  date,

              


      

       

      the
        Payee
        must repay the Agent Payment to the Agent on demand.

       

      
        	 	
                (b)

              	
                The
                  Payer indemnifies the Agent and the Payee against any Loss suffered
                  or
                  incurred by the Agent or the Payee as a result of any failure by
                  the Payer
                  to make the Payer Payment when due.

              


      

       

      
        	 	
                7.9

              	
                Redistribution
                  of payments

              


      

       

      
        	 	
                (a)

              	
                If
                  a Financier receives or recovers an amount from a Transaction Party
                  under
                  any Transaction Document other than in accordance with
                  clause ‎7.7:

              


      

       

      
        	 	
                (1)

              	
                the
                  Financier must advise the Agent that it has received or recovered
                  the
                  amount within 3 Business Days after the receipt or
                  recovery;

              


      

       

      
        
          
          

        

        
          Page
            43

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                the
                  Financier must within 3 Business Days after demand by the Agent pay
                  to the Agent the amount determined by the Agent to be equal to
                  the amount
                  (excess
                  amount)
                  by which the amount received or recovered exceeds the amount the
                  Financier
                  would have received if the amount had been paid to the Agent and
                  distributed in accordance with clause ‎7.7;

              


      

       

      
        	 	
                (3)

              	
                the
                  Agent must treat the payment of the excess amount as if it were
                  a payment
                  by the Transaction Party to the Agent on account of all the Financiers
                  and
                  promptly distribute the excess amount to the Financiers in accordance
                  with
                  clause ‎7.7;
                  and

              


      

       

      
        	 	
                (4)

              	
                as
                  between each Transaction Party and the Finance Parties, the excess
                  amount
                  is to be treated as not having been paid to the Financier, but
                  as having
                  been paid to all the Financiers in accordance with their respective
                  entitlements.

              


      

       

      
        	 	
                (b)

              	
                If
                  an amount to which clause ‎7.9(a)
                  applies is subsequently required to be repaid by the Financier
                  who
                  originally received or recovered it to a Transaction Party, each
                  Finance
                  Party which has received any part of it must repay that part to
                  the
                  Financier who originally received or recovered it, and the adjustments
                  under clause ‎7.9(a)(4)
                  will be reversed.

              


      

       

      
        	 	
                7.10

              	
                Rounding

              


      

       

      The
        Agent
        may round amounts to the nearest unit of Relevant Currency in making any
        allocation or appropriation under any Transaction Document.

       

      
        	 	
                7.11

              	
                Currency
                  exchanges

              


      

       

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

       

      
        	 	
                (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.

              


      

       

      
        	 	
                7.12

              	
                Secured
                  Hedging Agreement

              


      

       

      A
        reference in this clause ‎7
        to a
“Transaction Document” does not include a Secured Hedging
        Agreement.

       

      
        	 	
                8

              	
                Representations
                  and warranties

              


      

       

      
        	 	
                8.1

              	
                Representations
                  and warranties

              


      

       

      Each
        Transaction Party represents and warrants to and for the benefit of each
        Finance
        Party as follows. While Kestrel is not a Transaction Party, if and to the
        extent
        a representation or warranty explicitly refers to Kestrel or Kestrel’s
        Properties (or the Properties as a whole), that representation and warranty
        is
        given only by the Parent in relation to Kestrel or the Kestrel Properties(and
        not by the Borrower):

       

      
        
          
          

        

        
          Page
            44

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                registration:
                  it is a corporation registered (or taken to be registered) and
                  validly
                  existing under the laws of the place of its
                  incorporation;

              


      

       

      
        	 	
                (b)

              	
                corporate
                  power:
                  it has the corporate power to own its assets and to carry on its
                  business
                  as it is now being conducted;

              


      

       

      
        	 	
                (c)

              	
                authority:
                  subject to obtaining the approvals referred to in clause ‎2.1(d),
                  it has power and authority to enter into and perform its obligations
                  under
                  the Relevant Documents to which it is expressed to be a
                  party;

              


      

       

      
        	 	
                (d)

              	
                authorisations:
                  subject to obtaining the approvals referred to in clause ‎2.1(d),
                  it has taken all necessary action to authorise the execution, delivery
                  and
                  performance of the Relevant Documents to which it is expressed
                  to be a
                  party;

              


      

       

      
        	 	
                (e)

              	
                binding
                  obligations:
                  subject to the general principles of law and equity set out in
                  the legal
                  opinions referred to in clause ‎2.1(o)(1)
                  and ‎(3),
                  the Relevant Documents to which it is expressed to be a party constitute
                  its legal, valid and binding obligations and, subject to any necessary
                  stamping and registration, are enforceable in accordance with their
                  terms
                  subject to laws generally affecting creditors’ rights and to principles of
                  equity;

              


      

       

      
        	 	
                (f)

              	
                transaction
                  permitted:
                  the execution, delivery and performance by it of the Relevant Documents
                  to
                  which it is expressed to be a party will not breach, or result
                  in a
                  contravention of:

              


      

       

      
        	 	
                (1)

              	
                any
                  law, regulation or Authorisation;

              


      

       

      
        	 	
                (2)

              	
                its
                  constitution or other constituent documents;
                  or

              


      

       

      
        	 	
                (3)

              	
                any
                  Encumbrance or agreement which is binding
                  it,

              


      

       

      and
        will
        not result in:

       

      
        	 	
                (4)

              	
                the
                  creation or imposition of any Encumbrance on any of its assets
                  other than
                  as permitted under a Transaction Document;
                  or

              


      

       

      
        	 	
                (5)

              	
                the
                  acceleration of the date for payment of any obligation under any
                  agreement
                  which is binding on it;

              


      

       

      
        	 	
                (g)

              	
                financial
                  information:
                  its most recent Financial Reports or accounts which it has provided
                  to the
                  Agent under clause ‎2.1(f)
                  or clause ‎9.1:

              


      

       

      
        	 	
                (1)

              	
                give
                  a true and fair view of the financial condition and state of affairs
                  of
                  the Group
                  as at the date they were prepared; 

              


      

       

      
        	 	
                (2)

              	
                were
                  prepared in accordance with the Accounting Standards;
                  and

              


      

       

      
        	 	
                (3)

              	
                disclose
                  all Financial Indebtedness and contingent liabilities of the
                  Group;

              


      

       

      
        	 	
                (h)

              	
                no
                  change in affairs:
                  there has been no change in its or any of its Subsidiaries’ state of
                  affairs since the end of the accounting period for its most recent
                  Financial Reports or accounts, referred to in clause ‎8.1(g)
                  which has had or could have a Material Adverse
                  Effect;

              


      

       

      
        	 	
                (i)

              	
                representations
                  true:
                  each of its representations and warranties contained in the Transaction
                  Documents is correct and not misleading when made or repeated by
                  it;

              


      

       

      
        	 	
                (j)

              	
                disclosure:
                  

              


      

       

      
        
          
          

        

        
          Page
            45

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (1)

              	
                all
                  information provided to any Finance Party by or on its behalf in
                  relation
                  to it, its assets, business or affairs or the Relevant Documents,
                  the
                  Acquisition, the Kestrel Properties or the Stanley Assets was correct
                  and
                  not misleading (by omission or otherwise) as at the time it was
                  provided;

              


      

       

      
        	 	
                (2)

              	
                neither
                  that information nor its conduct or the conduct of anyone on its
                  behalf in
                  relation to the transactions contemplated by the Relevant Documents
                  was,
                  or is, misleading, by omission or
                  otherwise;

              


      

       

      
        	 	
                (3)

              	
                all
                  forecasts and projections provided to any Finance Party are based
                  on
                  reasonable grounds as at the date of this agreement or, if provided
                  later,
                  at the time provided, using historical information, and have been
                  made in
                  good faith;

              


      

       

      
        	 	
                (k)

              	
                no
                  failure to disclose:
                  

              


      

       

      
        	 	
                (1)

              	
                it
                  has not withheld from any Finance Party any information material
                  to the
                  decision of a Finance Party to enter into the Transaction Documents
                  to
                  which the Finance Party is a party;

              


      

       

      
        	 	
                (2)

              	
                each
                  document or agreement which has the effect of materially varying
                  a
                  Relevant Document has been disclosed to the Agent in
                  writing;

              


      

       

      
        	 	
                (3)

              	
                all
                  copies of documents (including its latest audited Financial Reports
                  and
                  all Authorisations) given by or on its behalf to any Finance Party
                  are
                  true and complete copies and the agreements included within such
                  documents
                  are in full force and effect (except to the extent specifically
                  disclosed
                  at the time the relevant documents are
                  provided);

              


      

       

      
        	 	
                (l)

              	
                legal
                  and beneficial owner:
                  

              


      

       

      
        	 	
                (1)

              	
                it
                  is the legal
                  and beneficial owner of its Secured Property;
                  and

              


      

       

      
        	 	
                (2)

              	
                each
                  of the Borrower and Kestrel has or, in the case of the Borrower
                  only upon
                  the consummation of the transaction contemplated by the PSA will
                  have,
                  Defensible Title to its Properties, including each Lease related
                  to its
                  Properties;

              


      

       

      
        	 	
                (m)

              	
                no
                  Encumbrances or other interests:

              


      

       

      
        	 	
                (1)

              	
                there
                  is or, in the case of the Borrower with respect to the PSA Properties
                  only, there is, to its Knowledge After Due Inquiry, no Encumbrance
                  over
                  any of its Secured Property or the Properties other than a Permitted
                  Encumbrance; 

              


      

       

      
        	 	
                (2)

              	
                no
                  Person holds or, in the case of the Borrower with respect to the
                  PSA
                  Properties only, no Person holds, to its Knowledge After Due Enquiry,
                  an
                  interest in its Secured Property or the Properties other than under
                  a
                  Permitted Encumbrance;

              


      

       

      
        	 	
                (3)

              	
                there
                  are or, in the case of the Borrower with respect to the PSA Properties
                  only, there are, to its Knowledge
                  After Due Inquiry, no other Liens or inchoate Liens which, with
                  notice,
                  the passage of time or both could be validly asserted and attached
                  to the
                  Properties related to the provision of goods or services to it
                  for which
                  payment is outstanding more than 60
                  days;

              


      

       

      
        
          
          

        

        
          Page
            46

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (n)

              	
                not
                  a trustee:
                  it does not enter into any Relevant Document as trustee of any
                  trust or
                  settlement;

              


      

       

      
        	 	
                (o)

              	
                commercial
                  benefit:
                  the entering into and performance by it of its obligations under
                  the
                  Relevant Documents to which it is expressed to be a party is for
                  its
                  commercial benefit and is in its commercial
                  interests;

              


      

       

      
        	 	
                (p)

              	
                Group
                  Structure:

              


      

       

      
        	 	
                (1)

              	
                its
                  only Subsidiaries are listed in the Group Structure Diagram;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  Group Structure Diagram is true and correct in all respects and
                  does not
                  omit any material information or details;


              


      

       

      
        	 	
                (q)

              	
                Call
                  Options:
                  in the case of the Parent only, 

              


      

       

      
        	 	
                (1)

              	
                subject
                  to obtaining the approvals referred to in clause ‎2.1(d),
                  it has complied with the ASX Listing Rules, its constitution and
                  the
                  Corporations Act in relation to each issue of the Call Options
                  (including,
                  ASX Listing Rule 7.1); and

              


      

       

      
        	 	
                (2)

              	
                the Exercise
                  Shares, if and when issued and delivered on exercise of a Call
                  Option
                  will:

              


      

       

      
        	 	
                (A)

              	
                be
                  duly and validly issued, fully
                  paid;

              


      

       

      
        	 	
                (B)

              	
                rank
                  pari passu with and, carry the same rights in all aspects as, the
                  other
                  Shares then on issue;

              


      

       

      
        	 	
                (C)

              	
                be
                  freely transferable, free and clear of all Liens, encumbrances,
                  security
                  interests or claims of third parties and will not be subject to
                  calls for
                  further payment; and

              


      

       

      
        	 	
                (D)

              	
                be
                  immediately available for sale or transfer in Australia free of
                  any
                  restriction under section 707(3) of the Corporations Act;
                  

              


      

       

      
        	 	
                (r)

              	
                Environmental
                  Liabilities: there
                  are or, in the case of the Borrower with respect to the PSA Properties
                  only, there are, to its Knowledge
                  After Due Inquiry. no Environmental Liabilities affecting its Secured
                  Property or the Properties which have had or could have a Material
                  Adverse
                  Effect;

              


      

       

      
        	 	
                (s)

              	
                no
                  default or breach:

              


      

       

      
        	 	
                (1)

              	
                neither
                  it nor Kestrel is in breach under any Material Document where such
                  breach
                  has had, or is reasonably likely to have, a Material Adverse
                  Effect;

              


      

       

      
        	 	
                (2)

              	
                nothing
                  has occurred which is, or, with the giving of notice, lapse of
                  time,
                  satisfaction of some other condition, or any combination of the
                  above,
                  constitutes an event which causes or
                  enables:

              


      

       

      
        	 	
                (A)

              	
                the
                  acceleration of any payment to be made under any Material Document
                  binding
                  on it; or

              


      

       

      
        	 	
                (B)

              	
                the
                  enforcement, termination or rescission of any agreement (including
                  a
                  Material Document) binding on it or Kestrel in circumstances which
                  have
                  had or could have a Material Adverse
                  Effect;

              


      

       

      
        
          
          

        

        
          Page
            47

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (3)

              	
                no
                  Default subsists;

              


      

       

      
        	 	
                (t)

              	
                no
                  litigation, governmental proceedings:
                  

              


      

       

      
        	 	
                (1)

              	
                no
                  litigation, arbitration, Tax claim, dispute or administrative or
                  other
                  proceeding has been commenced, or to its knowledge is pending or
                  threatened, and no judgment or award has been given, made or is
                  pending
                  which:

              


      

       

      
        	 	
                (A)

              	
                in
                  whole or in part invalidates its or Kestrel’s power or authority to enter
                  into or perform its obligations under any Relevant Document;
                  or

              


      

       

      
        	 	
                (B)

              	
                has
                  had, or could have, a Material Adverse
                  Effect;

              


      

       

      
        	 	
                (2)

              	
                except
                  as set forth in schedule 11, no claim, action, suit or other proceeding
                  is
                  pending or, to its Knowledge, has been threatened against it or
                  Kestrel or
                  its or Kestrel’s predecessor in interest to the Properties with respect to
                  the Properties or the transactions contemplated by this agreement,
                  at law,
                  in equity or otherwise, before or involving any Government Agency,
                  or
                  before any arbitrator or panel of arbitrators, and it has not accepted
                  liability for any such action or proceeding. There is no proceeding
                  pending before any Government Agency and no investigation has been
                  commenced before any Government Agency the effect of which, if
                  adversely
                  decided, could reasonably be expected to have a Material Adverse
                  Effect;

              


      

       

      
        	 	
                (u)

              	
                Authorisations,
                  operating permits and licenses:
                  

              


      

       

      
        	 	
                (1)

              	
                all
                  Authorisations required in connection
                  with:

              


      

       

      
        	 	
                (A)

              	
                the
                  execution, delivery and performance by it, and the validity and
                  the
                  enforceability against it of each Relevant Document to which it
                  is
                  expressed to be a party and the transactions contemplated by those
                  Relevant Document; and

              


      

       

      
        	 	
                (B)

              	
                its
                  business as now conducted or contemplated (including under Environmental
                  Law),

              


      

       

      have
        been
        obtained or effected and are in full force and effect, and there has been
        no
        default by it in the performance of any of the terms and conditions of any
        of
        those Authorisations;

       

      
        	 	
                (2)

              	
                except
                  as set out in schedule 22, each of the Borrower and Kestrel has
                  fulfilled
                  or, in the case of the Borrower with respect to the PSA Properties
                  only,
                  has fulfilled to its Knowledge After Due Inquiry, all requirements
                  for
                  obtaining and has obtained and maintained all material licenses,
                  permits,
                  operating authorities and other authorisations necessary for the
                  conduct
                  of its business or for it and each Operator to operate or maintain
                  each of
                  its Properties, and each of the Borrower and Kestrel and each Operator
                  is
                  and will be fully qualified to operate and maintain such Properties
                  and to
                  exercise rights under all leases, contracts or other documents
                  governing
                  the operation or maintenance of its Properties. There are, or in
                  the case
                  of the Borrower with respect to the PSA Properties only, there
                  are, to its
                  Knowledge After Due Inquiry no, pending fees, assessments or penalties
                  relating to the permits, licenses and operating authorities. The
                  continuation, validity and effectiveness of each license, permit
                  and other
                  authorisation are not and will not be, or in the case of the Borrower
                  with
                  respect to the PSA Properties only, are not and will not be, to
                  its
                  Knowledge After Due Inquiry,, adversely affected by the transactions
                  contemplated by this agreement or any other Transaction Document.
                  Neither
                  the Borrower or Kestrel is in breach of, or in default under the
                  terms of,
                  and has not engaged in any activity which would cause revocation
                  or
                  suspension of, any such licenses, permits or authorisations and
                  no action
                  or proceeding looking to or contemplating the revocation or suspension
                  of
                  any of them is pending or, to its Knowledge, threatened against
                  the
                  Borrower, Kestrel or any Operator. Neither the Borrower nor Kestrel
                  is in
                  violation in any material respect of any Governmental Requirements
                  relating to any of its Properties or otherwise applicable to it.
                  No
                  suspension of production on the Properties is in
                  effect;

              


      

       

      
        
          
          

        

        
          Page
            48

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (v)

              	
                no
                  immunity:
                  it does not, nor do its assets, enjoy immunity from any suit or
                  execution;

              


      

       

      
        	 	
                (w)

              	
                Taxes:
                  it has filed all tax returns (foreign, federal, state and local)
                  required
                  to be filed and has either paid all Taxes
                  due (including interest and penalties) or is contesting such Taxes
                  in good faith in appropriate proceedings and have adequate reserves
                  for
                  such contested taxes. No assessments have been made against it
                  by any
                  Taxing Authority nor has any penalty or deficiency been assessed
                  by any
                  Taxing Authority. To its Knowledge, no federal or other income
                  tax return
                  of it is presently being examined by the Internal Revenue Service
                  or any
                  foreign, state or local Government Agency nor are the results of
                  any prior
                  examination by the Internal Revenue Service or any state or local
                  Government Agency being contested by it. No Tax Lien has been filed
                  against it and, to its Knowledge, no claim is being asserted with
                  respect
                  to any such Tax or other such governmental charge against
                  it;

              


      

       

      
        	 	
                (x)

              	
                Security:
                  

              


      

       

      
        	 	
                (1)

              	
                subject
                  to any Permitted Encumbrance and subject to the general principles
                  of law
                  and equity set out in the legal opinions referred to in clause
                  ‎2.1(o)(1)
                  and ‎(3),
                  each Transaction Document which is an Encumbrance has the priority
                  it is
                  intended to have under its terms;

              


      

       

      
        	 	
                (2)

              	
                the
                  right, title and assets and undertakings over which the Security
                  or the
                  Samson Security purports to create an Encumbrance are capable of
                  being
                  Encumbered by and constitute Secured Property under that Security
                  (in the
                  case of a Security) or are capable of being Encumbered by and constitute
                  Samson Secured Property under that Samson Security (as
                  applicable);

              


      

       

      
        
          
          

        

        
          Page
            49

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (y)

              	
                securities
                  fully paid: all
                  Equity Interests constituting part of the Secured Property under
                  any
                  Security given by it or any of its Subsidiaries are fully
                  paid;

              


      

       

      
        	 	
                (z)

              	
                no
                  further Equity Interests: the
                  equity capital of any corporation Equity Interests of which are
                  included
                  in the Secured Property under any Security is as stated to the
                  Agent
                  before the Security was given and there is no agreement, arrangement
                  or
                  understanding under which further shares, or Equity Interests with
                  rights
                  of conversion to shares, in that corporation may be issued to any
                  Person;

              


      

       

      
        	 	
                (aa)

              	
                winding
                  up etc:
                  as at the date of this agreement no action has been
                  taken:

              


      

       

      
        	 	
                (1)

              	
                for
                  its winding up, dissolution, de-registration or reorganisation;
                  or

              


      

       

      
        	 	
                (2)

              	
                for
                  the appointment to or over it, or any of its assets, of any liquidator,
                  provisional liquidator, official manager, administrator, receiver,
                  receiver and manager, trustee, other controller or similar official;
                  

              


      

       

      
        	 	
                (bb)

              	
                Acquisition
                  Agreements:

              


      

       

      
        	 	
                (1)

              	
                to
                  its Knowledge after Due Inquiry, each of the parties to the Acquisition
                  Agreements has complied with its obligations under them to
                  date;

              


      

       

      
        	 	
                (2)

              	
                it
                  is not aware of any breach by any party to an Acquisition
                  Agreement;

              


      

       

      
        	 	
                (cc)

              	
                solvency:
                  it is solvent and will not become insolvent on entering into or
                  performing
                  its or their respective obligations under the Relevant Documents
                  to which
                  it is a party;

              


      

       

      
        	 	
                (dd)

              	
                commissions;
                  expenses:
                  except for the commissions for which the Borrower is solely responsible,
                  no broker’s or finder’s fees or commissions have been paid or will be
                  payable by it or any of its affiliates to any Person in connection
                  with
                  the transactions contemplated by this agreement other than those
                  payable
                  to advisors, stockbrokers and financiers associated with raising
                  equity
                  capital associated with the Acquisition. THE BORROWER
                  WILL INDEMNIFY THE AGENT, THE FINANCE PARTIES AND ANY FINANCIER
                  FROM AND
                  AGAINST, AND HOLD EACH OF THOSE PARTIES HARMLESS ON DEMAND FROM,
                  ALL
                  LIABILITIES, COSTS, DAMAGES AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND
                  DISBURSEMENTS RELATING TO ANY THIRD PARTIES CONCERNING FINDER’S,
                  BROKERAGE, FINANCING OR SIMILAR FEES ARISING IN CONNECTION WITH
                  THE
                  TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT;

              


      

       

      
        	 	
                (ee)

              	
                maintenance
                  of properties:
                  except for such acts or failures to act as could not be reasonably
                  expected to have a Material Adverse Effect, the Properties (together
                  with
                  any other properties unitized with any of the Properties) have
                  been
                  maintained, operated and developed in a good and workmanlike manner
                  and in
                  conformity with all Governmental Requirements and in conformity
                  with the
                  provisions of all leases, subleases or other contracts comprising
                  a part
                  of the Properties and other contracts and agreements forming a
                  part of the
                  Properties. Except to the extent it could not reasonably be expected
                  to
                  have a Material Adverse Effect, to the extent
                  applicable:

              


      

       

      
        
          
          

        

        
          Page
            50

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (1)

              	
                none
                  of the Properties is subject to having allowable production reduced
                  below
                  the full and regular allowable (including the maximum permissible
                  tolerance) because of any overproduction (whether or not the same
                  was
                  permissible at the time); 

              


      

       

      
        	 	
                (2)

              	
                none
                  of the Wells comprising a part of the Properties (or properties
                  unitized
                  with any of the Properties) deviates from the vertical more than
                  the
                  maximum permitted by Governmental Requirements, and such Wells
                  are, in
                  fact, bottomed under and are producing from, and the well bores
                  are wholly
                  within, the Properties (or in the case of Wells located on properties
                  unitized with any of the Properties, such unitized properties);
                  and
                  

              


      

       

      
        	 	
                (3)

              	
                each
                  of the Borrower and Kestrel and to its Knowledge, any other Operator
                  are
                  not in violation of, or in default under, any material agreement
                  affecting
                  any Lease or any other contract or agreement to which either it
                  and/or any
                  other Operator is a party or is bound or its property is
                  bound;

              


      

       

      
        	 	
                (ff)

              	
                USA
                  PATRIOT Act representation:
                  neither it nor any of its Affiliates is a country, individual or
                  entity
                  named on the Specifically Designated National and Blocked Persons
                  list
                  issued by the Office of Foreign Asset Control of the Department
                  of the
                  Treasury of the United States of
                  America;

              


      

       

      
        	 	
                (gg)

              	
                unpaid
                  bills:
                  except as set out in schedule 12 and Permitted Encumbrances, neither
                  it
                  nor Kestrel has any past due bills for improvements to any of the
                  Secured
                  Property or the Properties that could give rise to mechanics’,
                  materialmen’s or other similar Liens arising by operation of applicable
                  law;

              


      

       

      
        	 	
                (hh)

              	
                taxpayer
                  identification: in
                  the case of the Borrower only, its federal taxpayer identification
                  is set
                  out in schedule 13;

              


      

       

      
        	 	
                (ii)

              	
                other
                  agreements:
                  in except as set out in schedule 14, there is no agreement in force
                  and
                  effect (including, without limitation, letters of intent), whether
                  written
                  or oral, between the Borrower, Kestrel or any of its Affiliates
                  and any
                  other Person regarding the acquisition or financing of any of the
                  Properties or the purchase and sale of production from or allocable
                  to the
                  Properties other than pursuant to Hydrocarbon purchase and sale
                  agreements
                  approved by the Agent. Except for rights comprising Permitted Encumbrances
                  and as set out in schedule 14, no Person has any call upon, option
                  to
                  purchase or similar rights under any agreement with respect to
                  the Working
                  Interest or Net Revenue Interest in the Properties or to the production
                  from the Properties other than pursuant to a Hydrocarbon purchase
                  and sale
                  agreement approved by the Agent and Persons who have waived such
                  rights in
                  writing with respect to the
                  Properties;

              


      

       

      
        	 	
                (jj)

              	
                Material
                  Documents:
                  with respect to the Material Documents that pertain to the Properties,
                  or
                  in the case of the Borrower to its Knowledge After Due
                  Inquiry:

              


      

       

      
        
          
          

        

        
          Page
            51

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (1)

              	
                all
                  are in full force and effect in accordance with their terms and
                  constitute
                  valid and binding obligations;

              


      

       

      
        	 	
                (2)

              	
                no
                  other party to any such Material Document (or any successor in
                  interest to
                  that party) is in breach or default with respect to any of its
                  obligations
                  under those Material Documents which could reasonably be expected
                  to have
                  a Material Adverse Effect;

              


      

       

      
        	 	
                (3)

              	
                except
                  as set out in schedule 15 no party to any such Material Document
                  has given
                  or has threatened to give notice of any action to terminate, cancel,
                  rescind or procure a judicial reformation of any such Material
                  Document or
                  any of their provisions; and

              


      

       

      
        	 	
                (4)

              	
                the
                  execution and delivery of this agreement and the consummation of
                  the
                  transactions contemplated by this agreement will not result in
                  a breach
                  of, a default under, or other violation of the provisions of any
                  such
                  Material Document;

              


      

       

      
        	 	
                (kk)

              	
                farmout
                  agreements and subject contracts, etc:
                  with respect to the Properties and the unit agreements, pooling
                  agreements
                  and other Material Documents creating the interests constituting
                  the
                  Properties, and except as set out in any title opinions and/or
                  reports or
                  other title materials provided by it to the Finance Parties upon
                  which the
                  Finance Parties are expressly entitled to rely there are or, in
                  the case
                  of the Borrower with respect to the PSA Properties only, there
                  are, to its
                  Knowledge After Due Inquiry:

              


      

       

      
        	 	
                (1)

              	
                no
                  outstanding farmout agreements, obligations to drill additional
                  wells or
                  agreements to engage in other development operations, except
                  for:

              


      

       

      
        	 	
                (A)

              	
                obligations
                  arising under offset well provisions;


              


      

       

      
        	 	
                (B)

              	
                obligations
                  arising under provisions of any Operating Agreement which allow
                  the
                  parties to elect whether or not they will participate in development
                  activities; or 

              


      

       

      
        	 	
                (C)

              	
                as
                  set out in schedule 16;

              


      

       

      
        	 	
                (2)

              	
                no
                  limitations as to the depths covered or substances to which such
                  interests
                  purport to apply; and

              


      

       

      
        	 	
                (3)

              	
                no
                  royalty provisions (other than those allowing a lessor the right
                  to take
                  in kind) requiring the payment of royalties on any basis other
                  than as
                  specified in those leases, contracts and other
                  agreements;

              


      

       

      
        	 	
                (ll)

              	
                operating
                  agreements:
                  in with respect to the Operating Agreements relating to the Working
                  Interest and Net Revenue Interest in the Properties there are,
                  or, in the
                  case of the Borrower with respect to the PSA Properties only, there
                  are,
                  to its Knowledge After Due Inquiry:

              


      

       

      
        	 	
                (1)

              	
                no
                  Operating Agreements to which the Properties are subject other
                  than those
                  listed in schedule 17, which are hereby approved by the
                  Agent;

              


      

       

      
        	 	
                (2)

              	
                no
                  outstanding calls for payments under any AFE or any payments which
                  are due
                  or which it or, to its Knowledge, any predecessor of it, has committed
                  to
                  make which have not been or are not being paid within the terms
                  required;
                  and

              


      

       

      
        
          
          

        

        
          Page
            52

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (3)

              	
                no
                  operations under any of the Operating Agreements with respect to
                  which it
                  has become a non-consenting party nor are there any non-consenting
                  penalties binding or that will become binding upon it that are
                  not
                  reflected in the Net Revenue Interest or Working Interest as set
                  out in
                  annexure C;

              


      

       

      
        	 	
                (mm)

              	
                suspense
                  of proceeds:
                  except as disclosed by it to the Agent in writing prior to the
                  execution
                  of this agreement, as at the date of this agreement, all proceeds
                  from the
                  sale of Hydrocarbons from the Working Interest or Net Revenue Interest
                  in
                  the Properties are, or, in the case of the Borrower with respect
                  to the
                  PSA Properties only, to its Knowledge After Due Inquiry, being
                  received by
                  the Borrower or Kestrel (as applicable) in a timely manner and
                  are not
                  being held in suspense for any
                  reason;

              


      

       

      
        	 	
                (nn)

              	
                employee
                  plans:
                  it has no Employee Plans;

              


      

       

      
        	 	
                (oo)

              	
                marketing
                  of production:
                  except for contracts listed in schedule 18 and in effect on the
                  date of
                  this agreement, or thereafter disclosed in writing to the Agent
                  (with
                  respect to all of which contracts disclosed by it represents that
                  the
                  Borrower or Kestrel, as applicable, is receiving or, in the case
                  of the
                  Borrower with respect to the PSA Properties only, is receiving
                  to its
                  Knowledge After Due Inquiry, a price for all production sold thereunder
                  which is computed substantially in accordance with the terms of
                  the
                  relevant contract and is not or, in the case of the Borrower with
                  respect
                  to the PSA Properties only, is not, to its Knowledge After Due
                  Inquiry,
                  having deliveries curtailed substantially below the subject Property’s
                  delivery capacity), no material agreements exist which are not
                  cancellable
                  on 60 days notice or less without penalty or detriment for the
                  sale of
                  production from its Hydrocarbons (including calls on or other rights
                  to
                  purchase, production, whether or not the same are currently being
                  exercised) that: 

              


      

       

      
        	 	
                (1)

              	
                pertain
                  to the sale of production at a fixed price; and


              


      

       

      
        	 	
                (2)

              	
                have
                  a maturity or expiry date of longer than 6 months from the date
                  of this
                  agreement;

              


      

       

      
        	 	
                (pp)

              	
                deposit
                  accounts:
                  the Borrower does not maintain any deposit accounts (as defined
                  in the
                  UCC) other than those listed in schedule
                  19;

              


      

       

      
        	 	
                (qq)

              	
                labor
                  matters:
                  neither it nor any of its Affiliates are in violation of any applicable
                  law dealing with labor matters, and all payments due from it or
                  any
                  Affiliate for employee health and welfare insurance have been paid
                  or
                  accrued as a liability on its books, other than any non-payments
                  that do
                  could not, individually or in the aggregate, give rise to a Material
                  Adverse Effect;

              


      

       

      
        	 	
                (rr)

              	
                eligible
                  contract participant:
                  in the case of the Borrower only, it is an “eligible swap participant” as
                  that term is defined in the United States Commodities Futures
                  Modernization Act of 2000, 17 C.F.R. § 35.1(b)(2) (2006), as amended or
                  supplemented from time to time, and the rules and regulations promulgated
                  thereunder. Commodity Futures Modernization Act of 2000, Pub. L.
                  106-554,
                  114 Stat. 2763 (2000); and

              


      

       

      
        	 	
                (ss)

              	
                Executive
                  Offices; Jurisdiction of Formation:
                  in the case of the Parent only, Capitalization, ownership, Equity
                  Interests in the Borrower and Kestrel owned by the Parent is set
                  out in
                  schedule 20 and are covered by the Share Pledge and delivered to
                  Security
                  Trustee on behalf of the Finance Parties. Except for the Equity
                  Interests
                  described in the preceding sentence, there are no other classes,
                  types or
                  designations of equity interests in the Borrower or Kestrel except
                  as set
                  out in schedule 20. No other Person owns any interest in the Borrower
                  or
                  Kestrel or is the holder of any right that could result in the
                  transfer or
                  issuance of any interest in the Borrower or Kestrel except as set
                  out in
                  schedule 20. The Borrower has no
                  Subsidiaries.

              


      

       

      
        
          
          

        

        
          Page
            53

          
            

          

        

        
          
          

        

      

       

      
        	 	
                8.2

              	
                Survival
                  and repetition of representations and
                  warranties

              


      

       

      The
        representations and warranties given under this agreement:

       

      
        	 	
                (a)

              	
                survive
                  the execution of each Transaction Document;
                  and

              


      

       

      
        	 	
                (b)

              	
                (except
                  for the representations and warranties in clause ‎8.1(k)
                  and clause ‎8.1(bb))
                  are repeated on each Funding Date and Interest Payment Date with
                  respect
                  to the facts and circumstances then subsisting. The representation
                  and
                  warranty in clause ‎8.1(bb)
                  is repeated on the first Funding Date.


              


      

       

      
        	 	
                8.3

              	
                Reliance
                  by Finance Parties

              


      

       

      Each
        Transaction Party acknowledges that each Finance Party has entered into each
        Transaction Document to which it is a party in reliance on the representations
        and warranties given under this agreement.

       

      
        	 	
                9

              	
                Undertakings

              


      

       

      
        	 	
                9.1

              	
                Provision
                  of information and reports

              


      

       

      Each
        Transaction Party must provide to the Agent the following:

       

      
        	 	
                (a)

              	
                Annual
                  Financial Reports:
                  no
                  later than 90 days after the end of each financial year, copies of
                  the annual audited Financial Report of the Group for that financial
                  year
                  and such other financial reports or statements as the Agent may
                  reasonably
                  require in relation to each of the Borrower and Kestrel for that
                  financial
                  year;

              


      

       

      
        	 	
                (b)

              	
                Half-year
                  Financial Reports:
                  no later than 60 days after the end of the first half of each
                  financial year, copies of the unaudited semi-annual Financial Report
                  of
                  the Group for that half financial year and such other financial
                  reports or
                  statements as the Agent may reasonably require in relation to each
                  of the
                  Borrower and Kestrel for that half of the financial
                  year;

              


      

       

      
        	 	
                (c)

              	
                quarterly
                  accounts:
                  no later than 15 days after the end of each calendar quarter, copies
                  of
                  the unaudited accounts of the Group, the Borrower and Kestrel for
                  that
                  quarter;

              


      

       

      
        	 	
                (d)

              	
                Compliance
                  Certificate:
                  a
                  Compliance Certificate which will contain each Financial Undertaking
                  at
                  that time:

              


      

       

      
        
          
          

        

        
          Page
            54

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (1)

              	
                no
                  later than 45 days after the end of each calendar quarter;
                  and

              


      

       

      
        	 	
                (2)

              	
                together
                  with the documents provided under clauses ‎9.1(a)
                  and ‎(b);

              


      

       

      
        	 	
                (e)

              	
                directors’
                  certificate:
                  at the Agent’s request, a certificate signed by at least 2 directors
                  of the Parent and the Borrower
                  stating:

              


      

       

      
        	 	
                (1)

              	
                whether
                  a Default has occurred; and

              


      

       

      
        	 	
                (2)

              	
                if
                  so, full details of the relevant Default and the remedial action
                  being
                  taken or proposed;

              


      

       

      
        	 	
                (f)

              	
                Group
                  Structure Diagram:
                  an updated Group Structure Diagram on each occasion that the then
                  current
                  Group Structure Diagram becomes incorrect or
                  misleading;

              


      

       

      
        	 	
                (g)

              	
                MAE
                  events:
                  any information that it becomes aware of which would have or would
                  be
                  likely to have a Material Adverse Effect;


              


      

       

      
        	 	
                (h)

              	
                documents
                  issued: copies
                  of all documents issued by it to holders of its Equity Interests
                  or any
                  stock exchange at the same time as their issue to those holders
                  or that
                  exchange; and

              


      

       

      
        	 	
                (i)

              	
                other
                  information:
                  any other information which the Agent reasonably requests in relation
                  to
                  it or any of its assets.

              


      

       

      
        	 	
                9.2

              	
                Reserve
                  Reports

              


      

       

      
        	 	
                (a)

              	
                The
                  Parent must provide to the Agent no later than 45 days after the end
                  of each financial year an engineering reserve report prepared by
                  the
                  Independent Engineering Consultant, the effective date of that
                  report
                  being June 30 (the Effective
                  Date).

              


      

       

      
        	 	
                (b)

              	
                The
                  Parent must provide to the Agent no later than 45 days after the end
                  of the first half of each financial year an engineering reserve
                  report
                  (the Mid
                  Year Report)
                  prepared by the Parent, the effective date of that report being
                  December
                  31 (the Effective
                  Date).
                  If any Mid Year Report prepared by the Parent and delivered to
                  Agent is
                  not acceptable in form or substance to Agent (in its sole and absolute
                  discretion), Parent shall provide to the Agent a Mid Year Report
                  prepared
                  by the Independent Engineering Consultant no later than 45 days
                  following
                  written notification by Agent to the Borrower that the Mid Year
                  Report
                  prepared by the Parent is not acceptable to
                  Agent.

              


      

       

      
        	 	
                (c)

              	
                The
                  Parent must provide to the Agent no later than 45 days after the end
                  of the first quarter and the third quarter of each financial year
                  an
                  engineering reserve report (the Quarterly
                  Report)
                  prepared by the Parent, the effective date of that report being
                  the last
                  day of that quarter (the Effective
                  Date).
                  If any Quarterly Report prepared by the Parent and delivered to
                  Agent is
                  not acceptable in form or substance to Agent (in its sole and absolute
                  discretion), Parent shall provide to the Agent a Quarterly Report
                  prepared
                  by the Independent Engineering Consultant no later than 45 days
                  following
                  written notification by Agent to the Borrower that the Quarterly
                  Report
                  prepared by the Parent is not acceptable to
                  Agent.

              


      

       

      
        	 	
                (d)

              	
                The
                  Reserve Reports must set out, without limitation, the projected
                  recoverable reserves attributable to the Working Interests and
                  Net Revenue
                  Interests of the Borrower and Kestrel in the Properties.
                  

              


      

       

      
        
          
          

        

        
          Page
            55

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (e)

              	
                The
                  Reserve Reports must be prepared in accordance with the following
                  assumptions:

              


      

       

      
        	 	
                (1)

              	
                for
                  all Natural Gas:

              


      

       

      
        	 	
                (A)

              	
                to
                  be sold other than Natural Gas described in clause ‎9.2(e)(1)(B)
                  below, the purchase price for each calendar year will be the average
                  of
                  the monthly prices for that year for Natural Gas as reflected in
                  the New
                  York Mercantile Exchange as of the settlement of the last trading
                  day for
                  the contract month coincident with the Effective
                  Date
                  of the Reserve Report (as adjusted for appropriate quality, transportation
                  and location differentials approved by Agent), less a percentage
                  discount
                  of 5%. The price calculated for the fifth calendar year will be
                  used for
                  all following years;

              


      

       

      
        	 	
                (B)

              	
                to
                  be sold on a fixed price basis pursuant to any bona fide contract
                  or with
                  respect to which the price has been hedged pursuant to any New
                  York
                  Mercantile Exchange contract or bona fide price swap agreement
                  or
                  arrangement, the purchase price will be the fixed price (as adjusted
                  for
                  appropriate quality, transportation and location differentials
                  approved by
                  Agent) for the volumes indicated in the contract, agreement or
                  arrangement;

              


      

       

      
        	 	
                (2)

              	
                for
                  all Crude Oil:

              


      

       

      
        	 	
                (A)

              	
                to
                  be sold other than Crude Oil described in clause ‎9.2(e)(2)(B)
                  below, the purchase price for each calendar year will be the average
                  of
                  the monthly prices for that year for Crude Oil as reflected in
                  the New
                  York Mercantile Exchange as of the settlement of the last trading
                  day for
                  the contract month coincident with the effective date of the Reserve
                  Report (as adjusted for appropriate quality, transportation and
                  location
                  differentials approved by Agent), less a percentage discount of
                  5%. 
                  The price calculated for the fifth calendar year will be used for
                  all
                  following years.

              


      

       

      
        	 	
                (B)

              	
                for
                  all Crude Oil to be sold on a fixed price basis pursuant to any
                  bona fide
                  contract or with respect to which the price has been hedged pursuant
                  to
                  any New York Mercantile Exchange contract or bona fide price swap
                  agreement or arrangement, the purchase price will be the fixed
                  price (as
                  adjusted for appropriate quality, transportation and location
                  differentials approved by Agent) for the volumes indicated in the
                  contract, agreement or arrangement;

              


      

       

      
        	 	
                (3)

              	
                projected
                  operating expenses will appropriately reflect recent actual operating
                  expenses incurred; 

              


      

       

      
        	 	
                (4)

              	
                projected
                  capital expenditures will appropriately reflect recent actual expenditures
                  incurred for similar projects, or will be based on updated cost
                  estimates
                  or AFE’s reflecting current economic conditions;
                  

              


      

       

      
        
          
          

        

        
          Page
            56

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (5)

              	
                each
                  Reserve Report will report on PDP Reserves, PDNP Reserves, and
                  PUD
                  Reserves for the Stanley Properties and the Kestrel Properties
                  separately
                  in addition to the Properties (taken as a whole) and will utilise
                  any
                  other assumptions that Agent may request from time to time;
                  

              


      

       

      
        	 	
                (f)

              	
                the
                  Agent is not required to consider any PDP reserves or value attributable
                  to the Properties if, in Agent’s reasonable opinion, the Agent does not
                  have a first priority Encumbrance on such Properties;
                  and

              


      

       

      
        	 	
                (g)

              	
                in
                  the computation of present value, projected income from each Reserve
                  Report will be discounted using an annual discount rate of 10%.
                  

              


      

       

      
        	 	
                9.3

              	
                Proper
                  accounts

              


      

       

      Each
        Transaction Party must:

       

      
        	 	
                (a)

              	
                keep
                  accounting records which give a true and fair view of its financial
                  condition and state of affairs; and

              


      

       

      
        	 	
                (b)

              	
                ensure
                  that the accounts it provides under clause ‎9.1(a),
                  (b) or (c) are prepared in accordance with the Accounting
                  Standards.

              


      

       

      
        	 	
                9.4

              	
                Notices
                  to the Agent 

              


      

       

      Each
        Transaction Party must notify the Agent promptly upon becoming aware
        of:

       

      
        	 	
                (a)

              	
                any
                  Default occurring;

              


      

       

      
        	 	
                (b)

              	
                any
                  breach of, or default under, any Material Document to which it
                  or Kestrel
                  is expressed to be a party (whether by it or any other party to
                  that
                  Material Document) and full details of the non compliance and any
                  steps
                  taken by the Transaction Party, Kestrel or the other party to remedy
                  it;

              


      

       

      
        	 	
                (c)

              	
                any
                  intention by it to or Kestrel exercise any right, power or remedy
                  under
                  any Material Document to which it is a party as a consequence of
                  any
                  default under it;

              


      

       

      
        	 	
                (d)

              	
                any
                  litigation, arbitration, administration or other proceeding in
                  respect of
                  it or any of its assets or Kestrel or any of its assets being commenced
                  or
                  threatened in respect of an amount which exceeds US$150,000 (or
                  its
                  equivalent in other currencies); 

              


      

       

      
        	 	
                (e)

              	
                any
                  material adverse change in the financial or commercial circumstances
                  or
                  prospects of the Borrower, any entity within the Group or in the
                  condition
                  or operation of the Properties;

              


      

       

      
        	 	
                (f)

              	
                any
                  Encumbrance (other than a Permitted Encumbrance) that exists over
                  any of
                  its assets or any of the
                  Properties;

              


      

       

      
        	 	
                (g)

              	
                any
                  proposal of any Government Agency to compulsorily acquire any of
                  its
                  assets or any of the Properties;

              


      

       

      
        	 	
                (h)

              	
                any
                  notice, order or material correspondence with or from a Government
                  Agency
                  relating to its business or assets or any of the Properties which
                  has or
                  is likely to have a Material Adverse
                  Effect;

              


      

       

      
        
          
          

        

        
          Page
            57

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                the
                  acquisition by it of a Subsidiary; 

              


      

       

      
        	 	
                (j)

              	
                the
                  acquisition by it or any of its Subsidiaries of any interest in
                  real
                  property; and

              


      

       

      
        	 	
                (k)

              	
                the
                  incurrence, or anything reasonably likely to give rise to the incurrence,
                  of any Environmental Liability in respect of it or any
                  Property.

              


      

       

      
        	 	
                9.5

              	
                Compliance

              


      

       

      Each
        Transaction Party must:

       

      
        	 	
                (a)

              	
                comply
                  with all its obligations under each Transaction Document to which
                  it is a
                  party; and

              


      

       

      
        	 	
                (b)

              	
                ensure
                  that no Event of Default occurs.

              


      

       

      
        	 	
                9.6

              	
                Maintenance
                  of capital

              


      

       

      A
        Transaction Party must not:

       

      
        	 	
                (a)

              	
                pass
                  a resolution under sections 254N or 260B of the Corporations Act (or
                  equivalent or similar legislation in any other jurisdiction) or
                  make or
                  pass a resolution to make unpaid capital capable of being called
                  up only
                  in certain circumstances;

              


      

       

      
        	 	
                (b)

              	
                reduce
                  or pass a resolution to reduce its capital other than with the
                  Agent’s
                  prior written consent (which it may withhold in its absolute
                  discretion);

              


      

       

      
        	 	
                (c)

              	
                buy-back
                  or pass a resolution to buy-back, any of its shares other than
                  with the
                  Agent’s prior written consent (which consent must not be unreasonably
                  withheld, but may be withheld if, in the Agent’ opinion, the buy-back
                  would have or may have a Material Adverse Effect);
                  or

              


      

       

      
        	 	
                (d)

              	
                attempt
                  or take any steps to do anything which it is not permitted to do
                  under
                  clauses ‎9.6(a),
                  ‎(b)or
                  ‎(c).

              


      

       

      
        	 	
                9.7

              	
                Compliance
                  with laws and
                  Authorisations

              


      

       

      Each
        Transaction Party must:

       

      
        	 	
                (a)

              	
                comply
                  with all laws and legal requirements, including each judgement,
                  award,
                  decision, finding or any other determination of a Government Agency,
                  which
                  applies to it or any of its assets, where failure to do so will
                  have or
                  could have a Material Adverse Effect;
                  and

              


      

       

      
        	 	
                (b)

              	
                obtain,
                  maintain and comply with all Authorisations required by
                  it:

              


      

       

      
        	 	
                (1)

              	
                for
                  the validity and enforceability of each Relevant Document to which
                  it is a
                  party, or to enable it to perform its obligations under each Relevant
                  Document to which it is a party;

              


      

       

      
        	 	
                (2)

              	
                in
                  relation to it or any of its assets where failure to do so will
                  have or
                  could have a Material Adverse
                  Effect.

              


      

       

      
        
          
          

        

        
          Page
            58

          
            

          

        

        
          
          

        

         

        
          	 	
                  9.8

                	
                  Corporate
                    existence

                


        

         

        Each
          Transaction Party must do everything necessary to preserve its corporate
          existence in good standing, including:

         

        
          	 	
                  (a)

                	
                  not
                    transferring its jurisdiction of
                    registration;

                


        

         

        
          	 	
                  (b)

                	
                  not
                    making any application or passing any resolution for winding
                    up;

                


        

         

        
          	 	
                  (c)

                	
                  not
                    entering into or effecting any scheme of arrangement or merger
                    or
                    consolidation with any other Person or
                    Persons;

                


        

         

        
          	 	
                  (d)

                	
                  not
                    entering into or effecting any other scheme under which it or
                    any of it
                    ceases to exist or under which it assets or liabilities are vested
                    in or
                    assumed by any other Person.

                


        

         

        
          	 	
                  9.9

                	
                  Environmental
                    law

                


        

         

        
          	 	
                  (a)

                	
                  Each
                    Transaction Party must maintain procedures which are adequate
                    to
                    monitor:

                


        

         

        
          	 	
                  (1)

                	
                  its
                    compliance with Environmental Law and Authorisations;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  circumstances
                    which may give rise to a substantial claim or to a requirement
                    of
                    substantial expenditure by it or of cessation or material alteration
                    of
                    its activity which is material in the context of its business
                    (Perilous
                    Circumstances).

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Agent may, at the Borrower’s cost if a Default subsists, have an audit
                    conducted of those procedures, that compliance and any Perilous
                    Circumstances. Each Transaction Party will do everything reasonably
                    requested by the Agent to facilitate that
                    audit.

                


        

         

        
          	 	
                  (c)

                	
                  Where
                    the procedures or the audit referred to in clause ‎9.9(b)
                    reveal any material non-compliance with Environmental Law or
                    Authorisations, or reveal any Perilous Circumstances, it will
                    promptly
                    remedy them.

                


        

         

        
          	 	
                  (d)

                	
                  Within
                    6 months of the first Funding Date:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    Parent must demonstrate to the satisfaction of the Agent that
                    the
                    environmental filings of both Kestrel and the Borrower are in
                    order and up
                    to date in accordance with both good operating practice and the
                    requirement of any laws; and

                


        

         

        
          	 	
                  (2)

                	
                  the
                    Borrower must have implemented a policy with respect to matters
                    of
                    Environmental Law on terms acceptable to the Agent including
                    its policy as
                    to:

                


        

         

        
          	 	
                  (A)

                	
                  the
                    maintenance of environmental
                    filings;

                


        

         

        
          	 	
                  (B)

                	
                  the
                    monitoring of environmental compliance by its operators and plans
                    for
                    addressing issues of
                    non-compliance;

                


        

         

        
          	 	
                  (C)

                	
                  strategy
                    for implementation of the recommendations of LT Environmental
                    and Carr
                    (being environmental consultants employed to make environmental
                    assessment
                    prior to the first Funding Date);
                    and

                


        

         

        
          	 	
                  (D)

                	
                  strategy
                    for Properties
                    with a history of persistent
                    non-compliance.

                


        

         

        
          
            
            

          

          
            Page
              59

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  9.10

                	
                  Payment
                    of Taxes and outgoings

                


        

         

        
          	 	
                  (a)

                	
                  Each
                    Transaction Party must pay all Taxes when due, other than Contested
                    Taxes.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    Transaction Party must pay all Contested Taxes when the terms
                    of any final
                    determination or settlement require those Contested Taxes to
                    be
                    paid.

                


        

         

        
          	 	
                  9.11

                	
                  Material
                    Documents

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Transaction Party must not:

                


        

         

        
          	 	
                  (1)

                	
                  amend
                    or vary, or agree to an amendment or variation
                    of;

                


        

         

        
          	 	
                  (2)

                	
                  terminate,
                    rescind or discharge (except by
                    performance);

                


        

         

        
          	 	
                  (3)

                	
                  grant
                    any waiver, time or indulgence in respect of any obligation
                    under;

                


        

         

        
          	 	
                  (4)

                	
                  do
                    or omit to do anything which may adversely affect the provisions
                    or
                    operation of; or

                


        

         

        
          	 	
                  (5)

                	
                  do
                    or omit to do anything which would give any other Person legal
                    or
                    equitable grounds to do anything in clause ‎9.11(a)(1)-‎(4)
                    in respect of,

                


        

         

        any
          Material Document to which it is a party.

         

        
          	 	
                  (b)

                	
                  Each
                    Transaction Party must do all things necessary to enforce all
                    of its
                    rights, powers and remedies under each Material Document to which
                    it is a
                    party provided that such enforcement is required in the reasonable
                    commercial judgment of such Transaction
                    Party.

                


        

         

        
          	 	
                  9.12

                	
                  Amendments
                    to constitution

                


        

         

        A
          Transaction Party must not amend its constitution, charter or any other
          constituent or organisational document of it without the Agent’s prior written
          consent which consent must not be unreasonably withheld (including where
          the
          amendment has been requested by the ASX (or any other stock exchange on
          which a
          Transaction Party’s shares are listed for quotation) unless the amendment
          relates to an alteration of the constitution or charter which has the effect
          of
          changing or converting any Shares into shares of another class, in which
          case,
          the Agent may withhold its consent in its absolute discretion.

         

        
          	 	
                  9.13

                	
                  Negative
                    pledge and disposal of
                    assets

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Transaction Party must not create or allow to exist or agree
                    to any
                    Encumbrance over any of its assets other than a Permitted
                    Encumbrance.

                


        

         

        
          	 	
                  (b)

                	
                  A
                    Transaction Party must not acquire an asset which is, or upon
                    its
                    acquisition will be, subject to an Encumbrance which is not a
                    Permitted
                    Encumbrance.

                


        

         

        
          	 	
                  (c)

                	
                  A
                    Transaction Party must not sell, assign, transfer or otherwise
                    dispose of
                    or part with possession of any of its assets except an asset
                    which is
                    subject to a floating charge under a Security and in, and only
                    in, the
                    ordinary course of ordinary business.


                


        

         

        
          
            
            

          

          
            Page
              60

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (d)

                	
                  A
                    Transaction Party must not allow any other Person to have a right
                    or power
                    to receive or claim any rents, profits, receivables, money or
                    moneys worth
                    (whether capital or income) in respect of its assets other than
                    under a
                    Security.

                


        

         

        
          	 	
                  (e)

                	
                  A
                    Transaction Party must not enter into any arrangement under which
                    money or
                    the benefit of a bank or other account may be applied, set-off
                    or made
                    subject to a combination of accounts in circumstances where the
                    arrangement is in connection with:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    raising of Financial Indebtedness;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    acquisition of an asset,

                


        

         

        except
          for a netting or set-off arrangement in the ordinary course of its ordinary
          banking arrangements for the purpose of netting debit and credit
          balances.

         

        
          	 	
                  (f)

                	
                  A
                    Transaction Party must not enter into any arrangement which,
                    if complied
                    with, would prevent any Transaction Party from complying with
                    its
                    obligations under the Transaction
                    Documents.

                


        

         

        
          	 	
                  (g)

                	
                  If,
                    by mandatory operation of law, this clause ‎9.13
                    may not prevent a Transaction Party creating an
                    Encumbrance:

                


        

         

        
          	 	
                  (1)

                	
                  this
                    clause ‎9.13
                    does not prevent a Transaction Party creating that Encumbrance;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  before
                    that Encumbrance is created the Transaction Party must ensure
                    that the
                    Security Trustee receives the benefit of a deed of priority granting
                    first
                    ranking priority to each Security in a form and of substance
                    required by
                    the Security Trustee

                


        

         

        
          	 	
                  9.14

                	
                  Financial
                    Indebtedness

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Transaction Party must not incur any Financial Indebtedness other
                    than
                    Permitted Financial Indebtedness.

                


        

         

        
          	 	
                  (b)

                	
                  A
                    Transaction Party must not issue any Disqualified Capital Stock.
                    

                


        

         

        
          	 	
                  9.15

                	
                  No
                    change to business

                


        

         

        A
          Transaction Party must not engage in any business other than, or do anything
          which would result in substantial changes to, its existing core businesses
          and
          operations (being upstream oil and gas exploration, development and
          production).

         

        
          	 	
                  9.16

                	
                  Financial
                    accommodation

                


        

         

        A
          Transaction Party must not provide any financial accommodation, or give
          any
          Guarantee in respect of any financial accommodation, to or for the benefit
          of
          any Person, other than Permitted Financial Accommodation.

         

        
          	 	
                  9.17

                	
                  Restrictions
                    on dealings

                


        

         

        A
          Transaction Party must not:

         

        
          	 	
                  (a)

                	
                  enter
                    into an agreement;

                


        

         

        
          	 	
                  (b)

                	
                  acquire
                    or dispose of an asset;

                


        

         

        
          
            
            

          

          
            Page
              61

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (c)

                	
                  obtain
                    or provide a service;

                


        

         

        
          	 	
                  (d)

                	
                  obtain
                    a right or incur an obligation; or

                


        

         

        
          	 	
                  (e)

                	
                  implement
                    any other transaction,

                


        

         

        with
          any
          Person unless it does so on terms which are no less favourable to it than
          arm’s
          length commercial terms.

         

        
          	 	
                  9.18

                	
                  Restrictions
                    on Distributions and fees

                


        

         

        A
          Transaction Party must not:

         

        
          	 	
                  (a)

                	
                  make
                    any Distribution other than a Permitted Distribution;
                    or

                


        

         

        
          	 	
                  (b)

                	
                  pay
                    any director fees, management fees, consultancy fees or other
                    like
                    payments to any director, Associate, or Related Body Corporate
                    of a
                    Transaction Party unless those fees or other payments are
                    

                


        

         

        
          	 	
                  (1)

                	
                  reasonable
                    and are no more or less favourable than it is reasonable to expect
                    would
                    be the case if the relevant Persons were dealing with each other
                    at arm’s
                    length; or

                


        

         

        
          	 	
                  (2)

                	
                  paid
                    with the Agent’s prior written
                    consent.

                


        

         

        
          	 	
                  9.19

                	
                  Undertakings
                    regarding Secured Property

                


        

         

        Each
          Transaction Party must:

         

        
          	 	
                  (a)

                	
                  maintenance
                    of the Secured Property:

                


        

         

        
          	 	
                  (1)

                	
                  maintain
                    and protect its Secured Property;

                


        

         

        
          	 	
                  (2)

                	
                  keep
                    its Secured Property in a good state of repair and in good working
                    order
                    allowing for fair wear and tear;

                


        

         

        
          	 	
                  (3)

                	
                  remedy
                    every defect in its title to any part of its Secured Property
                    other than a
                    Permitted Encumbrance;

                


        

         

        
          	 	
                  (4)

                	
                  take
                    or defend all legal proceedings to protect or recover any of
                    its Secured
                    Property; and

                


        

         

        
          	 	
                  (5)

                	
                  keep
                    its Secured Property valid and subsisting and free from liability
                    to
                    forfeiture, cancellation, avoidance or
                    loss;

                


        

         

        
          	 	
                  (b)

                	
                  further
                    security:

                


        

         

        
          	 	
                  (1)

                	
                  do
                    anything which the Agent reasonably requests
                    which:

                


        

         

        
          	 	
                  (A)

                	
                  more
                    satisfactorily charges or secures the priority of its Security,
                    or secures
                    to the Security Trustee its Secured Property in a manner consistent
                    with
                    any provision of any Transaction Document;
                    or

                


        

         

        
          	 	
                  (B)

                	
                  aids
                    in the exercise of any Power of the Security
                    Trustee,

                


        

         

        
          
            
            

          

          
            Page
              62

            
              

            

          

          
            
            

          

        

         

        including
          the execution of any document, the delivery of Title Documents, or the
          execution
          and delivery of blank transfers;

         

        
          	 	
                  (2)

                	
                  when
                    the Agent requests, execute a legal or statutory mortgage in
                    favour of the
                    Security Trustee over any real property in form and substance
                    required by
                    the Agent, but the Agent cannot require an obligation which is
                    more
                    onerous than any obligation contained in any Transaction Document;
                    and

                


        

         

        
          	 	
                  (3)

                	
                  use
                    its best endeavours to register any mortgage executed under
                    clause ‎9.19(b)(2);

                


        

         

        
          	 	
                  (c)

                	
                  Title
                    documents: deposit
                    with the Security Trustee, all the Title Documents in respect
                    of any of
                    its Secured Property which is subject to the fixed charge created
                    under
                    its Security immediately on:

                


        

         

        
          	 	
                  (1)

                	
                  its
                    execution of its Security;

                


        

         

        
          	 	
                  (2)

                	
                  acquisition
                    of any asset which forms part of its Secured Property and is
                    subject to
                    the fixed charge created by its Security;
                    and

                


        

         

        
          	 	
                  (3)

                	
                  the
                    floating charge which is created by its Security crystallising
                    and
                    fixing;

                


        

         

        
          	 	
                  (d)

                	
                  registration
                    and protection of security:
                    ensure that its Security is registered and filed in all registers
                    in all
                    jurisdictions in which it must be registered and filed to ensure
                    the
                    enforceability, validity and priority of the Security against
                    all Persons
                    and to be effective as a security;

                


        

         

        
          	 	
                  (e)

                	
                  no
                    partnership or joint venture:
                    not enter into any profit sharing arrangement in relation to
                    its Secured
                    Property or any partnership or joint venture with any other Person
                    without
                    the Agent’s written consent (which may not be withheld if the Agent is
                    satisfied that:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    profit sharing arrangement, partnership or joint venture is being
                    entered
                    into in the ordinary course of business on arm’s length commercial terms;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  the
                    rights of the Transaction Party in respect of that profit sharing
                    arrangement, partnership or joint venture are secured to the
                    Security
                    Trustee for the benefit of the Finance Parties on terms acceptable
                    to the
                    Agent; and

                


        

         

        
          	 	
                  (3)

                	
                  the
                    Security Trustee is provided with step-in rights in relation
                    to such
                    profit sharing arrangement, partnership or joint venture on terms
                    acceptable to the Agent;

                


        

         

        
          	 	
                  (f)

                	
                  no
                    caveats:
                    cause any caveat which is lodged in respect of its Secured Property,
                    other
                    than a caveat lodged by the Finance Parties to be removed as
                    soon as
                    reasonably practicable but in any event within 10 Business Days after
                    the date that it becomes aware of its
                    existence.

                


        

         

        
          	 	
                  9.20

                	
                  Insurance

                


        

         

        
          	 	
                  (a)

                	
                  General
                    requirements:
                    Each Transaction Party must insure and keep insured its Secured
                    Property:

                


        

         

        
          	 	
                  (1)

                	
                  for
                    amounts and against risks for which a Person holding assets and
                    carrying
                    on a business similar to that of the Transaction Party would
                    prudently
                    take out insurance including well control insurance;
                    

                


        

         

        
          
            
            

          

          
            Page
              63

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (2)

                	
                  against
                    damage, destruction and any other risk to their full replacement
                    value or
                    on a reinstatement basis;

                


        

         

        
          	 	
                  (3)

                	
                  against
                    workers’ compensation and public liability;
                    and

                


        

         

        
          	 	
                  (4)

                	
                  for
                    any other risk to the extent and for the amounts the Agent may
                    reasonably
                    require and notify to the Transaction Party from time to
                    time.

                


        

         

        All
          coverage shall be in amounts not less than that set out in schedule
          21.

         

        
          	 	
                  (b)

                	
                  Payment
                    of premiums:
                    Each Transaction Party must punctually pay all premiums and other
                    amounts
                    necessary to effect and maintain in force each insurance
                    policy.

                


        

         

        
          	 	
                  (c)

                	
                  Contents
                    of insurance policy:
                    Each Security Provider must ensure that every insurance policy
                    (other than
                    worker’s compensation and public
                    liability):

                


        

         

        
          	 	
                  (1)

                	
                  is
                    taken out in the name of the Security Provider, notes each Finance
                    Party
                    as an insured and insures each of their insurable
                    interests;

                


        

         

        
          	 	
                  (2)

                	
                  names
                    the Security Trustee as the loss
                    payee;

                


        

         

        
          	 	
                  (3)

                	
                  cannot
                    be terminated or varied by the insurer for any reason including
                    the
                    non-payment of the premium or any other amount in respect of
                    the insurance
                    policy, unless the Security Trustee is given 30 days’ prior written
                    notice; and

                


        

         

        
          	 	
                  (4)

                	
                  provides
                    that notice of any occurrence given by one insured party will
                    be regarded
                    as notice given by all insured parties and that failure by one
                    insured
                    party to observe and fulfil the conditions of the policy will
                    not
                    prejudice the rights of any other insured party;
                    and

                


        

         

        
          	 	
                  (5)

                	
                  includes
                    any other terms and conditions which the Agent may reasonably
                    require.

                


        

         

        
          	 	
                  (d)

                	
                  Reputable
                    insurer:
                    Each Transaction Party must take out each insurance policy with
                    a
                    reputable and substantial insurer approved by the Agent (whose
                    approval is
                    not to be unreasonably withheld).

                


        

         

        
          	 	
                  (e)

                	
                  No
                    prejudice:
                    Each Transaction Party must not do or omit to do, or allow or
                    permit to be
                    done or not done, anything which may materially prejudice any
                    insurance
                    policy.

                


        

         

        
          	 	
                  (f)

                	
                  Deliver
                    documents:
                    Each Transaction Party must promptly deliver to the
                    Agent:

                


        

         

        
          	 	
                  (1)

                	
                  adequate
                    evidence as to the existence and currency of the insurances required
                    under
                    this clause ‎9.20;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  any
                    other detail which the Agent may reasonably require and notify
                    to the
                    Transaction Party from time to
                    time.

                


        

         

        
          	 	
                  (g)

                	
                  No
                    change to policy:
                    A
                    Transaction Party must not vary, rescind, terminate, cancel or
                    make a
                    material change to any insurance policy without the Agent’s written
                    consent.

                


        

         

        
          
            
            

          

          
            Page
              64

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (h)

                	
                  Full
                    disclosure:
                    Before entering into each insurance policy, each Transaction
                    Party must
                    disclose to the insurer all facts which are material to the insurer’s
                    risk.

                


        

         

        
          	 	
                  (i)

                	
                  Assistance
                    in recovery of money:
                    Each Security Provider must do all things reasonably required
                    by the Agent
                    to enable the Agent to recover any money due in respect of an
                    insurance
                    policy.

                


        

         

        
          	 	
                  (j)

                	
                  Notification
                    by Security Provider:
                    Each Transaction Party must notify the Agent as soon as reasonably
                    practicable after it becomes aware
                    of:

                


        

         

        
          	 	
                  (1)

                	
                  an
                    event gives rise to a claim of US$100,000 or more under an insurance
                    policy; or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    cancellation or variation for any reason of any insurance policy
                    in
                    relation to its Secured Property.

                


        

         

        
          	 	
                  (k)

                	
                  Dealing
                    with insurance policy proceeds:

                


        

         

        
          	 	
                  (1)

                	
                  Unless
                    clause ‎9.20(k)(3)
                    applies, if no Event of Default is subsisting the proceeds of
                    any
                    insurance policy may be used for any purpose determined by the
                    Security
                    Provider unless the proceeds exceed US$100,000 (or equivalent
                    amount in
                    other currencies) in which case the purpose to which the proceeds
                    are to
                    be applied must also be approved by the
                    Agent.

                


        

         

        
          	 	
                  (2)

                	
                  Unless
                    clause ‎9.20(k)(3)
                    applies, if an Event of Default is subsisting the proceeds in
                    respect of
                    any insurance policy of a Security Provider must be used to pay
                    the
                    Secured Moneys outstanding at that time or for any other purpose
                    which the
                    Agent approves.

                


        

         

        
          	 	
                  (3)

                	
                  Clauses ‎9.20(k)(1)
                    and ‎(2)
                    do not apply to proceeds received from any workers’ compensation or public
                    liability policy or reinstatement policy to the extent that the
                    proceeds
                    are paid to a Person:

                


        

         

        
          	 	
                  (A)

                	
                  entitled
                    to be compensated under the workers’ compensation or public liability
                    policy; or

                


        

         

        
          	 	
                  (B)

                	
                  under
                    a contract for the reinstatement of its Secured
                    Property.

                


        

         

        
          	 	
                  (l)

                	
                  Application
                    of reinstatement proceeds:
                    If required under the terms of a reinstatement policy, each Security
                    Provider must apply all proceeds payable under the reinstatement
                    policy to
                    the reinstatement of its Secured
                    Property.

                


        

         

        
          	 	
                  (m)

                	
                  Power
                     to take proceedings:
                    If an Event of Default is subsisting and a Receiver has not been
                    appointed, the Security Trustee alone has full power to make,
                    enforce,
                    settle, compromise, sue on and discharge all claims and recover
                    and
                    receive all moneys payable in respect
                    of:

                


        

         

        
          	 	
                  (1)

                	
                  any
                    claim under any insurance policy;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  any
                    compensation claim in respect of any injury to an employee of
                    the Agent,
                    Receiver or Attorney suffered while exercising or attempting
                    to exercise
                    any Power.

                


        

         

        
          
            
            

          

          
            Page
              65

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  9.21

                	
                  Officers

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Borrower must appoint an Officer to have delegated authority
                    to approve
                    all dealings, notices and transactions under the Convertible
                    Loan Facility
                    and the Transaction Documents.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    Transaction Party must notify the Agent of any change to the
                    identity of
                    its Officers for the purposes of this agreement, giving specimen
                    signatures of any new Officer appointed, and, where requested
                    by the
                    Agent, evidence satisfactory to the Agent of the authority of
                    any
                    Officer.

                


        

         

        
          	 	
                  9.22

                	
                  Kestrel

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Parent must ensure that, within 4 months of after the first Funding
                    Date
                    it acquires any Equity Interests in Kestrel not held by it and
                    that
                    Kestrel then merges with and into the Borrower within that 4
                    month
                    period.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Parent must ensure that, on and from the date of this agreement
                    until the
                    requirements of clause 9.22(a) are fully
                    satisfied:

                


        

         

        
          	 	
                  (1)

                	
                  Kestrel
                    complies with this clause 9 as if the undertakings in this clause
                    9 were
                    binding on Kestrel and as if each reference to the “Secured Property” in
                    relation to Kestrel were to its Properties;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  Kestrel
                    does not sell, assign, transfer or otherwise dispose of or part
                    with
                    possession of any of its assets other than disposals of stock-in-trade
                    for
                    arm’s length cash consideration made in the ordinary course of day
                    to day
                    trading and the expenditure of cash;
                    and

                


        

         

        
          	 	
                  (3)

                	
                  Kestrel
                    does not pay or repay any of the Kestrel Debt and that the principal
                    amount of the Kestrel Debt is not less than
                    US$6,151,227.00.

                


        

         

        
          	 	
                  9.23

                	
                  Financial
                    undertakings

                


        

         

        The
          Borrower and the Parent undertake to ensure that:

         

        
          	 	
                  (a)

                	
                  (Current
                    Ratio)
                    at all times the Current Ratio is greater than or equal to
                    1:1;

                


        

         

        
          	 	
                  (b)

                	
                  (Proved
                    Developed Producing Reserves Ratio (Stanley): on
                    each Quarter Date the Proved
                    Developed Producing Reserves Ratio (Stanley) is greater than
                    or equal to
                    0.90:1;

                


        

         

        
          	 	
                  (c)

                	
                  (Proved
                    Developed Producing Reserves Ratio (Group)):
                    on each Quarter Date the Proved
                    Developed Producing Reserves Ratio (Group) is greater than or
                    equal to
                    1:1; and

                


        

         

        
          	 	
                  (d)

                	
                  (Aged
                    Debts):
                    at all time that the aggregate amount of all Aged Debts of the
                    Group
                    (calculated on a consolidated basis) is no greater than
                    US$1,000,000,

                


        

         

        each
          a
Financial
          Undertaking.

         

        
          
            
            

          

          
            Page
              66

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  9.24

                	
                  Shareholder
                    Approval

                


        

         

        The
          Parent must ensure that, within 3 months of the first Funding Date, that
          the
          shareholders of the Parent have approved, including for the purposes of
          ASX
          Listing Rule 7.1:

         

        
          	 	
                  (a)

                	
                  the
                    issue of any shares in the Parent to any Financier or Substitute
                    Financier
                    other than Macquarie Bank Limited as a result of the exercise
                    of any
                    Call
                    Options
                    issued to that Financier transferred to that Substitute Financier
                    under
                    clause ‎17.2(e);
                    and

                


        

         

        
          	 	
                  (b)

                	
                  the
                    provision of clauses 6.2 and 6.3.

                


        

         

        
          	 	
                  9.25

                	
                  Term
                    of undertakings

                


        

         

        Unless
          the Agent (acting on the instructions of the Majority Financiers) otherwise
          agrees in writing, until:

         

        
          	 	
                  (a)

                	
                  the
                    Total Commitments are cancelled;
                    and

                


        

         

        
          	 	
                  (b)

                	
                  the
                    Secured Moneys are unconditionally repaid in full;
                    and

                


        

         

        
          	 	
                  (c)

                	
                  each
                    Security is discharged,

                


        

         

        each
          Transaction Party must, at its own cost, comply with its undertakings in
          this
          clause ‎9.

         

        
          	 	
                  10

                	
                  Events
                    of Default

                


        

         

        
          	 	
                  10.1

                	
                  Events
                    of Default

                


        

         

        It
          is an
          Event of Default, whether or not it is within the control of a Transaction
          Party, if:

         

        
          	 	
                  (a)

                	
                  failure
                    to pay:
                    a
                    Transaction Party fails to pay or repay any part of the Secured
                    Moneys
                    when due and payable by it, and the Transaction Party does not
                    remedy the
                    failure within 3 Business Days;

                


        

         

        
          	 	
                  (b)

                	
                  financial
                    undertakings: a
                    Transaction Party breaches clause ‎9.23;

                


        

         

        
          	 	
                  (c)

                	
                  non-remediable
                    failure:
                    a
                    Transaction Party fails to perform any other undertaking or obligation
                    of
                    it under any Transaction Document and that failure is not in
                    the opinion of the Agent remediable within 7 days
                    of the relevant default occurring;

                


        

         

        
          	 	
                  (d)

                	
                  remediable
                    failure:
                    the failure described in clause ‎10.1(c)
                    is in the opinion of the Agent remediable, and the Transaction
                    Party does
                    not remedy the failure within 7 days
                    of the relevant default occurring (or such longer period as the
                    Agent may
                    agree);

                


        

         

        
          	 	
                  (e)

                	
                  misrepresentation:
                    any representation or warranty or statement of a Transaction
                    Party under a
                    Transaction Document is incorrect or misleading when made or
                    repeated and
                    the circumstances giving rise to that incorrect or misleading
                    representation or warranty are not remedied within 7 days of
                    the earlier
                    of the Agent giving notice to any Transaction Party, or a Transaction
                    Party becoming aware, of that misrepresentation, breach of warranty
                    or
                    misstatement;

                


        

         

        
          
            
            

          

          
            Page
              67

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (f)

                	
                  cross
                    default:
                    any Financial Indebtedness of a Transaction Party or Kestrel
                    in excess of
                    US$100,000 (or the equivalent amounts in other
                    currencies):

                


        

         

        
          	 	
                  (1)

                	
                  becomes
                    due and payable, or becomes capable of being declared due and
                    payable,
                    before the scheduled date for payment;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  is
                    not paid when due (after taking into account any applicable grace
                    period),

                


        

         

        
          	 	
                  (g)

                	
                  Encumbrance:
                    any Encumbrance is enforced, or becomes capable of being enforced,
                    against
                    an asset of a Transaction Party or
                    Kestrel;

                


        

         

        
          	 	
                  (h)

                	
                  judgment:
                    a
                    judgment in an amount exceeding US$100,000 (or equivalent amount
                    in any
                    other currency) is obtained against a Transaction Party or Kestrel
                    and is
                    not set aside or satisfied within 10 Business
                    Days;

                


        

         

        
          	 	
                  (i)

                	
                  execution:
                    a
                    distress, attachment, execution or other process of a Government
                    Agency is
                    issued against, levied or entered upon an asset of a Transaction
                    Party or
                    Kestrel in an amount exceeding US$100,000 (or equivalent amount
                    in any
                    other currency) and is not set aside or satisfied within 10 Business
                    Days;

                


        

         

        
          	 	
                  (j)

                	
                  Controller: any
                    of the following occur:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    Controller is appointed, or any steps are taken to appoint a
                    Controller;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  a
                    resolution to appoint a Controller is passed,
                    or
                    any steps are taken to pass a resolution to appoint a
                    Controller,

                


        

         

        to
          a
          Transaction Party or Kestrel or over an asset of a Transaction Party or
          Kestrel;

         

        
          	 	
                  (k)

                	
                  winding
                    up:
                    any of the following occur:

                


        

         

        
          	 	
                  (1)

                	
                  an
                    application is made;

                


        

         

        
          	 	
                  (2)

                	
                  an
                    order is made; or

                


        

         

        
          	 	
                  (3)

                	
                  a
                    resolution is passed or
                    any steps are taken to pass a
                    resolution,

                


        

         

        for
          the
          winding up of any Transaction Party or Kestrel;

         

        
          	 	
                  (l)

                	
                  administration:
                    any of the following occur:

                


        

         

        
          	 	
                  (1)

                	
                  an
                    administrator is appointed, or any steps are taken to appoint
                    an
                    administrator; or

                


        

         

        
          	 	
                  (2)

                	
                  a
                    resolution to appoint an administrator is passed, or any steps
                    are taken
                    to pass a resolution to appoint an
                    administrator,

                


        

         

        to
          a
          Transaction Party or Kestrel;

         

        
          	 	
                  (m)

                	
                  deregistration:
                    a
                    Transaction Party or Kestrel is deregistered, or any steps are
                    taken to
                    deregister a Transaction Party or Kestrel under the Corporations
                    Act or
                    the corresponding law in the applicable place of
                    incorporation;

                


        

         

        
          	 	
                  (n)

                	
                  suspends
                    payment:
                    a
                    Transaction Party or Kestrel suspends payment of its debts
                    generally;

                


        

         

        
          
            
            

          

          
            Page
              68

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (o)

                	
                  insolvency:
                    a
                    Transaction Party or Kestrel is:

                


        

         

        
          	 	
                  (1)

                	
                  unable
                    to pay its debts when they are due;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  presumed
                    to be insolvent under the Corporations
                    Act;

                


        

         

        
          	 	
                  (p)

                	
                  arrangements:
                    a
                    Transaction Party or Kestrel enters into or resolves to enter
                    into any
                    arrangement, composition or compromise with, or assignment for
                    the benefit
                    of, any of its creditors;

                


        

         

        
          	 	
                  (q)

                	
                  reorganisation:
                    a
                    Transaction Party or Kestrel implements a merger, demerger or
                    scheme of
                    arrangement with any Person other than a merger of Kestrel with
                    and into
                    the Borrower;

                


        

         

        
          	 	
                  (r)

                	
                  analogous
                    process:
                    anything analogous to anything referred to in clauses ‎10.1(h)
                    to ‎(q)
                    (inclusive), or which has substantially similar effect, occurs
                    with
                    respect to any Transaction Party or Kestrel under any overseas
                    law or any
                    law which commences or is amended after the date of this
                    agreement;

                


        

         

        
          	 	
                  (s)

                	
                  ceasing
                    business:
                    a
                    Transaction Party or Kestrel ceases to carry on
                    business;

                


        

         

        
          	 	
                  (t)

                	
                  revocation
                    of Authorisation:
                    an Authorisation which is material to the performance by a Transaction
                    Party or Kestrel, to the validity or enforceability of a Transaction
                    Document or to the security of the Agent or the Security Trustee,
                    is
                    repealed, revoked or terminated or expires, or is modified or
                    amended or
                    conditions are attached to it in a manner unacceptable to the
                    Agent
                    (acting reasonably) and is not immediately replaced by an equivalent
                    Authorisation;

                


        

         

        
          	 	
                  (u)

                	
                  compulsory
                    acquisition:

                


        

         

        
          	 	
                  (1)

                	
                  all
                    or any material part of the Secured Property or other assets
                    of a
                    Transaction Party or Kestrel (including any of the Properties)
                    is
                    compulsorily acquired by or by order of a Government Agency or
                    under
                    law;

                


        

         

        
          	 	
                  (2)

                	
                  a
                    Government Agency orders the sale, vesting or divesting of all
                    or any
                    material part of the Secured Property or other material assets
                    of a
                    Transaction Party or Kestrel (including any of the Properties);
                    or

                


        

         

        
          	 	
                  (3)

                	
                  a
                    Government Agency takes a step for the purpose of any of the
                    above;

                


        

         

        
          	 	
                  (v)

                	
                  Environmental
                    event:
                    there is a requirement of expenditure or of cessation or alteration
                    of
                    activity, under Environmental Law, which has or is likely to
                    have, in the
                    opinion of the Majority Financiers, a Material Adverse
                    Effect;

                


        

         

        
          	 	
                  (w)

                	
                  investigation:
                    an investigation into all or part of the affairs of a Transaction
                    Party or
                    Kestrel commences under any company’s or corporations’ legislation in
                    circumstances where if adversely determined that would or would
                    be likely
                    to have, in the opinion of the Majority Financiers, a Material
                    Adverse
                    Effect;

                


        

         

        
          	 	
                  (x)

                	
                  unenforceability:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    material provision
                    of a Relevant Document is (or is claimed to be) illegal, void,
                    voidable or
                    unenforceable or does not (or is claimed not to) have the priority
                    the
                    Finance Parties intended it to
                    have;

                


        

         

        
          
            
            

          

          
            Page
              69

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (2)

                	
                  any
                    Person becomes entitled to terminate, rescind or avoid any material provision
                    of any Relevant Document; or

                


        

         

        
          	 	
                  (3)

                	
                  the
                    execution, delivery or performance of a Relevant Document by
                    a Transaction
                    Party breaches or results in a contravention of any law (or is
                    claimed to
                    be); 

                


        

         

        
          	 	
                  (4)

                	
                  a
                    law or anything done by a Government Agency wholly or partially
                    renders
                    illegal, prevents or restrict the performance or effectiveness
                    of a
                    Relevant Document or otherwise has or is likely to have, in the
                    opinion of
                    the Majority Financiers, a Material Adverse Effect;
                    or

                


        

         

        
          	 	
                  (5)

                	
                  any
                    security interest and Encumbrance or any Collateral Security
                    shall cease
                    to be in full force and effect, or shall cease to give the Security
                    Trustee, for the benefit of the Majority Financiers, the Encumbrances,
                    rights, powers and privileges purported to be created and granted
                    under
                    the Transaction Documents in favour of the Security Trustee,
                    or shall be
                    asserted by any Transaction Party not to be a valid, perfected,
                    first
                    priority security interest in or Encumbrance on the Secured Property
                    covered thereby,

                


        

         

        (“claimed”
          in this clause ‎10.1(x)
          means claimed by a Transaction Party or a Related Body Corporate of a
          Transaction Party or any party to a Transaction Document (other than a
          Finance
          Party) or anyone on behalf of them); 

         

        
          	 	
                  (y)

                	
                  change:
                    any change occurs in any business, assets, liability, ownership,
                    board
                    membership, prospects or condition (financial or otherwise) of
                    any entity
                    within the Group, which in any case, in the opinion of the Majority
                    Financiers would have a Material Adverse Effect or a material
                    adverse
                    effect on the rights of the Finance Parties under the Transaction
                    Documents;

                


        

         

        
          	 	
                  (z)

                	
                  Change
                    of Control:
                    a
                    Change of Control occurs; 

                


        

         

        
          	 	
                  (aa)

                	
                  other
                    activity:
                    the Group commences any substantive business activity unrelated
                    to mineral
                    exploration, mining and recovery;

                


        

         

        
          	 	
                  (bb)

                	
                  Delisting
                    Event:
                    a
                    Delisting Event occurs; 

                


        

         

        
          	 	
                  (cc)

                	
                  material
                    adverse effect:
                    any event or series of events (whether related or note) occurs
                    which, in
                    the opinion of the Majority Financiers, has or is likely to have
                    a
                    Material Adverse Effect or a material adverse effect on the rights
                    of the
                    Finance Parties under the Transaction Documents;
                    

                


        

         

        
          	 	
                  (dd)

                	
                  Release
                    of Liens:
                    a
                    Transaction Party or Kestrel fails to provide satisfactory evidence
                    to the
                    Agent, within 30 days of the date of this agreement, that any
                    Lien (other
                    than Permitted Encumbrances) against the Properties in favor
                    of a
                    third-party has been released or subordinated to the Finance
                    Parties on
                    terms satisfactory to the Agent (in its absolute discretion);
                    

                


        

         

        
          	 	
                  (ee)

                	
                  Governmental
                    Regulations:
                    a
                    Transaction Party or Kestrel or an Operator fails to comply in
                    all
                    material respects with any governmental regulation pertaining
                    in any way
                    to the Borrower, Kestrel, the Properties, the Hydrocarbons or
                    any of the
                    other Secured Property; 

                


        

         

        
          
            
            

          

          
            Page
              70

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (ff)

                	
                  Operator:
                    an Operator is removed or withdraws and the replacement Operator
                    is not
                    acceptable to Agent (acting reasonably);
                    or

                


        

         

        
          	 	
                  (gg)

                	
                  Decrease
                    in Working Interests or Net Revenue Interests:
                    the Working Interest or Net Revenue Interest in the Properties
                    is
                    decreased from those set out in annexure C without the prior
                    written
                    consent of Agent.

                


        

         

        
          	 	
                  10.2

                	
                  Effect
                    of Event of Default

                


        

         

        
          	 	
                  (a)

                	
                  If
                    an Event of Default occurs the Agent may, and if so directed
                    by the
                    Majority Financiers must, at any time after its occurrence by
                    notice to
                    the Borrower declare that:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    Secured Moneys are immediately due and payable;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    Commitment of each Financier is
                    cancelled,

                


        

         

        or
          make
          each of the declarations under clauses ‎10.2(a)(1)
          and ‎(2).

         

        
          	 	
                  (b)

                	
                  The
                    Borrower must immediately repay the Secured Moneys on receipt
                    of a notice
                    under clause ‎10.2(a)(1).

                


        

         

        
          	 	
                  (c)

                	
                  All
                    of the Borrower’s account debtors (including any Operator and Purchasers)
                    relating to its Working Interest or Net Revenue Interest in the
                    Properties
                    will, and upon notice by Agent to the Borrower, receive notification
                    from
                    the Agent and the Borrower, that all proceeds from sales of all
                    production
                    or transmission of Hydrocarbons from or allocable to the Borrower’s Net
                    Revenue Interest in the Properties have been assigned to the
                    Agent and are
                    to be paid into the Project Account. Immediately following an
                    Event of
                    Default the Borrower shall use its best efforts to cause all
                    Purchasers to
                    execute the assignment notifications to confirm their agreement
                    to remit
                    all proceeds from sales of all production from or allocable to
                    the
                    Borrower’s Net Revenue Interest in the Properties into the Project
                    Account.

                


        

         

        
          	 	
                  10.3

                	
                  Transaction
                    Parties to continue to
                    perform

                


        

         

        
          	 	
                  (a)

                	
                  If
                    the Agent makes a declaration under clause ‎10.2:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    declaration does not affect the obligations of a Transaction
                    Party under
                    the Transaction Documents; and

                


        

         

        
          	 	
                  (2)

                	
                  each
                    Transaction Party must continue to perform its obligations under
                    the
                    Transaction Documents as if the declaration had not been made,
                    subject to
                    any directions given by a Finance Party under any Transaction
                    Document.

                


        

         

        
          	 	
                  (b)

                	
                  Clause ‎10.3(a)
                    does not affect the Borrowers’ obligations under clause ‎10.2.

                


        

         

        
          	 	
                  10.4

                	
                  Enforcement

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Transaction Documents may be enforced without notice to a Transaction
                    Party or any other Person even if:

                


        

         

        
          
            
            

          

          
            Page
              71

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (1)

                	
                  a
                    Finance Party accepts any part of the Secured Moneys after an
                    Event of
                    Default; or

                


        

         

        
          	 	
                  (2)

                	
                  there
                    has been any other Event of
                    Default.

                


        

         

        
          	 	
                  (b)

                	
                  No
                    Finance Party is liable to any Transaction Party for any Loss
                    a
                    Transaction Party may suffer, incur or be liable for arising
                    out of or in
                    connection with a Finance Party exercising any Power, except
                    to the extent
                    specifically set out in a Transaction
                    Document.

                


        

         

        
          	 	
                  11

                	
                  Increased
                    costs and illegality

                


        

         

        
          	 	
                  11.1

                	
                  Increased
                    costs

                


        

         

        
          	 	
                  (a)

                	
                  If
                    a Financier determines that any Change in Law affecting it or
                    any of its
                    holding companies (each a Holding
                    Company)
                    directly or indirectly:

                


        

         

        
          	 	
                  (1)

                	
                  increases
                    the effective cost to the Financier of performing its obligations
                    under
                    the Transaction Documents or funding or maintaining its Commitment
                    or its
                    Pro Rata Share of the Principal
                    Outstanding;

                


        

         

        
          	 	
                  (2)

                	
                  reduces
                    any amount received or receivable by that Financier under the
                    Transaction
                    Documents; or

                


        

         

        
          	 	
                  (3)

                	
                  in
                    any other way reduces the effective return to the Financier or
                    any Holding
                    Company under the Transaction Documents or the overall return
                    on capital
                    of the Financier or any Holding
                    Company,

                


        

         

        (each
          an
Increased
          Cost),
          the
          Borrower must pay to the Financier on demand compensation for the Increased
          Cost
          to the extent attributed by the Financier or Holding Company (using the
          methods
          it considers appropriate) to the Financier ’s obligations under the Transaction
          Documents or the funding or maintenance of its Commitment or its Pro Rata
          Share
          of the Principal Outstanding.

         

        
          	 	
                  (b)

                	
                  A
                    claim under clause ‎11.1(a):

                


        

         

        
          	 	
                  (1)

                	
                  must
                    contain reasonable details of the event giving rise to the claim,
                    the
                    amount of the claim and the basis of computation of the claim;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  in
                    the absence of manifest error, is sufficient evidence of the
                    amount to
                    which the Financier is entitled under clause ‎11.1(a)
                    unless the contrary is proved.

                


        

         

        
          	 	
                  (c)

                	
                  If
                    the Borrower receives a demand from the Financier under
                    clause ‎11.1(a),
                    the Borrower may, by written notice to the Financier on or before
                    the date
                    which is 20 Business Days after the date of that demand, cancel the
                    Commitment of that Financier and prepay the Secured Moneys of
                    that
                    Financier in full.

                


        

         

        
          	 	
                  (d)

                	
                  A
                    notice under clause ‎11.1(c)
                    is irrevocable and the Borrower must, on the date which is
                    50 Business Days after the date that the notice is given, pay to
                    the
                    Agent on account of the Financier the Secured Moneys of the Financier
                    in
                    full.

                


        

         

        
          
            
            

          

          
            Page
              72

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  11.2

                	
                  Illegality

                


        

         

        
          	 	
                  (a)

                	
                  If
                    any Change in Law or other event makes it illegal for a Financier
                    to
                    perform its obligations under the Transaction Documents or fund
                    or
                    maintain its Commitment, the Financier may by notice to the
                    Borrower:

                


        

         

        
          	 	
                  (1)

                	
                  suspend
                    its obligations under the Transaction Documents for the duration
                    of the
                    illegality; or

                


        

         

        
          	 	
                  (2)

                	
                  by
                    notice to the Borrower, cancel its Commitment and require the
                    Borrower to
                    repay its Secured Moneys in full on the date which is 40 Business
                    Days after the date on which the Financier gives the notice or
                    any earlier
                    date required by, or to comply with, the applicable
                    law.

                


        

         

        
          	 	
                  (b)

                	
                  A
                    notice under clause ‎11.2(a)(2)
                    is irrevocable and the Borrower must, on the repayment date determined
                    under clause ‎11.2(a)(2),
                    pay to the Agent on account of the Financier the Secured Moneys
                    of that
                    Financier in full.

                


        

         

        
          	 	
                  12

                	
                  Guarantee
                    and indemnity

                


        

         

        
          	 	
                  12.1

                	
                  Guarantee

                


        

         

        The
          Guarantors jointly and severally and unconditionally and irrevocably guarantee
          to each Finance Party the payment of the Secured Moneys due to each Finance
          Party.

         

        
          	 	
                  12.2

                	
                  Payment

                


        

         

        
          	 	
                  (a)

                	
                  If
                    the Secured Moneys are not paid when due, each Guarantor must
                    immediately
                    on demand from the Agent pay to the Agent for the account of
                    the Finance
                    Parties the Secured Moneys in the same manner and currency as
                    the Secured
                    Moneys are required to be paid.

                


        

         

        
          	 	
                  (b)

                	
                  A
                    demand under clause ‎12.2(a)
                    may be made at any time and from time to
                    time.

                


        

         

        
          	 	
                  12.3

                	
                  Securities
                    for other money

                


        

         

        Each
          Finance Party may apply any amounts received by it or recovered under
          any:

         

        
          	 	
                  (a)

                	
                  Collateral
                    Security; or

                


        

         

        
          	 	
                  (b)

                	
                  other
                    document or agreement,

                


        

         

        which
          is
          a security for any of the Secured Moneys and any other money in the manner
          it
          determines in its absolute discretion.

         

        
          	 	
                  12.4

                	
                  Amount
                    of Secured Moneys

                


        

         

        
          	 	
                  (a)

                	
                  This
                    clause ‎12
                    applies to any amount which forms part of the Secured Moneys
                    from time to
                    time.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    obligations of each Guarantor under this clause ‎12
                    extend to any increase in the Secured Moneys as a result
                    of:

                


        

         

        
          
            
            

          

          
            Page
              73

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (1)

                	
                  any
                    amendment, supplement, renewal or replacement of any Transaction
                    Document
                    to which a Transaction Party and any Finance Party is a party;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    occurrence of any other thing.

                


        

         

        
          	 	
                  (c)

                	
                  Clause ‎12.4(b):

                


        

         

        
          	 	
                  (1)

                	
                  applies
                    regardless of whether any Guarantor is aware of or consented
                    to or is
                    given notice of any amendment, supplement, renewal or replacement
                    of any
                    agreement to which a Transaction Party and any Finance Party
                    is a party or
                    the occurrence of any other thing;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  does
                    not limit the obligations of any Guarantor under this
                    clause ‎12.

                


        

         

        
          	 	
                  12.5

                	
                  Proof
                    by Financiers

                


        

         

        In
          the
          event of the liquidation of a Transaction Party, each Guarantor authorises
          each
          Finance Party to prove for all money which any Guarantor has paid or is
          or may
          be obliged to pay under any Transaction Document, any other document or
          agreement or otherwise in respect of the Secured Moneys.

         

        
          	 	
                  12.6

                	
                  Avoidance
                    of payments

                


        

         

        
          	 	
                  (a)

                	
                  If
                    any payment, conveyance, transfer or other transaction relating
                    to or
                    affecting the Secured Moneys is:

                


        

         

        
          	 	
                  (1)

                	
                  void,
                    voidable or unenforceable in whole or in part;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  claimed
                    to be void, voidable or unenforceable and that claim is upheld,
                    conceded
                    or compromised in whole or in part,

                


        

         

        the
          liability of each Guarantor under this clause ‎12
          and
          any Power is the same as if:

         

        
          	 	
                  (3)

                	
                  that
                    payment, conveyance, transfer or transaction (or the void, voidable
                    or
                    unenforceable part of it); and

                


        

         

        
          	 	
                  (4)

                	
                  any
                    release, settlement or discharge made in reliance on any thing
                    referred to
                    in clause ‎12.6(a)(3),

                


        

         

        had
          not
          been made and each Guarantor must immediately take all action and sign
          all
          documents necessary or required by the Agent to restore to each Finance
          Party
          the benefit of this clause ‎12
          and
          any Encumbrance held by the Finance Parties immediately before the payment,
          conveyance, transfer or transaction.

         

        
          	 	
                  (b)

                	
                  Clause ‎12.6(a)
                    applies whether or not any Finance Party knew, or ought to have
                    known, of
                    anything referred to in that
                    clause.

                


        

         

        
          
            
            

          

          
            Page
              74

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  12.7

                	
                  Indemnity
                    for avoidance of Secured
                    Moneys

                


        

         

        
          	 	
                  (a)

                	
                  If
                    any of the Secured Moneys (or money which would have been Secured
                    Moneys
                    if it had not been irrecoverable) are irrecoverable by any Finance
                    Party
                    from:

                


        

         

        
          	 	
                  (1)

                	
                  any
                    Transaction Party; or

                


        

         

        
          	 	
                  (2)

                	
                  a
                    Guarantor on the footing of a
                    guarantee,

                


        

         

        the
          Guarantors jointly and severally, unconditionally and irrevocably, and
          as a
          separate and principal obligation:

         

        
          	 	
                  (3)

                	
                  indemnify
                    each Finance Party against any Loss suffered, paid or incurred
                    by that
                    Finance Party in relation to the non payment
                    of that money; and

                


        

         

        
          	 	
                  (4)

                	
                  must
                    pay the Agent for the account of the Finance Party an amount
                    equal to that
                    money.

                


        

         

        
          	 	
                  (b)

                	
                  Clause ‎12.7(a)
                    applies to the Secured Moneys (or money which would have been
                    Secured
                    Moneys if it had not been irrecoverable) which are or may be
                    irrecoverable
                    irrespective of whether:

                


        

         

        
          	 	
                  (1)

                	
                  they
                    are or may be irrecoverable because of any event described in
                    clause ‎12.12;

                


        

         

        
          	 	
                  (2)

                	
                  they
                    are or may be irrecoverable because of any other fact or
                    circumstance;

                


        

         

        
          	 	
                  (3)

                	
                  the
                    transactions or any of them relating to that money are void or
                    illegal or
                    avoided or otherwise unenforceable;
                    and

                


        

         

        
          	 	
                  (4)

                	
                  any
                    matters relating to the Secured Moneys are or should have been
                    within the
                    knowledge of any Finance Party.

                


        

         

        
          	 	
                  12.8

                	
                  No
                    obligation to marshal

                


        

         

        A
          Finance
          Party is not required to marshal or to enforce or apply under or appropriate,
          recover or exercise:

         

        
          	 	
                  (a)

                	
                  any
                    Encumbrance, Guarantee or Collateral Security or other document
                    or
                    agreement held, at any time, by or on behalf of that or any other
                    Finance
                    Party; or

                


        

         

        
          	 	
                  (b)

                	
                  any
                    money or asset which that Finance Party, at any time, holds or
                    is entitled
                    to receive.

                


        

         

        
          	 	
                  12.9

                	
                  Non-exercise
                    of Guarantors’ rights

                


        

         

        A
          Guarantor must not exercise any rights it may have inconsistent with this
          clause ‎12.

         

        
          	 	
                  12.10

                	
                  Principal
                    and independent obligation

                


        

         

        
          	 	
                  (a)

                	
                  This
                    clause ‎12
                    is:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    principal obligation and is not to be treated as ancillary or
                    collateral
                    to any other right or obligation;
                    and

                


        

         

        
          
            
            

          

          
            Page
              75

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (2)

                	
                  independent
                    of and not in substitution for or affected by any other Collateral
                    Security which any Finance Party may hold in respect of the Secured
                    Moneys
                    or any obligations of any Transaction Party or any other
                    Person.

                


        

         

        
          	 	
                  (b)

                	
                  This
                    clause ‎12
                    is enforceable against a Guarantor:

                


        

         

        
          	 	
                  (1)

                	
                  without
                    first having recourse to any Collateral
                    Security;

                


        

         

        
          	 	
                  (2)

                	
                  whether
                    or not any Finance Party has:

                


        

         

        
          	 	
                  (A)

                	
                  made
                    demand on any Transaction Party (other than any demand specifically
                    required to be given, or notice required to be issued, to a Guarantor
                    under clause ‎12.2
                    or any other provision of a Transaction
                    Document);

                


        

         

        
          	 	
                  (B)

                	
                  given
                    notice to any Transaction Party or any other Person in respect
                    of any
                    thing; or

                


        

         

        
          	 	
                  (C)

                	
                  taken
                    any other steps against any Transaction Party or any other
                    Person;

                


        

         

        
          	 	
                  (3)

                	
                  whether
                    or not any Secured Moneys is then due and payable;
                    and

                


        

         

        
          	 	
                  (4)

                	
                  despite
                    the occurrence of any event described in clause ‎12.12.

                


        

         

        
          	 	
                  12.11

                	
                  Suspense
                    account

                


        

         

        
          	 	
                  (a)

                	
                  Each
                    Finance Party may apply to the credit of a suspense account
                    any:

                


        

         

        
          	 	
                  (1)

                	
                  amounts
                    received under this clause ‎12;

                


        

         

        
          	 	
                  (2)

                	
                  dividends,
                    distributions or other amounts received in respect of the Secured
                    Moneys
                    in any liquidation; and

                


        

         

        
          	 	
                  (3)

                	
                  other
                    amounts received from a Guarantor, a Transaction Party or any
                    other Person
                    in respect of the Secured Moneys.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    Finance Party may retain the amounts in the suspense account
                    for as long
                    as it determines and is not obliged to apply them in or towards
                    satisfaction of the Secured Moneys.

                


        

         

        
          	 	
                  12.12

                	
                  Unconditional
                    nature of obligations

                


        

         

        
          	 	
                  (a)

                	
                  This
                    clause ‎12
                    and the obligations of each Guarantor under the Transaction Documents
                    are
                    absolute, binding and unconditional in all circumstances, and
                    are not
                    released or discharged or otherwise affected by anything which
                    but for
                    this provision might have that effect,
                    including:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    grant to any Transaction Party or any other Person at any time,
                    of a
                    waiver, covenant not to sue or other
                    indulgence;

                


        

         

        
          	 	
                  (2)

                	
                  the
                    release (including a release as part of any novation) or discharge
                    of any
                    Transaction Party or any other
                    Person;

                


        

         

        
          	 	
                  (3)

                	
                  the
                    cessation of the obligations, in whole or in part, of any Transaction
                    Party or any other Person under any Transaction Document or any
                    other
                    document or agreement;

                


        

         

        
          	 	
                  (4)

                	
                  the
                    liquidation of any Transaction Party or any other
                    Person;

                


        

         

        
          
            
            

          

          
            Page
              76

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (5)

                	
                  any
                    arrangement, composition or compromise entered into by any Finance
                    Party,
                    any Transaction Party or any other
                    Person;

                


        

         

        
          	 	
                  (6)

                	
                  any
                    Transaction Document or any other document or agreement being
                    in whole or
                    in part illegal, void, voidable, avoided, unenforceable or otherwise
                    of
                    limited force or effect;

                


        

         

        
          	 	
                  (7)

                	
                  any
                    extinguishment, failure, loss, release, discharge, abandonment,
                    impairment, compounding, composition or compromise, in whole
                    or in part of
                    any Transaction Document or any other document or
                    agreement;

                


        

         

        
          	 	
                  (8)

                	
                  any
                    Collateral Security being given to any Finance Party by any Transaction
                    Party or any other Person;

                


        

         

        
          	 	
                  (9)

                	
                  any
                    alteration, amendment, variation, supplement, renewal or replacement
                    of
                    any Transaction Document or any other document or
                    agreement;

                


        

         

        
          	 	
                  (10)

                	
                  any
                    moratorium or other suspension of any
                    Power;

                


        

         

        
          	 	
                  (11)

                	
                  any
                    Finance Party, a Receiver or Attorney exercising or enforcing,
                    delaying or
                    refraining from exercising or enforcing, or being not entitled
                    or unable
                    to exercise or enforce any Power;

                


        

         

        
          	 	
                  (12)

                	
                  any
                    Finance Party obtaining a judgment against any Transaction Party
                    or any
                    other Person for the payment of any of the Secured
                    Moneys;

                


        

         

        
          	 	
                  (13)

                	
                  any
                    transaction, agreement or arrangement that may take place with
                    any Finance
                    Party, any Transaction Party or any other
                    Person;

                


        

         

        
          	 	
                  (14)

                	
                  any
                    payment to any Finance Party, a Receiver or Attorney, including
                    any
                    payment which at the payment date or at any time after the payment
                    date is
                    in whole or in part illegal, void, voidable, avoided or
                    unenforceable;

                


        

         

        
          	 	
                  (15)

                	
                  any
                    failure to give effective notice to any Transaction Party or
                    any other
                    Person of any default under any Transaction Document or any other
                    document
                    or agreement;

                


        

         

        
          	 	
                  (16)

                	
                  any
                    legal limitation, disability or incapacity of any Transaction
                    Party or of
                    any other Person;

                


        

         

        
          	 	
                  (17)

                	
                  any
                    breach of any Transaction Document or any other document or
                    agreement;

                


        

         

        
          	 	
                  (18)

                	
                  the
                    acceptance of the repudiation of, or termination of, any Transaction
                    Document or any other document or
                    agreement;

                


        

         

        
          	 	
                  (19)

                	
                  any
                    Secured Moneys being irrecoverable for any
                    reason;

                


        

         

        
          	 	
                  (20)

                	
                  any
                    disclaimer by any Transaction Party or any other Person of any
                    Transaction
                    Document or any other document or
                    agreement;

                


        

         

        
          	 	
                  (21)

                	
                  any
                    assignment, novation, assumption or transfer of, or other dealing
                    with,
                    any Powers or any other rights or obligations under any Transaction
                    Document or any other document or
                    agreement;

                


        

         

        
          	 	
                  (22)

                	
                  the
                    opening of a new account of any Transaction Party with any Finance
                    Party
                    or any transaction on or relating to the new
                    account;

                


        

         

        
          
            
            

          

          
            Page
              77

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (23)

                	
                  any
                    prejudice (including material prejudice) to any Person as a result
                    of:

                


        

         

        
          	 	
                  (A)

                	
                  any
                    thing done or omitted by any Finance Party, any Transaction Party
                    or any
                    other Person;

                


        

         

        
          	 	
                  (B)

                	
                  any
                    Finance Party, a Receiver, Attorney or any other Person selling
                    or
                    realising any property the subject of a Collateral Security at
                    less than
                    the best price;

                


        

         

        
          	 	
                  (C)

                	
                  any
                    failure or neglect by any Finance Party, a Receiver, Attorney
                    or any other
                    Person to recover the Secured Moneys from any Transaction Party
                    or by the
                    realisation of any property the subject of a Collateral Security;
                    or

                


        

         

        
          	 	
                  (D)

                	
                  any
                    other thing;

                


        

         

        
          	 	
                  (24)

                	
                  the
                    receipt by any Finance Party of any dividend, distribution or
                    other
                    payment in respect of any
                    liquidation;

                


        

         

        
          	 	
                  (25)

                	
                  the
                    failure of any other Guarantor or any other Person who is intended
                    to
                    become a co-surety or co-indemnifier of that Guarantor to execute
                    this
                    agreement or any other document; or

                


        

         

        
          	 	
                  (26)

                	
                  any
                    other act, omission, matter or thing whether negligent or
                    not.

                


        

         

        
          	 	
                  (b)

                	
                  Clause ‎12.12(a)
                    applies irrespective of:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    consent or knowledge or lack of consent or knowledge, of any
                    Finance
                    Party, any Transaction Party or any other Person of any event
                    described in
                    clause ‎12.12(a);
                    or

                


        

         

        
          	 	
                  (2)

                	
                  any
                    rule of law or equity to the
                    contrary.

                


        

         

        
          	 	
                  12.13

                	
                  No
                    competition

                


        

         

        
          	 	
                  (a)

                	
                  Until
                    the Secured Moneys have been fully paid and this clause ‎12
                    has been finally discharged, a Guarantor is not entitled
                    to:

                


        

         

        
          	 	
                  (1)

                	
                  be
                    subrogated to any Finance Party;

                


        

         

        
          	 	
                  (2)

                	
                  claim
                    or receive the benefit of:

                


        

         

        
          	 	
                  (A)

                	
                  any
                    Encumbrance, Guarantee or other document or agreement of which
                    any Finance
                    Party has the benefit;

                


        

         

        
          	 	
                  (B)

                	
                  any
                    moneys held by any Finance Party;
                    or

                


        

         

        
          	 	
                  (C)

                	
                  any
                    Power;

                


        

         

        
          	 	
                  (3)

                	
                  either
                    directly or indirectly to prove in, claim or receive the benefit
                    of any
                    distribution, dividend or payment arising out of or relating
                    to the
                    liquidation of any Transaction Party liable to pay the Secured
                    Moneys,
                    except in accordance with that clause ‎12.13(b);

                


        

         

        
          	 	
                  (4)

                	
                  make
                    a claim or exercise or enforce any right, power or remedy (including
                    under
                    an Encumbrance or Guarantee or by way of contribution) against
                    any
                    Transaction Party liable to pay the Secured
                    Moneys;

                


        

         

        
          
            
            

          

          
            Page
              78

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (5)

                	
                  accept,
                    procure the grant of or allow to exist any Encumbrance in favour
                    of a
                    Guarantor from any Transaction Party liable to pay the Secured
                    Moneys;

                


        

         

        
          	 	
                  (6)

                	
                  exercise
                    or attempt to exercise any right of set-off against, or realise
                    any
                    Encumbrance taken from, any Transaction Party liable to pay the
                    Secured
                    Moneys; or

                


        

         

        
          	 	
                  (7)

                	
                  raise
                    any defence or counterclaim in reduction or discharge of its
                    obligations
                    under this clause ‎12.

                


        

         

        
          	 	
                  (b)

                	
                  If
                    required by any Finance Party, a Guarantor must prove in any
                    liquidation
                    of any Transaction Party liable to pay the Secured Moneys for
                    all money
                    owed to the Guarantor.

                


        

         

        
          	 	
                  (c)

                	
                  All
                    money recovered by a Guarantor from any liquidation or under
                    any
                    Encumbrance or Guarantee from any Transaction Party liable to
                    pay the
                    Secured Moneys must be received and held in trust by the Guarantor
                    for the
                    Finance Parties to the extent of the unsatisfied liability of
                    the
                    Guarantor under this clause ‎12.

                


        

         

        
          	 	
                  (d)

                	
                  A
                    Guarantor must not do or seek, attempt or purport to do anything
                    referred
                    to in clause ‎12.13(a).

                


        

         

        
          	 	
                  12.14

                	
                  Continuing
                    guarantee

                


        

         

        This
          clause ‎12
          is a
          continuing obligation of each Guarantor, despite:

         

        
          	 	
                  (a)

                	
                  any
                    settlement of account; or

                


        

         

        
          	 	
                  (b)

                	
                  the
                    occurrence of any other thing,

                


        

         

        and
          remains in full force and effect until:

         

        
          	 	
                  (c)

                	
                  all
                    the Secured Moneys have been paid in full;
                    and

                


        

         

        
          	 	
                  (d)

                	
                  this
                    clause ‎12
                    has been finally discharged by all the Finance
                    Parties.

                


        

         

        
          	 	
                  12.15

                	
                  Variation

                


        

         

        This
          clause ‎12
          extends to cover the Transaction Documents as amended, varied or replaced,
          whether with or without the consent of any one or more of the Guarantors,
          including any increase in the limit or maximum principal amount available
          under
          a Transaction Document.

         

        
          	 	
                  12.16

                	
                  Judgments

                


        

         

        A
          final
          judgment obtained against a relevant Transaction Party is conclusive as
          against
          each Guarantor.

         

        
          	 	
                  12.17

                	
                  Additional
                    Guarantors

                


        

         

        Each
          Transaction Party must ensure that any corporation which becomes its Subsidiary
          (not including Kestrel, to which the provisions of clause ‎9.22
          apply), within 10 Business
          Days after it becomes a Subsidiary:

         

        
          	 	
                  (a)

                	
                  executes
                    and delivers to the Agent an officer’s certificate in the form of
                    schedule 4 in respect of that Guarantor attaching documents in
                    respect of that Guarantor in the form and substance acceptable
                    to the
                    Facility Agent acting reasonably;

                


        

         

        
          
            
            

          

          
            Page
              79

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (b)

                	
                  executes
                    and delivers to the Agent a Guarantee Assumption
                    Agreement;

                


        

         

        
          	 	
                  (c)

                	
                  executes
                    and delivers to the Agent the following Encumbrances (unless
                    the Agent
                    approves otherwise in writing):

                


        

         

        
          	 	
                  (1)

                	
                  a
                    fixed and floating charge or other security interest appropriate
                    for the
                    location of the assets of that entity over all its assets and
                    undertaking
                    in a form approved by the Agent;

                


        

         

        
          	 	
                  (2)

                	
                  any
                    Collateral Security requested by the
                    Agent,

                


        

         

        (the
          New
          Securities)
          to
          secure, the Secured Moneys:

         

        
          	 	
                  (d)

                	
                  duly
                    stamps each document referred to in this clause ‎12.17;

                


        

         

        
          	 	
                  (e)

                	
                  gives
                    to the Agent all duly completed forms, notices and other documents
                    required to register or file with the appropriate Government
                    Agency any
                    document referred to in this clause ‎12.17;
                    

                


        

         

        
          	 	
                  (f)

                	
                  provides
                    the Agent with any legal opinions requested by the Agent regarding
                    the
                    enforceability of the documents (including the Encumbrances)
                    granted under
                    this clause ‎12.17;
                    

                


        

         

        
          	 	
                  (g)

                	
                  executes
                    and delivers to the Security Trustee an “Accession Deed (Security
                    Provider)” under and as defined in the Security Trust Deed;
                    

                


        

         

        
          	 	
                  (h)

                	
                  delivers
                    to the Security Trustee all documents and evidence of title to
                    the
                    property to be charged or mortgaged by the New Securities;
                    and

                


        

         

        
          	 	
                  (i)

                	
                  does
                    everything that any Finance Party may reasonably request to ensure
                    the
                    enforceability of its obligations as a Guarantor and a Security
                    Provider
                    and as a “Security Provider” under the Security Trust
                    Deed.

                


        

         

        
          	 	
                  12.18

                	
                  Limited
                    recourse - Parent

                


        

         

        
          	 	
                  (a)

                	
                  The:

                


        

         

        
          	 	
                  (1)

                	
                  recourse
                    of the Finance Parties to the Parent or any asset of the Parent
                    under or
                    in connection with the guarantee and indemnity given by it in
                    this clause
                    ‎12;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  liability
                    of the Parent to the Finance Parties under or in connection with
                    the
                    guarantee and indemnity given by it in this clause ‎12,

                


        

         

        is
          limited to the Secured Property of the Parent and the amount that is recovered
          by the Finance Parties from such Secured Property pursuant to the exercise
          by a
          Finance Party of their enforcement and other rights under the Transaction
          Documents or otherwise in relation to such Secured Property. 

         

        
          	 	
                  (b)

                	
                  No
                    Finance Party may exercise any Power which is inconsistent with
                    the
                    limitations on the recovery rights of the Finance Parties against
                    the
                    Parent as set out in clause ‎12.18(a).

                


        

         

        
          	 	
                  (c)

                	
                  Nothing
                    in this clause ‎12.18
                    applies to or limits any right of the Parent under any provision
                    of this
                    agreement other than clause ‎12.
                    

                


        

         

        
          
            
            

          

          
            Page
              80

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  12.19

                	
                  Extent
                    of Guarantor’s obligations

                


        

         

        
          	 	
                  (a)

                	
                  If
                    more than one person is named as “Guarantor”, each of them is liable for
                    all the obligations under this clause 12 both individually and
                    jointly
                    with any one or more other persons named as
                    “Guarantor”.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    guarantee and indemnity in this clause 12 takes effect as a
                    cross-guarantee and cross-indemnity when one or more of the Transaction
                    Parties are the same as one or more of the Guarantors. In those
                    circumstances, it is a separate guarantee and indemnity in relation
                    to the
                    obligations of each Transaction Party as if that person
                    were:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    only person included in the definition of “Transaction Party”;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  excluded
                    from the definition of “Guarantor”.

                


        

         

        
          	 	
                  13

                	
                  Indemnities
                    and Break Costs

                


        

         

        
          	 	
                  13.1

                	
                  General
                    indemnity

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Borrower indemnifies each Finance Party against any Loss which
                    that
                    Finance Party, a Receiver (whether acting as agent of the Borrower
                    or of a
                    Finance Party) or an Attorney pays, suffers, incurs or is liable
                    for, in
                    respect of any of the following:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    Funding Portion required by a Funding Notice not being made for
                    any reason
                    including any failure by a Transaction Party to fulfil any condition
                    precedent contained in clause ‎2,
                    but excluding any default by that Finance
                    Party;

                


        

         

        
          	 	
                  (2)

                	
                  the
                    occurrence of any Default;

                


        

         

        
          	 	
                  (3)

                	
                  a
                    Finance Party exercising its Powers consequent upon or arising
                    out of the
                    occurrence of any Default;

                


        

         

        
          	 	
                  (4)

                	
                  the
                    non-exercise, attempted exercise, exercise or delay in the exercise
                    of any
                    Power;

                


        

         

        
          	 	
                  (5)

                	
                  any
                    act or omission of a Security Provider or any of its employees
                    or
                    agents;

                


        

         

        
          	 	
                  (6)

                	
                  the
                    occupation, use or ownership of any Secured Property by a Security
                    Provider or any of its employees or
                    agents;

                


        

         

        
          	 	
                  (7)

                	
                  any
                    workers’ compensation claim by any employee of a Security
                    Provider;

                


        

         

        
          	 	
                  (8)

                	
                  any
                    insurance policy in respect of any Secured
                    Property;

                


        

         

        
          	 	
                  (9)

                	
                  any
                    compulsory acquisition or statutory or judicial divestiture of
                    any Secured
                    Property; 

                


        

         

        
          	 	
                  (10)

                	
                  any
                    other thing in respect of a Security or any Secured Property;
                    

                


        

         

        
          	 	
                  (11)

                	
                  any
                    failure to issue (or defect in the issue of) any Call Options
                    when
                    required under this agreement, or any failure to issue (or defect
                    in the
                    issue of) Exercise Shares on the exercise of any Call Options;
                    

                


        

         

        
          
            
            

          

          
            Page
              81

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (12)

                	
                  any
                    payment made by a Financier to the Agent under clause ‎16.11;

                


        

         

        
          	 	
                  (13)

                	
                  the
                    repayment of any Funding Portion under Tranche A prior to the
                    Maturity
                    Date (including any voluntary prepayment of all or part of any
                    Funding
                    Portion under clause ‎3.4,
                    but excluding any prepayment of all or any part of a Funding
                    Portion as a
                    consequence of the exercise of a Call Option in accordance with
                    clause
                    ‎6).

                


        

         

        
          	 	
                  (b)

                	
                  The
                    indemnity in clause ‎13.1(a),
                    includes:

                


        

         

        
          	 	
                  (1)

                	
                  an
                    amount called “break costs”. These may by calculated by any method amount
                    determined by the relevant Finance Party including by reference
                    to any
                    Loss it being incurs by reason of:

                


        

         

        
          	 	
                  (A)

                	
                  the
                    liquidation or re-employment of deposits or other funds acquired
                    or
                    contracted for by the Finance Party to fund or maintain its Commitment;
                    or

                


        

         

        
          	 	
                  (B)

                	
                  the
                    termination of arrangements it has made with others to fund (or
                    to
                    maintain its funding of) financial accommodation under the Transaction
                    Documents or to hedge or swap its funding of the transactions
                    contemplated
                    by the Transaction Documents under any hedge or swap arrangement,
                    instrument or contract, whether with an external party or an
                    internal
                    department; and

                


        

         

        
          	 	
                  (2)

                	
                  loss
                    of margin,

                


        

         

        but
          does
          not include any Loss paid, suffered, incurred or for which a Finance Party
          is
          liable for, or any “break costs” in respect of the repayment of any Funding
          Portion under Tranche B prior to the Maturity Date.

         

        
          	 	
                  13.2

                	
                  Break
                    Costs

                


        

         

        The
          Borrower must, within 3 Business Days of demand by the Agent, pay to the
          Agent for the account of each Finance Party its Break Costs attributable
          to all
          or any part of a Funding Portion being prepaid or repaid by the Borrower
          on a
          day other than the last day of the Interest Period for that Funding
          Portion.

         

        
          	 	
                  13.3

                	
                  Foreign
                    currency indemnity

                


        

         

        If,
          at
          any time:

         

        
          	 	
                  (a)

                	
                  a
                    Finance Party, a Receiver or an Attorney receives or recovers
                    any amount
                    payable by a Transaction Party
                    including:

                


        

         

        
          	 	
                  (1)

                	
                  under
                    any judgment or order of any Government
                    Agency;

                


        

         

        
          	 	
                  (2)

                	
                  for
                    any breach of any Transaction
                    Document;

                


        

         

        
          	 	
                  (3)

                	
                  on
                    the liquidation or bankruptcy of the Transaction Party or any
                    proof or
                    claim in that liquidation or bankruptcy;
                    or

                


        

         

        
          	 	
                  (4)

                	
                  any
                    other thing into which the obligations of the Transaction Party
                    may have
                    become merged; and

                


        

         

        
          
            
            

          

          
            Page
              82

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (b)

                	
                  the
                    Payment Currency is not the Relevant
                    Currency,

                


        

         

        the
          Borrower indemnifies each Finance Party, Receiver or Attorney against any
          shortfall between the amount payable in the Relevant Currency and the amount
          actually or notionally received or recovered by each Finance Party, Receiver
          or
          Attorney after the Payment Currency is converted or translated into the
          Relevant
          Currency under clause ‎13.4.

         

        
          	 	
                  13.4

                	
                  Conversion
                    of currencies

                


        

         

        In
          making
          any currency conversion under clause ‎13.2,
          a
          Finance Party, Receiver or Attorney may itself or through its bankers purchase
          one currency with another, whether or not through an intermediate currency,
          whether spot or forward, in the manner and amounts and at the times it
          thinks
          fit.

         

        
          	 	
                  13.5

                	
                  Continuing
                    indemnities and evidence of
                    loss

                


        

         

        
          	 	
                  (a)

                	
                  Each
                    indemnity of a Transaction Party in a Transaction Document is
                    a continuing
                    obligation of the Transaction Party,
                    despite:

                


        

         

        
          	 	
                  (1)

                	
                  any
                    settlement of account; or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    occurrence of any other thing,

                


        

         

        and
          remains in full force and effect until:

         

        
          	 	
                  (3)

                	
                  the
                    Secured Moneys are fully and finally repaid;
                    and

                


        

         

        
          	 	
                  (4)

                	
                  each
                    Security has been finally
                    discharged.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    indemnity of a Transaction Party in a Transaction Document is
                    an
                    additional, separate and independent obligation of a Transaction
                    Party and
                    no one indemnity limits the general nature of any other
                    indemnity.

                


        

         

        
          	 	
                  (c)

                	
                  Each
                    indemnity of a Transaction Party in a Transaction Document survives
                    the
                    termination of any Transaction
                    Document.

                


        

         

        
          	 	
                  (d)

                	
                  A
                    certificate given by an Officer of a Finance Party detailing
                    the amount of
                    any Loss covered by any indemnity in a Transaction Document is
                    sufficient
                    evidence unless the contrary is
                    proved.

                


        

         

        
          	 	
                  14

                	
                  Fees,
                    Tax, costs and expenses

                


        

         

        
          	 	
                  14.1

                	
                  Fees

                


        

         

        The
          Borrower must pay to Macquarie Bank Limited for its own account the fees
          and
          other amounts agreed between the Borrower and Macquarie Bank Limited in
          the
          relevant Fee Letter.

         

        
          	 	
                  14.2

                	
                  Agent’s
                    fees

                


        

         

        The
          Borrower must pay to the Agent for its own account the fees and other amounts
          agreed between the Borrower and the Agent in the relevant Fee Letter.


         

        
          
            
            

          

          
            Page
              83

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  14.3

                	
                  Security
                    Trustee’s Fees

                


        

         

        The
          Borrower must pay the Security Trustee for its own account the fees and
          other
          amounts agreed between the Borrower and the Security Trustee in the relevant
          Fee
          Letter.

         

        
          	 	
                  14.4

                	
                  Costs
                    and expenses

                


        

         

        The
          Borrower must pay all costs and expenses of each Finance Party in relation
          to:

         

        
          	 	
                  (a)

                	
                  the
                    negotiation, preparation, execution, delivery, stamping, registration,
                    completion, variation and discharge of any Transaction
                    Document;

                


        

         

        
          	 	
                  (b)

                	
                  the
                    enforcement, protection or waiver of any rights under any Transaction
                    Document;

                


        

         

        
          	 	
                  (c)

                	
                  the
                    consent or approval of a Finance Party given under any Transaction
                    Document; and

                


        

         

        
          	 	
                  (d)

                	
                  any
                    enquiry by a Government Agency involving the Borrower, the Parent
                    or any
                    member of the Group,

                


        

         

        including:

         

        
          	 	
                  (e)

                	
                  any
                    administration costs of each Finance Party in relation to the
                    matters
                    described in clause ‎14.4(c)
                    or ‎(d);
                    and

                


        

         

        
          	 	
                  (f)

                	
                  any
                    legal costs and expenses and any professional consultant’s fees, on a full
                    indemnity basis.

                


        

         

        
          	 	
                  14.5

                	
                  GST

                


        

         

        
          	 	
                  (a)

                	
                  If
                    GST is or will be imposed on a supply made under or in connection
                    with a
                    Transaction Document by a Finance Party, the Finance Party may,
                    to the
                    extent that the consideration otherwise provided for that supply
                    is not
                    stated to include an amount in respect of GST on the
                    supply:

                


        

         

        
          	 	
                  (1)

                	
                  increase
                    the consideration otherwise provided for that supply under the
                    Transaction
                    Document by the amount of that GST;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  otherwise
                    recover from the recipient of the supply the amount of that
                    GST.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    Finance Party must issue a Tax Invoice to the recipient of the
                    supply no
                    later than 5 Business Days after payment to the Finance Party of the
                    GST inclusive consideration for that
                    supply.

                


        

         

        
          	 	
                  15

                	
                  Interest
                    on overdue amounts

                


        

         

        
          	 	
                  15.1

                	
                  Payment
                    of interest

                


        

         

        Each
          Transaction Party must pay interest on:

         

        
          	 	
                  (a)

                	
                  any
                    of the Secured Moneys due and payable by it, but unpaid;
                    and

                


        

         

        
          	 	
                  (b)

                	
                  any
                    interest payable but unpaid under this clause ‎15.

                


        

         

        
          
            
            

          

          
            Page
              84

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  15.2

                	
                  Accrual
                    of interest

                


        

         

        The
          interest payable under this clause ‎15:

         

        
          	 	
                  (a)

                	
                  accrues
                    from day to day from and including the due date for payment up
                    to the
                    actual date of payment, before and, as an additional and independent
                    obligation, after any judgment or other thing into which the
                    liability to
                    pay the Secured Moneys becomes merged;
                    and

                


        

         

        
          	 	
                  (b)

                	
                  may
                    be capitalised at monthly
                    intervals.

                


        

         

         

        
          	 	
                  15.3

                	
                  Rate
                    of interest

                


        

         

        The
          rate
          of interest payable under this clause ‎15
          on any
          part of the Secured Moneys is the higher of:

         

        
          	 	
                  (a)

                	
                  the
                    Overdue Rate;

                


        

         

        
          	 	
                  (b)

                	
                  on
                    the date that part of the Secured Moneys becomes due and payable
                    but is
                    unpaid; and

                


        

         

        
          	 	
                  (1)

                	
                  on
                    each date which is 1 month after the immediately preceding date on
                    which the Overdue Rate was determined under this clause ‎15.3(a);
                    and

                


        

         

        
          	 	
                  (c)

                	
                  the
                    rate fixed or payable under a judgment or other thing referred
                    to in
                    clause ‎15.2(a).

                


        

         

         

        
          	 	
                  16

                	
                  Relations
                    between Agent and
                    Financier

                


        

         

         

        
          	 	
                  16.1

                	
                  Appointment
                    of Agent

                


        

         

        Each
          Financier appoints the Agent to act as its agent under the Transaction
          Documents
          and authorises the Agent to do the following on its behalf:

         

        
          	 	
                  (a)

                	
                  amend
                    or waive compliance with any provision of the Transaction Documents
                    in
                    accordance with the Transaction
                    Documents;

                


        

         

        
          	 	
                  (b)

                	
                  all
                    things which the Transaction Documents expressly require the
                    Agent to do,
                    or contemplate are to be done by the Agent, on behalf of the
                    Financiers;
                    and

                


        

         

        
          	 	
                  (c)

                	
                  all
                    things which are incidental or ancillary to the Powers of the
                    Agent
                    described in clauses ‎16.1(a)
                    or ‎(b).

                


        

         

         

        
          	 	
                  16.2

                	
                  Agent’s
                    capacity

                


        

         

        The
          Agent:

         

        
          	 	
                  (a)

                	
                  in
                    its capacity as a Financier, has the same obligations and Powers
                    under
                    each Transaction Document as any other Financier as though it
                    were not
                    acting as the Agent; and

                


        

         

        
          	 	
                  (b)

                	
                  may
                    engage in any kind of banking or other business with any Transaction
                    Party
                    without having to notify or account to the
                    Financiers.

                


        

         

        
          
            
            

          

          
            Page
              85

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  16.3

                	
                  Agent’s
                    obligations

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Agent has only those duties and obligations which are expressly
                    specified
                    in the Transaction Documents. 

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Agent is not required to:

                


        

         

        
          	 	
                  (1)

                	
                  keep
                    itself informed as to the affairs of any Transaction Party or
                    its
                    compliance with any Transaction Document;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  review
                    or check the accuracy or completeness of any document or information
                    it
                    forwards to any Financier or other
                    Person.

                


        

         

         

        
          	 	
                  16.4

                	
                  Agent’s
                    powers

                


        

         

        
          	 	
                  (a)

                	
                  Except
                    as specifically set out in the Transaction Documents (including
                    clause ‎16.5),
                    the Agent may exercise its Powers under the Transaction
                    Documents:

                


        

         

        
          	 	
                  (1)

                	
                  as
                    it thinks fit in the best interests of the Financiers;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  without
                    consulting with or seeking the instructions of the
                    Financiers.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    exercise by the Agent of any Power in accordance with this
                    clause ‎16
                    binds all the Financiers.

                


        

         

         

        
          	 	
                  16.5

                	
                  Instructions
                    to Agent

                


        

         

        The
          Agent:

         

        
          	 	
                  (a)

                	
                  must
                    exercise its Powers in accordance with any instructions given
                    to it by the
                    Majority Financiers or, if specifically required to do so under
                    a
                    Transaction Document, all
                    Financiers;

                


        

         

        
          	 	
                  (b)

                	
                  must
                    not amend or waive any provision of a Transaction Document which
                    has the
                    effect of: 

                


        

         

        
          	 	
                  (1)

                	
                  increasing
                    the obligations of any Financier; or


                


        

         

        
          	 	
                  (2)

                	
                  changing
                    the terms of payment of any amounts payable under the Transaction
                    Documents; or 

                


        

         

        
          	 	
                  (3)

                	
                  changing
                    the manner in which those payments are to be
                    applied,

                


        

         

        without
          the consent of all the Financiers;

         

        
          	 	
                  (c)

                	
                  must
                    not amend or waive any other provision of any Transaction Document
                    without
                    the consent of the Majority Financiers unless the Agent is satisfied
                    that
                    the amendment is made to correct a manifest error or an error
                    of a formal
                    or technical nature only; or

                


        

         

        
          	 	
                  (d)

                	
                  must
                    not otherwise exercise any Power which the Transaction Documents
                    specify
                    are to be exercised with the consent or in accordance with the
                    instructions of the Majority Financiers or some other number
                    of
                    Financiers, or amend any such requirement, except with that consent
                    or in
                    accordance with those instructions;
                    and

                


        

         

        
          	 	
                  (e)

                	
                  may
                    refrain from acting, whether in accordance with the instructions
                    of the
                    Financiers or otherwise, until it has received security for any
                    amount it
                    reasonably believes may become payable to it by the Financiers
                    under
                    clause ‎16.11.

                


        

         

        
          
            
            

          

          
            Page
              86

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  16.6

                	
                  Assumptions
                    as to authority

                


        

         

        Each
          Transaction Party may assume, with inquiry, that any action of the Agent
          under
          the Transaction Documents is in accordance with any required authorisations,
          consents or instructions from the Financiers.

         

        
          	 	
                  16.7

                	
                  Agent’s
                    liability

                


        

         

        Neither
          the Agent nor any Related Body Corporate of the Agent nor any of their
          respective directors, officers, employees, agents or successors is responsible
          to the Financiers or a Transaction Party for:

         

        
          	 	
                  (a)

                	
                  any
                    recitals, statements, representations or warranties contained
                    in any
                    Transaction Document, or in any certificate or other document
                    referred to
                    or provided for in, or received by any of them under, any Transaction
                    Document;

                


        

         

        
          	 	
                  (b)

                	
                  the
                    value, validity, effectiveness, genuineness, enforceability or
                    sufficiency
                    of any Transaction Document (other than as against the Agent)
                    or any other
                    certificate or document referred to or provided for in, or received
                    by any
                    of them under, any Transaction
                    Document;

                


        

         

        
          	 	
                  (c)

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

                


        

         

        
          	 	
                  (d)

                	
                  any
                    action taken or omitted to be taken by it or them under any Transaction
                    Document or in connection with any Transaction Document except
                    in the case
                    of its or their own fraud or wilful misconduct or gross negligence.

                


        

         

         

        
          	 	
                  16.8

                	
                  Delegation

                


        

         

        The
          Agent
          may employ agents and attorneys.

         

         

        
          	 	
                  16.9

                	
                  Agent
                    entitled to rely

                


        

         

        The
          Agent
          may rely on: 

         

        
          	 	
                  (a)

                	
                  any
                    certificate, communication, notice or other document (including
                    any
                    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
                    Person or
                    Persons; and 

                


        

         

        
          	 	
                  (b)

                	
                  advice
                    and statements of solicitors, independent accountants and other
                    experts
                    selected by the Agent with reasonable
                    care.

                


        

         

         

        
          	 	
                  16.10

                	
                  Provision
                    of information

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Agent must forward to each
                    Financier:

                


        

         

        
          	 	
                  (1)

                	
                  notice
                    of the occurrence of any Default promptly after the Agent becomes
                    actually
                    aware of it; and

                


        

         

        
          
            
            

          

          
            Page
              87

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (2)

                	
                  a
                    copy of each report, notice or other document promptly after
                    the Agent
                    receives it from a Transaction Party under any Transaction
                    Document.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Agent is not to be regarded as being actually aware of the occurrence
                    of a
                    Default unless the Agent:

                


        

         

        
          	 	
                  (1)

                	
                  is
                    actually aware that any payment due by a Transaction Party under
                    the
                    Transaction Documents has not been made; or


                


        

         

        
          	 	
                  (2)

                	
                  has
                    received notice from a Financier or a Transaction Party stating
                    that a
                    Default has occurred describing the same and stating that the
                    notice is a
                    Default
                    Notice.

                


        

         

        
          	 	
                  (c)

                	
                  If
                    the Agent receives a Default Notice the Agent may treat any such
                    Default
                    as continuing until it has received a further Default Notice
                    from the
                    party giving the original notice stating that the Default is
                    no longer
                    continuing and the Agent is entitled to rely on such second notice
                    for all
                    purposes under the Transaction
                    Documents.

                


        

         

        
          	 	
                  (d)

                	
                  The
                    Agent is not to be regarded as having received any report, notice
                    or other
                    document or information unless it has been given to it in accordance
                    with
                    clause ‎19.3.

                


        

         

        
          	 	
                  (e)

                	
                  Except
                    as specified in clause ‎16.10(a)
                    and as otherwise expressly required by the Transaction Documents,
                    the
                    Agent has no duty or responsibility to provide any Financier
                    with any
                    information concerning the affairs of any Transaction Party or
                    other
                    Person which may come into the Agent’s
                    possession.

                


        

         

        
          	 	
                  (f)

                	
                  Nothing
                    in any Transaction Document obliges the Agent to disclose any
                    information
                    relating to any Transaction Party or other Person if the disclosure
                    would
                    constitute a breach of any law, duty of secrecy or duty of
                    confidentiality.

                


        

         

         

        
          	 	
                  16.11

                	
                  Indemnity
                    by Financiers

                


        

         

        The
          Financiers severally indemnify the Agent (to the extent not reimbursed
          by any
          Transaction Party) in their Pro Rata Shares against any Loss which the
          Agent
          pays, suffers, incurs or is liable for in acting as Agent, except to the
          extent
          attributable to the Agent’s fraud, wilful misconduct or negligence.

         

         

        
          	 	
                  16.12

                	
                  Independent
                    appraisal by Financiers

                


        

         

        Each
          Financier acknowledges that it has made and must continue to make, independently
          and without reliance on the Agent or any other Financier, and based on
          the
          documents and information it considers appropriate, its own investigation
          into
          and appraisal of:

         

        
          	 	
                  (a)

                	
                  the
                    affairs of each Transaction Party;

                


        

         

        
          	 	
                  (b)

                	
                  the
                    accuracy and sufficiency of any information on which it has relied
                    in
                    connection with its entry into the Transaction Documents;
                    and

                


        

         

        
          	 	
                  (c)

                	
                  the
                    legality, validity, effectiveness, enforceability and sufficiency
                    of each
                    Transaction Document.

                


        

         

        
          
            
            

          

          
            Page
              88

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  16.13

                	
                  Resignation
                    and removal of Agent

                


        

         

        
          	 	
                  (a)

                	
                  The
                    Agent may, by notice to the Borrower and the Financiers, resign
                    at any
                    time and the Majority Financiers may, by notice to the Borrower
                    and the
                    Agent, remove the Agent from office. The resignation or removal
                    of the
                    Agent takes effect on appointment of a successor Agent in accordance
                    with
                    this clause ‎16.13.

                


        

         

        
          	 	
                  (b)

                	
                  When
                    a notice of resignation or removal is given, the Majority Financiers
                    may
                    appoint a successor Agent. If no successor Agent is appointed
                    within
                    20 Business Days, the Agent may appoint a successor
                    Agent.

                


        

         

        
          	 	
                  (c)

                	
                  When
                    a successor Agent is appointed, and executes an undertaking to
                    be bound as
                    successor Agent under the Transaction Documents, the successor
                    Agent
                    succeeds to and becomes vested with all the Powers and duties
                    of the
                    retiring Agent, and the retiring Agent is discharged from its
                    duties and
                    obligations under the Transaction
                    Documents.

                


        

         

        
          	 	
                  (d)

                	
                  After
                    any retiring Agent’s resignation or removal, this agreement continues in
                    effect in respect of any actions which the Agent took or omitted
                    to take
                    while acting as the Agent.

                


        

         

         

        
          	 	
                  16.14

                	
                  Institution
                    of actions by Financiers

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Financier must not institute any legal proceedings against a
                    Transaction
                    Party to recover amounts owing to it under the Transaction Documents,
                    without giving the Agent and each other Financier a reasonable
                    opportunity
                    to join in the proceedings or agree to share the costs of the
                    proceedings.

                


        

         

        
          	 	
                  (b)

                	
                  If
                    a Financier 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 by the Finance Party bringing
                    the action),
                    it is not entitled to share in any amount recovered by the action
                    until
                    all the Finance Parties 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.

                


        

         

         

        
          	 	
                  16.15

                	
                  Identity
                    of Financiers

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Financier must notify the Agent of any assignment or novation
                    of that
                    Financiers’ rights or obligations under any Transaction Document in
                    accordance with clause ‎16.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Agent may treat each Financier as the absolute legal and beneficial
                    holder
                    of its rights under the Transaction Documents for all purposes,
                    despite
                    any notice to the contrary, unless otherwise required by
                    law.

                


        

         

         

        
          	 	
                  16.16

                	
                  Electronic
                    transmission of notices

                


        

         

        Commencing
          on a date to be determined by the Agent and notified to the other parties
          to
          this agreement, notices, requests, demands, consents, approvals, agreements
          or
          other communications to or by the Agent under the Transaction
          Documents:

         

        
          
            
            

          

          
            Page
              89

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (a)

                	
                  may
                    be given by means of a secure website established by the Agent,
                    access to
                    which is restricted to the parties to the Transaction Documents
                    (and,
                    where applicable, their financial and legal advisers);
                    and

                


        

         

        
          	 	
                  (b)

                	
                  will
                    be taken to be given or made on:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    notice being posted on the secure website;
                    and

                


        

         

        
          	 	
                  (2)

                	
                  receipt
                    by the Agent of a delivery receipt in respect of an e-mail the
                    Agent has
                    sent to the relevant party’s nominated email address (as notified to the
                    Agent at least 5 days before any e-mail is sent by the Agent or
                    notice posted on the secure website) advising that the notice
                    has become
                    available on the secure website.

                


        

         

        
          	 	
                  16.17

                	
                  Instructions

                


        

         

        The
          parties acknowledge and agree that an Agent in giving any notice, consent,
          approval, waiver, variation, direction, agreement or other communication,
          or
          forming an opinion, will be acting on the instructions of the Financiers
          in
          accordance with this agreement. Where references to “acting reasonably”, “in the
          opinion”, “being satisfied”, “acting in good faith” or similar expressions are
          used in connection with an Agent, such references shall be construed to
          refer to
          each of the Financiers from whom the Agent is required, or does, obtain
          instructions in so acting.

         

        
          	 	
                  17

                	
                  Assignment
                    and substitution

                


        

         

         

        
          	 	
                  17.1

                	
                  Assignment
                    by Transaction Party

                


        

         

        A
          Transaction Party must not assign or novate any of its rights or obligations
          under a Transaction Document without the Agent’s prior written
          consent.

         

        
          	 	
                  17.2

                	
                  Assignment
                    by Financiers

                


        

         

        Any
          Financier (the Transferor)
          may
          assign or novate any of its rights and obligations under a Transaction
          Document
          to any bank or other recognised financial institution (including any investment
          or hedge fund) (the Transferee)
          without
          the consent of any Transaction Party if:

         

        
          	 	
                  (a)

                	
                  any
                    necessary prior Authorisation is
                    obtained;

                


        

         

        
          	 	
                  (b)

                	
                  where
                    the Financier is novating any of its rights and obligations under
                    a
                    Transaction Document, the novation is effected in accordance
                    with
                    clause ‎17.3;
                    

                


        

         

        
          	 	
                  (c)

                	
                  if
                    the dealing is with part of the Commitment of that Financier,
                    it must be
                    in a minimum amount of US$1,000,000 and an integral multiple
                    of US$500,000
                    and so that its remaining Commitment is at least US$1,000,000;
                    and

                


        

         

        
          	 	
                  (d)

                	
                  it
                    notifies the Agent and the Borrower;
                    and

                


        

         

        
          	 	
                  (e)

                	
                  at
                    the same time as the assignment or novation it transfers to the
                    Transferee:

                


        

         

        
          
            
            

          

          
            Page
              90

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (1)

                	
                  1
                    Tranche A Call Option for each US$1 of Commitment for Tranche
                    A,
                    transferred or novated to the Transferee; and


                


        

         

        
          	 	
                  (2)

                	
                  1
                    Tranche B Call Option for each US$1 of Commitment for Tranche
                    B
                    transferred or novated to the
                    Transferee.

                


        

         

         

        
          	 	
                  17.3

                	
                  Substitution
                    certificate

                


        

         

        
          	 	
                  (a)

                	
                  If
                    a Financier wishes to novate any of its rights and obligations
                    under a
                    Transaction Document to a Substitute Financier, it must notify
                    the Agent
                    at least 5 Business Days before the substitution (or such shorter
                    period as the Agent approves), of the
                    following:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    name of the Substitute Financier;

                


        

         

        
          	 	
                  (2)

                	
                  the
                    proportion of its Commitment and its Principal Outstanding to
                    be assumed
                    by the Substitute Financier; and

                


        

         

        
          	 	
                  (3)

                	
                  the
                    proposed date of the substitution.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Retiring Financier and the Substitute Financier must execute
                    a
                    substitution certificate in the form of annexure B and deliver
                    it to the
                    Agent at least 2 Business Days before the substitution (or such
                    shorter period as the Agent
                    approves).

                


        

         

        
          	 	
                  (c)

                	
                  When
                    the Agent receives a substitution certificate under
                    clause ‎17.3(b)
                    it is authorised to, and must:

                


        

         

        
          	 	
                  (1)

                	
                  execute
                    it on behalf of all the parties to this agreement other than
                    the Retiring
                    Financier;

                


        

         

        
          	 	
                  (2)

                	
                  notify
                    each of the parties to this agreement of the substitution;
                    and

                


        

         

        
          	 	
                  (3)

                	
                  deliver
                    copies of it to the Borrower, the Retiring Financier and the
                    Substitute
                    Financier.

                


        

         

        
          	 	
                  (d)

                	
                  If
                    any Call Options are to be transferred under this clause ‎17
                    the Retiring Financier must promptly return the Call Options
                    Certificates
                    held by it for relevant Call Options to the Parent and the Parent
                    must
                    issue to the Retiring Financier and the Substitute Financier
                    Call Option
                    Certificates for the balances of Call Options held by them following
                    that
                    transfer (with each Call Option Certificate to evidence not more
                    than
                    500,000 Call Options).

                


        

         

         

        
          	 	
                  17.4

                	
                  Assist

                


        

         

        Each
          party must do any thing which the Agent reasonably requests including,
          executing
          any documents or amending any Transaction Document, to effect any transfer,
          assignment, novation or substitution under this clause ‎16.

         

         

        
          	 	
                  17.5

                	
                  Securitisation
                    permitted

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Financier may, without having to obtain the consent of or notify
                    a
                    Transaction Party, assign, transfer, sub-participate or otherwise
                    deal
                    with any of its rights under this agreement (but not any Call
                    Options) to
                    a trustee of a trust, a company or any other entity which in
                    each case is
                    established for the purposes of securitisation (Securitisation
                    Dealing).

                


        

         

        
          	 	
                  (b)

                	
                  Despite
                    any Securitisation Dealing by a
                    Financier:

                


        

         

        
          
            
            

          

          
            Page
              91

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (1)

                	
                  the
                    Financier must continue to perform all its obligations under
                    this
                    agreement; and

                


        

         

        
          	 	
                  (2)

                	
                  any
                    amount paid by the Transaction Party to the Agent for the account
                    of the
                    Financier will satisfy the Transaction Party’s obligation to make that
                    payment until the Transaction Party
                    is:

                


        

         

        
          	 	
                  (A)

                	
                  given
                    notice by the Financier of the Securitisation Dealing;
                    and

                


        

         

        
          	 	
                  (B)

                	
                  directed
                    by the Financier to pay any amount payable by the Transaction
                    Party under
                    this agreement to the relevant assignee, transferee or
                    sub-participant.

                


        

         

         

        
          	 	
                  17.6

                	
                  Participation
                    permitted

                


        

         

        A
          Financier may grant a participation interest (being a right to share in
          the
          financial benefits of this agreement, without any rights against a Transaction
          Party) in any of the Financier’s rights and benefits under this agreement to any
          other bank or other recognised financial institution (including any investment
          or hedge fund) without having to obtain the consent of or to notify a
          Transaction Party.

         

         

        
          	 	
                  17.7

                	
                  Lending
                    Office

                


        

         

        
          	 	
                  (a)

                	
                  A
                    Financier may change its Lending Office at any
                    time.

                


        

         

        
          	 	
                  (b)

                	
                  A
                    Financier must promptly notify the Agent and the Borrower of
                    the
                    change.

                


        

         

         

        
          	 	
                  17.8

                	
                  No
                    increase in costs

                


        

         

        If
          a
          Financier assigns or novates any of its rights or obligations under any
          Transaction Document or changes its Lending Office, no Transaction Party
          is
          required to pay any net increase in the aggregate amount of costs, Taxes,
          fees
          or charges which:

         

        
          	 	
                  (a)

                	
                  is
                    a direct
                    consequence of the transfer or assignment or change of Lending
                    Office;
                    and

                


        

         

        
          	 	
                  (b)

                	
                  the
                    Financier or its transferee or assignee was aware of or ought
                    reasonably
                    to have been aware of, at the time of the transfer or assignment
                    or change
                    of Lending Office.

                


        

         

         

        
          	 	
                  18

                	
                  Saving
                    provisions

                


        

         

         

        
          	 	
                  18.1

                	
                  No
                    merger of security

                


        

         

        
          	 	
                  (a)

                	
                  Nothing
                    in this agreement merges, extinguishes, postpones, lessens or
                    otherwise
                    prejudicially affects:

                


        

         

        
          	 	
                  (1)

                	
                  any
                    Encumbrance or indemnity in favour of any Finance Party;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  any
                    Power.

                


        

         

        
          
            
            

          

          
            Page
              92

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (b)

                	
                  No
                    other Encumbrance or Transaction Document which a Finance Party
                    has the
                    benefit of in any way prejudicially affects any
                    Power.

                


        

         

         

        
          	 	
                  18.2

                	
                  Exclusion
                    of moratorium

                


        

         

        To
          the
          extent not excluded by law, a provision of any legislation which directly
          or
          indirectly:

         

        
          	 	
                  (a)

                	
                  lessens,
                    varies or affects in favour of a Transaction Party any obligations
                    under a
                    Transaction Document; or

                


        

         

        
          	 	
                  (b)

                	
                  stays,
                    postpones or otherwise prevents or prejudicially affects the
                    exercise by
                    any Finance Party of any Power,

                


        

         

        is
          negatived and excluded from each Transaction Document and all relief and
          protection conferred on a Transaction Party by or under that legislation
          is also
          negatived and excluded.

         

         

        
          	 	
                  18.3

                	
                  Conflict

                


        

         

        Where
          any
          right, power, authority, discretion or remedy conferred on a Finance Party,
          a
          Receiver or an Attorney by any Transaction Document is inconsistent with
          the
          powers conferred by applicable law then, to the extent not prohibited by
          that
          law, those conferred by applicable law are regarded as negatived or varied
          to
          the extent of the inconsistency.

         

         

        
          	 	
                  18.4

                	
                  Consents

                


        

         

        
          	 	
                  (a)

                	
                  Whenever
                    the doing of any thing by a Transaction Party is dependent on
                    the consent
                    of a Finance Party, the Finance Party may withhold its consent
                    or give it
                    conditionally or unconditionally in its absolute discretion,
                    unless
                    expressly stated otherwise in a Transaction
                    Document.

                


        

         

        
          	 	
                  (b)

                	
                  Any
                    conditions imposed on a Transaction Party by a Finance Party
                    under
                    clause ‎18.4(a)
                    must be complied with by the Transaction
                    Party.

                


        

         

         

        
          	 	
                  18.5

                	
                  Principal
                    obligations

                


        

         

        This
          agreement and each Collateral Security is:

         

        
          	 	
                  (a)

                	
                  a
                    principal obligation and is not ancillary or collateral to any
                    other
                    Encumbrance (other than another Collateral Security) or other
                    obligation;
                    and

                


        

         

        
          	 	
                  (b)

                	
                  independent
                    of, and unaffected by, any other Encumbrance or other obligation
                    which a
                    Finance Party may hold at any time in respect of the Secured
                    Moneys.

                


        

         

         

        
          	 	
                  18.6

                	
                  Non-avoidance

                


        

         

        If
          any
          payment by a Transaction Party to a Finance Party is avoided for any reason
          including any legal limitation, disability or incapacity of or affecting
          the
          Transaction Party or any other thing, and whether or not:

         

        
          	 	
                  (a)

                	
                  any
                    transaction relating to the Secured Moneys was illegal, void
                    or
                    substantially avoided; or

                


        

         

        
          
            
            

          

          
            Page
              93

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (b)

                	
                  any
                    thing was or ought to have been within the knowledge of any Finance
                    Party,

                


        

         

        the
          Transaction Party:

         

        
          	 	
                  (c)

                	
                  as
                    an additional, separate and independent obligation, indemnifies
                    each
                    Finance Party against that avoided payment;
                    and

                


        

         

        
          	 	
                  (d)

                	
                  acknowledges
                    that any liability of the Transaction Party under the Transaction
                    Documents and any right or remedy of the Finance Parties under
                    the
                    Transaction Documents is the same as if that payment had not
                    been
                    made.

                


        

         

         

        
          	 	
                  18.7

                	
                  Set-off
                    authorised

                


        

         

        If
          a
          Transaction Party does not pay any amount when due and payable by it to
          any
          Finance Party under a Transaction Document, the Finance Party may:

         

        
          	 	
                  (a)

                	
                  apply
                    any credit balance in any currency in any account of the Transaction
                    Party
                    with the Finance Party in or towards satisfaction of that amount;
                    and

                


        

         

        
          	 	
                  (b)

                	
                  effect
                    any currency conversion which may be required to make an application
                    under
                    clause ‎18.7(a).

                


        

         

         

        
          	 	
                  18.8

                	
                  Agent’s
                    certificates and approvals

                


        

         

        
          	 	
                  (a)

                	
                  A
                    certificate signed by any Officer of the Agent in relation to
                    any amount,
                    calculation or payment under any Transaction Document is sufficient
                    evidence of that amount, calculation or payment unless the contrary
                    is
                    proved.

                


        

         

        
          	 	
                  (b)

                	
                  Where
                    any provision of a Transaction Document requires the Agent’s approval,
                    that approval will not be effective unless and until it is provided
                    in
                    writing.

                


        

         

         

        
          	 	
                  18.9

                	
                  No
                    reliance or other obligations and risk
                    assumption

                


        

         

        Each
          Transaction Party acknowledges and confirms that:

         

        
          	 	
                  (a)

                	
                  it
                    has not entered into any Transaction Document in reliance on
                    any
                    representation, warranty, promise or statement made by or on
                    behalf of any
                    Finance Party;

                


        

         

        
          	 	
                  (b)

                	
                  in
                    respect of the transactions evidenced by the Transaction Documents,
                    no
                    Finance Party has any obligations other than those expressly
                    set out in
                    the Transaction Documents; and

                


        

         

        
          	 	
                  (c)

                	
                  in
                    respect of interest rates or exchange rates, no Finance Party
                    is liable
                    for:

                


        

         

        
          	 	
                  (1)

                	
                  any
                    movement in interest rates or exchange rates;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  any
                    information, advice or opinion provided by a Finance Party or
                    any Person
                    on behalf of any Finance Party, even
                    if:

                


        

         

        
          	 	
                  (A)

                	
                  provided
                    at the request of a Transaction Party (it being acknowledged
                    by each
                    Transaction Party that such matters are inherently
                    speculative);

                


        

         

        
          	 	
                  (B)

                	
                  relied
                    on by a Transaction Party; or

                


        

         

        
          
            
            

          

          
            Page
              94

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (C)

                	
                  provided
                    incorrectly or negligently.

                


        

         

         

        
          	 	
                  18.10

                	
                  Power
                    of attorney

                


        

         

        
          	 	
                  (a)

                	
                  For
                    consideration received, each Transaction Party irrevocably appoints
                    the
                    Agent and each Officer of the Agent as the attorney of the Transaction
                    Party to:

                


        

         

        
          	 	
                  (1)

                	
                  execute
                    and deliver all documents; and

                


        

         

        
          	 	
                  (2)

                	
                  do
                    all things,

                


        

         

        which
          are
          necessary or desirable to give effect to each Transaction Document.

         

        
          	 	
                  (b)

                	
                  An
                    attorney appointed under clause ‎18.10(a)
                    may appoint a substitute attorney to perform any of its
                    powers.

                


        

         

         

        
          	 	
                  19

                	
                  General

                


        

         

         

        
          	 	
                  19.1

                	
                  Confidential
                    information

                


        

         

        A
          Finance
          Party must not disclose to any Person:

         

        
          	 	
                  (a)

                	
                  any
                    Transaction Document; or

                


        

         

        
          	 	
                  (b)

                	
                  any
                    information about any Transaction
                    Party,

                


        

         

        except:

         

        
          	 	
                  (c)

                	
                  in
                    connection with a permitted assignment, novation, participation
                    or
                    securitisation under clause ‎16,
                    where the disclosure is made on the basis that the recipient
                    of the
                    information will comply with this clause ‎19.1
                    in the same way that the Finance Party is required to
                    do;

                


        

         

        
          	 	
                  (d)

                	
                  to
                    any professional or other adviser consulted by it in relation
                    to any of
                    its rights or obligations under the Transaction
                    Documents;

                


        

         

        
          	 	
                  (e)

                	
                  to
                    the Reserve Bank of Australia, the Australian Tax Office or any
                    Government
                    Agency requiring disclosure of the
                    information;

                


        

         

        
          	 	
                  (f)

                	
                  in
                    connection with the enforcement of its rights under the Transaction
                    Documents;

                


        

         

        
          	 	
                  (g)

                	
                  where
                    the information is already in the public domain, or where the
                    disclosure
                    would not otherwise breach any duty of
                    confidentiality;

                


        

         

        
          	 	
                  (h)

                	
                  if
                    required by law; or

                


        

         

        
          	 	
                  (i)

                	
                  otherwise
                    with the prior written consent of the relevant Transaction Party
                    (such
                    consent not to be unreasonably
                    withheld).

                


        

         

         

        
          	 	
                  19.2

                	
                  Transaction
                    Party to bear cost

                


        

         

        Any
          thing
          which must be done by a Transaction Party under any Transaction Document,
          whether or not at the request of a Finance Party, must be done at the cost
          of
          the Transaction Party.

         

        
          
            
            

          

          
            Page
              95

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  19.3

                	
                  Notices

                


        

         

        
          	 	
                  (a)

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

                


        

         

        
          	 	
                  (1)

                	
                  must
                    be in legible writing and in English addressed to the party in
                    accordance
                    with its details set out in schedule 3 or as specified to the sender
                    by the party by notice;

                


        

         

        
          	 	
                  (2)

                	
                  must
                    be signed by an Officer of the
                    sender;

                


        

         

        
          	 	
                  (3)

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

                


        

         

        
          	 	
                  (A)

                	
                  if
                    by delivery in Person, when delivered to the
                    addressee;

                


        

         

        
          	 	
                  (B)

                	
                  if
                    by post, on delivery to the addressee;
                    or

                


        

         

        
          	 	
                  (C)

                	
                  if
                    by facsimile, when received by the addressee in legible
                    form,

                


        

         

        but
          if
          the delivery or receipt is on a day which is not a Business Day or is after
          4.00pm (addressee’s time) it is regarded as received at 9.00am on the following
          Business Day; and

         

        
          	 	
                  (4)

                	
                  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.

                


        

         

        
          	 	
                  (b)

                	
                  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 ‎19.3(a)(3)
                    and informs the sender that it is not
                    legible.

                


        

         

         

        
          	 	
                  19.4

                	
                  Governing
                    law and jurisdiction

                


        

         

        
          	 	
                  (a)

                	
                  This
                    agreement is governed by the laws of New South
                    Wales.

                


        

         

        
          	 	
                  (b)

                	
                  Each
                    Transaction Party irrevocably submits to the non-exclusive jurisdiction
                    of
                    the courts of New South Wales.

                


        

         

        
          	 	
                  (c)

                	
                  Each
                    Transaction Party 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
                    Transaction Party irrevocably waives any immunity in respect
                    of its
                    obligations under this agreement 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
                    Transaction Party (other than the Parent):


                


        

         

        
          	 	
                  (1)

                	
                  irrevocably
                    appoints Samson Oil & 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 (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; and


                


        

         

        
          
            
            

          

          
            Page
              96

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (2)

                	
                  agrees
                    that failure by a process agent to notify the relevant Transaction
                    Party
                    of the process will not invalidate the proceedings concerned.
                    

                


        

         

        
          	 	
                  (f)

                	
                  Samson
                    Oil & Gas Limited accepts its appointment as agent for service of
                    process under clause ‎19.4(e).

                


        

         

         

        
          	 	
                  19.5

                	
                  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.

                


        

         

         

        
          	 	
                  19.6

                	
                  Waivers

                


        

         

        
          	 	
                  (a)

                	
                  Waiver
                    of any right arising from a breach of this agreement or of any
                    Power
                    arising on default under this agreement 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:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    right arising from a breach of this agreement or the occurrence
                    of an
                    Event of Default; or

                


        

         

        
          	 	
                  (2)

                	
                  a
                    Power created or arising on default under this agreement 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 agreement or
                    on a
                    default under this agreement 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 in
                    writing.

                


        

         

         

        
          	 	
                  19.7

                	
                  Variation

                


        

         

        
          	 	
                  (a)

                	
                  A
                    variation of any term of this agreement must be in writing and
                    signed by
                    the parties.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    Agent may sign a variation of any term of this agreement under
                    clause ‎19.7(a)
                    on behalf of the Financiers where it is permitted to do so in
                    accordance
                    with clause ‎16.5
                    or any other provision of a Transaction
                    Document.

                


        

         

        
          
            
            

          

          
            Page
              97

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  19.8

                	
                  Cumulative
                    rights

                


        

         

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

         

         

        
          	 	
                  19.9

                	
                  Counterparts

                


        

         

        
          	 	
                  (a)

                	
                  This
                    agreement may be executed in any number of
                    counterparts.

                


        

         

        
          	 	
                  (b)

                	
                  All
                    counterparts, taken together, constitute one
                    instrument.

                


        

         

        
          	 	
                  (c)

                	
                  A
                    party may execute this agreement by signing any
                    counterpart.

                


        

         

         

        
          	 	
                  19.10

                	
                  Attorneys

                


        

         

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

         

        
          
            
            

          

          
            Page
              98

            
              

            

          

          
            
            

          

        

         

        Executed
          as an agreement:

        


        Borrower:

        


        Signed
          by

        Samson
          Oil and Gas USA Inc

        by
          in
the
          presence of:

         

        
          	
                  /s/
                    Robyn Lamont 

                  Witness

                   

                  Robyn
                    Lamont

                  Name
                    (please print)

                   

                  Guarantor:

                  


                  Signed
                    for

                  Samson
                    Oil & Gas Limited

                  by
                    its attorney in

                  the
                    presence of:

                   

                  /s/
                    Robyn Lamont

                  
                    Witness

                     

                    Robyn
                      Lamont

                    
                      Name
                        (please print)

                    

                  

                	
                  /s/ Terrence M. Barr  

                  Signatory

                   

                  Terence
                    M. Barr

                  Name
                    (please print)

                   

                   

                   

                   

                   

                   

                   

                   

                  /s/ Terence M. Barr
Signatory

                   

                  Terence M. Barr

                  Name (please print)

                   

                   

                   

                


        

         

        
          
            
            

          

          
            Page
              1

            
              

            

          

          
            
            

          

        

      

      
        


        Financiers:

        


        Signed
          for

        Macquarie
          Bank Limited

        by
          its
          attorneys in

        the
          presence of:

         

        
          	
                  /s/
                    Christian A. Coulter

                  Witness

                   

                  Christian
                    A. Coulter

                  
                    Name
                      (please print)

                     

                     

                     

                     

                     

                     

                     

                    
                      Agent:

                      


                      Signed
                        for

                      Macquarie
                        Bank Limited

                      by
                        its attorneys in

                      the
                        presence of:

                       

                      
                        /s/
                          Christian A. Coulter

                        Witness

                         

                        
                          Christian
                            A. Coulter

                          Name
                            (please print)

                        

                      

                    

                  

                	
                  /s/ Thomas Callinan

                  Attorney

                   

                   

                  Thomas Callinan

                  Name (please print)

                   

                   

                  
                    /s/
                      Andrew Sinclair

                    Attorney

                     

                    Andrew
                      Sinclair

                    Name
                      (please print)

                     

                     

                     

                     

                     

                     

                     

                    /s/
                      Thomas Callinan

                    Attorney

                     

                    Thomas
                      Callinan

                    Name
                      (please print)

                     

                    
                      /s/
                        Andrew Sinclair

                      Attorney

                       

                      Andrew
                        Sinclair

                      Name
                        (please print)

                    

                  

                


        

         

        
          
            
            

          

          
            Page
              2

            
              

            

          

          
            
            

          

        

         

        
          Security
            Trustee:

          


          Signed
            for

          Macquarie
            Bank Limited

          by
            its
            attorneys in

          the
            presence of:

        

         

        
          	
                  /s/
                    Christian A. Coulter

                  
                    Witness

                     

                    
                      Christian
                        A. Coulter

                      Name
                        (please print)

                    

                  

                	
                  /s/ Thomas Callinan

                  Attorney

                   

                   

                  Thomas Callinan

                  Name (please print)

                   

                  
                    /s/
                      Andrew Sinclair

                    Attorney

                     

                    Andrew
                      Sinclair

                    Name
                      (please print)

                  

                


        

         

        Parent:

        


        Signed
          for

        Samson
          Oil & Gas Limited

        by
          its
          attorney in

        the
          presence of:

         

        
          	
                  /s/
                    Robyn Lamont

                  Witness

                   

                  Robyn
                    Lamont

                  
                    Name
                      (please print)

                  

                	
                  /s/ Terence M. Barr

                  Signatory

                   

                   

                  Terence M. Barr

                  Name (please
                    print)

                


        

         

        
          
            
            

          

          
            Page
              3