Carter, in the matter of SFM Australasia Pty Ltd (Administrators Appointed) ACN 105 317 333 [2009] FCA 360

FEDERAL COURT OF AUSTRALIA

Carter, in the matter of SFM Australasia Pty Ltd (Administrators Appointed) ACN 105 317 333 [2009] FCA 360

BRUCE JAMES CARTER, GEORGE GEORGES AND DARREN GORDON WEAVER AS ADMINISTRATORS OF SFM AUSTRALASIA PTY LTD (ADMINISTRATORS APPOINTED) ACN 105 317 333

SAD 51 of 2009

MANSFIELD J

16 APRIL 2009

ADELAIDE

IN THE FEDERAL COURT OF AUSTRALIA

SOUTH AUSTRALIA DISTRICT REGISTRY SAD 51 of 2009

IN THE MATTER OF: BRUCE JAMES CARTER, GEORGE GEORGES AND DARREN GORDON WEAVER AS ADMINISTRATORS OF SFM AUSTRALASIA PTY LTD (ADMINISTRATORS APPOINTED) ACN 105 317 333

Plaintiffs

JUDGE: MANSFIELD J

DATE OF ORDER: 2 APRIL 2009

WHERE MADE: ADELAIDE

THE COURT ORDERS THAT:

1. Pursuant to s 447A of the Corporations Act 2001 (Cth) (the Act), Pt 5.3A of the Act is to operate in relation to SFM Australasia Pty Ltd (administrators appointed) ACN 105 317 333 (SFM) as if s 443A(1) provided that: 1.1 the repayment of money borrowed, interest in respect of money borrowed and borrowing costs in respect of the loan made to the applicants (the administrators) pursuant to a Cash Facility Agreement between SFM and SFM Carbon Trading Limited (the financier) in or substantially in the form of Exhibit BJC1 to the affidavit of Bruce James Carter sworn on 31 March 2009 (the agreement) comprise debts incurred by the administrators in the performance and exercise of their functions and powers as administrators of SFM; 1.2 notwithstanding paragraph 1.1: (a) if the administrators' indemnity under s 443D of the Act is insufficient to meet any such debts, the administrators will not be personally liable to repay such debts to the extent of that insufficiency; and (b) as to the repayment of such debts to the financier, the debts are given the same priority in the payment of any debts of SFM during its administration as if it had been in liquidation and the debts had the priority governed and provided for under ss 556(1)(c) and 560 of the Act. 2. Pursuant to s 447A of the Act, s 447D(1) of the Act is to operate in relation to SFM so that in an application by the administrators for directions pursuant to s 447D(1) in relation to the agreement, the Court may give a direction that it approves the agreement and that the administrators may properly and justifiably give effect to the agreement. 3. Pursuant to s 447D(1) of the Act, as it operates in accordance with paragraph 2 above, the Court directs that: 3.1 the Court approves the agreement to the extent that it provides for the drawdowns referred to in paragraph 3.2 hereof; 3.2 the administrators may properly perform and give effect to the agreement to the extent of: 3.2.1 the drawdown of $300,000 pursuant to the agreement; and 3.2.2 the incurring of the commitment fee as defined in the agreement. 4. Any application for approval in respect of further drawdowns be stood over for further consideration. 5. An order that the costs of the administrators in relation to this matter, be costs in the administration of SFM. 6. Liberty to the administrators and any other interested party to apply on short notice. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. The text of entered orders can be located using eSearch on the Court's website. IN THE FEDERAL COURT OF AUSTRALIA