<PAGE>


                                                                     CLAYTON UTZ
--------------------------------------------------------------------------------





MACQUARIE BANK LIMITED
ABN 46 008 583 542
Redraw Facility Provider

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Borrower

MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager




REDRAW FACILITY AGREEMENT
PUMA GLOBAL TRUST NO. 3






                                  CLAYTON UTZ
          Levels 23-35 No.1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                OUR REF - 801/706/21723315 CONTACT - NINIAN LEWIS


            SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN

       Liability limited by the Solicitors' Limitation of Liability Scheme
            approved under the Professional Standards Act 1994 (NSW)

<PAGE>


TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>         <C>         <C>                                                                                      <C>
1...........INTERPRETATION........................................................................................1

            1.1         Definitions...............................................................................1
            1.2         Sub-Fund Notice and Trust Deed definitions................................................4
            1.3         Interpretation............................................................................4
            1.4         Borrower capacity.........................................................................4
            1.5         Trust Deed and Sub-Fund Notice............................................................5
            1.6         Incorporated definitions and other Transaction Documents and provisions...................5

2...........THE FACILITY..........................................................................................5

            2.1         Redraw Facility...........................................................................5
            2.2         Method of making Advances.................................................................5
            2.3         Purpose...................................................................................5
            2.4         Extension of Scheduled Redraw Termination Date............................................5
            2.5         Termination of the facility...............................................................6

3...........CONDITIONS PRECEDENT..................................................................................6

            3.1         Conditions precedent to First Advance.....................................................6
            3.2         Conditions Precedent to all Advances......................................................6

4...........DRAWDOWN..............................................................................................7

            4.1         Preparation of Drawdown Notices...........................................................7
            4.2         Requirements of Drawdown Notices..........................................................7
            4.3         Availability of facility..................................................................7
            4.4         Making of Advances........................................................................8
            4.5         Maximum Advances..........................................................................8

5...........INTEREST..............................................................................................8

            5.1         Interest Period...........................................................................8
            5.2         Rate of interest..........................................................................8
            5.3         Calculation of interest...................................................................8
            5.4         Payment of interest.......................................................................8
            5.5         Carry forward of unpaid interest..........................................................8

6...........REPAYMENT OF REDRAW PRINCIPAL.........................................................................9

            6.1         Repayment of the Redraw Principal during the Availability Period..........................9
            6.2         Redrawing.................................................................................9
            6.3         Repayment on termination..................................................................9

7...........PAYMENTS..............................................................................................9

8...........ILLEGALITY AND INCREASED COST.........................................................................9

            8.1         Illegality................................................................................9
            8.2         Increased cost...........................................................................10

9...........FEES.................................................................................................10

            9.1         Payment of fees..........................................................................10

10..........REDUCTION OF THE REDRAW FACILITY.....................................................................11

            10.1        Reduction of Facility Limit by Manager or Borrower.......................................11
            10.2        No reduction in Facility Limit below Advances outstanding................................11
</TABLE>

                                                                              i.
<PAGE>


<TABLE>
<CAPTION>
<S>         <C>         <C>                                                                                      <C>
11..........REPRESENTATIONS AND WARRANTIES.......................................................................11

            11.1        General representations and warranties...................................................11
            11.2        PUMA Trust representations and warranties................................................12
            11.3        Representations and warranties repeated..................................................12

12..........UNDERTAKINGS.........................................................................................12

            12.1        General..................................................................................12
            12.2        Manager's undertakings after Manager Event...............................................13

13..........EVENTS OF DEFAULT....................................................................................13

            13.1        Events of Default........................................................................13
            13.2        Consequences of Event of Default.........................................................14

14..........TRUSTEE PROVISIONS...................................................................................14

            14.1        Limitation on Borrower's liability.......................................................14
            14.2        Claims against Borrower..................................................................14
            14.3        Breach of Trust..........................................................................14
            14.4        Acts or omissions........................................................................14
            14.5        No obligation............................................................................15

15..........ASSIGNMENT...........................................................................................15

            15.1        Assignment by Borrower...................................................................15
            15.2        Assignment by Manager....................................................................15
            15.3        Assignment by Redraw Facility Provider...................................................15

16..........NOTICES..............................................................................................15

            16.1        Method of Delivery.......................................................................15
            16.2        Address for notices......................................................................16
            16.3        Deemed receipt...........................................................................16
            16.4        Email....................................................................................16

17..........INDEMNITY............................................................................................16

            17.1        Indemnity on demand......................................................................16
            17.2        Redraw Facility Provider obligations.....................................................16
            17.3        Losses on liquidation or re-employment of deposits.......................................17
            17.4        Payment on Payment Date..................................................................17

18..........MISCELLANEOUS........................................................................................17

            18.1        Stamp Duties.............................................................................17
            18.2        Waiver...................................................................................17
            18.3        Written waiver, consent and approval.....................................................17
            18.4        Severability.............................................................................18
            18.5        Survival of indemnities..................................................................18
            18.6        Successors and assigns...................................................................18
            18.7        Moratorium legislation...................................................................18
            18.8        Amendments...............................................................................18
            18.9        Governing law............................................................................18
            18.10       Jurisdiction.............................................................................18
            18.11       Counterparts.............................................................................19

SCHEDULE 1..20

FORM OF DRAWDOWN NOTICE..........................................................................................20
</TABLE>



                                                                             ii.

<PAGE>


REDRAW FACILITY AGREEMENT MADE AT SYDNEY ON [  ] 2003

PARTIES                 MACQUARIE BANK LIMITED ABN 46 008 583 542 a company
                        incorporated in Australia and registered in the
                        Australian Capital Territory and having an office at
                        Level 15, 1 Martin Place, Sydney, New South Wales
                        ("REDRAW FACILITY PROVIDER")

                        PERPETUAL TRUSTEES AUSTRALIA LIMITED ABN 86 000 431 827
                        a company incorporated in Australia and registered in
                        New South Wales and having an office at Level 7, 9
                        Castlereagh Street, Sydney, New South Wales ("BORROWER")

                        MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 a
                        company incorporated in Australia and registered in New
                        South Wales and having an office at Level 23, 20 Bond
                        Street, Sydney, New South Wales ("MANAGER")

RECITALS

A.          The Borrower and the Manager are respectively the trustee and the
            manager of the PUMA Trust.

B.          It is proposed that Notes will be issued by the Borrower as trustee
            of the PUMA Trust pursuant to the Trust Deed, the Note Trust Deed
            and the Sub-Fund Notice.

C.          The Manager has requested the Redraw Facility Provider to provide
            the Borrower with the Redraw Facility to assist the Borrower to fund
            Redraws or Subordinate Funded Further Advances to be made or which
            have been made by the Borrower to Mortgagors under Approved
            Mortgages which are included in the PUMA Trust in accordance with
            the Sub-Fund Notice.

D.          The Redraw Facility Provider has agreed to provide the Redraw
            Facility to the Borrower on the terms and conditions contained in
            this Agreement.

THE PARTIES AGREE

--------------------------------------------------------------------------------
1.          INTERPRETATION

1.1         DEFINITIONS

            In this Agreement, unless the contrary intention appears:

            "ADVANCE" means the principal amount of each advance to the Borrower
            by the Redraw Facility Provider in accordance with this Agreement.

            "APPROVED PURPOSE" means the use of an Advance:

            (a)         to fund Redraws in accordance with the Sub-Fund Notice
                        where there are insufficient Collections that may be
                        applied for this purpose in accordance with the Sub-Fund
                        Notice;

            (b)         to fund Subordinate Funded Further Advances;

            (c)         to fund the acquisition of Approved Mortgages which have
                        Subordinate Funded Further Advance Amounts, to the
                        extent of that Subordinate Funded Further Advance
                        Amount; and

            (d)         to repay any outstanding Advances.



                                                                               1
<PAGE>

            "AUTHORISED SIGNATORY" in relation to the Redraw Facility Provider
            means any person from time to time appointed by the Redraw Facility
            Provider to act as its Authorised Signatory for the purposes of this
            Agreement and notified to the Borrower.

            "AVAILABILITY PERIOD" means the period commencing on the date of
            this Agreement and ending on the Redraw Facility Termination Date.

            "BBSW" in relation to an Interest Period means the rate expressed as
            a percentage per annum appearing at approximately 10.10 am on the
            first occurring Payment Date during that Interest Period on the
            Reuters Screen page "BBSW" as being the average of the mean buying
            and selling rates appearing on that page for a bill of exchange
            having a tenor of one month and rounded to 4 decimal places. If on
            that Payment Date fewer than 4 banks are quoted on the Reuters
            Screen page "BBSW" the rate for that Payment Date will be calculated
            as above by taking the rates otherwise quoted by 4 Banks on
            application by the Redraw Facility Provider for such a bill of the
            same tenor eliminating the highest and lowest mean rates and taking
            the average of the remaining rates rounded to 4 decimal places. If a
            rate cannot be determined in accordance with the foregoing
            procedures, then "BBSW" for that Interest Period means such rate as
            is specified in good faith by the Redraw Facility Provider having
            regard to comparable indices then available as to the rates
            otherwise bid and offered for such bills of one month tenor around
            that time.

            "BORROWER" means Perpetual Trustees Australia Limited or if
            Perpetual Trustees Australia Limited retires or is removed as
            trustee of the PUMA Trust under the Trust Deed, the then substitute
            Trustee.

            "DRAWDOWN DATE" means any date on which an Advance is, or is to be,
            made.

            "DRAWDOWN NOTICE" means a notice substantially in the form set out
            in Schedule 1 (or in such other form as may be agreed between the
            Redraw Facility Provider, the Manager and the Borrower).

            "EFFECTIVE CONTROL" means:

            (a)         control of the composition of the board of directors of
                        the Manager;

            (b)         control of more than half of the voting power of the
                        Manager; or

            (c)         control of more than half of the issued share capital of
                        the Manager excluding any part of such issued share
                        capital which carries no right to participate beyond a
                        specified amount in the distribution of either profit or
                        capital.

            "EVENT OF DEFAULT" means any of the events set out or referred to in
            clause 13.1 of this Agreement as an Event of Default.

            "FACILITY LIMIT" at any time means the lesser of:

            (a)         A$10 million; and

            (b)         the amount, if any, to which the Facility Limit has been
                        reduced at that time by the Manager or the Borrower in
                        accordance with clause 10,

            or such greater or lesser amount from time to time agreed in writing
            between the Manager and the Redraw Facility Provider (and notified
            in writing to the Borrower), provided that in the case of an
            increase in the Facility Limit, each Current Rating Authority is
            notified and confirms that such an increase in the Facility Limit
            will not result in a downgrade, withdrawal or qualification of any
            ratings then assigned by it to the Notes.

                                                                               2

<PAGE>

            "INTEREST PERIOD" means each period determined in accordance with
            clause 5.1.

            "MANAGER" means Macquarie Securitisation Limited or if Macquarie
            Securitisation Limited retires or is removed as manager of the PUMA
            Trust, any substitute manager appointed in its place by the Borrower
            pursuant to the Management Deed.

            "MANAGER DEFAULT" has the same meaning as in the Note Trust Deed.

            "MANAGER EVENT" means the Manager is not or ceases to be a body over
            which the Redraw Facility Provider has Effective Control.

            "NOTE CONDITIONS" has the same meaning as in the Note Trust Deed.

            "OBLIGATIONS" means all of the liabilities of the Borrower to the
            Redraw Facility Provider under this Agreement and, without limiting
            the generality of the foregoing, includes any liabilities which:

            (a)         are liquidated;

            (b)         are present, prospective or contingent;

            (c)         relate to the payment of money or the performance or
                        omission of any act;

            (d)         sound in damages only; or

            (e)         accrue as a result of any Event of Default.

            "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving
            of notice or the lapse of time or both, would constitute an Event of
            Default under the Security Trust Deed.

            "PRESCRIBED RATE" in relation to an Interest Period means:

            (a)         the sum of BBSW for that Interest Period and 0.35% per
                        annum; or

            (b)         such greater or lesser amount from time to time agreed
                        in writing between the Redraw Facility Provider and the
                        Manager, and notified to the Borrower, provided that, in
                        the case of an increase in the Prescribed Rate, each
                        Current Rating Authority is notified and confirms that
                        such an increase in the Prescribed Rate will not result
                        in a reduction, withdrawal or qualification of any
                        ratings then assigned by it to the Notes.

            "RECEIVER" means a person appointed under or by virtue of the
            Security Trust Deed as a receiver or receiver and manager.

            "REDRAW FACILITY" means the facility provided by the Redraw Facility
            Provider to the Borrower pursuant to the terms of this Agreement.

            "REDRAW FACILITY PRINCIPAL" means the aggregate of the Advances
            which have not been repaid to the Redraw Facility Provider in
            accordance with this Agreement.

            "REDRAW FACILITY TERMINATION DATE" means the earliest of:

            (a)         the Scheduled Redraw Termination Date;

            (b)         the date which the Redraw Facility Provider appoints as
                        the Redraw Facility Termination Date in accordance with
                        clause 8.1;


                                                                               3

<PAGE>

            (c)         the date upon which the Facility Limit is reduced to
                        zero in accordance with clause 10; and

            (d)         the date on which the Redraw Facility Provider declares
                        the Redraw Facility terminated in accordance with
                        clause 13.2(b).

            "RELEVANT PARTIES" has the same meaning as in the Note Conditions.

            "SCHEDULED REDRAW TERMINATION DATE" means the date which is 364 days
            after the date of this Agreement or such later date specified by the
            Redraw Facility Provider pursuant to clause 2.4.

            "SUB-FUND NOTICE" means the Sub-Fund Notice dated [  ] 2003 issued
            by the Manager to the Borrower which provides for the establishment
            of PUMA Global Trust No. 3.

            "TAX" has the same meaning as in the Security Trust Deed.

            "TRUST DEED" means the Consolidated PUMA Trust Deed dated 13 July
            1990 (as amended and supplemented from time to time) between the
            person referred to therein as the Founder and the Borrower.

            "TRUSTEE DEFAULT" has the same meaning as in the Note Trust Deed.

            "UNUTILISED FACILITY AMOUNT" means on any day the amount calculated
            as follows:

                                  UFA = FL - A

            where:

            UFA   =     the Unutilised Facility Amount on that day;

            FL    =     the Facility Limit on that day; and

            A     =     the aggregate of the Advances outstanding on that day.

1.2         SUB-FUND NOTICE AND TRUST DEED DEFINITIONS

            Subject to clause 1.6, unless defined in this Agreement, words and
            phrases defined in either or both of the Trust Deed and the Sub-Fund
            Notice have the same meaning in this Agreement. Where there is any
            inconsistency in a definition between this Agreement (on the one
            hand) and the Trust Deed or the Sub-Fund Notice (on the other hand),
            this Agreement prevails. Where there is any inconsistency in a
            definition between the Trust Deed and the Sub-Fund Notice, the
            Sub-Fund Notice prevails over the Trust Deed in respect of this
            Agreement. Subject to clause 1.6, where words or phrases used but
            not defined in this Agreement are defined in the Trust Deed in
            relation to a Fund such words or phrases are to be construed in this
            Agreement, where necessary, as being used only in relation to the
            PUMA Trust.

1.3         INTERPRETATION

            The provisions of clause 1.2 of the Trust Deed are incorporated into
            this Agreement as if set out in full in this Agreement and as if
            references to "this Deed" were to "this Agreement" and references to
            a "Banking Day" were to a "Business Day".

1.4         BORROWER CAPACITY

            In this Agreement, except where provided to the contrary:

            (a)         (REFERENCES TO BORROWER): a reference to the Borrower is
                         a reference to the


                                                                               4

<PAGE>

                        Borrower in its capacity as trustee of the PUMA Trust
                        only, and in no other capacity; and

            (b)         (REFERENCES TO ASSETS OF THE BORROWER): a reference to
                        the undertaking, assets, business or money of the
                        Borrower is a reference to the undertaking, assets,
                        business or money of the Borrower in the capacity
                        referred to in paragraph (a).

1.5         TRUST DEED AND SUB-FUND NOTICE

            For the purposes of the Trust Deed and the Sub-Fund Notice this
            Agreement is a Transaction Document and a Stand-by Arrangement.

1.6         INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
            PROVISIONS

            Where in this Agreement a word or expression is defined by reference
            to its meaning in another Transaction Document or there is a
            reference to another Transaction Document or to a provision of
            another Transaction Document, any amendment to the meaning of that
            word or expression or to that other Transaction Document or
            provision (as the case may be) will be of no effect for the purposes
            of this Agreement unless and until the amendment is consented to by
            the parties to this Agreement.

--------------------------------------------------------------------------------
2.          THE FACILITY

2.1         REDRAW FACILITY

            Subject to this Agreement, the Redraw Facility Provider agrees to
            make Advances to the Borrower during the Availability Period up to
            an aggregate principal amount equal to the Facility Limit.

2.2         METHOD OF MAKING ADVANCES

            Advances under the Redraw Facility will be made in accordance with
            clause 4.4.

2.3         PURPOSE

            The Manager will direct the Borrower to use, and the Borrower will
            use, the proceeds of each Advance (if any) under the Redraw Facility
            exclusively for the Approved Purpose.

2.4         EXTENSION OF SCHEDULED REDRAW TERMINATION DATE

            (a)         (MANAGER TO REQUEST EXTENSION): Not less than 120 days
                        before the then Scheduled Redraw Termination Date (or
                        such other period as agreed between the Manager and the
                        Redraw Facility Provider), the Manager may deliver a
                        notice in writing to the Redraw Facility Provider (with
                        a copy to the Borrower) requesting the Redraw Facility
                        Provider to extend the Scheduled Redraw Termination
                        Date.

            (b)         (REDRAW FACILITY PROVIDER MAY EXTEND): Following receipt
                        by the Redraw Facility Provider of the notice referred
                        to in paragraph (a), by no later than 60 days prior to
                        the Scheduled Redraw Termination Date (or such other
                        period as agreed between the Redraw Facility Provider
                        and the Borrower) the Redraw Facility Provider may, in
                        its absolute discretion, send the Borrower a notice in
                        writing (copied to the Manager) extending the then
                        Scheduled Redraw Termination Date to the new Scheduled
                        Redraw Termination Date specified in the notice (which
                        must be a date no more than 364 days after the date of
                        the notice).



                                                                               5
<PAGE>

2.5         TERMINATION OF THE FACILITY

            The Redraw Facility will terminate, and the Redraw Facility
            Provider's obligation to make any Advances will cease, on the Redraw
            Facility Termination Date.

--------------------------------------------------------------------------------
3.          CONDITIONS PRECEDENT

3.1         CONDITIONS PRECEDENT TO FIRST ADVANCE

            The Redraw Facility Provider is not obliged to make the first
            Advance under this Agreement to the Borrower unless the Redraw
            Facility Provider has received each of the following, in form and
            substance acceptable to the Redraw Facility Provider:

            (a)         (THIS AGREEMENT): this Agreement duly executed and
                        delivered by the Borrower and the Manager;

            (b)         (POWER OF ATTORNEY): a copy of each power of attorney
                        under which this Agreement has been or will be executed
                        by the Borrower and the Manager certified as a true copy
                        by the Borrower and the Manager respectively;

            (c)         (AUTHORISED SIGNATORIES): a list of the Authorised
                        Signatories of the Manager;

            (d)         (SECURITY TRUST DEED): a copy of the Security Trust Deed
                        executed by each of the parties to the Security Trust
                        Deed and certified as a true copy by the Manager;

            (e)         (SUB-FUND NOTICE): a copy of the Sub-Fund Notice
                        executed by each of the parties to the Sub-Fund Notice
                        and certified as a true copy by the Manager;

            (f)         (SECURITY TRUST DEED REGISTERED): evidence of the due
                        registration or the lodgement for due registration of
                        the Security Trust Deed with the Australian Securities
                        and Investments Commission; and

            (g)         (LEGAL OPINION): a legal opinion addressed to the Redraw
                        Facility Provider from the Borrower's solicitors in form
                        and substance satisfactory to the Redraw Facility
                        Provider.

            The Redraw Facility Provider must confirm in writing to the Manager
            (copied to the Borrower) as soon as reasonably practicable upon
            being satisfied all these conditions precedent have been met.

3.2         CONDITIONS PRECEDENT TO ALL ADVANCES

            The obligation of the Redraw Facility Provider to make and continue
            to make each Advance under this Agreement is subject to the further
            conditions precedent that:

            (a)         (REPRESENTATIONS AND WARRANTIES BY BORROWER OR MANAGER
                        TRUE): the representations and warranties made or deemed
                        to be made by the Borrower or the Manager in all
                        Transaction Documents are true and correct as of the
                        date of the relevant Drawdown Notice and the relevant
                        Drawdown Date as though made on those dates;

            (b)         (MORTGAGE INSURANCE): each Approved Mortgage which is an
                        asset of the PUMA Trust has in relation to it as at the
                        Drawdown Date in relation to the Advance a Mortgage
                        Insurance Policy from a solvent insurer which provides
                        100% cover for principal and interest losses (other than
                        principal and interest in respect of Subordinate Funded
                        Further Advances);

                                                                               6

<PAGE>

            (c)         (NO EVENT OF DEFAULT): no Event of Default or Potential
                        Event of Default is subsisting at the date of the
                        corresponding Drawdown Notice and the Drawdown Date or
                        will result from the provision or continuation of the
                        Advance;

            (d)         (NO NOTICE OF SECURITY INTERESTS): other than in respect
                        of priorities granted by statute, the Redraw Facility
                        Provider has not received notice from any person that it
                        claims to have a Security Interest ranking in priority
                        to or equal with the Security Interest held by the
                        Redraw Facility Provider under the Security Trust Deed
                        (other than as provided in the Security Trust Deed); and

            (e)         (NOTES IN EXISTENCE): the Class A Notes and the A$ Class
                        B Notes to be issued on the Closing Date have been
                        issued and the A$ Class B Notes issued on the Closing
                        Date have not been redeemed or repaid in full.

--------------------------------------------------------------------------------
4.          DRAWDOWN

4.1         PREPARATION OF DRAWDOWN NOTICES

            If on any date the Manager determines that an Advance under this
            Agreement is to be applied in accordance with the Sub-Fund Notice,
            the Manager may:

            (a)         (PREPARE DRAWDOWN NOTICE): prepare a Drawdown Notice
                        (containing the details referred to in clause 4.2)
                        requesting an Advance on that date of an amount
                        determined by the Manager; and

            (b)         (DELIVER DRAWDOWN NOTICE): deliver the Drawdown Notice
                        to the Redraw Facility Provider, with a copy to the
                        Borrower, no later than the close of business on that
                        day (or such later time as the Redraw Facility Provider
                        and the Borrower may agree).

4.2         REQUIREMENTS OF DRAWDOWN NOTICES

            A Drawdown Notice given under clause 4.1(b) must:

            (a)         (AUTHORISED SIGNATORY): be signed by an Authorised
                        Signatory of the Manager;

            (b)         (IRREVOCABLE): be expressed to be irrevocable; and

            (c)         (SPECIFY): specify:

                        (i)         the Drawdown Date for the requested Advance;
                                    and

                        (ii)        the amount of the requested Advance.

4.3         AVAILABILITY OF FACILITY

            Subject to clause 4.5, during the Availability Period the Redraw
            Facility Provider must make an Advance on the Drawdown Date of the
            requested Advance provided that:

            (a)         (RECEIPT OF DRAWDOWN NOTICE): the Redraw Facility
                        Provider has received a duly signed and completed
                        Drawdown Notice by the time specified in clause 4.1(b);
                        and

            (b)         (CONDITIONS PRECEDENT): the requirements of clause 3
                        have been satisfied or waived in writing by the Redraw
                        Facility Provider before the Drawdown Notice is given.


                                                                               7

<PAGE>

4.4         MAKING OF ADVANCES

            Subject to clause 4.3, after receipt of a Drawdown Notice the amount
            of the Advance requested in a Drawdown Notice must, unless otherwise
            directed by the Manager, be deposited by the Redraw Facility
            Provider in an Account or a Combined Account in immediately
            available funds no later than 11.00 am on the Drawdown Date.

4.5         MAXIMUM ADVANCES

            The maximum aggregate amount of Advances that the Redraw Facility
            Provider may be obliged to make under the Redraw Facility is, when
            aggregated with all Advances then outstanding, an amount equal to
            the Facility Limit.

--------------------------------------------------------------------------------
5.          INTEREST

5.1         INTEREST PERIOD

            (a)         (DURATION): The duration of the Redraw Facility is
                        divided into successive Interest Periods.

            (b)         (FIRST INTEREST PERIOD): The first Interest Period
                        commences on (and includes) the Drawdown Date for the
                        first Advance and ends on (but excludes) the next
                        following Monthly Payment Date.

            (c)         (SUCCEEDING INTEREST PERIODS): Each succeeding Interest
                        Period commences on (and includes) a Monthly Payment
                        Date and ends on (but excludes) the next following
                        Monthly Payment Date.

            (d)         (LAST INTEREST PERIOD): The last Interest Period ends on
                        but excludes the Monthly Payment Date that all moneys
                        the payment or repayment of which form part of the
                        Obligations are paid or repaid in full to the Redraw
                        Facility Provider.

5.2         RATE OF INTEREST

            The rate of interest applicable to the Redraw Facility Principal for
            an Interest Period is the Prescribed Rate for that Interest Period.

5.3         CALCULATION OF INTEREST

            Interest on the Redraw Facility Principal accrues from day to day in
            respect of each Interest Period at the Prescribed Rate for that
            Interest Period on the amount of the Redraw Facility Principal on
            that day and will be calculated on the basis of the actual number of
            days elapsed in a 365 day year.

5.4         PAYMENT OF INTEREST

            The Borrower at the direction of the Manager will on the Monthly
            Payment Date at the end of each Interest Period in respect of the
            Redraw Facility Principal pay to the Redraw Facility Provider so
            much of the then accrued interest on the Redraw Facility Principal
            as there are funds available for this purpose in accordance with the
            Sub-Fund Notice.

5.5         CARRY FORWARD OF UNPAID INTEREST

            If any payment by the Borrower on a Monthly Payment Date pursuant to
            clause 5.4 is insufficient to pay the full amount of accrued
            interest on the Redraw Facility Principal up to the close of the
            Interest Period then just ended, such unpaid accrued interest will
            in turn accrue interest (as a separate and independent obligation)
            until paid at the Prescribed Rate for each



                                                                               8
<PAGE>

            succeeding Interest Period and, if not paid on the Monthly Payment
            Date at the end of each such succeeding Interest Period, such
            interest on unpaid interest will itself bear interest in accordance
            with this clause 5.5.

--------------------------------------------------------------------------------
6.          REPAYMENT OF REDRAW PRINCIPAL

6.1         REPAYMENT OF THE REDRAW PRINCIPAL DURING THE AVAILABILITY PERIOD

            Subject to clause 6.3, the Borrower must on each Payment Date pay to
            the Redraw Facility Provider the Redraw Facility Principal as at the
            close of business on the Business Day immediately preceding that
            Payment Date to the extent of the funds available for this purpose
            in accordance with the Sub-Fund Notice.

6.2         REDRAWING

            Amounts repaid pursuant to clause 6.1 may be redrawn by the Borrower
            in accordance with the terms of this Agreement.

6.3         REPAYMENT ON TERMINATION

            Notwithstanding clause 6.1 and subject to the terms of the Security
            Trust Deed, on the Monthly Payment Date immediately following the
            Redraw Facility Termination Date, the Borrower must pay or repay so
            much of the Redraw Facility Principal together with interest accrued
            on the Redraw Facility Principal and all other money, the payment or
            repayment of which forms part of the Obligations, as is available
            for this purpose in accordance with the Sub-Fund Notice. If all
            amounts due in accordance with this clause 6.3 are not paid or
            repaid in full on the Monthly Payment Date immediately following the
            Redraw Facility Termination Date, on each succeeding Monthly Payment
            Date the Borrower must pay or repay so much of such amounts as there
            are funds available for this purpose in accordance with the Sub-Fund
            Notice until such amounts are paid or repaid in full.

--------------------------------------------------------------------------------
7.          PAYMENTS

            All payments to be made by the Borrower under this Agreement must be
            made:

            (a)         (DUE DATE): not later than close of business on the due
                        date for payment;

            (b)         (AS DIRECTED): in the manner and to such account as the
                        Redraw Facility Provider directs in writing; and

            (c)         (SET-OFF): without set-off or counterclaim and free and
                        clear of and without deduction for or on account of
                        present or future Taxes, levies, imposts, duties,
                        charges, fees, deductions, withholdings, restrictions or
                        conditions of any nature.

--------------------------------------------------------------------------------
8.          ILLEGALITY AND INCREASED COST

8.1         ILLEGALITY

            If any change in applicable law, regulation, treaty or official
            directive or in the interpretation or administration thereof by any
            Governmental Agency charged with the administration thereof makes it
            unlawful or impossible for the Redraw Facility Provider to maintain
            or give effect to its obligations under this Agreement, the Redraw
            Facility Provider may by written notice to the Borrower (with a copy
            to the Manager) appoint a date as the Redraw Facility Termination
            Date which date must not be prior to 30 days (or such shorter period
            required by law) after the date of receipt by the Borrower of
            written notice from the Redraw Facility Provider appointing the
            Redraw Facility Termination Date.


                                                                               9

<PAGE>

8.2         INCREASED COST

            (a)         (CHANGE IN LAW): If by reason of any change in law or in
                        its interpretation or administration or of compliance
                        with any request from or requirement of any fiscal,
                        monetary or other authority:

                        (i)         the Redraw Facility Provider incurs a cost
                                    as a result of its having entered into or
                                    performing its obligations under this
                                    Agreement or as a result of any Advance
                                    being outstanding hereunder;

                        (ii)        there is any increase in the cost to the
                                    Redraw Facility Provider of funding or
                                    maintaining any Advance;

                        (iii)       the amount of principal, interest or other
                                    amount payable to the Redraw Facility
                                    Provider or the effective return to the
                                    Redraw Facility Provider under this
                                    Agreement is reduced; or

                        (iv)        the Redraw Facility Provider becomes liable
                                    to make any payment (not being a payment of
                                    Tax on its overall net income) on or
                                    calculated by reference to the amount of
                                    Advances made under this Agreement,

                        then from time to time on notification by the Redraw
                        Facility Provider (copied to the Manager) the Borrower
                        will on the Monthly Payment Date following such
                        notification, and on each succeeding Monthly Payment
                        Date until the Redraw Facility Provider is paid in full,
                        pay to the Redraw Facility Provider so much of the
                        amounts sufficient to indemnify the Redraw Facility
                        Provider against such cost, increased cost, reduction or
                        liability as there are funds available for this purpose
                        in accordance with the Sub-Fund Notice.

            (b)         (NO DEFENCE): If the Redraw Facility Provider has acted
                        in good faith it will not be a defence to the Borrower,
                        in the event of any failure by the Borrower to comply
                        with its payment obligations under clause 8.2(a), that
                        any such cost, increased cost, reduction or liability
                        could have been avoided. However, the Redraw Facility
                        Provider will negotiate in good faith with the Borrower
                        and the Manager with a view to finding a means by which
                        such cost, increased cost, reduction or liability may be
                        minimised.

            (c)         (CERTIFICATE CONCLUSIVE): The Redraw Facility Provider's
                        certificate as to the amount of, and basis for arriving
                        at, any such cost, increased cost, reduction or
                        liability is conclusive and binding on the Borrower in
                        the absence of manifest error on the face of the
                        certificate.

--------------------------------------------------------------------------------
9.          FEES

9.1         PAYMENT OF FEES

            The Borrower must pay to the Redraw Facility Provider a fee of 0.10%
            per annum of the Unutilised Facility Amount. The fee will be
            calculated and accrue daily from the Closing Date on the basis of a
            365 day year and must be paid quarterly in arrears on each Quarterly
            Payment Date from the funds available for this purpose in accordance
            with the Sub-Fund Notice and to the extent that such funds are not
            sufficient to pay the fee in full, the fee must be paid from the
            funds available on each succeeding Payment Date until paid in full.
            The fee may be varied from time to time as agreed in writing between
            the Redraw Facility Provider and the Manager and notified to the
            Borrower, provided that in the case of an increase in the fee, each
            Current Rating Authority is notified and confirms that such increase
            in the fee will not result in a downgrade, withdrawal or
            qualification of any ratings then assigned by it to the Notes.


                                                                              10

<PAGE>

--------------------------------------------------------------------------------
10.         REDUCTION OF THE REDRAW FACILITY

10.1        REDUCTION OF FACILITY LIMIT BY MANAGER OR BORROWER

            Subject to clause 10.2, the Manager or the Borrower may on any
            Business Day reduce the Facility Limit in whole or in part if on
            that Business Day:

            (a)         (NO CREDIT RATING DOWNGRADE): if any Notes are
                        outstanding, each Current Rating Authority has
                        previously confirmed in writing that the reduction in
                        the Facility Limit on that Business Day will not result
                        in a downgrade, qualification or withdrawal of the
                        credit ratings then assigned by it to the Notes; and

            (b)         (NOTICE): the Redraw Facility Provider has received not
                        less than 5 Business Days prior to the reduction (or
                        such other period as agreed between the Manager and the
                        Redraw Facility Provider), written notice from the
                        Manager (with a copy to the Borrower) or the Borrower
                        (with a copy to the Manager) specifying that Business
                        Day as the date the reduction is to take effect and the
                        amount to which the Facility Limit is to be reduced.

10.2        NO REDUCTION IN FACILITY LIMIT BELOW ADVANCES OUTSTANDING

            Neither the Borrower nor the Manager may reduce the Facility Limit
            on any Business Day below the aggregate of the Advances then
            outstanding on that Business Day.

--------------------------------------------------------------------------------
11.         REPRESENTATIONS AND WARRANTIES

11.1        GENERAL REPRESENTATIONS AND WARRANTIES

            The Borrower in its capacity as trustee of the PUMA Trust represents
            and warrants to the Redraw Facility Provider that:

            (a)         (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
                        delivery and performance of this Agreement and each
                        other Transaction Document to which it is a party does
                        not violate any existing law or regulation or any
                        document or agreement to which it is a party or which is
                        binding upon it or any of its assets;

            (b)         (CORPORATE POWER AND AUTHORISATION): the Borrower has
                        the power to enter into, and to perform its obligations,
                        and has taken all corporate and other action necessary
                        to authorise the entry into of, and performance of its
                        obligations under, this Agreement and each other
                        Transaction Document to which it is a party;

            (c)         (LEGALLY BINDING OBLIGATION): this Agreement and each of
                        the other Transaction Documents to which it is a party
                        constitute its valid and legally binding obligations
                        subject to stamping and any necessary registration
                        except as such enforceability may be limited by any
                        applicable bankruptcy, insolvency, reorganisation,
                        moratorium, or trust or general principles of equity or
                        other similar laws affecting creditors' rights
                        generally;

            (d)         (NO EVENT OF DEFAULT): to the best of the Borrower's
                        knowledge, no Event of Default or event which with the
                        giving of notice, lapse of time or other applicable
                        condition would become an Event of Default has occurred
                        which has not been waived or remedied in accordance with
                        this Agreement;

            (e)         (DUE INCORPORATION): it is duly incorporated and has the
                        corporate power to own its own property and to carry on
                        its business as is now being conducted; and


                                                                              11

<PAGE>

            (f)         (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
                        delivery and performance of this Agreement and each
                        other Transaction Document to which it is a party does
                        not violate its constitution.

11.2        PUMA TRUST REPRESENTATIONS AND WARRANTIES

            The Borrower in its capacity as trustee of the PUMA Trust represents
            and warrants to the Redraw Facility Provider in relation to the PUMA
            Trust as follows:

            (a)         (PUMA TRUST VALIDLY CREATED): the PUMA Trust has been
                        validly created and is in existence at the date of this
                        Agreement;

            (b)         (SOLE TRUSTEE): the Borrower has been validly appointed
                        as trustee of the PUMA Trust and is presently the sole
                        trustee of the PUMA Trust;

            (c)         (NO PROCEEDINGS TO REMOVE): no notice has been given to
                        the Borrower and to the Borrower's knowledge no
                        resolution has been passed or direction or notice has
                        been given, removing the Borrower as trustee of the PUMA
                        Trust;

            (d)         (BORROWER'S POWER): the Borrower has power under the
                        Trust Deed to enter into the Transaction Documents to
                        which it is a party in its capacity as trustee of the
                        PUMA Trust; and

            (e)         (GOOD TITLE): the Borrower is the legal owner of the
                        assets of the PUMA Trust and has power under the Trust
                        Deed to mortgage or charge them in the manner provided
                        in the Security Trust Deed.

11.3        REPRESENTATIONS AND WARRANTIES REPEATED

            Each representation and warranty contained in clauses 11.1 and 11.2
            will be deemed to be repeated on each Drawdown Date with reference
            to the facts and circumstances then subsisting, as if made on each
            such day.

--------------------------------------------------------------------------------
12.         UNDERTAKINGS

12.1        GENERAL

            The Borrower undertakes to the Redraw Facility Provider that it
            will:

            (a)         (ACT CONTINUOUSLY): act continuously as trustee of the
                        PUMA Trust in accordance with the Trust Deed and the
                        Sub-Fund Notice until the PUMA Trust is terminated or
                        until it has retired or been removed in accordance with
                        the Trust Deed;

            (b)         (DO ALL THINGS NECESSARY): do everything and take all
                        such actions which are necessary (including, without
                        limitation, obtaining all such authorisations and
                        approvals as are appropriate) to ensure that it is able
                        to exercise all its powers and remedies and perform all
                        its obligations under this Agreement, other arrangements
                        entered into by the Borrower pursuant to this Agreement
                        and each Transaction Document to which it is a party;

            (c)         (MAINTAIN AUTHORISATIONS): ensure that each
                        authorisation required for it to maintain its status as
                        trustee of the PUMA Trust is obtained and promptly
                        renewed and maintained in full force and effect; and

            (d)         (NOT AMEND OR REVOKE): not consent to amend or revoke
                        the provisions of any Transaction Document without the
                        prior written consent of the Redraw Facility Provider.


                                                                              12

<PAGE>

12.2        MANAGER'S UNDERTAKINGS AFTER MANAGER EVENT

            At any time after a Manager Event occurs the Manager will:

            (a)         (NOTIFY REDRAW FACILITY PROVIDER): immediately notify
                        the Redraw Facility Provider as soon as it becomes
                        actually aware of the occurrence of:

                        (i)         any Event of Default, Potential Event of
                                    Default, Manager Default or Trustee Default
                                    and the steps taken to remedy that event; or

                        (ii)        any litigation, arbitration, criminal or
                                    administrative proceedings relating to any
                                    of the Borrower's property, assets or
                                    revenues that involves a claim against it in
                                    excess of A$1,000,000 or that, if decided
                                    adversely to it, could have a material
                                    adverse effect on its ability to perform the
                                    Obligations,

                        and in each case advise the Redraw Facility Provider of
                        what steps it has taken and what steps it proposes to
                        take in relation to such occurrences; and

            (b)         (DELIVER ACCOUNTS): deliver to the Redraw Facility
                        Provider:

                        (i)         as soon as practicable and in any event not
                                    later than 120 days after the close of each
                                    of the PUMA Trust's financial years, a copy
                                    of the audited annual accounts of the PUMA
                                    Trust;

                        (ii)        as soon as practicable and in any event not
                                    later than 90 days after each of the PUMA
                                    Trust's financial years, a copy of the
                                    report prepared by the Auditor in accordance
                                    with clause 13.5 of the Trust Deed (if any);

                        (iii)       as and when required by the Redraw Facility
                                    Provider, a certificate executed by 2
                                    Authorised Signatories on behalf of the
                                    Manager stating to the best of the knowledge
                                    of the Manager whether or not an Event of
                                    Default, Potential Event of Default, Manager
                                    Default or Trustee Default has occurred and
                                    if the same has occurred, setting out the
                                    details thereof and the steps (if any) taken
                                    by the Manager to remedy or cure the same;
                                    and

                        (iv)        promptly, such further information regarding
                                    the PUMA Trust's financial condition and
                                    business operations within the knowledge of
                                    the Manager as the Redraw Facility Provider
                                    from time to time reasonably requires.

--------------------------------------------------------------------------------
13.         EVENTS OF DEFAULT

13.1        EVENTS OF DEFAULT

            Each of the following events is an Event of Default whether or not
            caused by any reason whatsoever outside the control of the Borrower
            or any other person:

            (a)         (FAILURE TO REPAY OR PAY): the Borrower fails to repay,
                        in accordance with this Agreement, any Advance or fails
                        to pay any interest, fees, costs, charges, expenses or
                        other moneys payable under this Agreement in each case
                        within 10 days of the due date for payment of such
                        amount;

             (b)        (BREACH OF UNDERTAKING): at any time after a Manager
                        Event occurs, the Borrower breaches its undertaking in
                        clause 12.1(d); and

             (c)        (EVENT OF DEFAULT UNDER SECURITY TRUST DEED): an Event
                        of Default (as defined in



                                                                              13

<PAGE>

                        the Security Trust Deed) occurs.

13.2        CONSEQUENCES OF EVENT OF DEFAULT

            At any time after the occurrence of an Event of Default the Redraw
            Facility Provider may, without being obliged to do so and
            notwithstanding any waiver of any previous default, by written
            notice to the Borrower:

            (a)         (DECLARE ADVANCES DUE): declare the Redraw Facility
                        Principal, accrued interest and all other sums which
                        have accrued due under this Agreement (whether or not
                        presently payable) to be due, whereupon they will
                        become, immediately due and payable; and/or

            (b)         (DECLARE REDRAW FACILITY TERMINATED): declare the Redraw
                        Facility terminated in which case the obligations of the
                        Redraw Facility Provider under this Agreement will
                        immediately terminate from the date of receipt by the
                        Borrower of such written notice.

--------------------------------------------------------------------------------
14.         TRUSTEE PROVISIONS

14.1        LIMITATION ON BORROWER'S LIABILITY

            The Borrower enters into this Agreement only in its capacity as
            trustee of the PUMA Trust and in no other capacity. A liability
            incurred by the Borrower acting in its capacity as trustee of the
            PUMA Trust arising under or in connection with this Agreement is
            limited to and can be enforced against the Borrower only to the
            extent to which it can be satisfied out of the assets of the PUMA
            Trust out of which the Borrower is actually indemnified for the
            liability. This limitation of the Borrower's liability applies
            despite any other provision of this Agreement (other than clause
            14.3) and extends to all liabilities and obligations of the Borrower
            in any way connected with any representation, warranty, conduct,
            omission, agreement or transaction related to this Agreement.

14.2        CLAIMS AGAINST BORROWER

            The parties other than the Borrower may not sue the Borrower in
            respect of liabilities incurred by the Borrower acting in its
            capacity as trustee of the PUMA Trust in any capacity other than as
            trustee of the PUMA Trust, including seeking the appointment of a
            receiver (except in relation to the assets of the PUMA Trust), a
            liquidator, an administrator or any similar person to the Borrower
            or prove in any liquidation, administration or arrangements of or
            affecting the Borrower (except in relation to the assets of the PUMA
            Trust).

14.3        BREACH OF TRUST

            The provisions of this clause 14 will not apply to any obligation or
            liability of the Borrower to the extent that it is not satisfied
            because under the Trust Deed, the Sub-Fund Notice, any other
            Transaction Document or by operation of law there is a reduction in
            the extent of the Borrower's indemnification out of the assets of
            the PUMA Trust as a result of the Borrower's fraud, negligence or
            wilful default.

14.4        ACTS OR OMISSIONS

            It is acknowledged that the Relevant Parties are responsible under
            the Transaction Documents for performing a variety of obligations
            relating to the PUMA Trust. No act or omission of the Borrower
            (including any related failure to satisfy its obligations or any
            breach or representation or warranty under this Agreement) will be
            considered fraudulent, negligent or a wilful default for the purpose
            of clause 14.3 to the extent to which the act or omission was


                                                                              14

<PAGE>

            caused or contributed to by any failure by any Relevant Party or any
            other person appointed by the Borrower under any Transaction
            Document (other than a person whose acts or omissions the Borrower
            is liable for in accordance with any Transaction Document) to fulfil
            its obligations in relation to the PUMA Trust or by any other act or
            omission of a Relevant Party or any other such person.

14.5        NO OBLIGATION

            The Borrower is not obliged to enter into any commitment or
            obligation under this Agreement or any Transaction Document
            (including incur any further liability) unless the Borrower's
            liability is limited in a manner which is consistent with this
            clause 14 or otherwise in a manner satisfactory to the Borrower in
            its absolute discretion.

--------------------------------------------------------------------------------
15.         ASSIGNMENT

15.1        ASSIGNMENT BY BORROWER

            The Borrower will not assign or otherwise transfer the benefit of
            this Agreement or any of its rights, duties or obligations under
            this Agreement except to a substitute Trustee which is appointed as
            a successor trustee of the PUMA Trust under and in accordance with
            the Trust Deed and which is acceptable to the Redraw Facility
            Provider and the Manager (each of whose consent is not to be
            unreasonably withheld).

15.2        ASSIGNMENT BY MANAGER

            The Manager will not assign or otherwise transfer the benefit of
            this Agreement or any of its rights, duties or obligations under
            this Agreement except to a substitute Manager which is appointed as
            a successor manager of the PUMA Trust under and in accordance with
            the Management Deed and which is acceptable to the Redraw Facility
            Provider (whose consent is not to be unreasonably withheld).

15.3        ASSIGNMENT BY REDRAW FACILITY PROVIDER

            The Redraw Facility Provider, with the consent of the Manager, may
            at any time assign or otherwise transfer all or any part of the
            benefit of this Agreement or any of its rights, duties and
            obligations under this Agreement to another Bank or financial
            institution and may disclose to a proposed assignee or transferee
            information in the possession of the Redraw Facility Provider
            relating to the Borrower and the Manager.

--------------------------------------------------------------------------------
16.         NOTICES

16.1        METHOD OF DELIVERY

            Subject to clause 16.4, any notice, request, certificate, approval,
            demand, consent or other communication to be given under this
            Agreement must:

            (a)         (AUTHORISED SIGNATORY): except in the case of
                        communications by email, be in writing and signed by an
                        Authorised Signatory of the party giving the same; and

            (b)         (DELIVERY): be:

                        (i)         left at the address of the addressee;

                        (ii)        sent by prepaid ordinary post to the address
                                    of the addressee;

                        (iii)       sent by facsimile to the facsimile number of
                                    the addressee; or


                                                                              15

<PAGE>

                        (iv)        sent by email by an Authorised Signatory of
                                    the party giving the same to the addressee's
                                    specified email address.

16.2        ADDRESS FOR NOTICES

            The address, facsimile number and specified email address of a party
            shall be the address, facsimile number and specified email address
            notified by that party to the other parties from time to time.

16.3        DEEMED RECEIPT

            A notice, request, certificate, demand, consent or other
            communication under this Agreement is deemed to have been received:

            (a)         (DELIVERY): where delivered in person, upon receipt;

            (b)         (POST): where sent by post, on the 3rd (7th if outside
                        Australia) day after posting;

            (c)         (FAX): where sent by facsimile, on production by the
                        dispatching facsimile machine of a transmission report
                        which indicates that the facsimile was sent in its
                        entirety to the facsimile number of the recipient; and

            (d)         (EMAIL): where sent by email, on the date that the email
                        is received.

            However, if the time of deemed receipt of any notice is not before
            5.00 pm (Sydney time) on a Business Day at the address of the
            recipient it is deemed to have been received at the commencement of
            business on the next Business Day.

16.4        EMAIL

            A notice, request, certificate, approval, demand, consent or other
            communication to be given under this Agreement may only be given by
            email where the recipient has agreed that that communication, or
            communications of that type, may be given by email and subject to
            such conditions as may be required by the recipient.

--------------------------------------------------------------------------------
17.         INDEMNITY

17.1        INDEMNITY ON DEMAND

            Subject to clause 14, the Borrower will on demand indemnify the
            Redraw Facility Provider against any loss, cost or expenses which
            the Redraw Facility Provider may sustain or incur as a consequence
            of any act or omission of the Borrower which gives rise to any of
            the following:

            (a)         (OVERDUE SUMS): any sum payable by the Borrower under
                        this Agreement not being paid when due;

            (b)         (EVENT OF DEFAULT): the occurrence of any Event of
                        Default; or

            (c)         (PAYMENT OF PRINCIPAL): the Redraw Facility Provider
                        receiving payments of principal other than on the last
                        day of the relevant Interest Period for any reason.

17.2        REDRAW FACILITY PROVIDER OBLIGATIONS

            (a)         (REDRAW FACILITY PROVIDER OBLIGATIONS): If the Redraw
                        Facility Provider receives written notice of any act,
                        matter or thing which, in the Redraw Facility Provider's
                        reasonable opinion, may give rise to a loss, cost,
                        charge, liability or expense in relation to which the
                        Borrower would be required to indemnify or reimburse it


                                                                              16

<PAGE>

                        under clause 17.1, then the Redraw Facility Provider
                        must notify the Borrower of that act, matter or thing,
                        giving such details as it is practicable to give as soon
                        as reasonably practicable and in any event within 5
                        Business Days of it coming to its attention provided
                        that failure to do so will not result in any loss or
                        reduction in the indemnity contained in clause 17.1.

            (b)         (REDRAW FACILITY PROVIDER TO CONSULT): The Redraw
                        Facility Provider must consult with the Borrower in good
                        faith in relation to the conduct of any proceedings that
                        may give rise to a claim under the indemnity in clause
                        17.1.

17.3        LOSSES ON LIQUIDATION OR RE-EMPLOYMENT OF DEPOSITS

            Any loss, cost or expense referred to in clause 17.1 will include
            the amount determined in good faith by the Redraw Facility Provider
            as being any loss (other than an amount for loss of profit other
            than loss of margin) including loss of margin, cost or expense
            incurred by reason of the liquidation or re-employment of deposits
            or other funds acquired or contracted for the Redraw Facility
            Provider to fund or maintain any overdue amounts referred to in
            clause 17.1(a) or payments of principal referred to in clause
            17.1(c).

17.4        PAYMENT ON PAYMENT DATE

            Any payments to be made by the Borrower pursuant to this clause 17
            will only be made on the Payment Date following demand by the Redraw
            Facility Provider and on each succeeding Payment Date until the
            Redraw Facility Provider is paid in full by payment of so much of
            the amount sufficient to indemnify the Redraw Facility Provider as
            is available for this purpose in accordance with the Sub-Fund
            Notice.

--------------------------------------------------------------------------------
18.         MISCELLANEOUS

18.1        STAMP DUTIES

            (a)         (BORROWER MUST PAY): The Borrower will pay all stamp,
                        loan transaction and similar Taxes and all registration
                        fees including fines and penalties (except such fines
                        and penalties incurred through the act, neglect or
                        omission of the Redraw Facility Provider after the
                        Redraw Facility Provider has requested and been put in
                        funds to pay such Taxes or fees), financial institutions
                        duty and debits tax which may be payable or required to
                        be paid by any appropriate authority or determined to be
                        payable in connection with the execution, delivery,
                        performance or enforcement of this Agreement.

           (b)          (BORROWER MUST INDEMNIFY): Subject to clause 14, the
                        Borrower will indemnify and keep indemnified the Redraw
                        Facility Provider against any loss or liability incurred
                        or suffered by it as a result of the delay or failure by
                        the Borrower to pay such Taxes or fees.

18.2        WAIVER

            A failure to exercise or enforce or a delay in exercising or
            enforcing or the partial exercise or enforcement of any right,
            remedy, power or privilege under this Agreement by the Redraw
            Facility Provider will not in any way preclude or operate as a
            waiver of any further exercise or enforcement of such right, remedy,
            power or privilege or the exercise or enforcement of any other
            right, remedy, power or privilege under this Agreement or provided
            by law.

18.3        WRITTEN WAIVER, CONSENT AND APPROVAL

            Any waiver, consent or approval given by the Redraw Facility
            Provider under this Agreement



                                                                              17

<PAGE>

            will only be effective and will only bind the Redraw Facility
            Provider if it is given in writing, or given verbally and
            subsequently confirmed in writing, and executed by the Redraw
            Facility Provider or on its behalf by 2 Authorised Signatories of
            the Redraw Facility Provider.

18.4        SEVERABILITY

            Any provision of this Agreement which is illegal, void or
            unenforceable in any jurisdiction is ineffective in such
            jurisdiction to the extent only of such illegality, voidness or
            unenforceability without invalidating the remaining provisions of
            this Agreement or affecting the validity or enforceability of such
            provision in any other jurisdiction.

18.5        SURVIVAL OF INDEMNITIES

            The indemnities contained in this Agreement are continuing
            obligations of the Borrower, separate and independent from the other
            obligations of the Borrower and will survive the termination of this
            Agreement.

18.6        SUCCESSORS AND ASSIGNS

            This Agreement is binding upon and enures to the benefit of the
            parties to this Agreement and their respective successors and
            permitted assigns.

18.7        MORATORIUM LEGISLATION

            To the fullest extent permitted by law, the provisions of all
            statutes whether existing now or in the future operating directly or
            indirectly:

            (a)         (TO AFFECT OBLIGATIONS): to lessen or otherwise to vary
                        or affect in favour of the Borrower any obligation under
                        this Agreement; or

            (b)         (TO AFFECT RIGHTS): to delay or otherwise prevent or
                        prejudicially affect the exercise of any rights or
                        remedies conferred on the Redraw Facility Provider under
                        this Agreement,

            are hereby expressly waived, negatived and excluded.

18.8        AMENDMENTS

            No amendment to this Agreement will be effective unless in writing
            and executed by each of the parties to this Agreement. The Manager
            must provide a copy of each proposed amendment to each Current
            Rating Authority before the amendment becomes effective.

18.9        GOVERNING LAW

            This Agreement is governed by and construed in accordance with the
            laws of New South Wales.

18.10       JURISDICTION

            The Borrower irrevocably and unconditionally:

            (a)         (SUBMISSION TO JURISDICTION): submits to the
                        non-exclusive jurisdiction of the courts of New South
                        Wales;

            (b)         (WAIVER OF INCONVENIENT FORUM): waives any objection it
                        may now or in the future have to the bringing of
                        proceedings in those courts and any claim that any
                        proceedings have been brought in an inconvenient forum;
                        and


                                                                              18

<PAGE>

           (c)          (SERVICE OF NOTICE): agrees, without preventing any
                        other mode of service permitted by law, that any
                        document required to be served in any proceedings may be
                        served in the manner in which notices and other written
                        communications may be given under clause 16.

18.11       COUNTERPARTS

            This Agreement may be executed in a number of counterparts and all
            such counterparts taken together will constitute one and the same
            instrument.






                                                                              19

<PAGE>


SCHEDULE 1

FORM OF DRAWDOWN NOTICE

TO:                                Macquarie Bank Limited, ABN 46 008 583 542
                                   (the "REDRAW FACILITY PROVIDER")

ADDRESS:                           Level 15, 1 Martin Place
                                   Sydney  NSW  2000

ATTENTION:                         [                          ]

FROM:                              Macquarie Securitisation Limited,
                                   ABN 16 003 297 336 (the "MANAGER")

DATE:                              [                         ]


The Manager hereby irrevocably requests you to make an Advance on the Drawdown
Date specified below for an amount equal to the amount specified below in
accordance with clause 4 of the Redraw Facility Agreement dated [ ] 2003 between
Perpetual Trustees Australia Limited, ABN 86 000 431 827, the Redraw Facility
Provider and the Manager of PUMA Global Trust No. 3, as novated or supplemented
from time to time (the "REDRAW FACILITY AGREEMENT"):

(a)          Drawdown Date:                                              [     ]

(b)          Amount of requested Advance:                                A$[   ]


Words used and not otherwise defined in this letter have the same meaning as in
the Redraw Facility Agreement.


SIGNED for and on behalf of MACQUARIE
SECURITISATION LIMITED, ABN 16 003 297 336,



--------------------------------------------
Authorised Signatory


--------------------------------------------
Name


--------------------------------------------
Title:


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<PAGE>


SIGNED as an agreement.


SIGNED for and on behalf of MACQUARIE BANK
LIMITED, ABN 46 008 583 542 by its Attorneys

and
under a Power of Attorney dated          and
each Attorney declares that he or she has not
received any notice of the revocation of such
Power of Attorney, in the presence of:


-----------------------------------------------
Signature of Witness


-----------------------------------------------
Name of Witness in full


-----------------------------------------------
Signature of Attorney


-----------------------------------------------
Signature of Attorney



SIGNED for and on behalf of PERPETUAL TRUSTEES
AUSTRALIA LIMITED, ABN 86 000 431 827 by its
Attorney under a Power of Attorney dated and the
Attorney declares that he or she has not received
any notice of the revocation of such Power of
Attorney, in the presence of:


-----------------------------------------------
Signature of Witness


-----------------------------------------------
Name of Witness in full


-----------------------------------------------
Signature of Attorney


-----------------------------------------------
Name of Attorney in full



                                                                              21

<PAGE>


SIGNED for and on behalf of MACQUARIE
SECURITISATION LIMITED, ABN 16 003 297 336
by its Attorneys
and
under a Power of Attorney dated
and each Attorney declares that he or she
has not received any notice of the revocation
of such Power of Attorney, in the presence of:


-----------------------------------------------
Signature of Witness


-----------------------------------------------
Name of Witness in full


-----------------------------------------------
Signature of Attorney


-----------------------------------------------
Signature of Attorney



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