deed of company arrangement...deed of company arrangement page 5 5229436_069.doc commencement date...

5229436_069.doc

Deed of Company Arrangement

BETWEEN

AED OIL LTD (SUBJECT TO DEED OF

COMPANY ARRANGEMENT) ACN 110 393 292

AND

ANDREW HEWITT AND MATTHEW

DONNELLY

AND

ARF AMBER PTE LTD

MILLS OAKLEY LAWYERS Level 6 530 Collins Street MELBOURNE VIC 3000 Telephone: 03 9670 9111 Facsimile: 03 9605 0933 DX 558 MELBOURNE www.millsoakley.com.au


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TABLE OF CONTENTS

1 Definitions 4

2 Interpretation 9

2.1 General 9

2.2 Headings 10

2.3 Business Days 10

2.4 Multiple Parties 10

2.5 Incorporation of definitions 10

3 Deed Administrators 10

3.1 Consent to Appointment 10

3.2 Appointment 10

3.3 Role of Deed Administrators 10

3.4 Agents of the Company 11

3.5 Limitation of the Deed Administrators’ Liability 11

3.6 Powers of Deed Administrators 11

4 Scope of Arrangement and Moratorium 13

4.1 Arrangement binds all creditors 13

4.2 Deed replaces First DOCA 13

4.3 Restrictions on Creditors 13

4.4 Owners and Lessors rights not otherwise affected 14

4.5 Other persons bound by Arrangement 14

5 Costs and Expenses Fund 14

5.1 Costs and Expenses Fund 14

5.2 Contribution of Costs and Expenses Fund 14

5.3 Use of Costs and Expenses Fund 14

6 R&D Fund 15

6.1 R&D Fund 15

6.2 R&D Fund to be held in bank account 15

6.3 Use of R&D Fund 15

7 Unsecured Cameron Claim Fund 15

7.1 Unsecured Cameron Claim Fund 15

7.2 Unsecured Cameron Claim Fund to be held in bank account 16

7.3 Use of Unsecured Cameron Claim Fund 16

8 Secured Cameron Claim Fund 16

8.1 Secured Cameron Claim Fund 16

8.2 Secured Cameron Claim Fund to be held in bank account 16

8.3 Use of Secured Cameron Claim Fund 16

9 General rules for the application of the Deed Funds 17

9.1 Admitted Claims of a class to rank equally 17

9.2 Non-Participating Creditors 17

9.3 Deed Administrators' Costs 17

9.4 Determination and payment of Claims 17

9.5 Determination of Priority 17

10 Assets 18

11 Records 18

11.1 Retention of and access to records 18


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12 Directors 18

12.1 Directors may conduct Relevant Business 18

12.2 Directors to procure preparation of financial reports in compliance with Financial Reporting Requirements 18

12.3 ARF to fund liabilities of the Company following the Commencement Date 19

12.4 Directors shall have no power to sell or encumber Assets 19

12.5 Representations by ARF 19

12.6 ARF appoints Maddocks as agent for service of process 20

12.7 Reversion of management control to Deed Administrator 20

12.8 Refund of Costs and Expenses Fund upon Termination Date 20

13 Prescribed Provisions 20

14 Meetings of Participating Creditors and Creditors’ Committee 21

14.1 Regulations to Apply 21

14.2 Committee of Inspection 21

14.3 Regulations 21

15 Deed Administrators’ Remuneration and Indemnity 21

15.1 Deed Administrators’ Costs 21

15.2 Deed Administrator's Costs 22

15.3 Nature of Indemnity 22

15.4 Continuing indemnity 22

15.5 Indemnity not to be affected or prejudiced 22

15.6 Deed Administrators' Lien 23

15.7 Survival Clause 23

15.8 Misconduct 23

16 Termination of Deed of Company Arrangement 23

16.1 Meeting to consider the future of the Company 23

16.2 Termination 23

Subject to this clause 15, the Arrangement set out in this Deed shall terminate upon the happening of the earliest of the following events: 23

16.3 Liquidation of the Company 24

16.4 Release of Deed Administrator 24

17 GST 24

17.1 GST Act 24

17.2 Exclusive of GST 24

17.3 Recipient must pay 25

17.4 Tax Invoice 25

18 General 25

18.1 Governing Law 25

18.2 Counterparts 25

SCHEDULE A – First DOCA and Deed of Variation 28

SCHEDULE B – Proposal for Deed of Company Arrangement 29

SCHEDULE C – Contribution Notice 30


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Parties AED Oil Ltd (Subject to Deed of Company Arrangement) (ACN 110 393 292) c/- Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne, Victoria

(Company) ANDREW HEWITT AND MATTHEW DONNELLY (in their capacity as Joint and Several Deed Administrators of AED Oil Ltd) (Subject to Deed of Company Arrangement) (ACN110 393 292) c/- Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne, Victoria

(Deed Administrators) ARF AMBER PTE LTD 72 Anson Road, #07-01, Anson House, Singapore 079911

(ARF)

Recitals

(A) On 12 August 2011, Damien Templeton and Damian Hodgkinson were appointed joint and several administrators (the First Administrators) of the Company pursuant to a resolution of the directors of the Company under section 436A of the Act.

(B) On 24 August 2011, the first meeting of creditors of the Company was held pursuant to section 436E of the Act and the First Administrators were replaced by Nicholas Martin, Daniel Bryant and Ian Carson of PPB Advisory (Melbourne) (the Second Administrators) by resolution of the creditors.

(C) After extensions of the period to convene the second meeting of creditors of the Company (Second Meeting), it was held on 7 September 2012 to consider a report and statement by the Second Administrators pursuant to section 439A(4)(a), (b) and (c) of the Act.

(D) There being no developed proposal for a deed of company arrangement then available to the Second Administrators, but ARF having given an indication of its intention to develop and present a proposal for a deed of company arrangement for the Company in the near future, creditors resolved to adjourn the Second Meeting for a period of up to 45 business days.

(E) At the reconvened Second Meeting of creditors held on 8 November 2012, the creditors of the Company resolved (among other things) that the Company should enter into a deed of company arrangement proposed by ARF, an outline of which was circulated to creditors in advance of the meeting, and tabled at the meeting (First DOCA).

(F) The First DOCA was executed on 29 November 2012 and varied in accordance with a further resolution of creditors passed on 4 March 2013. A copy of the DOCA and Deed of Variation is attached to this document as Schedule A.

(G) At the meeting of creditors held on 11 December 2013 (Third Meeting), the creditors of the Company resolved (among other things) that the Company should enter into a replacement deed of company arrangement in accordance with the proposal annexed to the Deed Administrators’ report to creditors dated 2 December 2013 and annexed to this Deed at Schedule B (Replacement DOCA).


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(H) This instrument has been prepared in compliance with the Deed Administrators’ obligations under section 444A(3) of the Act to set out the terms of the Replacement DOCA as approved by creditors of the Company at the Third Meeting.

Operative Provisions

1 Definitions

In the interpretation of this document, the terms and words set out in this clause 1 shall have the following meanings unless otherwise indicated by the context.

Act means the Corporations Act 2001 (Cth).

Admitted Claim means a Claim that is admitted by the Deed Administrators in accordance with this Deed. For the avoidance of doubt, any Claim by a Creditor who is a Non-Participating Creditor will not be an Admitted Claim.

Appointment Date means 12 August 2011.

Arrangement means the Arrangement constituted pursuant to Part 5.3A of the Act by the First DOCA and this Deed as varied from time to time.

Arrangement Period means the means the period commencing on the Commencement Date and ending on the Termination Date.

Assets means all rights, property, interests and other assets of the Company as at the Commencement Date, including:

(a) The Company’s 40% interest in the Joint Venture;

(b) Information technology infrastructure;

(c) The issued shares of the Subsidiaries held by the Company (beneficially or otherwise);

(d) Cash-at-bank;

(e) GST Refunds; and

(f) The company shell, listed on the Australian Securities Exchange.

ASIC means the Australian Securities and Investments Commission.

Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne.

Cameron Claim means the claim by the Company against Cameron Australasia Pty Ltd (Cameron) for damages relating to the services agreement dated in or about March 2006 pursuant to which Cameron provided the Company with services in respect of subsea trees installed (or to be installed) at the Puffin Field in the Timor Sea.

Claim means any debt owing (whether present or future, actual or contingent) by, or a claim subsisting against, the Company in favour of a creditor of the Company, irrespective of whether the debt or claim arose by virtue of contract at law, in equity or otherwise, and being a debt or claim the circumstances giving rise to which occurred on or before the Appointment Date and which would be admissible to proof against the Company in accordance with Division 6 of Part 5.6 of the Act if the Company were to be wound up.


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Commencement Date means the date on which this Deed is executed by the last of the parties to this Deed.

Company’s R&D Claim means the Company's claim for the R&D Rebate as submitted to the Australian Taxation Office.

Contribution Notice means a notice from the Deed Administrators to ARF in the form set out in Schedule C to this Deed.

Contribution Sum means the amount set out in the Contribution Notice.

Contribution Termination Date means the date that the Deed Administrators receive a Contribution Termination Notice.

Contribution Termination Notice means the written notice from ARF to the Deed Administrators notifying them that AED has elected to cease making the Costs and Expenses Fund available to the Deed Administrators.

Costs and Expenses Fund means the fund established in accordance with clause 5.1 of this Deed.

Court means the Supreme Court of Victoria or the Victorian District Registry of the Federal Court of Australia.

Creditor means any person who has a Claim against the Company.

Deed means this Deed of Company Arrangement as varied from time to time (unless the context otherwise requires) including any schedule or annexure to it.

Deed Administrators’ Costs means the Deed Administrators’ remuneration and costs under clause 15.1 of this Deed and for the avoidance of doubt, includes the Outstanding Deed Administrators Costs.

Deed Funds means the Costs and Expenses Fund, the R&D Fund, the Unsecured Cameron Claim Fund and the Secured Cameron Claim Fund.

Deed of Variation means the Deed of Variation between the Company, the Deed Administrators and ARF executed in accordance with the resolution of creditors of AED passed on 4 March 2013.

Directors means the directors of the Company as at the Commencement Date.

Eligible Employees means those employees of the Company who would be eligible to receive in the winding up of the Company payment in respect of outstanding entitlements from any government scheme.

Excluded Claims means any Claims of the Excluded Creditors.

Excluded Creditors means ARF and Sinopec.

Execution Date means the date within the period prescribed by section 444B(2) of the Act on which this Deed is executed by all of the parties.


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Financial Reporting Costs means the costs and expenses incurred by the Deed Administrators and/or the Company in complying with the Financial Reporting Requirements.

Financial Reporting Requirements means the financial reporting, disclosure and other matters that the Company or any Subsidiaries are required to conduct or make under the Act or the Australian Stock Exchange listing rules.

First DOCA means the deed of company arrangement dated 29 November 2012 as varied by the Deed of Variation.

GST means:

(a) The goods and services tax imposed on the supply of goods and services pursuant to A New Tax System (Goods and Services Tax) Act 1999 (As amended); and

(b) Any other goods and services tax, consumption tax, value added tax or other similar tax.

GST Refund means the refunds that may be available to the Company in respect of GST.

Indemnifying Creditors means such parties who have provided funding for the costs and expenses of the administration of the Company, as identified to the Deed Administrators by the Second Administrators.

Initial Employee Amount means an amount sufficient to pay Eligible Employees the amount they would have received from any government scheme in the winding up of the Company.

Initial Fund means the fund provided by ARF under clause 6.1 of the First DOCA.

Joint Venture means each unincorporated joint venture between the Company and Sinopec governed by joint operating agreements between the Company and Sinopec dated 18 June 2008 in respect of:

(a) Petroleum Exploration Permit No AC/P22;

(b) Petroleum Retention Lease No AC/RL 1; and

(c) Petroleum Production Licence No AC/L6.

Lessor means any person other than the Company who is the legal or beneficial owner of property that is used or occupied by or in the possession of the Company at the Commencement Date that is leased or hired by the Company, and for the avoidance of doubt, includes any landlord.

LJC means La Jolle Cove Investors Inc.

Maddocks Lawyers means Maddocks Lawyers (Melbourne), attention David Newman.

Non-Participating Creditors means the Excluded Creditors and LJC.

Outstanding Cash Calls means the amount owing by the Company under the Joint Venture in respect of Cash Calls.


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Outstanding Deed Administrators’ Costs means the Deed Administrators Costs incurred prior to the execution of this Deed.

Owner means any person other than the Company who is the legal or beneficial owner of property used or occupied by or on behalf of or in the possession of the Company at the Commencement Date, and for the avoidance of doubt includes any landlords.

Participating Creditors means all Creditors other than the Non-Participating Creditors (except to the extent that they are Indemnifying Creditors).

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established pursuant to the PPSA.

Priority Claim means a Claim for any amount for which a Participating Creditors would have a right or entitlement to priority for payment under section 556(1) or section 560 of the Act, or any other Claim that would have priority under the Act to an unsecured Claim against the Company, if the Company was in liquidation at the Appointment Date.

Regulations means the Corporations Regulations 2001.

Relevant Business means each of the following tasks or business:

(a) take such steps as may be required to negotiate with Sinopec and agree upon the sale, forfeiture or disposition by any other means of the Company’s interest in the Joint Venture;

(b) cause the Company to comply with the Financial Reporting Requirements;

(c) progress the Company’s engagement with appropriate regulatory bodies and authorities, together with Sinopec, to address the following matters:

(i) Petroleum Exploration Permit No. AC/P22: seek changes to the exploration well commitments, and agree and declare locations;

(ii) Petroleum Retention Lease No AC/RL1: progress the renewal of this license;

(iii) Petroleum Production Licence No AC/L6: progress the amendment of a production restart date, and manage the seal issue on Puffin 8; and

(d) Undertake desktop activities related to the Assets including the design of a plan of development;

(e) collect the R&D Rebate;

(f) take such steps as the Deed Administrators may consider necessary to prosecute the Cameron Claim; and

(g) such other or further tasks or business that the Deed Administrators may authorise in writing.

Relevant Business Costs means the liabilities, costs and expenses incurred by the Deed Administrators and/or the Company in carrying on the Relevant Business.

R&D Fund means the fund established in accordance with clause 6 of this Deed.

R&D Rebate means the rebate approved for payment to the Company by the Australian Tax Office with respect to the Company’s R&D Claim.


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Records means all financial records, financial reports, books of account, registers, supplier lists and documents of a similar nature regardless of form referrable to the Company.

Regulations mean the Corporations Regulations 2001 (Cth).

Remuneration and Costs means the amounts payable to the Administrators or the Deed Administrators, as the case may be, pursuant to clause 12.1 of this Deed.

Section 439C Resolution means the resolution of the Company’s creditors, pursuant to section 439C of the Act that the Company enter into this Arrangement.

Secured Cameron Claim Fund means the fund established in accordance with clause 8 of this Deed.

Secured Creditor means any Creditor with the benefit of a Security Interest at the commencement date over all or any property of the Company securing all or any part of its Claim, including the Creditors who have registered the following Security Interests on the PPSR:

(a) registration number 201112190716759;

(b) registration number 201112190716970;

(c) registration number 201112190717058;

(d) registration number 201303200085132;

(e) registration number 201303200085150; and

(f) registration number 201303200085184.

Secured Proceeds means any proceeds of the Cameron Claim over which any party holds a valid and subsisting Security Interest.

Security Interest means any mortgage, charge, lien or pledge, or a security interest within the meaning of section 12 of the PPSA, as security for the payment or repayment of a monetary obligation or the observance of any other obligation.

Sinopec means Sinopec Oil and Gas Australia (Puffin) Pty Ltd.

Subsidiaries means any subsidiaries of the Company as that term is defined under the Act.

Tax means a tax, levy, duty, charge, deduction or withholding, however it is described that is imposed by law or by a government agency, together with any related interest, penalty, fine or other charge.

Termination Date means the date that the Arrangement terminates in accordance with clause 16 of this Deed.

Unsecured Cameron Claim Fund means the fund established in accordance with clause 7 of this Deed.

Unsecured Debt means a debt owed by the Company to a Creditor who does not hold security for payment of the debt or a debt regarded as an unsecured debt by virtue of the operation of section 9 and section 588D of the Act.


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Unsecured Proceeds means any proceeds of the Cameron Claim other than the Secured Proceeds and any surplus available from the Secured Proceeds after payment of the Secured Creditors.

2 Interpretation

2.1 General

The following rules apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply:

(a) a reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under that legislation;

(ii) a document or agreement or a provision of a document or agreement is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a party includes that party's successors in title and permitted assigns and, in the case of a natural person, that person's legal personal representatives;

(iv) a person includes any type of entity or body of persons whether or not it is incorporated or has a separate legal identity and includes any executor administrator, assign, transferee, purchaser or successor in law of the person;

(v) anything (including a right, obligation or concept) includes each part of it;

(vi) “dollars” or “$” is to Australian currency;

(vii) time is a reference to Melbourne time.

(b) A singular word includes the plural and vice versa;

(c) A word which suggests one gender includes the other genders;

(d) A reference to a recital, clause or schedule is to a recital, clause or schedule of or to this document;

(e) If a word is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(f) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else or is without limitation, the example does not limit the scope of that thing;

(g) the Administrators or Deed Administrators, if that party consists of more than one person, is to each of them separately and any 2 or more of them jointly.


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2.2 Headings

In this document, headings are for convenience of reference only and do not affect

interpretation.

2.3 Business Days

If the day on or by which a person must do something under this document is not a Business Day:

(a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and

(b) in any other case, the person must do it on or by the previous Business Day.

2.4 Multiple Parties

(a) If a party to this document is made up of more than one person, or a term is used in this document to refer to more than one party;

(i) an obligation of those persons is joint and several;

(ii) a right of those persons is held by each of them severally; and

(iii) any other reference to that party or that term is a reference to each of those persons separately so that (for example) a representation, warranty or undertaking is given by each of them separately.

(b) A party that is a trustee is bound only in that party’s capacity as a trustee.

2.5 Incorporation of definitions

Unless the contrary intention appears, where a word or expression is defined or given

meaning in the Act or the Regulations, the word or expression has the same meaning when

used in this Deed.

3 Deed Administrators

3.1 Consent to Appointment

The Deed Administrators consent to their appointment as the administrators of this

Arrangement.

3.2 Appointment

The Deed Administrators are the administrators of this Arrangement.

3.3 Role of Deed Administrators

The Deed Administrators will administer this Arrangement and have all the functions, powers and duties conferred on them by this Arrangement and the Act.


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3.4 Agents of the Company

In exercising the powers conferred by this Arrangement and carrying out the duties arising under this Arrangement, the Deed Administrators are taken to act solely as agent for and on behalf of the Company.

3.5 Limitation of the Deed Administrators’ Liability

Subject to the Act, in the performance or exercise of the Deed Administrators’ powers, functions and duties under this Arrangement, the Deed Administrators shall not be personally liable for:

(a) any debt, liability or other obligation which the Deed Administrators may incur on behalf of the Company pursuant to this Arrangement; or

(b) any loss or damage caused by any act, default or omission by the Deed Administrators or on behalf of the Deed Administrators in the performance or exercise of the Deed Administrators’ powers, functions and duties under this Arrangement, except if the Deed Administrators, or any partner, employee or authorised agent or delegate of the Deed Administrators has acted dishonestly, in breach of duty, in breach of trust or has been negligent.

3.6 Powers of Deed Administrators

For the purpose only of administering this Arrangement, the Deed Administrators have the following powers:

(a) to manage the affairs of the Company, with the full authority conferred upon any director, the board of the Company, and any administrator of any company under Part 5.3A of the Act;

(b) to enter upon or take possession of the property of the Company;

(c) to lease or let or hire the property of the Company;

(d) to grant options over property of the Company on such conditions as the Deed Administrator thinks fit;

(e) to insure property of the Company;

(f) to repair, renew or enlarge property of the Company;

(g) to call in, collect or convert into money the property of the Company;

(h) to administer the assets available for the payment of claims of creditors in accordance with the provisions of this Deed;

(i) to purchase, hire, lease or otherwise acquire any property or interest in property from any person or corporation;

(j) to borrow or raise money, whether secured upon any or all of the assets of the Company or unsecured, for any period on such terms as the Deed Administrator thinks fit and whether in substitution for any existing security or otherwise;


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(k) to bring, prosecute and defend in the name and on behalf of the Company or in the name of the Deed Administrators any actions, suits or proceedings;

(l) to refer to arbitration any question affecting the Company;

(m) to make payments to any secured creditor of the Company and any person who is the owner or lessor of property possessed, used or occupied by the Company;

(n) to convene and hold meetings of the members or creditors of the Company for any purpose the Deed Administrators think fit;

(o) to make interim or other distributions of the proceeds of the realisation of the assets available for the payment of claims of creditors as provided in this Deed;

(p) to appoint agents to do any business or to attend to any matter or affairs of the Company that the Deed Administrators are unable to do, or that it is unreasonable to expect the Deed Administrators to do, in person;

(q) to engage or discharge directors, officers or employees on behalf of the Company;

(r) to appoint a solicitor, accountant or other professionally qualified person to assist the Deed Administrators;

(s) to permit any person authorised by the Deed Administrators to operate any account in the name of the Company;

(t) to sell, call in or convert into money any of the property of the Company, to apply the money in accordance with this Deed and otherwise effectively and properly to carry out the Deed Administrators' duties as administrators;

(u) to do all acts and execute in the name and on behalf of the Company all deeds, receipts and other documents, using the Company's common or official seal when necessary;

(v) subject to the Bankruptcy Act 1966, to prove in the bankruptcy of any contributor or debtor of the Company or under any deed executed under that Act;

(w) subject to the Act, to prove in the winding up of any contributory or debtor of the Company or under any scheme of arrangement entered into, or deed of company arrangement executed, under the Act;

(x) to draw, accept, make or endorse any bill of exchange or promissory note in the name and on behalf of the Company;

(y) to take out letters of administration of the estate of a deceased contributory or debtor, and do any other act necessary for obtaining payment of any money due from a contributory or debtor, or the estate of a contributory or debtor, that cannot be conveniently done in the name of the Company;

(z) to bring or defend an application for the winding up of the Company;

(aa) to carry on the business of the Company on such terms and conditions and for such purposes and times and in such manner as the Deed Administrators think fit subject only to the limitations imposed by this Deed;


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(bb) to sell any or all of the property of the Company including the whole of the business or undertaking of the Company at any time the Deed Administrators think fit, either by public auction or by private contract and either for a lump sum or for a sum payable by instalment or for a sum on account and to obtain a mortgage charge or encumbrance for the balance or otherwise;

(cc) to close down the whole or any part of any business of the Company;

(dd) to enter into and complete any contract for the sale of shares in the Company;

(ee) to compromise any debts or claims brought by or against the Company on such terms as the Deed Administrators think fit and to take security for the discharge of any debt forming part of the property of the Company;

(ff) to pay any class of creditors in full, subject to Subdivision D of Division 6 of Part 5.6 of the Act;

(gg) to do anything that is incidental to exercising a power set out in this clause;

(hh) to do anything else that is necessary or convenient for the purpose of administering this Deed.

4 Scope of Arrangement and Moratorium

4.1 Arrangement binds all creditors

This Arrangement binds all Creditors of the Company, insofar as it concerns their Claims.

4.2 Deed replaces First DOCA

As from the date of this Deed, this Deed replaces the First DOCA in its entirety.

4.3 Restrictions on Creditors

Subject to clause 4.1, during the period of the Arrangement, a Creditor in respect of its Claim must not:

(a) make an application for an order to wind up the Company or take or concur in the taking of any step to wind up the Company;

(b) proceed with such an application to wind up the Company made before this Arrangement became binding on the Creditor;

(c) begin, continue or take any step (including any step by way of legal or equitable execution) in any proceedings, action or arbitration against the Company or to which the Company is a party;

(d) begin, continue or take any step (including any step by way of legal or equitable execution) in any proceedings, action or arbitration in relation to any of the Company’s property; or


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(e) exercise any right of set-off or cross-action to which the Creditor would not have been entitled had the Company been wound up on the day on which the Administration began; or

(f) except, in the case of paragraphs (c), (d) and (e) above, with the leave of the Court and in accordance with such terms (if any) as the Court imposes.

4.4 Owners and Lessors rights not otherwise affected

Subject to section 444F of the Act, this Arrangement does not affect a right that an Owner or Lessor has in relation to property of the Owner or Lessor unless this Arrangement so provides in relation to an Owner or Lessor who voted in favour of the Section 439C Resolution.

4.5 Other persons bound by Arrangement

The Parties to this Deed agree to be bound by its terms.

5 Costs and Expenses Fund

5.1 Costs and Expenses Fund

The Costs and Expenses Fund will be such amount as is required by the Deed Administrators to meet the following:

(a) Deed Administrators’ Costs;

(b) Financial Reporting Costs; and

(c) the Relevant Business Costs,

in full.

5.2 Contribution of Costs and Expenses Fund

ARF shall pay the Costs and Expenses Fund to the Deed Administrators as may be requested by the Deed Administrators from time to time and paid within 5 business days after receipt of a Contribution Notice from the Deed Administrators.

5.3 Use of Costs and Expenses Fund

The Deed Administrators shall apply the Costs and Expenses Fund in the following order of priority:

(a) First, to pay the Deed Administrators Costs;

(b) Second, to pay the Financial Reporting Costs;

(c) Third, to pay the Relevant Business Costs; and

(d) The balance (if any) to refund ARF in accordance with clause 12.8 of this Deed.

5.4 ARF's Right to discontinue the Costs and Expenses Fund

(a) ARF may, at any time, serve the Deed Administrators with a Contribution Termination Notice and thereafter ARF shall only be liable to advance to the Deed Administrators such amount of the Contribution Sum as has been incurred by the


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Company or the Deed Administrators on or prior to the Contribution Termination Date.

(b) Should ARF Serve the Deed Administrators with a Contribution Termination Notice under clause 5.4(a), then:

(i) ARF shall indemnify the Deed Administrators and the Company from, and must meet and put the Company into sufficient funds to discharge all of the Deed Administrators' Costs and Financial Reporting and Relevant Business Costs, or otherwise;

(ii) the Deed Administrators shall convene a meeting of the Company's creditors to determine the Company's future in accordance with clause 16.1(c); and

(iii) ARF shall put the Deed Administrators into funds for the purposes of them convening the meeting outlined in clause 5.4(b)(ii) above.

6 R&D Fund

6.1 R&D Fund

The R&D Fund will comprise the R&D Rebate. The R&D Fund will be the fund available to meet (in part) the Outstanding Deed Administrators’ Costs, the Initial Employee Amount and the amounts owed to ARF for the Initial Fund.

6.2 R&D Fund to be held in bank account

The Deed Administrators must open and conduct one or more bank accounts in the name of the Company for the purpose of receiving, holding and distributing the R&D Fund.

6.3 Use of R&D Fund

The Deed Administrators shall apply the R&D Fund in the following order of priority:

(a) First, in payment of any Outstanding Deed Administrators Costs, excluding any amounts due to ARF other than amounts advanced by ARF to the Company in respect of the Company’s R&D Claim, capped in an amount being the lesser of:

(i) the amount calculated to ensure that sufficient funds are held by the Deed Administrators to pay the Initial Employee Amount in full; and

(ii) $400,000;

(b) Second, in payment of the Initial Employee Amount;

(c) Third, to ARF in part repayment of the Initial Fund.

7 Unsecured Cameron Claim Fund

7.1 Unsecured Cameron Claim Fund

The Unsecured Cameron Claim Fund will comprise the Unsecured Proceeds. The Unsecured Cameron Claim Fund will be the fund available to meet the costs and claims set out in clause 7.3 below.


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7.2 Unsecured Cameron Claim Fund to be held in bank account

The Deed Administrators must open and conduct one or more bank accounts in the name of the Company for the purpose of receiving, holding and distributing the Unsecured Cameron Claim Fund.

7.3 Use of Unsecured Cameron Claim Fund

The Deed Administrators shall apply the Unsecured Cameron Claim Fund in the following order of priority:

(a) First, in payment of the Deed Administrators Costs;

(b) Second, to ARF in payment in full of the Initial Fund and any payments advanced by it under this Arrangement;

(c) Third, an amount equal to 45% of the gross Unsecured Proceeds of the Cameron Claim to be paid to ARF to be applied in reduction of its claim against the Company;

(d) Fourth, in payment of the Priority Claims of the Indemnifying Creditors to a limit of $850,000;

(e) Fifth, in payment of the Priority Claims of all other Participating Creditors;

(f) Sixth, in payment of Claims of the Participating Creditors to a limit of $150,000; and

(g) Seventh, in payment of the Claims of ARF; and

(h) Eighth, in payment of the Claims of the Participating Creditors.

8 Secured Cameron Claim Fund

8.1 Secured Cameron Claim Fund

The Secured Cameron Claim Fund will comprise the Secured Proceeds. The Secured Cameron Claim Fund will be available to meet:

(a) the Deed Administrators’ Costs;

(b) the amounts owed to ARF in payment in full of the Initial Fund;

(c) amounts payable to the JV Partners.

8.2 Secured Cameron Claim Fund to be held in bank account

The Deed Administrators must open and conduct one or more bank accounts in the name of the Company for the purpose of receiving, holding and distributing the Secured Cameron Claim Fund.

8.3 Use of Secured Cameron Claim Fund

The Deed Administrators shall apply the Secured Cameron Claim Fund in the following order of priority:

(a) First, in payment of any outstanding Deed Administrators Costs (to the extent only that such amounts are not paid from Unsecured Proceeds of the Cameron Claim);

(b) Second, to ARF in payment in full of the Initial Fund (to the extent only that such amounts are not paid from Unsecured Proceeds of the Cameron Claim);


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(c) Third, an amount equal to 45% of the gross Secured Proceeds of the Cameron Claim to be paid to ARF; and

(d) Fourth, in payment of the Financial Reporting Costs and the Relevant Business Costs; and

(e) Fifth, in payment of any outstanding cash calls of the JV Partners and otherwise in accordance with their Participating Interest.

9 General rules for the application of the Deed Funds

9.1 Admitted Claims of a class to rank equally

The Admitted Claims of a class of Creditors referred to in clauses 5, 6, 7 and 8 rank equally between themselves and must be paid in full, unless the Deed Fund is insufficient to meet them, in which case they must be paid proportionately.

9.2 Non-Participating Creditors

The Non-Participating Creditors are not entitled to participate in, and will not prove to recover any Claim for the purposes of, and in relation to, the Arrangement other than where expressly provided for in clauses 5.3, 6.3, 7.3, and 8.3.

9.3 Deed Administrators' Costs

The Deed Administrators need not make any distributions to any Participating Creditors pursuant to this clause unless the Deed Administrators are satisfied that the Deed Funds will be sufficient to fully pay all Deed Administrators’ Costs.

9.4 Determination and payment of Claims

Subdivisions A, B, C and E of Division 6 of Part 5.6 of the Act apply to claims made under this deed as if the references to the liquidator were references to the Deed Administrator of this Deed, and in particular, the remainder of the Act, and the Regulations, are taken to apply, as far as practicable, as if:

(a) a reference that is relevant to the liquidator were a reference in a form that is applicable to the Deed Administrator;

(b) a reference that is relevant to any other matter relating to liquidation were a reference in a form that is applicable to the administration of this Deed;

(c) a reference to a relevant date were a reference to the date of the administrator's appointment.

9.5 Determination of Priority

(a) For the purpose of determining the Priority Claims payable pursuant to this clause, sections 556, 558, 559, 560 and 561 of the Act are to apply with such modifications as may be necessary as if the Company had been wound up with the Appointment Date being the date on which the winding up was taken to have begun.

(b) For the avoidance of doubt, any amount payable by the Company in respect of any superannuation guarantee charge under the Superannuation Guarantee Charge Act 1992 or the Superannuation Guarantee (Administration) Act 1992 (Cth) will be


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accorded the same priority under this Deed as superannuation contributions referred to in section 556(1)(e) of the Act, and will rank in priority for payment of dividends accordingly.

(c) Sections 444DA or 444DB of the Act shall apply to this Deed and to Claims of Participating Creditors.

10 Assets

(a) The Assets:

(i) remain subject to a Security Interest in favour of a Secured Creditor are not otherwise bound by this Deed; and

(ii) do not form part of the property available for distribution in satisfaction of Creditors’ Claims under this Deed.

(b) Subject to clause 12, on the Commencement Date, the Deed Administrators will provide the Directors with access to the Assets to enable the Directors to conduct the Relevant Business in accordance with the terms of this Deed.

11 Records

11.1 Retention of and access to records

(a) After the Commencement Date, the Company must retain all records relating to

both the period prior to the Appointment Date and the period of the administration

of the Company for seven years in accordance with section 286(2) of the Act.

(b) The Deed Administrators may at any time inspect the books and records of the

Company and the Company authorises the Deed Administrators and their staff to

enter the premises of the Company upon reasonable notice and during usual

business hours for the purpose of conducting such an inspection and for the

purpose of doing anything necessary or desirable to give effect to this Deed or any

requirement under the Act.

12 Directors

12.1 Directors may conduct Relevant Business

From the Commencement Date, subject to the terms of this clause 12, the Directors shall have the authority and such powers as they reasonably require to cause the Company to conduct the Relevant Business with such consultation with the Deed Administrators as they may reasonably require.

12.2 Directors to procure preparation of financial reports in compliance with Financial

Reporting Requirements

The Directors shall cause the Company to take such steps as are reasonably required, and the Deed Administrators shall provide such cooperation as is reasonably required, to cause the Company to comply with the Financial Reporting Requirements.


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12.3 ARF to fund liabilities of the Company following the Commencement Date

(a) ARF shall indemnify the Deed Administrators and the Company and put the Deed Administrators and the Company into funds sufficient (as judged by the Deed Administrators acting reasonably) to meet any debts or liabilities the Deed Administrators or the Company may incur between the Commencement Date and the Termination Date, including without limitation:

(i) the costs and liabilities of the Company authorised by the Directors conducting the Relevant Business in accordance with this clause 12; and

(ii) the costs and expenses of and associated with the Company's compliance with the Financial Reporting Requirements,

in each case before any such debts or liabilities are incurred by the Company. Any funds received by the Deed Administrators pursuant to this clause will form part of the Costs and Expenses Fund.

12.4 Directors shall have no power to sell or encumber Assets

Whilst the Company is subject to the Arrangement, the Directors shall:

(a) not have the power to issue proceedings in the Company's name without the prior written consent of the Deed Administrators;

(b) not have the power to effect changes to the Company's affairs or business without the prior written consent of the Deed Administrators;

(c) not have the power or authority to conduct any of the following matters on behalf of the Company without the prior written consent of the Deed Administrator (which shall not be unreasonably withheld):

(i) sell, transfer or otherwise dispose of, or alienate, any of the Assets;

(ii) issue or agree to issue shares or any other form of securities in the Company;

(iii) grant or agree to grant any Security Interests over any of the Assets;

(iv) cause the Company to incur financial indebtedness, except where that indebtedness is met or discharged by ARF in advance of the liability being incurred by the Company, and is in the ordinary course of the Company's ordinary business;

(v) declare any dividends or distributions to holders of securities in the Company;

(vi) make substantial changes to the nature of the business of the Company; or

(vii) appoint further or replacement directors to the board of the Company.

12.5 Representations by ARF

ARF hereby represents warrants and confirms to the Company and the Deed Administrators that:

(a) it is a company limited by shares incorporated under the laws of Singapore;


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(b) it has full legal capacity and power to:

(i) own its property and to carry on its business; and

(ii) enter into this Deed and to carry out the transactions it contemplates;

(c) it has taken all corporate action that is necessary or desirable to authorise its entry into of this Deed and to carry out the transactions it contemplates; and

(d) this Deed constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally).

12.6 ARF appoints Maddocks as agent for service of process

(a) ARF hereby appoints Maddocks Lawyers as its agent for service of process in respect of all matters concerning this Deed.

(b) All process served upon [email protected] of Maddocks Lawyers shall be good and effective service upon ARF in respect of any proceeding commenced in any state of Australia.

12.7 Reversion of management control to Deed Administrator

The Deed Administrators may, at any time during the period of the Arrangement, by serving a written notice upon the Directors, resume management and control of the Company and require that the Directors cease conducting the Relevant Business, if in the Deed Administrators’ opinion (acting reasonably and in good faith) the Directors have, or are about to, engage in misconduct or other acts or conduct that are likely (when judged objectively and reasonably) to cause prejudice to:

(a) the Company's reputation or standing;

(b) the interests of the Participating Creditors or members of the Company; or

(c) the reputation or interests of the Deed Administrators.

12.8 Refund of Costs and Expenses Fund upon Termination Date

The Directors and the Deed Administrators shall procure that any residual amounts that remain un-deducted and unused within the Costs and Expenses Fund as at the Termination Date shall be refunded to ARF.

13 Prescribed Provisions

The prescribed provisions set out in Schedule 8A of the Regulations (except for regulations 10) shall apply to this Deed to the extent they are not inconsistent (as determined by the Deed Administrator in good faith) with any provision of this Deed (provisions of this Deed shall prevail in the event of any inconsistency).

Nothing in this Deed shall override sections 444DA or 444DB of the Act, which shall apply to this Deed. Any provision of this Deed which is inconsistent with those sections shall be modified to the extent necessary to require with those sections.


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14 Meetings of Participating Creditors and Creditors’ Committee

14.1 Regulations to Apply

Regulations 5.6.12 to 5.6.36A of the Regulations apply, with such modifications as are necessary, to meetings of creditors held under this Deed as if the references to the liquidator, the liquidator or provisional liquidator, the chairman or trustee for debenture holders, as the case may be, were references to the Deed Administrators of this Arrangement.

14.2 Committee of Inspection

There shall be a committee of inspection, which shall be composed of the following creditors:

(a) ARF (represented by Tim Baldwin or another);

(b) Richard Little (a former employee of the Company); and

(c) RSM Bird Cameron (represented by Simon Aitken or another).

14.3 Regulations

Regulations 5.6.12 to 5.6.36A of the Regulations apply, with such modifications as are necessary, to meetings of Creditors or of the committee of inspection held under this Arrangement as if the references to the “liquidator”, “the liquidator or provisional liquidator”, “the liquidator, provisional liquidator or chairman” or “a liquidator, provisional liquidator or trustee for debenture holders”, as the case may be, were references to the Deed Administrators.

15 Deed Administrators’ Remuneration and Indemnity

15.1 Deed Administrators’ Costs

The Deed Administrators shall be:

(a) remunerated in respect of any work done by the Deed Administrators in their capacity as deed administrators in the course of the Arrangement, including that of the Deed Administrators' partners, employees, agents and sub-contract labour, in respect of or in any way relating to the implementation, administration and enforcement of the Arrangement by such amount as is determined in accordance with section 449E of the Act or by order of a Court; and

(b) reimbursed in respect of:

(i) all costs, expenses, outgoings, liabilities and obligations, including all legal costs, expenses and disbursements (on a full indemnity basis), incurred by or arising to the Deed Administrators, in connection with or in relation to the implementation, administration and enforcement of the Arrangement;

(ii) all legal and other professional costs, expenses and disbursements (on a full indemnity basis) incurred by or arising to the Deed Administrators, in connection with or in relation to any Court application or proceeding


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instituted by the Deed Administrators or any other party in respect of any matter concerning the administration or the enforcement of the Arrangement or any other document referred to in this Deed, and the deed of company arrangement in respect of the Company;

(iii) all other costs, liabilities, outgoings, expenses and remuneration of the Deed Administrators in their capacity as deed administrators of the Company, whether for the Deed Administrators personally or on behalf of the Company, incurred or accruing in the course of or in connection with the implementation, administration and enforcement of the Arrangement; and

(iv) any amount payable by the Deed Administrators for or in respect of GST or any other Tax relating to any matter arising out of this Deed or the Arrangement, and whether or not the Deed Administrators are personally liable for such GST or any other Tax.

15.2 Deed Administrator's Costs

The Deed Administrators will be entitled to deduct the Deed Administrators’ Costs as incurred from time to time from the Deed Funds and the Assets, subject to any resolution of creditors, the committee of creditors or Court order made under section 449E of the Act.

15.3 Nature of Indemnity

In addition to any rights they have under sections 443D, 443E and 443F of the Act, which shall be applicable to the Deed Administrators in their capacity as "deed administrators" under this Deed as they would normally apply to an administrator under Part 5.3A of the Act, the Deed Administrators and each of their partners, directors, employees, consultants and advisors are entitled to and shall be indemnified and held harmless by the Company out of the Deed Funds and the Assets for:

(a) the Deed Administrators’ Costs; and

(b) any liability incurred or debt payable by, or claim against, them (based in contract, tort, statute or otherwise, present or future, certain or contingent, ascertained or sounding only in damages), which may be alleged against them or arise from or in connection with:

(c) the appointment of the Deed Administrators; and/or

(d) the Arrangement and/or this Deed, including (without limitation) any conduct by the Deed Administrators, or their partners, directors, employees, consultants or advisors under or in connection with this Deed.

15.4 Continuing indemnity

The indemnity under clause 15.1 will take effect on and from the Commencement Date and be without limitation as to time and shall endure for the benefit of the Deed Administrators' respective legal personal representatives notwithstanding the removal of the Deed Administrators and any appointment of replacement administrators or the termination of the Arrangement for any reason whatsoever.

15.5 Indemnity not to be affected or prejudiced

The indemnity under clause 15.1 will not:


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(a) be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Deed Administrators and shall extend to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Deed Administrators, the approval and execution of this Deed or otherwise; or

(b) affect or prejudice all or any rights that the Deed Administrators may have in respect of the Company's Assets or against any other person, to be indemnified against the costs, charges, expenses and liabilities incurred by the Deed Administrators in, or incidental to, the exercise or performance of any of the powers or authorities conferred on the Deed Administrators by this Deed or otherwise.

15.6 Deed Administrators' Lien

The Deed Administrators are entitled to exercise a lien over the Deed Funds and the Assets to secure the Deed Administrators' indemnity conferred by this clause 15.6.

15.7 Survival Clause

Clause 15 will continue to apply despite the termination of the Arrangement.

15.8 Misconduct

No person, including without limitation the Deed Administrators, shall be entitled to the indemnity set out in this clause 15 in respect of any liability arising out of any fraudulent, dishonest or grossly negligent act or omission on their part.

16 Termination of Deed of Company Arrangement

16.1 Meeting to consider the future of the Company

At the Deed Administrators’ discretion or upon:

(a) any default under the terms of the Arrangement set out in this Deed;

(b) distribution of all amounts payable under the Arrangement set out in this Deed;

(c) ARF exercises its right to discontinue making the Costs and Expenses Fund available pursuant to clause 5.4; or

(d) the request of any Creditor (or Creditors) holding (either individually or collectively) in excess of 20% of the debts owed by AED,

a meeting of creditors will be convened to consider the future of AED.

16.2 Termination

Subject to this clause 16, the Arrangement set out in this Deed shall terminate upon the happening of the earliest of the following events:

(a) the Court makes an order under section 445D of the Act terminating this Deed, on

terms thereby determined or ordered;

(b) ARF exercises its right to discontinue making the Costs and Expenses Fund available pursuant to clause 5.4; or


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(c) Participating Creditors pass a resolution terminating this Deed in accordance with

sections 445C and 445CA of the Act at a meeting convened under sections 445F

of the Act where there has been a breach of this Deed.

The termination or avoidance, in whole or in part, of this Deed and the Arrangement established under it, shall not affect the previous operation of this Deed and shall survive the termination of this Deed.

16.3 Liquidation of the Company

This Deed shall terminate and the Company shall be placed into liquidation pursuant to sections 445C and 446B(1)(b) of the Act and Regulation 5.3A.07(1)(b) upon the occurrence of any of the following events:

(a) the Deed Administrators determine (acting reasonably) that the Company does not have sufficient funds to conduct the Relevant Business, and ARF has not put the Company into funds sufficient (judged by the Deed Administrators, acting reasonably) to meet the Company's debts, liabilities and obligations that are likely to be incurred from conducting the Relevant Business following reasonable notice from the Deed Administrators;

(b) any outstanding Financial Reporting Requirements are not satisfied and the Deed Administrator determines (acting objectively and reasonably) that there is no real prospect of these Financial Reporting Requirements being satisfied;

(c) the Deed Administrators determine (acting objectively and reasonably) that there are insufficient funds available under this Deed to meet the Deed Administrators’ Costs; or

(d) the Deed Administrators determine (acting objectively and reasonably) that, for any reason, it is no longer in creditors’ bests interests to continue to with the Arrangement.

16.4 Release of Deed Administrator

On termination of this Deed in accordance with clause 16, every person bound by this Deed hereby releases the Second Administrators, the Deed Administrators, the Second Administrators partners, employees, agents, sub-contract labour and advisors and the Deed Administrators' partners, employees, agents, sub-contract labour and advisors from all and any claims of any nature whatsoever concerning or arising out of the implementation, administration and enforcement of this Deed and/or the administration of the Company.

17 GST

17.1 GST Act

In this clause words that are defined in A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as their definition in that Act.

17.2 Exclusive of GST

Except as otherwise provided by this clause, all consideration payable under this Deed in relation to any supply is exclusive of GST.


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17.3 Recipient must pay

If GST is payable in respect of any supply made by a supplier under this Deed, subject to clause 17.4 the recipient will pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is to be provided under this Deed.

17.4 Tax Invoice

The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST payable under clause 17.3.

18 General

18.1 Governing Law

This document is governed by the law in force in Victoria, Australia.

18.2 Counterparts

This document may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.


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SCHEDULE A – First DOCA and Deed of Variation

EXECUTION VERSION

LME\03 2035 2631


AED Oil Ltd (Administrators Appointed) ACN 110 393 292

and

Andrew Hewitt and Matthew Donnelly

and

ARF Amber Pte Ltd

2012

EXECUTION VERSION

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION ......................................................................... 1 1.1 Definitions .............................................................................................................. 1 1.2 Interpretation .......................................................................................................... 7 2. DEED ADMINISTRATORS .......................................................................................... 7 3. NATURE OF DEED .................................................................................................... 7 3.1 All Persons Bound .................................................................................................... 7 3.2 Discharge of Debts ................................................................................................... 8 3.3 Release and Extinguishment of Claims ........................................................................ 8 3.4 Secured Party .......................................................................................................... 8 3.5 Bar to Creditors' Claim ............................................................................................. 8 3.6 Moratorium ............................................................................................................. 8 4. CONDITIONS ........................................................................................................... 9 4.1 Acknowledgement .................................................................................................... 9 4.2 Conditions Subsequent ............................................................................................. 9 4.3 Failure of conditions subsequent ................................................................................ 9 5. DEED OF COMPANY ARRANGEMENT ........................................................................... 9 5.1 Objectives ............................................................................................................... 9 5.2 Financial Reporting Requirements ............................................................................ 10 6. APPLICATION OF THE INITIAL FUND ........................................................................ 10 6.1 Initial Fund ........................................................................................................... 10 6.2 Contribution of Initial Fund ...................................................................................... 10 6.3 Use of Initial Fund .................................................................................................. 10 6.4 ARF's right to discontinue the Initial Fund ................................................................. 10 7. ASSETS ................................................................................................................ 11 8. RECORDS ............................................................................................................. 11 8.1 Retention of and Access to Records .......................................................................... 11 9. DIRECTORS ........................................................................................................... 11 9.1 Directors may conduct Relevant Business ................................................................. 11 9.2 Directors to procure preparation of financial reports in compliance with Financial Reporting

Requirements ........................................................................................................ 12 9.3 ARF to fund liabilities of the Company following the Commencement Date .................... 12 9.4 Directors shall have no power to sell or encumber Assets until the Termination Date ...... 12 9.5 Representations by ARF .......................................................................................... 13 9.6 ARF appoints Maddocks as agent for service of process .............................................. 13 9.7 Reversion of management control to Deed Administrator ............................................ 13 9.8 Refund of Initial Fund upon Termination Date ............................................................ 13 10. PRESCRIBED PROVISIONS ...................................................................................... 13 11. APPLICATION OF THE FURTHER FUND ...................................................................... 14 11.1 Further Fund ......................................................................................................... 14 11.2 ARF's Right to Discontinue the Further Fund .............................................................. 14 11.3 Payment of Further Fund ........................................................................................ 14 11.4 Application of the Further Fund ................................................................................ 14 11.5 Admitted Claims of a class to rank equally ................................................................ 14 11.6 Non-Participating Creditors ..................................................................................... 14 11.7 Deed Administrators' Costs ..................................................................................... 15 11.8 Determination and payment of Claims ...................................................................... 15 11.9 Determination of Priority ......................................................................................... 15 11.10 Treatment of Initial Fund upon liquidation of the Company .......................................... 15 12. MEETINGS OF PARTICIPATING CREDITORS AND CREDITORS' COMMITTEE ................... 16 12.1 Regulations to Apply .............................................................................................. 16 12.2 Committee of Inspection ......................................................................................... 16 13. POWERS OF DEED ADMINISTRATOR ........................................................................ 16 14. DEED ADMINISTRATOR'S REMUNERATION AND INDEMNITY ........................................ 18 14.1 Deed Administrators� Costs ..................................................................................... 18

EXECUTION VERSION

14.2 Deed Administrator's Costs ..................................................................................... 19 14.3 Nature of Indemnity ............................................................................................... 19 14.4 Continuing indemnity ............................................................................................. 19 14.5 Indemnity not to be affected or prejudiced ................................................................ 19 14.6 Deed Administrators' Lien ....................................................................................... 20 14.7 Survival Clause ...................................................................................................... 20 14.8 Misconduct ............................................................................................................ 20 15. TERMINATION OF DEED OF COMPANY ARRANGEMENT ................................................ 20 15.1 Termination .......................................................................................................... 20 15.2 Liquidation of the Company ..................................................................................... 21 15.3 Liquidation Fund .................................................................................................... 21 15.4 Release of Deed Administrator ................................................................................. 21 16. RELEASE OF SECOND ADMINISTRATORS AND NO PERSONAL LIABILITY OF SECOND

ADMINISTRATORS ................................................................................................. 21 17. GST ..................................................................................................................... 22 17.1 GST Act ................................................................................................................ 22 17.2 Exclusive of GST .................................................................................................... 22 17.3 Recipient must pay ................................................................................................ 22 17.4 Tax Invoice ........................................................................................................... 22 18. GOVERNING LAW AND JURISDICTION ...................................................................... 22 19. COUNTERPARTS .................................................................................................... 23

EXECUTION VERSION

1

AUSTRALIA\LME\223426476.04

THIS DEED POLL is made on 2012

BETWEEN:

(1) AED Oil Ltd (Administrators Appointed) ACN 110 393 292 at Grant Thornton, Rialto,

Level 30, 525 Collins Street, Melbourne VIC 3000 (the "Company"); and

(2) Andrew Hewitt and Matthew Donnelly at Grant Thornton, Rialto, Level 30, 525 Collins

Street, Melbourne VIC 3000 (the "Deed Administrators"); and

(3) ARF Amber Pte Ltd of 72 Anson Road, #07-01, Anson House, Singapore 079911

("ARF").

RECITALS:

(A) On 12 August 2011, Damien Templeton and Damian Hodgkinson were appointed joint and

several administrators (the "First Administrators") of the Company pursuant to a

resolution of the directors of the Company under section 436A of the Act.

(B) On 24 August 2011, the first meeting of creditors of the Company was held pursuant to

section 436E of the Act and the First Administrators were replaced by Nicholas Martin,

Daniel Bryant and Ian Carson of PPB Advisory (Melbourne) (the "Second

Administrators") by resolution of the creditors.

(C) After extensions of the period to convene the second meeting of creditors of the Company

("Second Meeting"), it was held on 7 September 2012 to consider a report and

statement by the Second Administrators pursuant to section 439A(4)(a), (b) and (c) of

the Act.

(D) There being no developed proposal for a deed of company arrangement then available to

the Second Administrators, but ARF having given an indication of its intention to develop

and present a proposal for a deed of company arrangement for the Company in the near

future, creditors resolved to adjourn the Second Meeting for a period of up to 45 business

days.

(E) At the reconvened Second Meeting of creditors held on 8 November 2012, the creditors of

the Company resolved (among other things) that the Company should enter into a deed of

company arrangement proposed by ARF, an outline of which was circulated to creditors in

advance of the meeting, and tabled at the meeting.

(F) This instrument has been prepared in compliance with the Second Administrators�

obligations under section 444A(3) of the Act to set out the terms of the Arrangement as

approved by creditors of the Company at the reconvened Second Meeting.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In the interpretation of this Deed, the terms and words set out in this clause 1.1 shall

have the following meanings unless otherwise indicated by the context:

"Act" means the Corporations Act 2001 (Cth).

�Admitted Claim� means a Claim that is admitted by the Deed Administrators in

accordance with this Deed. For the avoidance of doubt, any Claim by a Creditor who is a

Non-Participating Creditor will not be an Admitted Claim.

EXECUTION VERSION

2


�Alternate Auditor� means RSM Bird Cameron.

"Appointment Date" means 12 August 2011.

"ARF Forbearance Deed" means a forbearance deed between ARF and the Company.

�Arrangement� means the deed of company arrangement constituted pursuant to Part

5.3A of the Act by this Deed as varied from time to time.

"ASIC Relief" means relief sought by the Company from the Australian Securities and

Investments Commission that includes:

(a) deferral relief in respect of the Financial Reporting Requirements of the Company

during the period the Company is subject to deed of company arrangement

pursuant to this Deed;

(b) relief in respect of the holding of the AGM of the Company for the financial year

ending 30 June 2012; and

(c) relief in respect of the requirement to prepare, lodge and circulate the financial

report of the Company for the half year ending 31 December 2012.

"Assets" means all rights, property, interests and other assets of the Company as at the

Commencement Date, including:

(a) the Cameron Claim;

(b) the Company's 40% interest in the Joint Venture;

(c) research and development tax concessions;

(d) information technology infrastructure;

(e) the issued shares of the Subsidiaries held by the Company (beneficially or

otherwise);

(f) cash-at-bank;

(g) GST Refunds; and

(h) the company shell, listed on the Australian Securities Exchange.

"Auditor" means the auditors of the Company appointed in accordance with Division 6 of

Part 2M.4 of the Act from time to time.

"Auditor Engagement Letter" means the unconditional letter of engagement between

the Company and the Auditors, executed for the Company by the Deed Administrators, to

engage the Auditors to conduct the audit of the Company's financial reports and other

matters required for the Company�s compliance with the Financial Reporting

Requirements.

"Cameron Claim" means the claim by the Company against Cameron Australasia Pty Ltd

(Cameron) for damages relating to the services agreement dated in or about March 2006

pursuant to which Cameron provided the Company with services in respect of subsea

tress installed (or to be installed) on the P8 well operated by the Company at the Puffin

Field in the Timor Sea.

"Claim" means any debt owing (whether present or future, actual or contingent) by, or a

claim subsisting against, the Company in favour of a creditor of the Company, irrespective

EXECUTION VERSION

3


of whether the debt or claim arose by virtue of contract, at law, in equity or otherwise,

and being a debt or claim the circumstances giving rise to which occurred on or before the

Appointment Date and which would be admissible to proof against the Company in

accordance with Division 6 of Part 5.6 of the Act if the Company were to be wound up.

"Commencement Date" means the date that this Deed is executed by the Company,

the Deed Administrators and ARF.

�Contribution Notice� means a notice from the Deed Administrators to ARF in the form

set out in Schedule 1 to this Deed.

�Contribution Sum� means the amounts set out in the Contribution Notice.

�Court� means the Supreme Court or the Victorian District Registry of the Federal Court

of Australia.

�Creditor� means any person who has a Claim against the Company.

"Deed" means this Deed.

"Deed Administrators' Costs" means the Deed Administrators� remuneration and costs

under clause 14.1 of this Deed.

"Directors" means the directors of the Company as at the Commencement Date.

"Engagement Letters" means each of the following, in form and substance satisfactory

to the Deed Administrators:

(a) the Auditor Engagement Letter; and

(b) the Executive Engagement Letter.

"Excluded Claims" means any Claims of ARF and Sinopec.

"Excluded Creditors" means ARF and Sinopec.

"Executives" means executives of the Company who are considered by the Deed

Administrators, in consultation with ARF, to be necessary for the Company�s compliance

with the Financial Reporting Requirements.

"Executive Engagement Letter" means the letter(s) of engagement between the

Company and the Executives, executed for the Company by the Deed Administrators, to

engage the Executives to conduct the preparation of the financial reports and other

matters required under the Financial Reporting Requirements.

�Financial Reporting Costs� means the costs and expenses incurred by the Deed

Administrators and/or the Company in complying with the Financial Reporting

Requirements.

"Financial Reporting Requirements" means the financial reporting, disclosure and

other matters that the Company is required to conduct or make under the Act, as follows:

(a) Annual reports for the year ending 30 June 2011, including:

(i) Financial report comprising financial statements, notes and directors'

declaration (see below) under section 295 of the Act;

(ii) Directors' declaration under section 295(4) of the Act;

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(iii) Directors' report;

(iv) Auditor's report on the financial report;

(v) CFO/CEO's declaration under section 295A of the Act;

(vi) Board meeting of directors to resolve to approve the financial report;

(vii) Signature on the financial report and directors' report by a director;

(b) AGM for financial year ending 30 June 2011, which was due to be held before 30

November 2011;

(c) Half year reports for the half year ending 31 December 2011, including:

(i) Half-year financial report;



(iv) Auditor's (review) report;

(v) Board meeting of directors to resolve to approve the financial report;

(vi) Signature on the financial report and directors' report by a director;

(d) Annual reports for year ending 30 June 2012, including:

(i) Financial report comprising financial statements, notes and directors'

declaration (see below) under section 295 of the Act;



(iv) Auditor's report on the financial report;

(v) CFO/CEO's declaration under section 295A of the Act;

(vi) Board meeting of directors to resolve to approve the financial report; and

(vii) Signature on the financial report and directors' report by a director.

�Contribution Termination Date� means the date that the Deed Administrators receive

a Contribution Termination Notice.

�Contribution Termination Notice� means the written notice from ARF to the Deed

Administrators notifying them that ARF has elected to:

(a) cease making the Initial Fund available to the Deed Administrators under clause

6.4 of this Deed; or

(b) not advance the Further Fund under clause 11.2 of this Deed.

"Further Fund" means the fund comprising $1,530,000.

"GST" means:

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(a) the goods and services tax imposed on the supply of goods and services pursuant

to A New Tax System (Goods and Services Tax) Act 1999 (as amended); and

(b) any other goods and services tax, consumption tax, value added tax or other

similar tax.

"GST Refund" means the refunds that may be available to the Company in respect of

GST.

�Incumbent Auditor� means Ernst & Young (Melbourne).

"Indemnifying Creditors" means such parties who have provided funding for the costs

and expenses of the administration of the Company, as identified to the Deed

Administrators by the Second Administrators.

"Initial Fund" means an amount sufficient to meet:

(a) the costs, expenses and outgoings incurred by the Deed Administrators and/or the

Company for or in relation to the Company�s compliance with the Financial

Reporting Requirements; and

(b) the Deed Administrators' Costs.

"Joint Venture" means each unincorporated joint venture between the Company and

Sinopec governed by joint operating agreements between the Company and Sinopec

dated 18 June 2008 in respect of:

(a) Petroleum Exploration Permit No AC/P22;

(b) Petroleum Retention Lease No AC/RL 1; and

(c) Petroleum Production Licence No AC/L6.

�Liquidation Fund� means the sum of $25,000.

"LJC" means La Jolle Cove Investors Inc.

"Maddocks Lawyers" means Maddocks Lawyers (Melbourne), attention David Newman.

�Non-Participating Creditors� means the Excluded Creditors and LJC.

"Participating Creditors" means all Creditors other than the Non-Participating Creditors

(except to the extent that they are Indemnifying Creditors).

"Priority Claim" means a Claim for any amount for which a Participating Creditor would

have a right or entitlement to priority for payment under sections 556(1) or section 560 of

the Act, or any other Claim that would have priority under the Act to an unsecured Claim

against the Company, if the Company was in liquidation at the Appointment Date.

"Priority Creditor" means a Participating Creditor with a Priority Claim.

"Regulations" means the Corporations Regulations 2001.

"Relevant Business" means each of the following tasks or business:

(a) cause the Company to comply with the Financial Reporting Requirements;

(b) progress the Company�s engagement with appropriate regulatory bodies and

authorities, together with Sinopec, to address the following matters:

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(i) Petroleum Exploration Permit No. AC/P22: seek changes to the exploration

well commitments, and agree and declare locations;

(ii) Petroleum Retention Lease No AC/RL1: progress the renewal of this license;

(iii) Petroleum Production Licence No AC/L6: progress the amendment of a

production restart date, and manage the seal issue on Puffin 8; and

(c) Undertake desktop activities related to the Assets including the design of a plan of

development;

(d) execute:

(i) the Sinopec Forbearance Deed and the ARF Forbearance Deed; and

(ii) subject to clause 9.4, such documents in relation to the Joint Venture as

they may consider necessary;

(e) take such steps as they may consider necessary to preserve the Cameron claim;

and

(f) such other or further tasks or business that the Deed Administrators may authorise

in writing.

�Relevant Business Costs� means the liabilities, costs and expenses incurred by the

Deed Administrators and/or the Company in carrying on the Relevant Business.

"Relevant Expenses" means the amount paid by ARF on account of accrued

remuneration, costs and expenses of the Second Administrators, on the condition and

basis that there shall not be any personal liability of the Second Administrators for that

amount.

"Secured Creditor" means any Creditor with the benefit of a Security Interest at the

Commencement Date over all or any property of the Company securing all or any part of

its Claim.

"Security Interest" means any mortgage, charge, lien or pledge, or a security interest

within the meaning of the Personal Property Securities Act 2009 (Cth), as security for the

payment or repayment of a monetary obligation or the observance of any other

obligation.

"Sinopec" means Sinopec Oil and Gas Australia (Puffin) Pty Ltd.

"Sinopec Forbearance Deed" means a forbearance deed between Sinopec and the

Company.

"Subsidiaries" means any subsidiaries of the Company as that term is defined under the

Act.

"Tax" means a tax, levy, duty, charge, deduction or withholding, however it is described,

that is imposed by law or by a government agency, together with any related interest,

penalty, fine or other charge.

"Termination Date" means the date that the Arrangement terminates in accordance

with clause 15 of this Deed.

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1.2 Interpretation

(a) Legislation

A reference to legislation or to a provision of any legislation includes that legislation

or provision as modified from time to time and any legislation or provision of

legislation replacing such first mentioned legislation or provision and includes any

subordinate legislation made under it.

(b) Gender and Number

(i) Each gender includes all other genders.

(ii) A reference to a person includes a reference to a corporation and vice versa.

(iii) Words importing the singular include the plural and vice versa.

(c) Successors

A reference to a party includes that party's successors in title and permitted

assigns and, in the case of a natural person, that person's legal personal

representatives.

(d) Headings

Headings are for guidance only and do not form part of this Deed and do not affect

the construction or interpretation hereof or of any provision hereof.

(e) Clauses and Sections and Schedules

Reference in this deed to a particular clause, section or Schedule is a reference to

the clause, section or Schedule so numbered in this Deed.

2. DEED ADMINISTRATORS

(a) The Deed Administrators are the administrators of the Arrangement established by

this Deed.

(b) In exercising the powers conferred by this Deed and carrying out the duties arising

under this Deed, the Deed Administrators are taken to act as agent for and on

behalf of the Company, and shall not assume any personal liability.

3. NATURE OF DEED

3.1 All Persons Bound

Subject to clause 3.4, this Deed binds:

(a) ARF;

(b) in accordance with section 444D of the Act, all Creditors;

(c) in accordance with 444G of the Act, the Deed Administrators as "deed

administrators" under this Deed, the Company, the officers and the members of

the Company; and

(d) in accordance with section 444D(2) of the Act, any Secured Creditor who votes in

favour of this Deed.

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3.2 Discharge of Debts

All Creditors (other than the Excluded Creditors) must accept their entitlements (if any)

under this Deed in full satisfaction and complete discharge of all Claims which they have

or claim to have against the Company and each of them will, if called upon to do so,

execute and deliver to the Company such forms of release as the Deed Administrators

may require.

3.3 Release and Extinguishment of Claims

Upon termination of this Deed pursuant to clause 15.1(a)(i):

(a) the Company will be forever released from all Claims other than the Excluded

Claims; and

(b) all Claims other than the Excluded Claims are discharged and extinguished forever.

3.4 Secured Party

Nothing in this Deed will in any way restrict a right that a Secured Creditor who did not

vote in favour of this Deed has from realising or otherwise dealing with their Security

Interests.

3.5 Bar to Creditors' Claim

Subject to section 444D the Act, this Deed may be pleaded by the Company against any

Creditor as a bar to any Claim that is released, discharged and extinguished under this

Deed.

3.6 Moratorium

Subject to section 444D of the Act, there will be a moratorium in favour of the Company

from the Commencement Date until the Termination Date in respect of all Claims, and

during that moratorium the Creditors, the Directors and the Company's members must

not:

(a) wind up or take or concur in any step to wind up the Company or, without limiting

the generality of the foregoing, present any application for the winding up of the

Company or continue to prosecute any application presented on or before the

Commencement Date for the winding up of the Company;

(b) except for the purpose and to the extent provided in this Deed, institute or

prosecute any legal proceedings or continue to prosecute any legal proceedings

instituted on or before the Commencement Date in relation to any Claim;

(c) take or concur in any step or any further step for the purpose of enforcing, whether

by way of legal or equitable execution or otherwise, any judgment debt owed by

the Company or arbitration award against the Company or any interest on that

judgment debt or award;

(d) take any action or step to enforce or exercise any of its rights against the Company

in respect of Claims, including by making demand for payment, or otherwise;

(e) exercise any right of set off, cross claim or cross action to which that Creditor

would not have been entitled had the Company been wound up on the Appointment

Date;

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(f) commence or take any further step in any arbitration against the Company or to

which the Company is a party; or

(g) transfer or otherwise deal with any shares or securities issued by the Company,

except, in the case of paragraphs (b), (d), (e) and (f) above, with the leave of the Court

and in accordance with such terms (if any) as the Court imposes.

4. CONDITIONS

4.1 Acknowledgement

The parties to this Deed acknowledge that the ASIC Relief has been obtained by the

Company.

4.2 Conditions Subsequent

Each of the following conditions subsequent, must be satisfied in full:

(a) within 2 business days following the Commencement Date:

(i) the Sinopec Forbearance Deed being executed by the Company; and

(ii) the ARF Forbearance Deed being executed by the Company;

(b) within 60 days following the Commencement Date:

(i) the Auditor Engagement Letter being executed by the Company and either

the Incumbent Auditor or the Alternative Auditor; and

(ii) the Executive Engagement Letter(s) being executed by the Company and

the Executives.

4.3 Failure of conditions subsequent

In the event that any of the conditions subsequent in this clause are not satisfied or

waived by the Deed Administrator, the Deed Administrators may, at their absolute

discretion:

(a) convene a meeting of Creditors to determine the Company's future in accordance

with clause 15.1(a)(iii) of this Deed and ARF shall put the Deed Administrators into

funds for the purposes of them convening this meeting; or

(b) in respect of the condition subsequent in clause 4.2(b)(i), execute the Auditor

Engagement Letter with the Incumbent Auditor on behalf of the Company.

5. DEED OF COMPANY ARRANGEMENT

5.1 Objectives

The objectives of this Deed are to:

(a) procure the Company�s compliance with the Financial Reporting Requirements;

(b) progress the Relevant Business; and

(c) subject to clause 11.2, upon the Company complying with the Financial Reporting

Requirements, distribute the Further Fund to Participating Creditors.

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5.2 Financial Reporting Requirements

In order to progress the Financial Reporting Requirements as soon as possible after the

Commencement Date, the Deed Administrators (in consultation with ARF) shall:

(a) enter into the Executive Engagement Letter(s); and

(b) enter into conditional engagement arrangements with the Incumbent Auditors or

the Alternate Auditors with a view to progressing the Financial Reporting

Requirements for the Company.

6. APPLICATION OF THE INITIAL FUND

6.1 Initial Fund

The Initial Fund will be such amount as is required by the Deed Administrators to meet

the:

(a) Deed Administrators' Costs;

(b) Financial Reporting Costs; and

(c) Relevant Business Costs,

in full.

6.2 Contribution of Initial Fund

ARF shall pay the Initial Fund to the Deed Administrators as follows:

(a) $35,000 on the Commencement Date; and

(b) $65,000 within five (5) business days of the Commencement Date; and

(c) the balance as may be requested by the Deed Administrators from time to time

and paid within 5 business days after receipt of a Contribution Notice from the

Deed Administrators.

6.3 Use of Initial Fund

The Deed Administrators may only use the Initial Fund as follows:

(a) first, to pay the Deed Administrators� Costs;

(b) second, to pay the Financial Reporting Costs;

(c) third, to pay the Relevant Business Costs; and

(d) the balance (if any) to refund ARF in accordance with clause 9.8 of this Deed.

6.4 ARF's right to discontinue the Initial Fund

(a) ARF may, at any time, serve the Deed Administrators with a Contribution

Termination Notice and thereafter ARF shall only liable to advance to the Deed

Administrators such amount of the Contribution Sum as has been incurred by the

Company or the Deed Administrators on or prior to the Contribution Termination

Date.

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(b) Should ARF serve the Deed Administrators with a Contribution Termination Notice

under clause 6.4(a), then:

(i) ARF shall indemnify the Deed Administrators and the Company from, and

must meet and put the Company into funds sufficient to discharge all of the

Deed Administrators� Costs and the Deed Administrators� and the Company's

accrued debts and liabilities, including to the Auditors, the Executives, the

Deed Administrators, and to any other persons in connection with the

Financial Reporting Requirements or the conduct of the Relevant Business,

or otherwise;

(ii) the Deed Administrators shall convene a meeting of the Company's creditors

to determine the Company's future in accordance with clause 15.1(a)(iii);

and

(iii) ARF shall put the Deed Administrators into funds for the purposes of them

convening the meeting outlined in clause 6.4(b)(ii) above.

7. ASSETS

(a) The Assets:

(i) remain subject to a Security Interest in favour of a Secured Creditor not

otherwise bound by this Deed; and

(ii) do not form part of the property available for distribution in satisfaction of

Creditors� Claims under this Deed.

(b) Subject to clause 9, on the Commencement Date, the Deed Administrators will

provide to the Directors with access to the Assets to enable the Directors to

conduct the Relevant Business in accordance with the terms of this Deed.

8. RECORDS

8.1 Retention of and Access to Records

(a) After the Commencement Date, the Company must retain all records relating to

both the period prior to the Appointment Date and the period of the administration

of the Company for seven years in accordance with section 286(2) of the Act.

(b) The Deed Administrators may at any time inspect the books and records of the

Company and the Company authorises the Deed Administrators and their staff to

enter the premises of the Company upon reasonable notice and during usual

business hours for the purpose of conducting such an inspection and for the

purpose of doing anything necessary or desirable to give effect to this Deed or any

requirement under the Act.

9. DIRECTORS

9.1 Directors may conduct Relevant Business

From the Commencement Date, subject to the terms of this clause 9, the Directors shall

have the authority and such powers as they reasonably require to cause the Company to

conduct the Relevant Business with such consultation with the Deed Administrators as

they may reasonably require.

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9.2 Directors to procure preparation of financial reports in compliance with Financial

Reporting Requirements

The Directors shall cause the Company to take such steps as are reasonably required, and

the Deed Administrators shall provide such cooperation as is reasonably required, to

cause the Company to comply with the Financial Reporting Requirements.

9.3 ARF to fund liabilities of the Company following the Commencement Date

ARF shall indemnify the Deed Administrators and the Company and put the Deed

Administrators and the Company into funds sufficient (as judged by the Deed

Administrators acting reasonably) to meet any debts or liabilities the Deed Administrators

or the Company may incur between the Commencement Date and the Termination Date,

including without limitation:

(a) the costs and liabilities of the Company authorised by the Directors conducting the

Relevant Business in accordance with this clause 9; and

(b) the costs and expenses of and associated with the Company's compliance with the

Financial Reporting Requirements,

in each case before any such debts or liabilities are incurred by the Company.

9.4 Directors shall have no power to sell or encumber Assets until the Termination

Date

Whilst the Company is subject to the Arrangement, the Directors shall:

(a) not have the power to issue proceedings in the Company's name without the prior

written consent of the Deed Administrators;

(b) not have the power to effect changes to the Company's affairs or business without

the prior written consent of the Deed Administrators;

(c) not have the power or authority to conduct any of the following matters on behalf

of the Company without the prior written consent of the Deed Administrator (which

shall not be unreasonably withheld):

(i) sell, transfer or otherwise dispose of, or alienate, any of the Assets;

(ii) issue or agree to issue shares or any other form of securities in the

Company;

(iii) grant or agree to grant any Security Interests over any of the Assets;

(iv) cause the Company to incur financial indebtedness, except where that

indebtedness is met or discharged by ARF in advance of the liability being

incurred by the Company, and is in the ordinary course of the Company's

ordinary business;

(v) declare any dividends or distributions to holders of securities in the

Company;

(vi) make substantial changes to the nature of the business of the Company; or

(vii) appoint further or replacement directors to the board of the Company.

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9.5 Representations by ARF

ARF hereby represents warrants and confirms to the Company and the Deed

Administrators that:

(a) it is a company limited by shares incorporated under the laws of Singapore;

(b) it has full legal capacity and power to:

(i) own its property and to carry on its business; and

(ii) enter into this Deed and to carry out the transactions it contemplates;

(c) it has taken all corporate action that is necessary or desirable to authorise its entry

into of this Deed and to carry out the transactions it contemplates; and

(d) this Deed constitutes its legal, valid and binding obligations, enforceable against it

in accordance with its terms (except to the extent limited by equitable principles

and laws affecting creditors' rights generally).

9.6 ARF appoints Maddocks as agent for service of process

(a) ARF hereby appoints Maddocks Lawyers as its agent for service of process in

respect of all matters concerning this Deed.

(b) All process served upon [email protected] of Maddocks Lawyers

shall be good and effective service upon ARF in respect of any proceeding

commenced in any state of Australia.

9.7 Reversion of management control to Deed Administrator

The Deed Administrators may, at any time during the period of the Arrangement, by

serving a written notice upon the Directors, resume management and control of the

Company and require that the Directors cease conducting the Relevant Business, if in the

Deed Administrators� opinion (acting reasonably and in good faith) the Directors have, or

are about to, engage in misconduct or other acts or conduct that are likely (when judged

objectively and reasonably) to cause prejudice to:

(a) the Company's reputation or standing;

(b) the interests of the Participating Creditors or members of the Company; or

(c) the reputation or interests of the Deed Administrators.

9.8 Refund of Initial Fund upon Termination Date

The Directors and the Deed Administrators shall procure that any residual amounts that

remain un-deducted and unused within the Initial Fund as at the Termination Date shall

be refunded to ARF.

10. PRESCRIBED PROVISIONS

The prescribed provisions set out in Schedule 8A of the Regulations (except for

regulations 10) shall apply to this Deed to the extent they are not inconsistent (as

determined by the Deed Administrator in good faith) with any provision of this Deed

(provisions of this Deed shall prevail in the event of any inconsistency).

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Nothing in this Deed shall override sections 444DA or 444DB of the Act, which shall apply

to this Deed. Any provision of this Deed which is inconsistent with those sections shall be

modified to the extent necessary to require with those sections.

11. APPLICATION OF THE FURTHER FUND

11.1 Further Fund

Subject to the provisions of this Deed, the Further Fund will constitute the property

available to pay the Claims of the Participating Creditors including the Priority Creditors.

11.2 ARF's Right to Discontinue the Further Fund

(a) ARF may, at any time, serve the Deed Administrators with a Contribution

Termination Notice and thereafter shall not be liable to advance the Further Fund.

(b) Should ARF serve the Deed Administrators with a Contribution Termination Notice

under clause 11.2(a), the Deed Administrators shall convene a meeting of the

Company's creditors to determine the Company's future in accordance with clause

15.1(a)(iii) and ARF shall put the Deed Administrators into funds for the purposes

of them convening this meeting.

11.3 Payment of Further Fund

Upon the completion of the Financial Reporting Requirements, ARF shall pay the Further

Fund to the Deed Administrators.

11.4 Application of the Further Fund

(a) The Deed Administrators shall apply the Further Fund as follows:

(i) first, the remaining amounts (if any) in the Initial Fund, and the Further

Fund, to the Deed Administrators in payment in full of the Deed

Administrators� Costs;

(ii) second, in payment of the Priority Claims of the Indemnifying Creditors to a

limit of $850,000;

(iii) third, in payment of the Priority Claims of all Priority Creditors other than

the Indemnifying Creditors;

(iv) the balance to the Participating Creditors.

(b) The Deed Administrators will notify the Company as and when the Further Fund

has been applied in accordance with this clause.

11.5 Admitted Claims of a class to rank equally

The Admitted Claims of a class of Creditors referred to in clause 11.4 rank equally

between themselves and must be paid in full, unless the Fund is insufficient to meet them,

in which case they must be paid proportionately.

11.6 Non-Participating Creditors

The Non-Participating Creditors are not entitled to participate in, and will not prove to

recover any Claim for the purposes of, and in relation to, the Arrangement. For the

avoidance of doubt Non-Participating Creditors are not entitled to any distribution from

the Further Fund.

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11.7 Deed Administrators' Costs

The Deed Administrators need not make any distributions to any Participating Creditors

pursuant to this clause unless the Deed Administrators are satisfied that the Further Fund

will be sufficient to fully pay all Deed Administrators� Costs.

11.8 Determination and payment of Claims

Subdivisions A, B, C and E of Division 6 of Part 5.6 of the Act apply to claims made under

this deed as if the references to the liquidator were references to the Deed Administrator

of this Deed, and in particular, the remainder of the Act, and the Regulations, are taken to

apply, as far as practicable, as if:

(a) a reference that is relevant to the liquidator were a reference in a form that is

applicable to the Deed Administrator;

(b) a reference that is relevant to any other matter relating to liquidation were a

reference in a form that is applicable to the administration of this Deed;

(c) a reference to a relevant date were a reference to the date of the administrator's

appointment.

11.9 Determination of Priority

(a) For the purpose of determining the Priority Claims payable pursuant to this clause,

sections 556, 558, 559, 560 and 561 of the Act are to apply with such

modifications as may be necessary as if the Company had been wound up with the

Appointment Date being the date on which the winding up was taken to have

begun.

(b) For the avoidance of doubt, any amount payable by the Company in respect of any

superannuation guarantee charge under the Superannuation Guarantee Charge Act

1992 or the Superannuation Guarantee (Administration) Act 1992 (Cth) will be

accorded the same priority under this Deed as superannuation contributions

referred to in section 556(1)(e) of the Act, and will rank in priority for payment of

dividends accordingly.

(c) Sections 444DA or 444DB of the Act shall apply to this Deed and to Claims of

Participating Creditors.

11.10 Treatment of Initial Fund upon liquidation of the Company

In all circumstances, to the extent only that the First Administrators, the Second

Administrators, the Deed Administrators, any liquidators of the Company and any other

officers of the Company are not personally or otherwise liable for the repayment of any

such amounts in any way, amounts paid by ARF on account of the Initial Fund and the

Relevant Expenses (each being "Relevant Amounts" in this clause 11.10):

(a) will be, to the extent that such Claims are afforded priority under section 556(1)(a)

or 556(1)(c) of the Act or to the extent the law otherwise permits, upon a

liquidation of the Company, if a liquidator (in his absolute discretion) makes any

distribution to unsecured creditors of the Company, paid in priority to unsecured

Claims, but only:

(i) to the extent of any net assets actually recovered upon a liquidation, and a

liquidator having funds to make a distribution to unsecured Creditors;

EXECUTION VERSION

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(ii) after the full defrayment of and payment in full of all costs, expenses,

remuneration, outgoings and legal costs of any liquidator ("Liquidation

Expenses")).

(b) To the extent that (A) any personal or other liability might be incurred by any of

the First Administrators, the Second Administrators, the Deed Administrators, any

liquidator, or any other officer of the Company, or (B) any Liquidation Expenses

could not be, at law, fully paid before and in priority to any Relevant Amounts are

paid to ARF upon a liquidation of the Company, then the Relevant Amounts shall

not be repayable at all to ARF, and shall be forgiven and released forever.

12. MEETINGS OF PARTICIPATING CREDITORS AND CREDITORS' COMMITTEE

12.1 Regulations to Apply

Regulations 5.6.12 to 5.6.36A of the Regulations apply, with such modifications as are necessary, to meetings of creditors held under this Deed as if the references to the liquidator, the liquidator or provisional liquidator, the chairman or trustee for debenture holders, as the case may be, were references to the Deed Administrators of this Arrangement.

12.2 Committee of Inspection

There shall be a committee of inspection, which shall be composed of the following creditors:

(a) ARF (represented by Tim Baldwin or another);

(b) Richard Little (a former employee of the Company); and

(c) RSM Bird Cameron (represented by Simon Aitken or another).

13. POWERS OF DEED ADMINISTRATOR

For the purpose only of administering this Arrangement, the Deed Administrators have the

following powers:

(a) to manage the affairs of the Company, with the full authority conferred upon any

director, the board of the Company, and any administrator of any company under

Part 5.3A of the Act;

(b) to enter upon or take possession of the property of the Company;

(c) to lease or let or hire the property of the Company;

(d) to grant options over property of the Company on such conditions as the Deed

Administrator thinks fit;

(e) to insure property of the Company;

(f) to repair, renew or enlarge property of the Company;

(g) to call in, collect or convert into money the property of the Company;

(h) to administer the assets available for the payment of claims of creditors in

accordance with the provisions of this Deed;

(i) to purchase, hire, lease or otherwise acquire any property or interest in property

from any person or corporation;

EXECUTION VERSION

17


(j) to borrow or raise money, whether secured upon any or all of the assets of the

Company or unsecured, for any period on such terms as the Deed Administrator

thinks fit and whether in substitution for any existing security or otherwise;

(k) to bring, prosecute and defend in the name and on behalf of the Company or in the

name of the Deed Administrators any actions, suits or proceedings;

(l) to refer to arbitration any question affecting the Company;

(m) to make payments to any secured creditor of the Company and any person who is

the owner or lessor of property possessed, used or occupied by the Company;

(n) to convene and hold meetings of the members or creditors of the Company for any

purpose the Deed Administrators think fit;

(o) to make interim or other distributions of the proceeds of the realisation of the

assets available for the payment of claims of creditors as provided in this Deed;

(p) to appoint agents to do any business or to attend to any matter or affairs of the

Company that the Deed Administrators are unable to do, or that it is unreasonable

to expect the Deed Administrators to do, in person;

(q) to engage or discharge directors, officers or employees on behalf of the Company;

(r) to appoint a solicitor, accountant or other professionally qualified person to assist

the Deed Administrators;

(s) to permit any person authorised by the Deed Administrators to operate any

account in the name of the Company;

(t) to sell, call in or convert into money any of the property of the Company, to apply

the money in accordance with this Deed and otherwise effectively and properly to

carry out the Deed Administrators' duties as administrators;

(u) to do all acts and execute in the name and on behalf of the Company all deeds,

receipts and other documents, using the Company's common or official seal when

necessary;

(v) subject to the Bankruptcy Act 1966, to prove in the bankruptcy of any contributor

or debtor of the Company or under any deed executed under that Act;

(w) subject to the Act, to prove in the winding up of any contributory or debtor of the

Company or under any scheme of arrangement entered into, or deed of company

arrangement executed, under the Act;

(x) to draw, accept, make or endorse any bill of exchange or promissory note in the

name and on behalf of the Company;

(y) to take out letters of administration of the estate of a deceased contributory or

debtor, and do any other act necessary for obtaining payment of any money due

from a contributory or debtor, or the estate of a contributory or debtor, that cannot

be conveniently done in the name of the Company;

(z) to bring or defend an application for the winding up of the Company;

(aa) to carry on the business of the Company on such terms and conditions and for such

purposes and times and in such manner as the Deed Administrators think fit

subject only to the limitations imposed by this Deed;

EXECUTION VERSION

18


(bb) to sell any or all of the property of the Company including the whole of the

business or undertaking of the Company at any time the Deed Administrators think

fit, either by public auction or by private contract and either for a lump sum or for

a sum payable by instalment or for a sum on account and to obtain a mortgage

charge or encumbrance for the balance or otherwise;

(cc) to close down the whole or any part of any business of the Company;

(dd) to enter into and complete any contract for the sale of shares in the Company;

(ee) to compromise any debts or claims brought by or against the Company on such

terms as the Deed Administrators think fit and to take security for the discharge of

any debt forming part of the property of the Company;

(ff) to pay any class of creditors in full, subject to Subdivision D of Division 6 of Part

5.6 of the Act;

(gg) to do anything that is incidental to exercising a power set out in this clause;

(hh) to do anything else that is necessary or convenient for the purpose of

administering this Deed.

14. DEED ADMINISTRATOR'S REMUNERATION AND INDEMNITY

14.1 Deed Administrators� Costs

The Deed Administrators shall be:

(a) remunerated in respect of any work done by the Deed Administrators in their

capacity as deed administrators in the course of the Arrangement, including that of

the Deed Administrators' partners, employees, agents and sub-contract labour, in

respect of or in any way relating to the implementation, administration and

enforcement of the Arrangement by such amount as is determined in accordance

with section 449E of the Act or by order of a Court; and

(b) reimbursed in respect of:

(i) all costs, expenses, outgoings, liabilities and obligations, including all legal

costs, expenses and disbursements (on a full indemnity basis), incurred by

or arising to the Deed Administrators, in connection with or in relation to the

implementation, administration and enforcement of the Arrangement;

(ii) all legal and other professional costs, expenses and disbursements (on a full

indemnity basis) incurred by or arising to the Deed Administrators, in

connection with or in relation to any Court application or proceeding

instituted by the Deed Administrators or any other party in respect of any

matter concerning the administration or the enforcement of the

Arrangement or any other document referred to in this Deed, and the deed

of company arrangement in respect of the Company;

(iii) all other costs, liabilities, outgoings, expenses and remuneration of the Deed

Administrators in their capacity as deed administrators of the Company,

whether for the Deed Administrators personally or on behalf of the

Company, incurred or accruing in the course of or in connection with the

implementation, administration and enforcement of the Arrangement; and

(iv) any amount payable by the Deed Administrators for or in respect of GST or

any other Tax relating to any matter arising out of this Deed or the

EXECUTION VERSION

19


Arrangement, and whether or not the Deed Administrators are personally

liable for such GST or any other Tax.

14.2 Deed Administrator's Costs

The Deed Administrators will be entitled to deduct the Deed Administrators� Costs as

incurred from time to time from the Initial Fund, the Further Fund and the Assets, subject

to any resolution of creditors, the committee of creditors or Court order made under

section 449E of the Act.

14.3 Nature of Indemnity

In addition to any rights they have under sections 443D, 443E and 443F of the Act, which

shall be applicable to the Deed Administrators in their capacity as "deed administrators"

under this Deed as they would normally apply to an administrator under Part 5.3A of the

Act, the Deed Administrators and each of their partners, directors, employees, consultants

and advisors are entitled to and shall be indemnified and held harmless by the Company

out of the Initial Fund, the Further Fund and the Assets for:

(a) the Deed Administrators� Costs; and

(b) any liability incurred or debt payable by, or claim against, them (based in contract,

tort, statute or otherwise, present or future, certain or contingent, ascertained or

sounding only in damages), which may be alleged against them or arise from or in

connection with:

(i) the appointment of the Deed Administrators; and/or

(ii) the Arrangement and/or this Deed, including (without limitation) any

conduct by the Deed Administrators, or their partners, directors, employees,

consultants or advisors under or in connection with this Deed.

14.4 Continuing indemnity

The indemnity under clause 14.1 will take effect on and from the Commencement Date

and be without limitation as to time and shall endure for the benefit of the Deed

Administrators' respective legal personal representatives notwithstanding the removal of

the Deed Administrators and any appointment of replacement administrators or the

termination of the Arrangement for any reason whatsoever.

14.5 Indemnity not to be affected or prejudiced

The indemnity under clause 14.1 will not:

(a) be affected, limited or prejudiced in any way by any irregularity, defect or invalidity

in the appointment of the Deed Administrators and shall extend to all actions, suits,

proceedings, accounts, liabilities, claims and demands arising in any way out of any

defect in the appointment of the Deed Administrators, the approval and execution

of this Deed or otherwise; or

(b) affect or prejudice all or any rights that the Deed Administrators may have in

respect of the Company's Assets or against any other person, to be indemnified

against the costs, charges, expenses and liabilities incurred by the Deed

Administrators in, or incidental to, the exercise or performance of any of the

powers or authorities conferred on the Deed Administrators by this Deed or

otherwise.

EXECUTION VERSION

20


14.6 Deed Administrators' Lien

The Deed Administrators are entitled to exercise a lien over the Initial Fund and the

Further Fund and the Assets to secure the Deed Administrators' indemnity conferred by

this clause 14.

14.7 Survival Clause

Clause 14 will continue to apply despite the termination of the Arrangement.

14.8 Misconduct

No person, including without limitation the Deed Administrators, shall be entitled to the

indemnity set out in this clause 14 in respect of any liability arising out of any fraudulent,

dishonest or grossly negligent act or omission on their part.

15. TERMINATION OF DEED OF COMPANY ARRANGEMENT

15.1 Termination

(a) Subject to this clause 15, the Arrangement set out in this Deed shall terminate

upon the happening of the earliest of the following events:

(i) the terms of this Deed and the Arrangement have been fulfilled and the

Deed Administrators certify in accordance with clause 15.1(c) and section

445FA of the Act that the terms of this Deed have been fully effectuated;

(ii) the Court makes an order under section 445D of the Act terminating this

Deed, on terms thereby determined or ordered;

(iii) Participating Creditors pass a resolution terminating this Deed in accordance

with sections 445C and 445CA of the Act at a meeting convened under

sections 445F of the Act where:

(A) there has been a breach of this Deed;

(B) any of the conditions subsequent in clause 4.2 are not satisfied or

waived;

(C) ARF exercises its right to discontinue making the Initial Fund

available pursuant to clause 6.3; or

(D) ARF exercise its right to determine not to advance the Further Fund

pursuant to clause 11.2.

(b) The termination or avoidance, in whole or in part, of this Deed and the

Arrangement established under it, shall not affect the previous operation of this

Deed and clauses 6.4(b)(i), 8.1, 9.3, 11.2(b), 11.10, 14, 15 and 16 shall survive

the termination of this Deed.

(c) Upon fulfilment of the terms of this Deed and the Arrangement established under

this Deed pursuant to clause 15.1(a)(i), the Deed Administrators shall certify to

that effect in writing as soon as practicable (and in any event, within 28 days of

termination) by lodging with the Australian Securities and Investments Commission

a notice of termination of this Deed in the following terms:

AED OIL LTD (ACN 110 393 292) (Subject to Deed of Company Arrangement)

EXECUTION VERSION

21


We, Andrew Hewitt and Matthew Donnelly, Deed Administrators of the Deed of

Company Arrangement executed on [date] CERTIFY that the deed of company

arrangement has been wholly effectuated.

15.2 Liquidation of the Company

This Deed shall terminate and the Company shall be placed into liquidation pursuant to

sections 445C and 446B(1)(b) of the Act and Regulation 5.3A.07(1)(b) upon the

occurrence of any of the following events:

(a) the Deed Administrators determine (acting reasonably) that the Company does not

have sufficient funds to conduct the Relevant Business, and ARF has not put the

Company into funds sufficient (judged by the Deed Administrators, acting

reasonably) to meet the Company's debts, liabilities and obligations that are likely

to be incurred from conducting the Relevant Business following reasonable notice

from the Deed Administrators;

(b) the Financial Reporting Requirements are not satisfied and the Deed Administrator

determines (acting reasonably) that there is no real prospect of the Financial

Reporting Requirements being satisfied; or

(c) the Deed Administrators determine (acting objectively and reasonably) that there

are insufficient funds available under this Deed to meet the Deed Administrators�

Costs.

15.3 Liquidation Fund

In the event that this Deed and the Arrangement established under this Deed terminates

in accordance with clauses 15.1(a)(ii), 15.1(a)(iii) or 15.2 of this Deed:

(a) ARF shall pay the Deed Administrators the Liquidation Fund; and

(b) to the extent that any amount is payable to ARF under clause 9.8 of this Deed,

such amount shall be set off against ARF�s liability to pay the Liquidation Fund to

the Deed Administrators under this clause.

15.4 Release of Deed Administrator

On termination of this Deed in accordance with clause 15.1(a)(i), every person bound by

this Deed hereby releases the Second Administrators, the Deed Administrators, the

Second Administrators partners, employees, agents, sub-contract labour and advisors and

the Deed Administrators' partners, employees, agents, sub-contract labour and advisors

from all and any claims of any nature whatsoever concerning or arising out of the

implementation, administration and enforcement of this Deed and/or the administration of

the Company.

16. RELEASE OF SECOND ADMINISTRATORS AND NO PERSONAL LIABILITY OF

SECOND ADMINISTRATORS

(a) On the execution of this Deed, the Company, the Participating Creditors, ARF, LJC,

the members of the Company, the Directors and every other person bound by this

Deed hereby releases the Second Administrators (in their capacity as

administrators of the Company), the Second Administrators' firm, partners,

directors, employees, agents, sub-contract labour and advisors from, and

unconditionally waives and surrenders, all and any claims, complaints, demands,

recourse, actions, remedies, recourse, relief and any other liability or obligation of

any nature whatsoever, whether present or future, actual or contingent, concerning

or arising out of the administration of the Company under Part 5.3A of the Act,

EXECUTION VERSION

22


whether the facts giving rise to such occur or arise before or after the execution of

this Deed, except in the case of a breach of duty, or negligence, on the part of the

Second Administrators.

(b) In the performance or exercise of the Second Administrator's powers, obligations,

functions and duties, the Second Administrators will not be personally liable for:

(i) any debts, liabilities, obligations or Claims of any kind whatsoever incurred

by or on behalf of the Company whether before, during or after the period of

the operation of this Deed; and

(ii) any loss, liability or damage of any kind whatsoever caused by or as a result

of any act, default or omission of the Second Administrators or any person

or body corporate acting on their behalf in exercising their powers,

obligations, functions or duties.

(c) Despite any other provision of this Deed, any contribution, funding, advances or

other financial accommodation made available to the Company or the Deed

Administrators under or pursuant to this Deed or the Arrangement, including

without limitation on account of the Initial Fund, the Further Fund or otherwise

(Nominated Amounts) shall not give rise to any personal or other liability on the

part of the Second Administrators.

(d) To the extent that any personal or other liability might be incurred by the Second

Administrators in respect of Nominated Amounts, then the Nominated Amounts

shall not be repayable at all, and shall be forgiven and released forever.

17. GST

17.1 GST Act

In this clause words that are defined in A New Tax System (Goods and Services Tax) Act

1999 have the same meaning as their definition in that Act.

17.2 Exclusive of GST

Except as otherwise provided by this clause, all consideration payable under this Deed in

relation to any supply is exclusive of GST.

17.3 Recipient must pay

If GST is payable in respect of any supply made by a supplier under this Deed, subject to

clause 17.4 the recipient will pay to the supplier an amount equal to the GST payable on

the supply at the same time and in the same manner as the consideration for the supply

is to be provided under this Deed.

17.4 Tax Invoice

The supplier must provide a tax invoice to the recipient before the supplier will be entitled

to payment of the GST payable under clause 17.3.

18. GOVERNING LAW AND JURISDICTION

This Deed shall be governed by the laws of the state of Victoria. The courts of the state of

Victoria shall have non-exclusive jurisdiction in respect of matters concerning this Deed.

EXECUTION VERSION

23


19. COUNTERPARTS

This Deed may be executed in any number of counterparts all of which taken together

constitute one instrument.

EXECUTION VERSION

24


SCHEDULE 1 �CONTRIBUTION NOTICE

TO: ARF Amber Pte Ltd

Care of David Newman

Maddocks Lawyers (Melbourne)

140 Williams Street

MELBOURNE VIC 3000

(ARF)

1. TAKE NOTICE that by a deed of company arrangement dated November 2012 (Deed) ARF agreed to pay to the Company named in item 1 of the Schedule and Deed Administrators named in item 2 of the Schedule the Initial Fund (as that term is defined in

the Deed).

2. TAKE FURTHER NOTICE that in accordance with the terms of the Deed the Company and the Deed Administrators request that ARF contribute the Contribution Sum set out in item 3 of the Schedule for the Purpose set out in item 4 of the Schedule by depositing the Contribution Sum to the Deed Administrators� Bank Account, the details of which are set out at item 5 of the Schedule.

3. In accordance with clause 6.2(b) of the Deed ARF must deposit the Contribution Sum into

the Deed Administrators� Bank Account within 2 business days after receipt of this Notice.

DATED this day of

��

Joint and Several Deed Administrator

AED Oil Ltd (Subject to Deed of Company Arrangement)

(ACN 110 393 292)

Schedule

1. Company AED Oil Ltd (Subject to Deed of Company Arrangement) ACN 110 393 292 at Grant Thornton, Rialto, Level 30, 525 Collins Street, Melbourne VIC 3000

EXECUTION VERSION

25


2. Deed Administrators

Andrew Hewitt and Matthew Donnelly at Grant Thornton,

Rialto, Level 30, 525 Collins Street, Melbourne VIC 3000

3. Contribution Sum $[Deed Administrators Costs]

$[Financial Reporting Costs]

$[Relevant Business Costs]

-------------------------------------

$[Total Contribution Sum]

4. Purpose [insert description of the purpose for the requested

contribution]

5. Deed Administrator's

Bank Account

means the account styled in the name of AED Oil Ltd

(Subject to Deed of Company Arrangement) held with the [insert] bearing BSB [insert] Account Number [insert].


Page 29

5229436_069.doc

SCHEDULE B – Proposal for Deed of Company Arrangement

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Page 30

5229436_069.doc

SCHEDULE C – Contribution Notice

SCHEDULE 1 –CONTRIBUTION NOTICE

TO: ARF Amber Pte Ltd

Care of David Newman

Maddocks Lawyers (Melbourne)

140 William Street

MELBOURNE VIC 3000

(ARF)

1. TAKE NOTICE that by a deed of company arrangement dated 29 November 2012 and varied on 21 February 2014 (Deed) ARF agreed to pay to the Company named in item 1 of

the Schedule and Deed Administrators named in item 2 of the Schedule the Initial Fund (as that term is defined in the Deed).

2. TAKE FURTHER NOTICE that in accordance with the terms of the Deed the Company and the Deed Administrators request that ARF contribute the Contribution Sum set out in item 3 of the Schedule for the Purpose set out in item 4 of the Schedule by depositing the Contribution Sum to the Deed Administrators’ Bank Account, the details of which are set out at item 5 of the Schedule.

3. In accordance with clause 6.2(b) of the Deed ARF must deposit the Contribution Sum into

the Deed Administrators’ Bank Account within 5 business days after receipt of this Notice.

DATED this of 2014

………………………………………

Joint and Several Deed Administrator

AED Oil Ltd (Subject to Deed of Company Arrangement)

(ACN 110 393 292)

Schedule

1. Company AED Oil Ltd (Subject to Deed of Company Arrangement)

ACN 110 393 292 at Grant Thornton, Rialto, Level 30, 525

Collins Street, Melbourne VIC 3000

2. Deed Administrators

Andrew Hewitt and Matthew Donnelly at Grant Thornton,

Rialto, Level 30, 525 Collins Street, Melbourne VIC 3000

3. Contribution Sum $ [Relevant Business Costs]

-------------------------------------

$

4. Purpose

5. Deed Administrator's

Bank Account

means the account styled in the name of AED Oil Ltd

(Subject to Deed of Company Arrangement) held with the

Commonwealth Bank of Australia bearing BSB 063 000

Account Number 12335259.

deed of company arrangement...deed of company arrangement page 5 5229436_069.doc commencement date...

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