<PAGE>
                                                              [CLAYTON UTZ LOGO]
--------------------------------------------------------------------------------

THE BANK OF NEW YORK, NEW YORK BRANCH
Note Trustee

MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Issuer Trustee







NOTE TRUST DEED
PUMA GLOBAL TRUST NO. 3











                                [CLAYTON UTZ LOGO]
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2001 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 is limited by the Solicitors Scheme under
                    the Professional Standards Act 1994 NSW
<PAGE>

TABLE OF CONTENTS

1......DEFINITIONS AND INTERPRETATION.........................................2

       1.1         Definitions................................................2
       1.2         Sub-Fund Notice and Trust Deed definitions.................5
       1.3         Interpretation.............................................6
       1.4         Issuer Trustee's capacity..................................8
       1.5         Benefit of covenants under this Deed.......................8
       1.6         Obligations several........................................8
       1.7         Incorporated definitions and other provisions..............8
       1.8         Interpretation of provisions incorporated from TIA.........9
       1.9         Transaction Document and Issuing Document..................9

2......THE NOTE TRUST.........................................................9

       2.1         Appointment of Note Trustee................................9
       2.2         Declaration of Note Trust..................................9
       2.3         Duration of Note Trust....................................10
       2.4         Benefit of Note Trust.....................................10
       2.5         Interested persons bound..................................10

3......AMOUNT, FORM AND ISSUE OF CLASS A NOTES...............................10

       3.1         Aggregate amount and denomination.........................10
       3.2         Description and Form of Class A Notes.....................10
       3.3         Initial issue as Book-Entry Notes.........................10
       3.4         Issue of Definitive Notes.................................11
       3.5         Indemnity for non-issue of Definitive Notes...............12

4......NOTE REGISTER.........................................................12

       4.1         Maintenance of Note Registrar.............................12
       4.2         Provision of Noteholder Information.......................13
       4.3         Note Register conclusive..................................13

5......REPRESENTATIONS AND WARRANTIES........................................13

       5.1         By the Issuer Trustee.....................................13
       5.2         By the Manager............................................14
       5.3         By the Note Trustee.......................................15

6......COVENANTS BY ISSUER TRUSTEE AND MANAGER...............................15

       6.1         Covenant to pay...........................................15
       6.2         Covenant of compliance....................................16
       6.3         Other covenants...........................................16
       6.4         Covenants between Issuer Trustee and Manager..............18

7......ENFORCEMENT...........................................................18

       7.1         Notice following an Event of Default or Potential
                   Event of Default..........................................18
       7.2         Restrictions on enforcement...............................19
       7.3         Note Trustee may enforce..................................19
       7.4         Note Trustee alone may enforce............................20

8......NOTE TRUSTEE'S POWERS, PROTECTIONS ETC................................20

       8.1         Note Trustee's additional powers, protections, etc........20
       8.2         Waivers...................................................25
       8.3         Note Trustee's liability..................................26
       8.4         Dealings with the PUMA Trust..............................26
       8.5         Delegation of duties of Note Trustee......................27
       8.6         Related Body Corporate of the Note Trustee................27


                                                                              i.
<PAGE>

9......DUTIES OF THE NOTE TRUSTEE............................................27

       9.1         Note Trustee's general duties.............................27
       9.2         Duties of the Note Trustee prior to
                   Event of Default..........................................27
       9.3         Duties of the Note Trustee following an
                   Event of Default..........................................27
       9.4         Certain limitations of liability where acting
                   in good faith.............................................28
       9.5         Note Trustee not relieved of liability for
                   negligence etc............................................28
       9.6         Preferred collection of claims against the
                   Issuer Trustee............................................28
       9.7         Compliance with Section 310 of TIA........................28
       9.8         Voting at meetings under Trust Deed or
                   Security Trust Deed.......................................28
       9.9         Transaction Documents.....................................28

10.....APPLICATION OF MONEYS.................................................29

       10.1        Moneys received...........................................29
       10.2        Investment of moneys held.................................29

11.....CONTINUING SECURITY AND RELEASES......................................30

       11.1        Issuer Trustee's liability not affected...................30
       11.2        Waiver by the Issuer Trustee..............................30

12.....REMUNERATION AND EXPENSES OF NOTE TRUSTEE.............................30

       12.1        Payment of fee............................................30
       12.2        Payment of expenses.......................................30
       12.3        Additional duties.........................................31
       12.4        Dispute as to additional duties...........................31
       12.5        Currency and VAT..........................................31
       12.6        No other fees or expenses.................................31
       12.7        Issuer Trustee personally liable for fees.................31
       12.8        Timing of payments........................................32
       12.9        Non-discharge.............................................32

13.....ADDITIONAL NOTE TRUSTEES..............................................32

       13.1        Appointment and removal...................................32
       13.2        Joint exercise of powers..................................32
       13.3        Notice....................................................33

14.....RETIREMENT OR REMOVAL OF NOTE TRUSTEE.................................33

       14.1        Retirement of Note Trustee................................33
       14.2        Removal by Manager........................................33
       14.3        Note Trustee may retire...................................33
       14.4        Appointment of Substitute Note Trustee by
                   Class A Noteholders.......................................34
       14.5        Release of Note Trustee...................................34
       14.6        Vesting of Note Trust Fund in Substitute
                   Note Trustee..............................................34
       14.7        Substitute Note Trustee to execute deed...................34
       14.8        Current Rating Authorities advised........................34
       14.9        Retention of lien.........................................35
       14.10       Issuer Trustee and Manager cannot be appointed............35
       14.11       No limitation of TIA......................................35

15.....AMENDMENT.............................................................35

       15.1        Amendment by Note Trustee.................................35
       15.2        Amendments requiring consent of
                   Class A Noteholders.......................................36
       15.3        Compliance with TIA.......................................36
       15.4        No Current Rating Authority downgrade.....................36
       15.5        Distribution of amendments................................36
       15.6        Amendments binding on Class A Noteholders.................36


                                                                             ii.
<PAGE>

16.....REPORTS...............................................................36

       16.1        Reports by Note Trustee...................................36
       16.2        Reports by Issuer Trustee.................................37
       16.3        Restricted securities.....................................37

17.....CURRENCY INDEMNITY....................................................38

       17.1        Improper currency receipts................................38
       17.2        Currency indemnity........................................38
       17.3        Failure to pay proper currency............................38

18.....EXPENSES AND STAMP DUTIES.............................................38

       18.1        Expenses..................................................38
       18.2        Stamp duties and other taxes..............................39

19.....TRUST INDENTURE ACT...................................................39

       19.1        Certificates and opinions.................................39
       19.2        Undertaking for costs.....................................40
       19.3        Exclusion of section 316(a)(1)............................41
       19.4        Unconditional rights of Class A Noteholders to
                   receive principal and interest............................41
       19.5        Conflict with Trust Indenture Act.........................41

20.....GOVERNING LAW AND JURISDICTION........................................41

       20.1        Governing law.............................................41
       20.2        Jurisdiction..............................................41

21.....NOTICES...............................................................42

       21.1        Method of delivery........................................42
       21.2        Deemed receipt............................................42
       21.3        Notices to Class A Noteholders............................42
       21.4        Notices from Class A Noteholders..........................43
       21.5        Issuer Trustee and Manager................................43
       21.6        Email.....................................................43

22.....ISSUER TRUSTEE'S LIMITED LIABILITY....................................44

       22.1        Limitation on the Issuer Trustee's liability..............44
       22.2        Claims against the Issuer Trustee.........................44
       22.3        Breach of trust...........................................44
       22.4        Acts or omissions.........................................44
       22.5        No authority..............................................44
       22.6        No obligation.............................................44

23.....MISCELLANEOUS.........................................................45

       23.1        Assignment by the Issuer Trustee..........................45
       23.2        Assignment by Manager.....................................45
       23.3        Assignment by Note Trustee................................45
       23.4        Certificate of Note Trustee...............................45
       23.5        Continuing obligation.....................................45
       23.6        Settlement conditional....................................45
       23.7        Interest on judgment......................................45
       23.8        Severability of provisions................................46
       23.9        Remedies cumulative.......................................46
       23.10       Waiver....................................................46
       23.11       Written waiver, consent and approval......................46
       23.12       Moratorium legislation....................................46
       23.13       Binding on each signatory.................................46
       23.14       Counterparts..............................................46


                                                                            iii.
<PAGE>

SCHEDULE 1 FORM OF CLASS A NOTE..............................................49

SCHEDULE 2 FORM OF NOTE CONDITIONS...........................................55



                                                                             iv.
<PAGE>

TRUST INDENTURE ACT - CROSS REFERENCE TABLE

This cross reference table does not, for any purpose, form part of this Note
Trust Deed. "N.A." means not applicable.

TRUST INDENTURE ACT SECTION                        CLAUSE REFERENCE
310   (a) (1)                                      5.3(h), 9.7, 14.2, 14.3, 14.4
      (a) (2)                                      9.7
      (a) (3)                                      13.2
      (a) (4)                                      N.A.
      (a) (5)                                      14.10
      (b)                                          9.7(c), 14.11
      (c)                                          N.A.
311   (a)                                          9.6
      (b)                                          9.6
      (c)                                          N.A.
312   (a)                                          4.2(a), 4.2(b)
      (b)                                          4.2(b)
      (c)                                          4.2(c)
313   (a)                                          16.1
      (b)(1)                                       16.1
      (b)(2)                                       16.1, 21.3
      (c)                                          16.1
      (d)                                          16.1
314   (a)(1)                                       16.2(a)
      (a)(2)                                       16.2(b)
      (a)(3)                                       16.2(c)
      (a)(4)                                       6.3(c)(i)
      (b)                                          6.3(h)
      (c)                                          19.1(a)
      (d)                                          19.1(b)
      (e)                                          19.1(c)
      (f)                                          N.A.
315   (a)                                          9.2
      (b)                                          7.1(a)
      (c)                                          9.3
      (d)                                          9.5, 8.1(e)
      (e)                                          19.2
316   (a)(1)                                       19.3(a)
      (a)(2)                                       N.A.
      (b)                                          19.4
      (c)                                          21.4
317   (a)(1)                                       7.3
      (a)(2)                                       7.3
      (b)                                          6.3(k)
318   (a)                                          19.5


                                                                              1.
<PAGE>

NOTE TRUST DEED MADE ON [   ] 2003

PARTIES

         THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking corporation
         acting through its New York Branch at 101 Barclay Street, 21W, New
         York, New York, 10286 (hereinafter included in the expression the "NOTE
         TRUSTEE")

         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, Australia (hereinafter
         included by incorporation in the expression the "MANAGER")

         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, Australia in its
         capacity as trustee of the PUMA Trust (as hereinafter defined)
         (hereinafter included in the expression the "ISSUER TRUSTEE")

RECITALS

A.   The Issuer Trustee is the trustee, and the Manager is the manager, of the
     PUMA Trust.

B.   The Issuer Trustee proposes to issue, at the direction of the Manager,
     securities, including the Class A Notes, which are to be constituted,
     issued and authenticated pursuant to this Deed.

C.   The Note Trustee has agreed to act as trustee for the benefit of the Class
     A Noteholders on the terms of this Deed.

D.   This Deed is an indenture qualified under, and subject to the mandatory
     provisions of, the Trust Indenture Act 1939 of the United States of
     America, which are incorporated by reference in and made part of this Deed.

THIS DEED PROVIDES

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1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Deed, unless the contrary intention appears:

     "ADDITIONAL NOTE TRUSTEE" means each person from time to time appointed
     under clause 13.1 to act as a co-trustee with the Note Trustee.

     "AGENT" has the same meaning as in the Agency Agreement.

     "AUTHORISED OFFICER":

     (a)  in relation to the Note Trustee, means a responsible officer of the
          Corporate Trust Administration department of the Note Trustee;

     (b)  in relation to the Issuer Trustee, has the same meaning as "Authorised
          Signatory" in the Trust Deed; and

     (c)  in relation to the Manager, has the same meaning as "Authorised
          Signatory" in the Trust Deed.

     "BOOK-ENTRY NOTE" means a Class A Note issued or to be issued, as the case
     may be, by the Issuer Trustee in accordance with clause 3.3(a) to the
     Depository or its nominee or subsequently transferred to a replacement
     Depository or its nominee.


                                                                              2.
<PAGE>

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

     "CHARGE RELEASE DATE" has the same meaning as in the Security Trust Deed.

     "CHARGED PROPERTY" has the same meaning as in the Security Trust Deed.

     "CLASS A NOTE" means a debt security issued or to be issued by the Issuer
     Trustee, in its capacity as trustee of the PUMA Trust, pursuant to the
     provisions of this Deed (whether as a Book-Entry Note or a Definitive Note)
     and described on its face as a Class A Note.

     "CLASS A NOTE OWNER" means, with respect to a Book-Entry Note, the person
     who is the beneficial owner of such Book-Entry Note, as reflected in the
     books of the Depository or in the books of a person maintaining an account
     with the Depository (directly as a Clearing Agency Participant or as an
     indirect participant, in each case in accordance with the rules of the
     Depository).

     "CLASS A NOTEHOLDER" in relation to a Class A Note at any given time means
     the person then appearing in the Note Register as the holder of the Class A
     Note.

     "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other financial
     institution or other person for whom from time to time the Depository
     effects book-entry transfers and pledges of securities deposited with the
     Depository.

     "COMMISSION" means the Securities and Exchange Commission of the United
     States of America, as from time to time constituted, created under the
     Exchange Act, or if at any time after the execution of this Deed that
     Commission is not existing and performing the duties now assigned to it
     under the TIA, then the body performing those duties.

     "COUNSEL'S OPINION" means one or more written opinions of legal counsel
     (who may, except as otherwise expressly provided in this Deed, be employees
     or counsel of the Issuer Trustee or the Manager) acceptable to the Note
     Trustee which:

     (a)  are addressed to the Note Trustee (and which may also be addressed to
          other persons);

     (b)  are in a form satisfactory to, and are subject to such qualifications
          and assumptions as are acceptable to, the Note Trustee; and

     (c)  comply, where applicable, with the TIA,

     and which state, in the opinion of the legal counsel, the matter to be
     opined upon.

     "DEFINITIVE NOTE" means a Class A Note issued or to be issued, as the case
     may be, by the Issuer Trustee in accordance with clause 3.4.

     "DEPOSITORY" means each organisation registered as a clearing agency
     pursuant to section 17A of the Exchange Act that agrees with the Manager
     and the Issuer Trustee to hold Class A Notes (directly or through a
     nominee) and initially means The Depository Trust Company.

     "DTC LETTER OF REPRESENTATIONS" means the DTC Letter of Representations
     dated on or before the Closing Date between the Issuer Trustee, the
     Principal Paying Agent and The Depository Trust Company, as the initial
     Depository, as amended from time to time.

     "ELIGIBLE TRUST CORPORATION" means any person eligible for appointment as
     an institutional trustee under an indenture to be qualified pursuant to the
     TIA as prescribed in section 310(a) of the TIA.

     "EVENT OF DEFAULT" has the same meaning as in the Security Trust Deed.


                                                                              3.
<PAGE>

     "EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United
     States of America.

     "INSOLVENCY EVENT" has the same meaning as in the Security Trust Deed.

     "INTERESTED PERSONS" means a collective reference to the Issuer Trustee,
     the Class A Noteholders, the Class A Note Owners, the Manager and all
     persons claiming through them and "INTERESTED PERSON" means a several
     reference to all Interested Persons.

     "ISSUER TRUSTEE" 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.

     "MAJORITY" in relation to the Class A Noteholders means Class A Noteholders
     holding Class A Notes with an aggregate Principal Balance of greater than
     50% of the aggregate Principal Balance of all the Class A Notes.

     "MANAGER DEFAULT" means the occurrence of any of the events specified in
     clause 9.2 of the Management Deed.

     "NOTE CONDITIONS" means the terms and conditions of the Class A Notes in
     the form set out in Schedule 2, as completed and attached to each Class A
     Note.

     "NOTE REGISTER" has the same meaning as in the Agency Agreement.

     "NOTE REGISTRAR" has the same meaning as in the Agency Agreement.

     "NOTE TRUST" means the trust established under clause 2.2 of this Deed.

     "NOTE TRUST FUND" means:

     (a)  the Note Trustee's rights, remedies and powers under this Deed, the
          Security Trust Deed and each other Transaction Document to which the
          Note Trustee is expressed to be a party;

     (b)  the Note Trustee's right, title and interest as beneficiary of the
          Security Trust; and

     (c)  any other property and benefits which the Note Trustee holds on trust
          for the Class A Noteholders under this Deed.

     "NOTE TRUSTEE" means The Bank of New York, New York Branch or if The Bank
     of New York, New York Branch retires or is removed as Note Trustee, any
     person appointed as a Substitute Note Trustee.

     "PAYING AGENT" has the same meaning as in the Agency Agreement.

     "PAYMENT MODIFICATION" in relation to the Class A Notes means any
     alteration, addition or revocation of any provision of this Deed, the Class
     A Notes (including the Note Conditions), the Trust Deed to the extent that
     it applies to the PUMA Trust, the Sub-Fund Notice or the Security Trust
     Deed which modifies:

     (a)  the amount, timing, place, currency or manner of payment of principal
          or interest in respect of the Class A Notes including, without
          limitation, any modification to the Principal Balance, interest rate
          or Final Maturity Date of the Class A Notes or to clauses 5.1, 5.2 or
          5.5 of the Sub-Fund Notice, conditions 6.9 and 7.2 of the Note
          Conditions or clause 13 of the Security Trust Deed or which would
          impair the rights of the Class A Noteholders to institute suit for
          enforcement of such payment on or after the due date for such payment;


                                                                              4.
<PAGE>

     (b)  the definition of the term "Special Majority" in this clause 1.1,
          clause 21.4 of this Deed or the circumstances in which the consent or
          direction of a Special Majority of the Class A Noteholders is
          required;

     (c)  clause 6.1(a) of the Security Trust Deed; or

     (d)  the requirements for altering, adding to or revoking any provision of
          the Note Trust Deed or the Class A Notes (including the Note
          Conditions).

     "POTENTIAL EVENT OF DEFAULT" has the same meaning as in the Security Trust
     Deed.

     "PRINCIPAL PAYING AGENT" has the same meaning as in the Agency Agreement.

     "PUMA TRUST" means the trust known as the PUMA Global Trust No. 3
     established pursuant to the Trust Deed and the Sub-Fund Notice.

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

     "SECURED CREDITOR" has the same meaning as in the Security Trust Deed.

     "SECURED MONEYS" has the same meaning as in the Security Trust Deed.

     "SECURITY INTEREST" has the same meaning as in the Security Trust Deed.

     "SECURITY TRUST" has the same meaning as in the Security Trust Deed.

     "SPECIAL MAJORITY" in relation to the Class A Noteholders means Class A
     Noteholders holding Class A Notes with an aggregate Principal Balance of no
     less than 75% of the aggregate Principal Balance of all the Class A Notes.

     "STATUTE" means any legislation now or hereafter in force of the Parliament
     of the Commonwealth of Australia or of any State or Territory thereof or of
     any legislative body of any other country or political subdivision thereof
     and any rule regulation ordinance by-law statutory instrument order or
     notice now or hereafter made under such legislation.

     "SUB-FUND NOTICE" means the Sub-Fund Notice dated [ ] 2003 from the Manager
     to the Issuer Trustee.

     "SUBSTITUTE NOTE TRUSTEE" means at any given time means the entity then
     appointed as Note Trustee under clause 14.

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

     "TIA" means the Trust Indenture Act of 1939 of the United States of America
     as in force at the date of this Deed, or, if this Deed is first qualified
     under the Trust Indenture Act after the issue of Class A Notes, as in force
     at the date of such qualification.

     "TRUST DEED" means the Trust Deed dated 13 July 1990 between the person
     referred to therein as the Founder and Perpetual Trustees Australia
     Limited, as amended from time to time.

     "TRUSTEE DEFAULT" means the occurrence of any of the events specified in
     clause 19.1(b)(i) to 19.1(b)(iv) (inclusive) of the Trust Deed.

     "VOTING SECURED CREDITORS" has the same meaning as in the Security Trust
     Deed.

1.2  SUB-FUND NOTICE AND TRUST DEED DEFINITIONS

     Subject to clause 1.7, unless defined in this Deed, words and phrases
     defined in either or both of the Trust Deed and the Sub-Fund Notice have
     the same meaning in this Deed. Where there


                                                                              5.
<PAGE>

     is any inconsistency in a definition between this Deed (on the one hand)
     and the Trust Deed or the Sub-Fund Notice (on the other hand), this Deed
     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 Deed. Subject to clause 1.7, where words or
     phrases used but not defined in this Deed are defined in the Trust Deed in
     relation to a Fund (as defined in the Trust Deed) such words or phrases are
     to be construed in this Deed, where necessary, as being used only in
     relation to the PUMA Trust (as defined in this Deed).

1.3  INTERPRETATION

     In this Deed unless the contrary intention appears:

     (a)  the expression "PERSON" includes an individual, a corporation and a
          Governmental Agency;

     (b)  the expression "OWING" includes amounts that are owing whether such
          amounts are liquidated or not or are contingent or presently accrued
          due and includes all rights sounding in damages only;

     (c)  the expression "POWER" in relation to a person includes all powers,
          authorities, rights, remedies, privileges and discretions conferred
          upon that person by the Transaction Documents, by any other deed,
          agreement, document, or instrument, by any Statute or otherwise by
          law;

     (d)  a reference to any person includes that person's executors,
          administrators, successors, substitutes and assigns, including any
          person taking by way of novation;

     (e)  subject to clause 1.7, a reference to this Deed, the Trust Deed or to
          any other deed, agreement, document or instrument includes
          respectively this Deed, the Trust Deed or such other deed, agreement,
          document or instrument as amended, novated, supplemented, varied or
          replaced from time to time;

     (f)  a reference to any Statute, other than the TIA, or to any section or
          provision of any Statute, other than any section or provision of the
          TIA, includes any statutory modification or re-enactment or any
          statutory provision substituted therefore and all ordinances, by-laws
          regulations and other statutory instruments issued thereunder;

     (g)  a reference to a Related Body Corporate includes a corporation which
          is or becomes a Related Body Corporate during the currency of this
          Deed;

     (h)  words importing the singular include the plural (and vice versa) and
          words denoting a given gender include all other genders;

     (i)  headings are for convenience only and do not affect the interpretation
          of this Deed;

     (j)  a reference to a clause is a reference to a clause of this Deed;

     (k)  a reference to a Schedule is a reference to a Schedule to this Deed;

     (l)  where any word or phrase is given a defined meaning any other part of
          speech or other grammatical form in respect of such word or phrase has
          a corresponding meaning;

     (m)  all accounting terms used in this Deed have the same meaning ascribed
          to those terms under accounting principles and practices generally
          accepted in Australia from time to time;

     (n)  a reference to a party is a reference to a party to this Deed;


                                                                              6.
<PAGE>

     (o)  a reference to time is a reference to New York time;

     (p)  a reference to any thing is a reference to the whole and each part of
          it and a reference to a group of persons is a reference to all of them
          collectively, to any two or more of them collectively and to each of
          them individually;

     (q)  if an act prescribed under this Deed to be done by a party on or by a
          given day is done after 5 pm on that day, it is to be taken to be done
          on the following day;

     (r)  where any day on which a payment is due to be made or a thing is due
          to be done under this Deed is not a Business Day, that payment must be
          made or that thing must be done on the immediately succeeding Business
          Day;

     (s)  a reference to "WILFUL DEFAULT" in relation to the Issuer Trustee, the
          Note Trustee or the Manager means, subject to clause 1.3(t), any
          wilful failure to comply with, or wilful breach by, the Issuer
          Trustee, the Note Trustee or the Manager (as the case may be) of any
          of its obligations under any Transaction Document, other than a
          failure or breach which:

          (i)  A.  arises as a result of a breach of a Transaction Document by a
                   person other than:

                    1)   the Issuer Trustee, the Note Trustee or the Manager (as
                         the case may be); or

                    2)   any other person in referred to in clause 1.3(t) in
                         relation to the Issuer Trustee, the Note Trustee or the
                         Manager (as the case may be); and

               B.   the performance of the action (the non-performance of which
                    gave rise to such breach) is a pre-condition to the Issuer
                    Trustee, the Note Trustee or the Manager (as the case may
                    be) performing the said obligation;

          (ii) is in accordance with a lawful court order or direction or
               required by law; or

         (iii) is:

               A.   in accordance with any proper instruction or direction of
                    the Voting Secured Creditors given at a meeting of Voting
                    Secured Creditors convened pursuant to the Security Trust
                    Deed;

               B.   in accordance with any proper instruction or direction of a
                    Majority (or a Special Majority) of the Class A Noteholders
                    given in accordance with this Deed; or

               C.   in accordance with any proper instruction or direction of
                    the Noteholders given at a meeting convened under the Trust
                    Deed (as amended by the Sub-Fund Notice);

     (t)  a reference to the "FRAUD", "NEGLIGENCE", "WILFUL DEFAULT" or "BREACH
          OF TRUST" of the Issuer Trustee, the Note Trustee or the Manager means
          the fraud, negligence, wilful default or breach of trust of the Issuer
          Trustee, the Note Trustee or the Manager (as the case may be) and of
          its officers, employees, agents and any other person where the Issuer
          Trustee, the Note Trustee or the Manager (as the case may be) is
          liable for the acts or omissions of such other person under the terms
          of any Transaction Document;


                                                                              7.
<PAGE>

     (u)  subject to the mandatory provisions of the TIA and clause 21.2, each
          party will only be considered to have knowledge or awareness of, or
          notice of, a thing or grounds to believe anything by virtue of the
          officers of that party (or any Related Body Corporate of that party)
          which have the day to day responsibility for the administration or
          management of that party's (or a Related Body Corporate of that
          party's) obligations in relation to the PUMA Trust, the Note Trust or
          this Deed, having actual knowledge, actual awareness or actual notice
          of that thing, or grounds or reason to believe that thing (and similar
          references will be interpreted in this way). In addition, notice,
          knowledge or awareness of an Event of Default, a Potential Event of
          Default, a Trustee Default or Manager Default means notice, knowledge
          or awareness of the occurrence of the events or circumstances
          constituting an Event of Default, a Potential Event of Default, a
          Trustee Default or a Manager Default, as the case may be;

     (v)  a reference to prospective liabilities includes, without limitation,
          the liabilities of the Issuer Trustee under the Transaction Documents;
          and

     (w)  a reference to the enforcement of the Charge means that the Security
          Trustee appoints (or the Voting Secured Creditors as contemplated by
          clause 8.4 of the Security Trust Deed appoint) a Receiver over any
          Charged Property, or takes possession of any Charged Property,
          pursuant to the Security Trust Deed (expressions used in this clause
          have the same meanings as in the Security Trust Deed).

1.4  ISSUER TRUSTEE'S CAPACITY

     In this Deed, unless expressly specified otherwise:

     (a)  (REFERENCES TO ISSUER TRUSTEE): a reference to the Issuer Trustee is a
          reference to the Issuer Trustee in its capacity as trustee of the PUMA
          Trust only, and in no other capacity; and

     (b)  (REFERENCES TO ASSETS OF ISSUER TRUSTEE): a reference to the
          undertaking, assets, business or money of the Issuer Trustee is a
          reference to the undertaking, assets, business or money of the Issuer
          Trustee in the capacity referred to in paragraph (a).

1.5  BENEFIT OF COVENANTS UNDER THIS DEED

     Unless the context indicates a contrary intention, the Note Trustee holds
     the covenants, undertakings and other obligations and liabilities of the
     Issuer Trustee and the Manager under this Deed on trust for the benefit of
     the Class A Noteholders on the terms and conditions of this Deed.

1.6  OBLIGATIONS SEVERAL

     The obligations of the parties under this Deed are several.

1.7  INCORPORATED DEFINITIONS AND OTHER PROVISIONS

     Where in this Deed 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, to that Transaction
     Document or to that provision (as the case may be) will be of no effect for
     the purposes of this Deed unless and until the amendment:

     (a)  (NO PAYMENT MODIFICATION): if it does not effect a Payment
          Modification in relation to the Class A Notes is either:


                                                                              8.
<PAGE>

          (i)  if the Note Trustee is of the opinion that the amendment will not
               be materially prejudicial to the interests of the Class A
               Noteholders, consented to by the Note Trustee; or

          (ii) otherwise, approved by a Special Majority of the Class A
               Noteholders; or

     (b)  (PAYMENT MODIFICATION): if the amendment does effect a Payment
          Modification in relation to the Class A Notes, is consented to by each
          Class A Noteholder.

1.8  INTERPRETATION OF PROVISIONS INCORPORATED FROM TIA

     Where a provision of the TIA is incorporated into this Deed in accordance
     with the TIA (as described in clause 19.5) the following terms used in that
     provision have the following meanings in this Deed:

     "COMMISSION" has the meaning given to that term in clause 1.1.

     "DEFAULT" means an Event of Default.

     "INDENTURE SECURITIES" means the Class A Notes.

     "INDENTURE SECURITY HOLDER" means a Class A Noteholder.

     "INDENTURE TO BE QUALIFIED" means this Deed.

     "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Note Trustee.

     "OBLIGOR UPON THE INDENTURE SECURITIES" means the Issuer Trustee.

     Any other term, expression or provision which is used in this Deed in
     respect of a section or provision of the TIA and which is defined in the
     TIA, defined in the TIA by reference to another Statute or defined by or in
     any rule of or issued by the Commission, will have the meaning assigned to
     it by such definitions. Any term or expression that is used in both:

     (a)  (TIA): a mandatory provision of the TIA; and

     (b)  (THIS DEED): a clause of this Deed that, on its face, appears to
          satisfy or reflect that mandatory provision of the TIA, will be
          construed and interpreted as a Federal court of the United States of
          America would construe and interpret the term or expression.

1.9  TRANSACTION DOCUMENT AND ISSUING DOCUMENT

     For the purposes of the Trust Deed and the Sub-Fund Notice, this Deed is a
     Transaction Document and an Issuing Document in relation to the PUMA Trust.

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2.   THE NOTE TRUST

2.1  APPOINTMENT OF NOTE TRUSTEE

     The Note Trustee is hereby appointed and agrees to act as trustee of the
     Note Trust (with effect from the constitution of the Note Trust) on the
     terms and conditions in this Deed.

2.2  DECLARATION OF NOTE TRUST

     The Note Trustee declares that it holds the Note Trust Fund on trust for
     those persons who are Class A Noteholders from time to time.


                                                                              9.
<PAGE>

2.3  DURATION OF NOTE TRUST

     The Note Trust commences on the date of this Deed and terminates on the
     first to occur of:

     (a)  (REDEMPTION OF CLASS A NOTES): the date 6 months after the Note
          Trustee has been satisfied that all moneys owing by the Issuer Trustee
          or the Manager in respect of or in relation to Class A Notes or this
          Deed have been duly paid;

     (b)  (CHARGE RELEASE DATE): the Charge Release Date; and

     (c)  (80TH ANNIVERSARY): the 80th anniversary of the date of this Deed.

2.4  BENEFIT OF NOTE TRUST

     Each Class A Noteholder is entitled to the benefit of the Note Trust on the
     terms and conditions contained in this Deed.

2.5  INTERESTED PERSONS BOUND

     The provisions of this Deed, the Class A Notes (including the Note
     Conditions), the Trust Deed, the Sub-Fund Notice and the Security Trust
     Deed are binding upon every Interested Person.

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3.   AMOUNT, FORM AND ISSUE OF CLASS A NOTES

3.1  AGGREGATE AMOUNT AND DENOMINATION

     (a)  (PRINCIPAL AMOUNT): The Class A Notes will be issued in an aggregate
          principal amount of $US1,000,000,000.

     (b)  (DENOMINATIONS): The Definitive Notes will be issued in minimum
          denominations of US$100,000 or integral multiples thereof.

3.2  DESCRIPTION AND FORM OF CLASS A NOTES

     (a)  (FORM OF CLASS A NOTES): The Class A Notes must be serially numbered
          and typewritten or printed (in the case of Book-Entry Notes) or
          typewritten, printed, lithographed or engraved or produced by any
          combination of these methods and with or without steel borders (in the
          case of Definitive Notes) in the form or substantially in the form set
          out in Schedule 1.

     (b)  (SIGNING OF CLASS A NOTES): Each Class A Note must be signed manually
          or in facsimile by an Authorised Officer or other duly appointed
          representative of the Issuer Trustee on behalf of the Issuer Trustee.

     (c)  (AUTHENTICATION OF CLASS A NOTES): Each Class A Note must be
          authenticated by an Authorised Officer or other duly appointed
          representative of the Note Trustee on behalf of the Note Trustee. No
          Class A Note will be valid for any purpose unless and until so
          authenticated.

     (d)  (DATING OF CLASS A NOTES): The Class A Notes must be dated the date of
          their authentication.

3.3  INITIAL ISSUE AS BOOK-ENTRY NOTES

     (a)  (ISSUE AS BOOK-ENTRY NOTES): The Class A Notes will upon issue be
          represented by one or more book-entry notes and will be initially
          registered in accordance with clause 4 in the name of Cede & Co, as
          nominee of The Depository Trust Company as the initial Depository.


                                                                             10.
<PAGE>

     (b)  (DELIVERY OF BOOK-ENTRY NOTES): The Issuer Trustee must on the date of
          this Deed deliver or procure the delivery of the Book-Entry Notes to
          the Principal Paying Agent as custodian for the Depository.

     (c)  (RIGHTS ATTACHING TO BOOK-ENTRY NOTES): A Book-Entry Note executed and
          authenticated in accordance with clause 3.2 will constitute binding
          and valid obligations of the Issuer Trustee. Until a Book-Entry Note
          has been exchanged pursuant to this Deed, it will in all respects be
          entitled to the same benefits as a Definitive Note except as
          specifically provided to the contrary in this Deed or the provisions
          of the Book-Entry Note.

     (d)  (EXCHANGE ETC.): Subject to this Deed, the procedures relating to the
          exchange, authentication, delivery, surrender, cancellation,
          presentation, marking up or down of any of a Book-Entry Note and any
          other matters to be carried out by the relevant parties upon exchange
          of any Book-Entry Note will be made in accordance with the provisions
          of the Book-Entry Notes and the normal practice of the Depository's
          nominee, the Note Registrar and the rules and procedures of the
          Depository from time to time.

     (e)  (DEALINGS WITH DEPOSITORY): The following provisions apply in relation
          to Book-Entry Notes:

          (i)  the Issuer Trustee, the Manager, each Agent and the Note Trustee
               will be entitled to deal with the Depository for all purposes
               whatsoever (including the payment of principal of and interest on
               the Class A Notes and the giving of instructions or directions
               under this Deed) as the absolute holder of the Book-Entry Notes
               and none of the Issuer Trustee, the Manager, any Agent or the
               Note Trustee will be affected by notice to the contrary;

          (ii) whenever a notice or other communication to the Class A
               Noteholders in relation to Book-Entry Notes is required under
               this Deed or any other Transaction Document all such notices and
               communications must be given to the Depository and are not
               required to be given to the Class A Note Owners;

          (iii) the rights of Class A Note Owners in relation to Book-Entry
               Notes may be exercised only through the Depository and are
               limited to those established by law and agreements between such
               Class A Note Owners and the Depository and/or the Clearing Agency
               Participants; and

          (iv) the Issuer Trustee, the Manager, each Agent and the Note Trustee
               may conclusively rely upon any statement from the Depository or
               any Clearing Agency Participant as to the votes, instructions or
               directions it has received from Class A Note Owners and/or
               Clearing Agency Participants.

         To the extent that the provisions of this clause 3.3 conflict with any
         other provisions of this Deed, the provisions of this clause 3.3
         prevail.

3.4  ISSUE OF DEFINITIVE NOTES

     (a)  (EVENTS LEADING TO EXCHANGE): If:

          (i)  the Depository advises the Note Trustee in writing that the
               Depository is no longer willing or able properly to discharge its
               responsibilities with respect to the Class A Notes and the
               Manager is unable to locate a qualified successor to act as
               Depository;


                                                                             11.
<PAGE>

          (ii) the Manager (at its option) advises the Issuer Trustee, the Note
               Trustee and the Depository in writing that Definitive Notes are
               to be issued in replacement of the Book-Entry Notes; or

          (iii) an Event of Default has occurred and is subsisting and the Class
               A Note Owners representing beneficial interests aggregating to at
               least a Majority of the aggregate Principal Balance of the Class
               A Notes advise the Issuer Trustee through the Depository in
               writing that the continuation of a book entry system through the
               Depository is no longer in the best interests of the Class A Note
               Owners,

          then the Issuer Trustee, on the direction of the Manager, must within
          30 days of such event instruct the Depository to notify all of the
          Class A Note Owners of the occurrence of any such event and of the
          availability of Definitive Notes to such Class A Note Owners
          requesting the same. The Note Trustee must promptly advise the Issuer
          Trustee and the Manager upon the occurrence of an event referred to in
          clause 3.4(a)(i) and the Issuer Trustee must promptly advise the Note
          Trustee and the Manager upon the occurrence of an event referred to in
          clause 3.4(a)(iii).

     (b)  (EXCHANGE FOR DEFINITIVE NOTES): Upon the surrender of Book-Entry
          Notes to the Issuer Trustee by the Depository following an instruction
          of the Issuer Trustee pursuant to clause 3.4(a), and the delivery by
          the Depository of the relevant registration instructions to the Issuer
          Trustee, the Issuer Trustee must issue and execute and the Note
          Trustee must authenticate and deliver Definitive Notes of the same
          class, as the case may be, and of the same aggregate Principal Balance
          as those Book-Entry Notes, replacing those Book-Entry Notes, in
          accordance with clause 3.2 and the instructions of the Depository.
          None of the Note Trustee, the Manager, the Issuer Trustee or any Agent
          will be liable for any delay in delivery of such instructions and each
          such person may conclusively rely on, and will be protected in relying
          on, such instructions.

     (c)  (NO OTHER ENTITLEMENT): No Class A Note Owner will be entitled to
          receive a Definitive Note representing such Class A Note Owner's
          interest in a Class A Note, except as provided in this clause 3.4.

3.5  INDEMNITY FOR NON-ISSUE OF DEFINITIVE NOTES

     If the Issuer Trustee is required to issue Definitive Notes following an
     event specified in clause 3.4 but fails to do so within 30 days of delivery
     to the Issuer Trustee of the Book-Entry Notes in accordance with clause 3.4
     then the Issuer Trustee must, subject to clause 22, indemnify the Note
     Trustee, the Class A Noteholders and Class A Note Owners, and keep them
     indemnified, against any loss or damage incurred by any of them if the
     amount received by the Note Trustee, the Class A Noteholders or Class A
     Note Owners, respectively, is less than the amount that would have been
     received had Definitive Notes been issued. If the Issuer Trustee breaches
     its obligations under clause 3.4, it is acknowledged and agreed that
     damages alone will not be an adequate remedy for such a breach and that, in
     addition to any other rights they may have, the Note Trustee, the Class A
     Noteholders and the Class A Note Owners are entitled to sue the Issuer
     Trustee for specific performance, injunctive relief or other equitable
     relief to enforce the Issuer Trustee's obligations under clause 3.4.

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4.   NOTE REGISTER

4.1  MAINTENANCE OF NOTE REGISTRAR

     The Issuer Trustee must procure that the Note Register is maintained, and
     that Class A Notes are transferred, exchanged, replaced, redeemed and
     cancelled, all in accordance with the provisions of the Class A Notes
     (including the Note Conditions) and the Agency Agreement. If at any time
     for any reason there ceases to be a person performing the functions of the
     Note


                                                                             12.
<PAGE>

     Registrar under the Agency Agreement, the Issuer Trustee must act as the
     Note Registrar and perform all of the obligations of the Note Registrar
     contained in the Agency Agreement.

4.2  PROVISION OF NOTEHOLDER INFORMATION

     (a)  (PROVISION OF INFORMATION): The Issuer Trustee must provide or procure
          the provision to the Note Trustee (if the Note Trustee is not the Note
          Registrar) at intervals of not more than 6 months (commencing as from
          the Closing Date), and at such other times as the Note Trustee may
          request in writing, all information in the possession or control of
          the Note Registrar as to the names and addresses of the Class A
          Noteholders, provided that the Issuer Trustee will not have any
          obligations pursuant to this clause 4.2(a) while the Class A Notes are
          all Book-Entry Notes.

     (b)  (NOTE TRUSTEE'S OBLIGATIONS): The Note Trustee must preserve, in as
          current form as is reasonably practicable, the names and addresses of
          the Class A Noteholders provided to it pursuant to clause 4.2(a) or
          otherwise received by it in any capacity and must comply with its
          obligations pursuant to section 312(b) of the TIA.

     (c)  (PROTECTION): The Issuer Trustee, the Note Trustee and the Note
          Registrar will have the protection of section 312(c) of the TIA in
          relation to the disclosure of information in accordance with this
          clause 4.2.

4.3  NOTE REGISTER CONCLUSIVE

     A Class A Note is not a certificate of title and the Note Register is the
     only conclusive evidence of title to Class A Notes.

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5.   REPRESENTATIONS AND WARRANTIES

5.1  BY THE ISSUER TRUSTEE

     The Issuer Trustee represents and warrants to the Note Trustee that:

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

     (b)  (CONSTITUTION): the execution delivery and performance of this Deed
          does not violate its constitution;

     (c)  (CORPORATE POWER): it has the power and has taken all corporate and
          other action required to enter into this Deed and to authorise the
          execution and delivery of this Deed and the performance of its
          obligations under this Deed;

     (d)  (FILINGS): all corporate notices and all registrations with the
          Australian Securities and Investments Commission, the Commission or
          similar office in its jurisdiction of incorporation and in any other
          jurisdiction required to be filed or effected, as applicable, by it in
          connection with the execution, delivery and performance of this Deed
          have been filed or effected, as applicable, and all such filings and
          registrations are current, complete and accurate;

     (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
          valid, legally binding and enforceable obligations in accordance with
          the terms of this Deed 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;

     (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery and
          performance of this Deed does not violate any existing law or
          regulation in any applicable jurisdiction or any document or agreement
          to which it is a party or which is binding upon it or any of its
          assets;


                                                                             13.
<PAGE>

     (g)  (AUTHORISATION): all consents, licences, approvals and authorisations
          of every Governmental Agency required to be obtained by it in
          connection with the execution, delivery and performance of this Deed
          in its personal capacity have been obtained and are valid and
          subsisting;

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

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

     (j)  (TRUST DEED AND THE SUB-FUND NOTICE): the PUMA Trust is solely
          constituted by the Trust Deed and the Sub-Fund Notice;

     (k)  (NO PROCEEDINGS TO REMOVE): it has received no notice and to its
          knowledge no resolution has been passed or direction or notice has
          been given, removing it as trustee of the PUMA Trust; and

     (l)  (NO BREACH): it is not in breach of any material provision of the
          Trust Deed or the Sub-Fund Notice.

5.2  BY THE MANAGER

     The Manager represents and warrants to the Note Trustee that:

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

     (b)  (CONSTITUTION): its execution, delivery and performance of this Deed
          does not violate its constitution;

     (c)  (CORPORATE POWER): it has the power and has taken all corporate and
          other action required to enter into this Deed and to authorise the
          execution and delivery of this Deed and the performance of its
          obligations under this Deed;

     (d)  (FILINGS): it has filed all corporate notices and effected all
          registrations with the Australian Securities and Investments
          Commission, the Commission or similar office in its jurisdiction of
          incorporation and in any other jurisdiction as required by law and all
          such filings and registrations are current, complete and accurate;

     (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
          valid, legally binding and enforceable obligations in accordance with
          the terms of this Deed except as such enforceability may be limited by
          any applicable bankruptcy, insolvency, re-organisation, moratorium or
          trust or general principles of equity or other similar laws affecting
          creditors' rights generally;

     (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery and
          performance of this Deed does not violate any existing law or
          regulation in any applicable jurisdiction or any document or agreement
          to which it is a party or which is binding upon it or any of its
          assets;

     (g)  (AUTHORISATION): all consents, licences, approvals and authorisations
          of every Governmental Agency required to be obtained by the Manager in
          connection with the execution, delivery and performance of this Deed
          have been obtained and are valid and subsisting;


                                                                             14.
<PAGE>

     (h)  (INVESTMENT COMPANY): the PUMA Trust is not, and, if all the parties
          to the Transaction Documents perform their obligations under the
          Transaction Documents, will not become, an "investment company" as
          that term is defined in the Investment Company Act of 1940 of the
          United States of America; and

     (i)  (COMPLIANCE WITH TIA): this Deed has been duly qualified under the
          TIA.

5.3  BY THE NOTE TRUSTEE

     The Note Trustee represents and warrants to the Issuer Trustee and the
     Manager that:

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

     (b)  (CONSTITUTION): its execution, delivery and performance of this Deed
          does not violate its constitution;

     (c)  (CORPORATE POWER): it has the power and has taken all corporate and
          other action required to enter into this Deed and to authorise the
          execution and delivery of this Deed and the performance of its
          obligations under this Deed and that it has the legal capacity to
          enter into this Deed and perform its obligations hereunder;

     (d)  (FILINGS): it has filed all corporate notices and effected all
          registrations with the Commission or similar office in its
          jurisdiction of incorporation and in any other jurisdiction as
          required by law and all such filings and registrations are current,
          complete and accurate;

     (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
          valid, legally binding and enforceable obligations in accordance with
          the terms of this Deed except as such enforceability may be limited by
          any applicable bankruptcy, insolvency, re-organisation, moratorium or
          trust or general principles of equity or other similar laws affecting
          creditors' rights generally;

     (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery and
          performance of this Deed does not violate any existing law or
          regulation in any applicable jurisdiction or any document or agreement
          to which it is a party or which is binding upon it or any of its
          assets;

     (g)  (AUTHORISATION): all consents, licences, approvals, authorisations of
          and filings with every Governmental Agency required to be obtained or
          made by the Note Trustee in connection with the execution, delivery
          and performance of this Deed have been obtained or made and are valid
          and subsisting; and

     (h)  (ELIGIBLE TRUST CORPORATION): it is an Eligible Trust Corporation.

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6.   COVENANTS BY ISSUER TRUSTEE AND MANAGER

6.1  COVENANT TO PAY

     (a)  (COVENANT TO PAY): Subject to and in accordance with the provisions of
          this Deed, the Sub-Fund Notice and the Class A Notes (including,
          without limitation, clauses 6.1(b) and 22 and condition 12 of the Note
          Conditions), the Issuer Trustee covenants in favour of the Note
          Trustee that it will duly and punctually repay the principal of and
          pay interest and all other amounts owing in relation to the Class A
          Notes to, or to the order of, the Note Trustee in immediately
          available funds in US Dollars as and when the same fall due for
          repayment or payment.


                                                                             15.
<PAGE>

     (b)  (SATISFACTION OF COVENANT): Subject to clause 6.1(b) of the Agency
          Agreement, every payment by or at the direction of the Issuer Trustee
          to the Principal Paying Agent or the Currency Swap Provider made in
          accordance with the Agency Agreement on account of an amount owing in
          relation to the Class A Notes will operate as payment by the Issuer
          Trustee to the Note Trustee in satisfaction of the Issuer Trustee's
          obligations under clause 6.1(a).

6.2  COVENANT OF COMPLIANCE

     (a)  (CLASS A NOTES): The Issuer Trustee and the Manager each severally
          covenants in favour of the Note Trustee that it will comply with all
          of its obligations under the Class A Notes (as if the provisions of
          the Class A Notes, including the Note Conditions, were set out in full
          in this Deed).

     (b)  (TRANSACTION DOCUMENTS): The Issuer Trustee and the Manager each
          severally covenants in favour of the Note Trustee that it will:

          (i)  comply with, perform and observe all of its material obligations
               under all the other Transaction Documents to which it is a party;
               and

          (ii) use reasonable endeavours to procure that each other party to a
               Transaction Document (other than the Note Trustee) to which it is
               a party complies with its material obligations under that
               Transaction Document.

6.3  OTHER COVENANTS

     The Issuer Trustee and the Manager each severally covenants in favour of
     the Note Trustee that so long as any Class A Notes remain outstanding, and
     unless the Note Trustee agrees otherwise in accordance with this Deed, it
     will:

     (a)  (ASSISTANCE TO NOTE TRUSTEE): provide to the Note Trustee, as the Note
          Trustee may reasonably require to enable the Note Trustee to perform
          its duties and functions under this Deed, such information, copies of
          any accounting records and other documents, statements and reports
          required to be maintained by, or that are otherwise in the possession
          of, the Issuer Trustee or the Manager, as the case may be, or which it
          is entitled to obtain from any person and execute such documents and
          do such things, which the Issuer Trustee has the power to do under the
          Trust Deed and Sub-Fund Notice, as may be necessary, in the reasonable
          opinion of the Note Trustee, to give effect to this Deed or any other
          Transaction Document to which the Note Trustee is a party;

     (b)  (NOTIFY EVENTS OF DEFAULT ETC.): promptly notify the Note Trustee upon
          becoming aware of the occurrence of an Event of Default, Potential
          Event of Default, Trustee Default or Manager Default and provide the
          Note Trustee with details of such occurrence;

     (c)  (CERTIFICATE AS TO COMPLIANCE): provide to the Note Trustee within 120
          days after the end of each fiscal year of the PUMA Trust (commencing
          on the fiscal year ending on 30 September 2003):

          (i)  in accordance with section 314(a)(4) of the TIA, a brief
               certificate from its principal executive officer, principal
               financial officer or principal accounting officer as to his or
               her knowledge of the activities of the Issuer Trustee and the
               Manager in respect of the PUMA Trust during that year and of the
               Issuer Trustee's or the Manager's, as the case may be, compliance
               with all conditions, covenants and other provisions under this
               Deed (including under clause 6.2(b) and determined without regard


                                                                             16.
<PAGE>

               to any period of grace or requirement of notice under this Deed
               or any other Transaction Document) and giving reasonable details
               about any non-compliance; and

          (ii) a certificate (which may be part of the certificate referred to
               in clause 6.3(c)(i)) from an Authorised Officer of the Issuer
               Trustee and from an Authorised Officer of the Manager, as the
               case may be, stating whether to the best of his or her knowledge
               in the period since the date of execution of this Deed (in the
               case of the first such certificate) based on a review of the
               activities referred to in clause 6.3(c)(i) or since the provision
               of the most recent certificate under this clause 6.3(c)(ii) (in
               the case of any other such certificate), an Event of Default,
               Potential Event of Default, Manager Default or Trustee Default
               has occurred and, if any such event has occurred, giving
               reasonable details of that event;

     (d)  (FURNISH INFORMATION TO EXCHANGE): in the case of the Manager only,
          provide or procure that there is provided to any stock exchange on
          which, or listing authority with whom, the Class A Notes may become
          listed or quoted all information required to be so provided as a
          requirement of such listing or quotation;

     (e)  (COPY NOTICES TO CLASS A NOTEHOLDERS): provide, or procure that there
          is provided, to the Note Trustee:

          (i)  a copy of each notice given to Class A Noteholders by the Issuer
               Trustee (at the same time as such notice is given); and

          (ii) in the case of the Manager only, a copy of each document provided
               to any stock exchange or securities market pursuant to clause
               6.3(d);

     (f)  (AUDITOR'S REPORT): in the case of the Manager only, provide, or
          procure that there is provided, to the Note Trustee, within 10
          Business Days of the date of its issue, a copy of each report issued
          by the Auditor pursuant to clause 13.3 of the Trust Deed;

     (g)  (ACCESS TO RECORDS): allow the Note Trustee, and any person appointed
          by the Note Trustee to whom it has no reasonable objection, access at
          all times during normal business hours, upon reasonable notice, to the
          accounting records of the PUMA Trust held by it or in its control;

     (h)  (OPINION AS TO FILING): procure that there is provided to the Note
          Trustee in accordance with section 314(b) of the TIA:

          (i)  on the Closing Date, Counsel's Opinion either stating that the
               Security Trust Deed has been properly recorded and filed so as to
               make effective the Security Interest intended to be created by
               the Security Trust Deed, and reciting the details of such action,
               or stating that no such action is necessary to make such Security
               Interest effective; and

          (ii) within 120 days after the end of each fiscal year of the PUMA
               Trust (commencing on the fiscal year ending on 30 September
               2003), Counsel's Opinion either stating that such action has been
               taken with respect to the recording, filing, re-recording and
               re-filing of the Security Trust Deed as is necessary to maintain
               the Security Interest created by the Security Trust Deed and
               reciting the details of such action or stating that no such
               action is necessary to maintain such Security Interest;

     (i)  (CHANGE OF MANAGER): in the case of the Issuer Trustee only, promptly
          notify the Note Trustee of any retirement or replacement of the
          Manager pursuant to clause 9 of the Management Deed and of the
          appointment of a substitute Manager;


                                                                             17.
<PAGE>

     (j)  (TRANSACTION DOCUMENTS): in the case of the Manager only, provide to
          the Note Trustee, on or prior to the Issue Date in respect of the
          Class A Notes, one copy of each Transaction Document as at that Issue
          Date (other than any Transaction Document to which the Note Trustee is
          a party) and provide to the Note Trustee a copy of each Transaction
          Document executed after the Issue Date (other than any Transaction
          Document to which the Note Trustee is a party) promptly after its
          execution; and

     (k)  (PAYING AGENTS TRUST): ensure that each Paying Agent agrees, as a term
          of its appointment, to hold in trust for the benefit of Class A
          Noteholders or the Note Trustee all sums held by such Paying Agent for
          the payment of the principal of or interest on the Class A Notes and
          to promptly give to the Note Trustee notice of any default by the
          Issuer Trustee (without regard to any grace period) in the making of
          any such payment.

6.4  COVENANTS BETWEEN ISSUER TRUSTEE AND MANAGER

     (a)  (OBLIGATIONS OF MANAGER): Without limiting any other obligations of
          the Manager pursuant to any Transaction Document, the Manager
          covenants in favour of the Issuer Trustee to prepare and submit to the
          Issuer Trustee all documents required to be filed with or submitted to
          the Commission (or any stock exchange on which, or listing authority
          with whom, the Class A Notes become listed) by the Issuer Trustee in
          relation to the Class A Notes, the PUMA Trust or this Deed at least,
          where possible, 5 Business Days before such filing or submission is
          required and to take such other actions as may reasonably be taken by
          the Manager to perform or ensure the performance by the Issuer Trustee
          of its obligations under the TIA or the Exchange Act (or the rules of
          any stock exchange on which, or listing authority with whom, the Class
          A Notes become listed) in relation to the Class A Notes, the PUMA
          Trust or this Deed. No breach by the Issuer Trustee of any obligation
          under the TIA, the Exchange Act (or the rules of any stock exchange on
          which, or listing authority with whom, the Class A Notes become
          listed) or this Deed will be considered to be fraudulent, negligent or
          wilful default for the purposes of clause 22.3 to the extent that it
          results from a breach by the Manager of this clause 6.4(a).

     (b)  (OBLIGATION OF ISSUER TRUSTEE): Subject to compliance by the Manager
          with clause 6.4(a), the Issuer Trustee covenants in favour of the
          Manager to sign all documents and do all things reasonably requested
          by the Manager in relation to the compliance by the Issuer Trustee or
          the Manager of its obligations under the TIA or the Exchange Act (or
          the rules of any stock exchange on which, or listing authority with
          whom, the Class A Notes become listed) in relation to the Class A
          Notes, the PUMA Trust or this Deed.

--------------------------------------------------------------------------------
7.   ENFORCEMENT

7.1  NOTICE FOLLOWING AN EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT

     If an Event of Default or Potential Event of Default has occurred and is
     known to the Note Trustee, the Note Trustee must:

     (a)  (NOTIFY CLASS A NOTEHOLDERS): notify each Class A Noteholder and such
          other persons as are specified in Section 313(c) of the TIA of the
          Event of Default or Potential Event of Default, as the case may be,
          within 10 days, or such shorter period as may be required by the rules
          of any stock exchange on which, or listing authority with whom, the
          Class A Notes become listed, after becoming aware of the Event of
          Default, or Potential Event of Default provided that except in the
          case of a default in payment of principal or interest on any Class A
          Note, the Note Trustee may withhold such notice if and so long as the
          board of directors, the executive


                                                                             18.
<PAGE>

          committee or a trust committee of its directors and/or Authorised
          Officers in good faith determine that withholding the notice is in the
          interest of Class A Noteholders;

     (b)  (DETERMINE WHETHER TO SEEK DIRECTIONS): if a meeting of Voting Secured
          Creditors is to be held under the Security Trust Deed, determine
          whether it proposes to seek directions from Class A Noteholders as to
          how to vote at that meeting and, if so, whether it proposes to
          instruct the Security Trustee to delay the holding of that meeting
          while it obtains such directions from the Class A Noteholders; and

     (c)  (VOTE AT MEETING OF SECURED CREDITORS): subject to clause 7.2, vote at
          any meeting of Voting Secured Creditors held under the Security Trust
          Deed in accordance with clause 9.8.

7.2  RESTRICTIONS ON ENFORCEMENT

     (a)  (CLASS A NOTES OUTSTANDING): If any of the Class A Notes remain
          outstanding and are due and payable otherwise than by reason of a
          default in payment of any amount due on the Class A Notes, the Note
          Trustee must not vote at a meeting of Voting Secured Creditors under
          the Security Trust Deed, or otherwise direct the Security Trustee, to
          dispose of the Charged Property unless:

          (i)  a sufficient amount would be realised to discharge in full all
               amounts owing to the Class A Noteholders in respect of the Class
               A Notes and any other amounts owing by the Issuer Trustee to any
               other person ranking in priority to or equally with the Class A
               Notes;

          (ii) the Note Trustee is of the opinion, reached after considering at
               any time and from time to time the advice of an investment bank
               or other financial adviser selected by the Note Trustee, that the
               cash flow receivable by the Issuer Trustee (or the Security
               Trustee under the Security Trust Deed) will not (or that there is
               a significant risk that it will not) be sufficient, having regard
               to any other relevant actual, contingent or prospective
               liabilities of the Issuer Trustee, to discharge in full in due
               course all the amounts referred to in clause 7.2(a)(i); or

          (iii) the Note Trustee is so directed by a Special Majority of the
               Class A Noteholders at that meeting.

     (b)  (LIABILITY FOR ENFORCEMENT): Subject to clauses 8.3, 9.3 and 9.5 and
          the mandatory provisions of the TIA, the Note Trustee will not be
          liable for any decline in the value, nor any loss realised upon any
          sale or other dispositions made under the Security Trust Deed, of any
          Charged Property. Without limiting the foregoing, the Note Trustee
          will not be liable for any such decline or loss directly or indirectly
          arising from its acting, or failing to act, as a consequence of an
          opinion reached by it in good faith based on advice received by it in
          accordance with clause 7.2(a).

7.3  NOTE TRUSTEE MAY ENFORCE

     The Note Trustee has the power, subject to clause 22:

     (a)  (ENFORCE FOLLOWING DEFAULT): in the event of a default in repayment of
          the principal or payment of interest by the Issuer Trustee in respect
          of any Class A Note when and as the same shall become due and payable,
          which default has continued for a period of 10 days, to recover
          judgment, in its own name and as trustee of the Note Trust, against
          the Issuer Trustee upon the Class A Notes for the whole amount of such
          principal and interest remaining unpaid;


                                                                             19.
<PAGE>

     (b)  (FILE PROOFS): to file such proofs of claim and other payments or
          documents as may be necessary or advisable in order to have the claims
          of the Note Trustee and the Class A Noteholders allowed in any
          judicial proceedings in relation to the Issuer Trustee upon the Class
          A Notes, the creditors in relation to the PUMA Trust or the assets of
          the PUMA Trust;

     (c)  (COLLECT MONEYS): to collect and receive any moneys or other property
          payable or deliverable on any of those claims and to distribute those
          moneys; and

     (d)  (ENFORCE RIGHTS): if an Event of Default occurs and is subsisting, to
          proceed to protect and enforce its rights and the rights of the Class
          A Noteholders by such appropriate judicial proceedings as the Note
          Trustee deems most effectual to protect and enforce any such rights,
          whether for the performance of any provision of this Deed or in aid of
          the exercise of any power under this Deed or to enforce any other
          proper remedy,

     but nothing in this clause 7.3 is to be construed as requiring the Note
     Trustee to take any such action unless it has been directed to do so by a
     Special Majority of the Class A Noteholders and has been indemnified or put
     in funds to its satisfaction by the Class A Noteholders against any
     liability that it may incur as a result of taking such action. If the Note
     Trustee takes any action to enforce any of the provisions of the Class A
     Notes proof that as regards any Class A Note the Issuer Trustee has not
     paid any principal or interest due in respect of that Class A Note will
     (unless the contrary is proved) be sufficient evidence that the Issuer
     Trustee has not paid that principal or interest on all other Class A Notes
     in respect of which the relevant payment is then due.

7.4  NOTE TRUSTEE ALONE MAY ENFORCE

     Subject to clause 19.4 and the mandatory provisions of the TIA, only the
     Note Trustee may enforce, or direct the Security Trustee to enforce, the
     obligations of the Issuer Trustee or the Manager to the Class A Noteholders
     under the Class A Notes, this Deed or any other Transaction Document. No
     Class A Noteholder is entitled to proceed directly against the Issuer
     Trustee or the Manager in respect of the Class A Notes, this Deed or any
     other Transaction Document.

--------------------------------------------------------------------------------
8.   NOTE TRUSTEE'S POWERS, PROTECTIONS ETC.

8.1  NOTE TRUSTEE'S ADDITIONAL POWERS, PROTECTIONS, ETC.

     By way of supplement to any Statute regulating the Note Trust and in
     addition to the powers, rights and protections which may from time to time
     be vested in or available to the Note Trustee by the general law it is
     expressly declared, notwithstanding anything to the contrary in this Deed
     (subject only to clauses 8.3, 9.3 and 9.5 and the mandatory provisions of
     the TIA) as follows.

     (a)  (LIABILITY TO ACCOUNT): The Note Trustee is under no obligation to
          account to any Interested Person for any moneys received pursuant to
          this Deed or any other Transaction Document other than those received
          by the Note Trustee from the Issuer Trustee or received or recovered
          by the Note Trustee under this Deed or any other Transaction Document,
          subject always to such deductions and withholdings by the Note Trustee
          as are authorised by this Deed. Obligations of the Note Trustee to any
          Interested Person or any other person under or in connection with this
          Deed can only be enforced against the Note Trustee to the extent to
          which they can be satisfied out of such moneys in accordance with this
          Deed.

     (b)  (CLASS A NOTES): The Note Trustee is not responsible for the receipt
          or application of the proceeds of issue of any of the Class A Notes or
          (except when acting as Note


                                                                             20.
<PAGE>

          Registrar and to the extent specifically provided in this Deed or the
          Agency Agreement) for the exchange, transfer or cancellation of any
          Class A Note.

     (c)  (ACT ON PROFESSIONAL ADVICE): Subject to clause 9.2(b), the Note
          Trustee may act on the opinion or advice of, or information obtained
          from, any lawyer, valuer, banker, broker, accountant or other expert
          appointed by the Note Trustee, or by a person other than Note Trustee,
          where that opinion, advice or information is addressed to the Note
          Trustee or by its terms is expressed to be capable of being relied
          upon by the Note Trustee. Subject to clause 9.2(b), the Note Trustee
          will not be responsible to any Interested Person for any loss
          occasioned by so acting and in reliance on such advice to the extent
          that such advice conforms to any applicable requirements of this Deed
          or the TIA. Any such opinion, advice or information may be sent or
          obtained by letter, telex, email or facsimile transmission and the
          Note Trustee will not be liable to any Interested Person for acting on
          any opinion, advice or information conforming with any applicable
          requirements of this Deed or the TIA and purporting to be conveyed by
          such means even though it contains some error which is not a manifest
          error or is not authentic.

     (d)  (NO ENQUIRY): Unless specifically required under this Deed, the Note
          Trustee is not bound to give notice to any person of the execution of
          this Deed or to take any steps to ascertain whether there has occurred
          any Event of Default, Potential Event of Default, Manager Default or
          Trustee Default or event which, with the giving of notice or the lapse
          of time would constitute a Manager Default or Trustee Default or to
          keep itself informed about the circumstances of the Issuer Trustee or
          the Manager and, until it has actual knowledge or express notice to
          the contrary, the Note Trustee may assume that no Event of Default,
          Potential Event of Default, Manager Default or Trustee Default has
          occurred and that the Issuer Trustee, the Manager and each other party
          to the Transaction Documents (other than the Note Trustee) are
          observing and performing all the obligations on their part contained
          in the Transaction Documents and need not inquire whether that is, in
          fact, the case (but nothing in this clause 8.1(d) is to be construed
          as limiting the Note Trustee's right to make such inquiries, in its
          discretion, and to exercise its powers under this Deed so to do).

     (e)  (ACTS PURSUANT TO DIRECTIONS): The Note Trustee will not be
          responsible for having acted in good faith upon a direction purporting
          to have been given by a Majority of the Class A Noteholders even
          though it may subsequently be found that for any reason such direction
          was not valid or binding upon the Note Trustee. However, for the
          purposes of determining whether a Majority of Class A Noteholders have
          given a direction which the Note Trustee may rely upon in accordance
          with this clause, Class A Notes which the Note Trustee knows are owned
          by the Issuer Trustee or the Manager or by any person directly or
          indirectly controlling or controlled by or under direct or indirect
          common control with the Issuer Trustee or the Manager, shall be
          disregarded.

     (f)  (RELIANCE): Subject to clause 9.2(b), the Note Trustee is, for any
          purpose and at any time, entitled to rely on, act upon, accept and
          regard as conclusive and sufficient (without being in any way bound to
          call for further evidence or information or being responsible for any
          loss that may be occasioned by such reliance, acceptance or regard)
          any of the following:

          (i)  any information, report, balance sheet, profit and loss account,
               certificate or statement supplied by the Issuer Trustee, the
               Security Trustee or the Manager or by any officer, auditor or
               solicitor of the Issuer Trustee, the Security Trustee or the
               Manager;


                                                                             21.
<PAGE>

          (ii) any information or statement provided to it in relation to the
               Class A Notes, the Class A Noteholders or the Class A Note Owners
               by the Depository or its nominee;

          (iii) all statements (including statements made or given to the best
               of the maker's knowledge and belief or similarly qualified)
               contained in any information, report, balance sheet, profit and
               loss account, certificate or statement given pursuant to or in
               relation to this Deed, the Security Trust Deed, the Trust Deed or
               the Sub-Fund Notice;

          (iv) all accounts supplied to the Note Trustee pursuant to this Deed
               and all reports of the Auditor supplied to the Note Trustee
               pursuant to this Deed; and

          (v)  notices and other information supplied to the Note Trustee under
               this Deed,

          save, in each case, when it is actually aware that the information
          supplied pursuant to subclauses (i) to (v) is incorrect or incomplete.

     (g)  (DIRECTOR'S CERTIFICATES): Subject to clause 9.2(b), the Note Trustee
          may call for and may accept as sufficient evidence of any fact or
          matter or of the expediency of any dealing, transaction, step or thing
          a certificate signed by any two directors or Authorised Officers of
          the Issuer Trustee or the Manager as to any fact or matter upon which
          the Note Trustee may, in the exercise of any of its duties, powers,
          authorities and discretions under this Deed, require to be satisfied
          or to have information to the effect that in the opinion of the person
          or persons so certifying any particular dealing, transaction, step or
          thing is expedient and the Note Trustee will not be bound to call for
          further evidence and will not be responsible for any loss that may be
          occasioned by acting on any such certificate (but nothing in this
          clause 8.1(g) is to be construed as either limiting the Note Trustee's
          right to call for such evidence, in its discretion, and to exercise
          its powers under this Deed so to do or permitting the Note Trustee to
          rely on evidence of compliance with conditions precedent where such
          reliance is not permitted by section 314 of the TIA).

     (h)  (SIGNATURES): The Note Trustee may rely in good faith on the validity
          of any signature on any Class A Note, transfer, form of application or
          other instrument or document unless the Note Trustee has reason to
          believe that the signature is not genuine. The Note Trustee is not
          liable to make good out of its own funds any loss incurred by any
          person if a signature is forged or otherwise fails to bind the person
          whose signature it purports to be or on whose behalf it purports to be
          made.

     (i)  (CUSTODY OF DOCUMENTS): The Note Trustee may hold or deposit this Deed
          and any deed or documents relating to this Deed or to the Transaction
          Documents in any part of the world, other than the Commonwealth of
          Australia, and with any banker or banking company or entity whose
          business includes undertaking the safe custody of deeds or documents
          or with any lawyer or firm of lawyers reasonably believed by it to be
          of good repute and the Note Trustee will not be responsible for any
          loss incurred in connection with any such holding or deposit and may
          pay all sums to be paid on account of or in respect of any such
          deposit.

     (j)  (DISCRETION): The Note Trustee, as regards all the powers, trusts,
          authorities and discretions vested in it pursuant to this Deed, any
          other Transaction Document or otherwise, has, subject to any express
          provision to the contrary contained in this Deed or any other
          Transaction Document to which it is a party, absolute and uncontrolled
          discretion as to the exercise of such powers, authorities, trusts and
          discretions and will be in no way responsible to any Interested Person
          or any other person for any loss, costs, damages, expenses or
          inconvenience which may result


                                                                             22.
<PAGE>

          from the exercise or non-exercise of such powers, authorities, trusts
          and discretions. Without limiting the foregoing, any consent or
          approval given by the Note Trustee for the purposes of this Deed or
          any other Transaction Document may be given on such terms and subject
          to such conditions (if any) as the Note Trustee thinks fit and,
          notwithstanding anything to the contrary in this Deed, may be given
          retrospectively.

     (k)  (EMPLOY AGENTS): Wherever it considers it expedient in the interests
          of the Class A Noteholders, the Note Trustee may, instead of acting
          personally, employ and pay an agent selected by it, whether or not a
          lawyer or other professional person, to transact or conduct, or concur
          in transacting or conducting any business and to do or concur in doing
          all acts required to be done by the Note Trustee (including the
          receipt and payment of money under this Deed). The Note Trustee will
          not be responsible to any Interested Person for any misconduct, or
          default on the part of any such person appointed by it under this Deed
          or be bound to supervise the proceedings or acts of any such person,
          provided that the Note Trustee has exercised good faith and due care
          in such appointment and that any such person will be a person who is
          in the opinion of the Note Trustee appropriately qualified to do any
          such things. Any such agent being a lawyer, banker, broker or other
          person engaged in any profession or business will be entitled to
          charge and be paid all usual professional and other charges for
          business transacted and acts done by him or her or any partner of his
          or her or by his or her firm in connection with this Deed and also his
          or her reasonable charges in addition to disbursements for all other
          work and business done and all time spent by him or her or his or her
          partners or firm on matters arising in connection with this Deed
          including matters which might or should have been attended to in
          person by a trustee not being a lawyer, banker, broker or other
          professional person.

     (l)  (DELEGATION): Subject to clause 8.5, the Note Trustee may whenever it
          thinks it expedient in the interests of Class A Noteholders, delegate
          to any person or fluctuating body of persons selected by it all or any
          of the duties, powers, authorities, trusts and discretions vested in
          the Note Trustee by this Deed provided that, except as provided in any
          Transaction Documents, the Note Trustee may not delegate to such third
          parties any material part of its powers, duties or obligations as Note
          Trustee (provided that following the occurrence of an Event of Default
          the Note Trustee may delegate any of its powers, duties and
          obligations to be exercised or performed in Australia). Any such
          delegation may be by power of attorney or in such other manner as the
          Note Trustee may think fit and may be made upon such terms and
          conditions (including power to sub-delegate) and subject to such
          regulations as the Note Trustee may think fit. Provided that the Note
          Trustee has exercised good faith and due care in the selection of such
          delegate, and subject to clause 8.6, it will not be under any
          obligation to any Interested Person to supervise the proceedings or be
          in any way responsible for any loss incurred by reason of any
          misconduct or default on the part of any such delegate or
          sub-delegate.

     (m)  (APPLY TO COURT): The Note Trustee may, whenever it thinks it
          expedient in the interests of the Class A Noteholders, apply to any
          court for directions in relation to any question of law or fact
          arising either before or after an Event of Default or Potential Event
          of Default and assent to or approve any applications of any Class A
          Noteholder, the Issuer Trustee or the Manager.

     (n)  (DISCLOSURE): Subject to this Deed, any applicable laws and any duty
          of confidentiality owed by any Interested Person to any other person,
          the Note Trustee may, for the purpose of meeting its obligations under
          this Deed, disclose to any Class A Noteholder any confidential,
          financial or other information made available to the Note Trustee by
          an Interested Person or any other person in connection with this Deed.


                                                                             23.
<PAGE>

     (o)  (DETERMINATION): The Note Trustee, as between itself and the Class A
          Noteholders, has full power to determine (acting reasonably and in
          good faith) all questions and doubts arising in relation to any of the
          provisions of this Deed and every such determination, whether made
          upon such a question actually raised or implied in the acts or
          proceedings of the Note Trustee, will be conclusive and will bind the
          Note Trustee and the Class A Noteholders.

     (p)  (ASSUMPTION AS TO PREJUDICE): The Note Trustee is entitled to assume,
          for the purposes of exercising any power, trust, authority, duty or
          discretion under or in relation to the Class A Notes, this Deed or any
          other Transaction Document, that such exercise will not be materially
          prejudicial to the interests of the Class A Noteholders if each of the
          Current Rating Authorities has confirmed in writing that such exercise
          will not result in the reduction, qualification or withdrawal of the
          credit rating then assigned by it to the Class A Notes (but nothing in
          this clause is to be construed as requiring the Note Trustee to obtain
          such confirmation).

     (q)  (VALIDITY OF TRANSACTION DOCUMENTS): The Note Trustee is not
          responsible for the execution, delivery, legality, effectiveness,
          adequacy, genuineness, validity, performance, enforceability,
          admissibility in evidence, form or content of this Deed or any other
          Transaction Document (other than the execution and delivery by it of
          this Deed and each other Transaction Document to which it is expressed
          to be a party and the performance of those obligations expressed to be
          binding on it under this Deed and such Transaction Documents) and is
          not liable for any failure to obtain any licence, consent or other
          authority for the execution, delivery, legality, effectiveness,
          adequacy, genuineness, validity, performance, enforceability or
          admissibility in evidence of this Deed or any other Transaction
          Document except to the extent specifically provided in this Deed or
          such Transaction Document. The Note Trustee is not responsible for
          recitals, statements, warranties or representations of any party
          (other than itself) contained in any Transaction Document (and is
          entitled to assume the accuracy and correctness thereof).

     (r)  (DEFECT IN SECURITY): The Note Trustee is not bound or concerned to
          examine or enquire into nor is it liable for any defect in or failure
          to perfect any Security Interest created or purported to be created by
          the Security Trust Deed and the Note Trustee may accept without
          enquiry, requisition or objection such title as the Issuer Trustee may
          have to the Charged Property or any part thereof from time to time and
          shall not be bound to investigate or make any enquiry into the title
          of the Issuer Trustee to the Charged Property or any part thereof from
          time to time.

     (s)  (CLASS A NOTEHOLDERS RESPONSIBLE): Each Class A Noteholder is solely
          responsible for making its own independent appraisal of and
          investigation into the financial condition, creditworthiness,
          condition, affairs, status and, nature of the Issuer Trustee and the
          PUMA Trust and the Note Trustee does not at any time have any
          responsibility for the same and no Class A Noteholder may rely on the
          Note Trustee in respect of such appraisal and investigation.

     (t)  (LIMIT ON OBLIGATIONS): No provision of this Deed or any other
          Transaction Document requires the Note Trustee to do anything which
          may be contrary to any applicable law or regulation or to expend or
          risk its own funds or otherwise incur any financial liability in the
          performance of any of its duties, or in the exercise of any of its
          rights or powers, if it shall have reasonable grounds for believing
          that repayment of such funds or full indemnity against such risk or
          liability is not assured to it. Except for the obligations imposed on
          it under this Deed, the Class A Notes or any other Transaction
          Document, the Note Trustee is not obliged to do or omit to do any
          thing, including entering into any transaction or incurring any
          liability unless the Note Trustee's liability, is limited in a manner
          satisfactory to the Note Trustee in its absolute discretion.


                                                                             24.
<PAGE>

     (u)  (NO DUTY TO PROVIDE INFORMATION): Subject to the express requirements
          of this Deed or otherwise as required by any law, the Note Trustee has
          no duty (either initially, or on a continuing basis) to consider or
          provide any Class A Noteholders with any confidential financial, price
          sensitive or other information made available by the Issuer Trustee,
          the Manager or any other person under or in connection with this Deed
          or any Transaction Document (whenever coming into its possession) and
          no Class A Noteholder is entitled to take any action to obtain from
          the Note Trustee any such information.

     (v)  (NO LIABILITY FOR BREACH): The Note Trustee is not to be under any
          liability whatsoever for a failure to take any action in respect of
          any breach by the Issuer Trustee of its duties as trustee of the PUMA
          Trust of which the Note Trustee is not aware or in respect of any
          Event of Default or Potential Event of Default of which the Note
          Trustee is not aware.

     (w)  (DISPUTE OR AMBIGUITY): In the event of any dispute or ambiguity as to
          the construction or enforceability of this Deed or any other
          Transaction Document, or the Note Trustee's powers or obligations
          under or in connection with this Deed or the determination or
          calculation of any amount or thing for the purpose of this Deed or the
          construction or validity of any direction from Class A Noteholders,
          provided the Note Trustee is using reasonable endeavours to resolve
          such ambiguity or dispute, the Note Trustee, in its absolute
          discretion, may (but will have no obligation to) refuse to act or
          refrain from acting in relation to matters affected by such dispute or
          ambiguity.

     (x)  (LOSS TO CHARGED PROPERTY): The Note Trustee shall not be responsible
          for any loss, expense or liability occasioned to the Charged Property
          or any other property or in respect of all or any of the moneys which
          may stand to the credit of an Account from time to time however caused
          (including, without limitation, where caused by an act or omission of
          the Security Trustee) unless that loss is occasioned by the fraud,
          negligence, wilful default or breach of trust of the Note Trustee.

     (y)  (CONVERSION OF MONEY): Where necessary or expedient in order to fulfil
          its obligations under this Deed or any Transaction Document the Note
          Trustee may convert any moneys forming part of the Note Trust Fund
          from one currency into another at such market exchange rate or rates
          as are reasonably determined by the Note Trustee.

     (z)  (RATINGS): Except as otherwise provided in this Deed or any other
          Transaction Document, the Note Trustee has no responsibility for the
          maintenance of any rating of the Class A Notes by any Current Rating
          Authority or any other person.

     (aa) (NO LIABILITY FOR TAX ON PAYMENTS): The Note Trustee has no
          responsibility whatsoever to any Class A Noteholder or any other
          person in relation to any deficiency in a payment by the Note Trustee
          to any Class A Noteholders if that deficiency arises as a result of
          the Note Trustee or the Issuer Trustee being subject to any Tax in
          respect of that payment, the Charged Property, the Security Trust
          Deed, this Deed or any income or proceeds from them.

8.2  WAIVERS

     Subject to clause 7.1(a), the Note Trustee may, and if directed to do so by
     a Majority of Class A Noteholders must, on such terms and conditions as it
     may deem reasonable, without the consent of any of the Class A Noteholders,
     and without prejudice to its rights in respect of any subsequent breach
     agree to any waiver or authorisation of any breach or proposed breach of
     any of the terms and conditions of the Transaction Documents by the Issuer
     Trustee, the Manager or any other person which, unless the Note Trustee is
     acting on the direction of a Majority of Class A Noteholders, is not, in
     the opinion of the Note Trustee, materially


                                                                             25.
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     prejudicial to the interests of the Class A Noteholders as a class. No such
     waiver, authorisation or determination may be made in contravention of any
     prior direction by a Majority of the Class A Noteholders. No direction of
     the Class A Noteholders shall affect any such waiver, authorisation or
     determination previously given or made. Any such waiver, authorisation or
     determination will, if the Note Trustee so requires, be notified to the
     Class A Noteholders by the Issuer Trustee as soon as practicable after it
     is made in accordance with this Deed.

8.3  NOTE TRUSTEE'S LIABILITY

     Nothing in this Deed or any other Transaction Document will in any case in
     which the Note Trustee has failed to show the degree of care and diligence
     required of it as trustee having regard to the provisions of this Deed and
     the mandatory provisions of the TIA conferring on it any trusts, powers,
     authorities or discretions exempt the Note Trustee from or indemnify it
     against any liability for breach of trust or any liability which by virtue
     of any rule of law would otherwise attach to it in respect of fraud or
     wilful default of which it may be guilty in relation to its duties under
     this Deed.

8.4  DEALINGS WITH THE PUMA TRUST

     Subject to clause 9.7, none of the:

     (a)  (NOTE TRUSTEE): Note Trustee in its personal or any other capacity;

     (b)  (RELATED BODIES CORPORATE): Related Bodies Corporate of the Note
          Trustee;

     (c)  (DIRECTORS ETC.): directors or officers of the Note Trustee or its
          Related Bodies Corporate; or

     (d)  (SHAREHOLDERS): shareholders of the Note Trustee or its Related Bodies
          Corporate,

     is prohibited from:

     (e)  (SUBSCRIBING FOR): subscribing for, purchasing, holding, dealing in or
          disposing of Class A Notes;

     (f)  (CONTRACTING WITH): at any time:

          (i)  contracting with;

          (ii) acting in any capacity as representative or agent for; or

          (iii) entering into any financial, banking, agency or other
               transaction with,

          any other of them, the Issuer Trustee, the Manager or any Secured
          Creditor (including any Class A Noteholder); or

     (g)  (BEING INTERESTED IN): being interested in any contract or transaction
          referred to in paragraphs (e) or (f).

     None of the persons mentioned is liable to account to the Class A
     Noteholders for any profits or benefits (including, without limitation,
     bank charges, commission, exchange brokerage and fees) derived in
     connection with any contract or transaction referred to in paragraphs (e)
     or (f). The preceding provisions of this clause 8.4 only apply if the
     relevant person, in connection with the action, contract or transaction,
     acts in good faith to the Class A Noteholders and, in the case of the Note
     Trustee, are subject to section 311(a) of the TIA.


                                                                             26.
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8.5  DELEGATION OF DUTIES OF NOTE TRUSTEE

     The Note Trustee must not delegate to any person any of its trusts, duties,
     powers, authorities or discretions under this Deed except:

     (a)  (RELATED BODY CORPORATE): to a Related Body Corporate of the Note
          Trustee; or

     (b)  (AS OTHERWISE PERMITTED): in accordance with the provisions of this
          Deed or otherwise as agreed by the Manager.

8.6  RELATED BODY CORPORATE OF THE NOTE TRUSTEE

     Where the Note Trustee delegates any of its trusts, duties, powers,
     authorities and discretions to any person who is a Related Body Corporate
     of the Note Trustee, the Note Trustee at all times remains liable for the
     acts or omissions of such Related Body Corporate and for the payment of
     fees of that Related Body Corporate when acting as delegate.

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9.   DUTIES OF THE NOTE TRUSTEE

9.1  NOTE TRUSTEE'S GENERAL DUTIES

     The Note Trustee must comply with the duties imposed on it by this Deed,
     the Class A Notes (including the Note Conditions) and each other
     Transaction Document to which it is a party and must:

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

     (b)  (HAVE REGARD TO THE INTERESTS OF CLASS A NOTEHOLDERS): in the exercise
          of all discretions vested in it by this Deed and all other Transaction
          Documents, except where expressly provided otherwise, have regard to
          the interest of the Class A Noteholders as a class.

9.2  DUTIES OF THE NOTE TRUSTEE PRIOR TO EVENT OF DEFAULT

     Prior to an Event of Default:

     (a)  (NOTE TRUSTEE NOT LIABLE): the Note Trustee shall not be liable except
          for the performance of such duties as are specifically set out in this
          Deed, the Class A Notes (including the Note Conditions) or any other
          Transaction Document to which it is a party and no implied covenants
          or obligations on the part of the Note Trustee are to be read into
          this Deed; and

     (b)  (RELIANCE ON CERTIFICATES): subject to the requirements of the TIA,
          the Note Trustee may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, in
          the absence of bad faith on the part of the Note Trustee, upon
          certificates or opinions furnished to the Note Trustee and conforming
          to the requirements of this Deed provided that the Note Trustee shall
          examine, where applicable, the evidence furnished to it pursuant to
          any provision of this Deed to determine whether or not such evidence
          conforms to the requirements of this Deed.

9.3  DUTIES OF THE NOTE TRUSTEE FOLLOWING AN EVENT OF DEFAULT

     If an Event of Default has occurred and is subsisting the Note Trustee
     shall exercise the rights and powers vested in it by this Deed and use the
     same degree of care and skill in their exercise


                                                                             27.
<PAGE>

     as a prudent person would exercise or use under the circumstances in the
     conduct of such person's own affairs.

9.4  CERTAIN LIMITATIONS OF LIABILITY WHERE ACTING IN GOOD FAITH

     The Note Trustee shall not be liable under this Deed or any Transaction
     Document for any error of judgment made in good faith by an Authorised
     Officer of the Note Trustee unless it is proved that the Note Trustee was
     negligent in ascertaining the pertinent facts.

9.5  NOTE TRUSTEE NOT RELIEVED OF LIABILITY FOR NEGLIGENCE ETC.

     Subject to clauses 9.2 and 9.4, nothing in this Deed will relieve the Note
     Trustee from liability for its own negligent action, its own negligent
     failure to act or its own wilful misconduct. Section 315(d)(3) of the TIA
     is expressly excluded by this Deed.

9.6  PREFERRED COLLECTION OF CLAIMS AGAINST THE ISSUER TRUSTEE

     The Note Trustee must comply with section 311(a) of the TIA and the rules
     thereunder other than with respect to any creditor relationship excluded
     from the operation of section 311(a) by section 311(b) of the TIA.
     Following its retirement or removal pursuant to clause 14, the Note Trustee
     will remain subject to section 311(a) of the TIA to the extent required by
     the TIA.

9.7  COMPLIANCE WITH SECTION 310 OF TIA

     (a)  (SECTION 310(a) OF TIA): The Note Trustee must ensure that it at all
          times satisfies the requirements of section 310(a) of the TIA.

     (b)  (CAPITAL): Without limiting the foregoing, the Note Trustee must
          ensure that it all times has a combined capital and surplus (as those
          terms are used in the TIA) of at least US$50,000,000 as set forth in
          its most recent published annual report of condition.

     (c)  (SECTION 310(b) OF TIA): The Note Trustee must at all times comply
          with section 310(b) of the TIA, provided that any indenture or
          indentures under which other securities of the Issuer Trustee are
          outstanding will be excluded from the operation of section 310(b)(1)
          of the TIA if the requirements for such exclusion set out in section
          310(b)(1) of the TIA are met.

9.8  VOTING AT MEETINGS UNDER TRUST DEED OR SECURITY TRUST DEED

     If the Note Trustee is entitled under the Trust Deed (as varied by clause
     3.6 of the Sub-Fund Notice) or the Security Trust Deed to vote at any
     meeting on behalf of Class A Noteholders the Note Trustee must vote in
     accordance, where applicable, with the directions of the Class A
     Noteholders (whether or not solicited and whether or not all Class A
     Noteholders have provided such directions) and otherwise in its absolute
     discretion. In acting in accordance with the directions of Class A
     Noteholders the Note Trustee must exercise its votes for or against any
     proposal to be put to a meeting in the same proportion as that of the
     aggregate Principal Balance of the Class A Notes held by the Class A
     Noteholders who have directed the Note Trustee to vote for or against such
     a proposal.

9.9  TRANSACTION DOCUMENTS

     The Note Trustee must make available at the Note Trustee's offices in New
     York and London for inspection by Class A Noteholders a copy of each
     Transaction Document in accordance with condition 3 of the Note Conditions
     (provided that the Note Trustee will not be in default of its obligations
     pursuant to this clause 9.9 in respect of any Transaction Document, other
     than a Transaction Document to which the Note Trustee is a party, a copy of
     which has not been provided to the Note Trustee).


                                                                             28.
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--------------------------------------------------------------------------------
10.  APPLICATION OF MONEYS

10.1 MONEYS RECEIVED

     The Note Trustee must hold all moneys received by it under this Deed or any
     other Transaction Document upon trust to apply them:

     (a)  (FEES AND EXPENSES): first, towards all amounts owing to the Note
          Trustee under this Deed (other than under clause 6.1); and

     (b)  (CLASS A NOTEHOLDERS): secondly, to the Class A Noteholders:

          (i)  prior to enforcement of the Charge, in the order as set out in
               clauses 5.1 and 5.5 of the Sub-Fund Notice and Conditions 6.9 and
               7.2 of the Note Conditions; and

          (ii) after the enforcement of the Charge, in the order set out in
               clause 13.1 of the Security Trust Deed,

          towards repayment of principal and payment of interest and all other
          amounts owing to them by the Issuer Trustee in respect of the Class A
          Notes; and

     (c)  (BALANCE): thirdly, dealing with any balance remaining after
          satisfying (a) and (b) above to the Issuer Trustee in accordance with
          the written direction of the Manager.

10.2 INVESTMENT OF MONEYS HELD

     An amount which under this Deed ought to or may be invested by the Note
     Trustee may be invested in the name or control of the Note Trustee at the
     written direction of the Manager in:

     (a)  (AUTHORISED INVESTMENTS): Authorised Investments; or

     (b)  (US$ INVESTMENTS): any investment denominated in US dollars including,
          without limiting the generality thereof:

          (i)  demand and open time deposits; or

          (ii) certificates of deposit issued by any depository institution; or

          (iii) units of money market funds, including money market funds
               managed by the Note Trustee (or its Related Bodies Corporate), or
               to which the Note Trustee (or its Related Bodies Corporate) act
               as professional advisors,

          which has assigned to it the highest short-term credit rating from
          each Current Rating Authority or which is otherwise approved by that
          Current Rating Authority.

     If the Note Trustee does not receive, or it is reasonably foreseeable that
     the Note Trustee will not receive, such direction within 24 hours of
     requesting the Manager for such direction, the Note Trustee may invest the
     relevant amount in investments of the type described in clause
     10.2(b)(iii). Neither the Note Trustee nor the Manager is responsible for
     any loss resulting from such investments whether due to depreciation in
     value, fluctuations in exchange rates or otherwise.


                                                                             29.
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11.  CONTINUING SECURITY AND RELEASES

11.1 ISSUER TRUSTEE'S LIABILITY NOT AFFECTED

     This Deed and the liability of the Issuer Trustee under this Deed will not
     be affected or discharged by any of the following:

     (a)  (INDULGENCE): the granting to the Issuer Trustee or to any other
          person of any time or other indulgence or consideration;

     (b)  (DELAY IN RECOVERY): subject to condition 8.5 of the Note Conditions,
          the Note Trustee failing or neglecting to recover any amounts owing in
          respect of the Class A Notes;

     (c)  (LACHES): any other laches, acquiescence, delay, act, omission or
          mistake on the part of the Note Trustee or any other person; or

     (d)  (RELEASE): the release, discharge, abandonment or transfer whether
          wholly or partially and with or without consideration of any other
          security judgment or negotiable instrument held from time to time or
          recovered by the Note Trustee from or against the Issuer Trustee or
          any other person.

11.2 WAIVER BY THE ISSUER TRUSTEE

     The Issuer Trustee waives in favour of the Note Trustee:

     (a)  (ALL RIGHTS NECESSARY TO GIVE EFFECT TO DEED): all rights whatsoever
          against the Note Trustee and any other person estate or assets to the
          extent necessary to give effect to anything in this Deed;

     (b)  (ALL RIGHTS INCONSISTENT WITH DEED): all rights inconsistent with the
          provisions of this Deed.

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12.  REMUNERATION AND EXPENSES OF NOTE TRUSTEE

12.1 PAYMENT OF FEE

     The Issuer Trustee must pay to the Note Trustee during the period that any
     of the Class A Notes remain outstanding the fee separately agreed by the
     Note Trustee and the Issuer Trustee (at such times and upon such terms as
     to interest for overdue payments or otherwise as are agreed between the
     Issuer Trustee and the Note Trustee). If the Note Trustee retires or is
     removed under this Deed, the Note Trustee must refund to the Issuer Trustee
     that proportion of the fee (if any) which relates to the period during
     which the Note Trustee will not be the Note Trustee.

12.2 PAYMENT OF EXPENSES

     The Issuer Trustee must pay or reimburse to the Note Trustee all reasonable
     costs, expenses, charges, stamp duties and other Taxes and liabilities
     properly incurred by the Note Trustee, or its properly appointed agents or
     delegates, in the performance of the obligations of the Note Trustee under
     this Deed or any other Transaction Document including, without limitation,
     all costs and expenses (including legal costs and expenses) incurred by the
     Note Trustee in the enforcement of any obligations under this Deed or any
     other Transaction Documents. Without limiting any right of indemnity
     available by law to the Note Trustee, the Note Trustee is entitled to be
     indemnified from the Note Trust Fund from and against all such costs,
     expenses, charges, stamp duties and other Taxes and liabilities. Nothing in
     this clause 12.2 entitles or permits the Note Trustee to be reimbursed or
     indemnified for general overhead costs and expenses of the Note Trustee
     (including, without limitation, rents and any amounts payable by


                                                                             30.
<PAGE>

     the Note Trustee to its employees in connection with their employment)
     incurred directly or indirectly in connection with the business activities
     of the Note Trustee or in the exercise of its rights, powers and
     discretions or the performance of its duties and obligations under this
     Deed or any Transaction Document.

12.3 ADDITIONAL DUTIES

     In the event of the occurrence of an Event of Default or the Note Trustee
     considering it expedient or necessary or being requested pursuant to any
     Transaction Document to undertake duties which the Note Trustee and the
     Manager agree to be of an exceptional nature or otherwise outside the scope
     of the normal duties of the Note Trustee under this Deed or the other
     Transaction Documents, the Issuer Trustee must pay to the Note Trustee such
     additional remuneration as is agreed between the Manager and the Note
     Trustee.

12.4 DISPUTE AS TO ADDITIONAL DUTIES

     In the event of the Manager and the Note Trustee failing to agree:

     (a)  (AMOUNT OF REMUNERATION): upon the amount of any additional
          remuneration referred to in clause 12.3; or

     (b)  (SCOPE OF DUTIES): upon whether duties of the Note Trustee are of an
          exceptional nature or otherwise outside the scope of the normal duties
          of the Note Trustee for the purposes of clause 12.3,

     such matters shall be determined by a merchant or investment bank (acting
     as an expert and not as an arbitrator) selected by the Note Trustee and
     approved by the Manager or, failing such approval, nominated (on the
     application of the Note Trustee) by the President for the time being of The
     Law Society of New South Wales (the expenses involved in such nomination
     and the fees of such merchant or investment bank being payable by the
     Issuer Trustee as part of the Fees and Expenses for which the Issuer
     Trustee is entitled to be indemnified from the assets of the PUMA Trust in
     accordance with the Sub-Fund Notice) and the determination of any such
     merchant or investment bank shall be final and binding upon the Note
     Trustee, the Manager and the Issuer Trustee.

12.5 CURRENCY AND VAT

     The above fees and expenses will be paid in US Dollars. The Issuer Trustee
     will in addition pay any value added tax which may be applicable.

12.6 NO OTHER FEES OR EXPENSES

     Except as provided in clauses 12.1, 12.2, 12.3, 12.4 and 12.5 or as
     expressly provided elsewhere in this Deed or any other Transaction
     Document, neither the Issuer Trustee nor the Manager has any liability in
     respect of any fees, commissions or expenses of the Note Trustee in
     connection with this Deed or any Transaction Document.

12.7 ISSUER TRUSTEE PERSONALLY LIABLE FOR FEES

     Notwithstanding any other provision of this Deed, the Issuer Trustee must
     pay to the Note Trustee the fees referred to in clause 12.1, and any value
     added tax on such fees, from its own personal funds and will not be
     entitled to be indemnified from the assets of the PUMA Trust with respect
     to such fees or value added taxes provided that if The Bank of New York,
     New York Branch retires or is removed as Note Trustee the Issuer Trustee
     will only be liable to pay the fees referred to in clause 12.1, and any
     value added tax on such fees, from its own personal funds, to the extent
     that such fees and value added tax do not exceed the amount that would have
     been payable to The Bank of New York, New York Branch if it had remained as
     Note Trustee. The balance of such fees and value added tax, if any, will be
     part of the Fees and


                                                                             31.
<PAGE>

     Expenses for which the Issuer Trustee is entitled to be indemnified from
     the assets of the PUMA Trust in accordance with the Sub-Fund Notice.

12.8 TIMING OF PAYMENTS

     Except as referred to in clause 12.7, all payments by the Issuer Trustee to
     the Note Trustee under this clause 12 are payable on the first Quarterly
     Payment Date following demand by the Note Trustee from funds available for
     this purpose in accordance with the Sub-Fund Notice.

12.9 NON-DISCHARGE

     Unless otherwise specifically stated in any discharge of the Note Trust the
     provisions of this clause 12 will continue in full force and effect despite
     such discharge.

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13.  ADDITIONAL NOTE TRUSTEES

13.1 APPOINTMENT AND REMOVAL

     The Note Trustee may, upon giving prior notice to the Issuer Trustee and
     the Manager (but without the consent of the Issuer Trustee, the Manager or
     the Class A Noteholders), appoint any person (an "ADDITIONAL NOTE TRUSTEE")
     (other than the Issuer Trustee or a Related Body Corporate of the Issuer
     Trustee) established or resident in any jurisdiction (whether an Eligible
     Trust Corporation or not) to act as a co-trustee jointly with the Note
     Trustee:

     (a)  (INTERESTS OF CLASS A NOTEHOLDERS): if the Note Trustee considers such
          appointment to be in the interests of the Class A Noteholders;

     (b)  (LEGAL REQUIREMENTS): for the purposes of conforming to any legal
          requirements, restrictions or conditions in any jurisdiction in which
          any particular act or acts is or are to be performed; or

     (c)  (OBTAINING JUDGMENT): for the purposes of obtaining a judgment in any
          jurisdiction or the enforcement in any jurisdiction of either a
          judgment already obtained or any of this Deed or any other Transaction
          Document.

     The Issuer Trustee, for valuable consideration, irrevocably appoints the
     Note Trustee to be its attorney in its name and on its behalf to execute an
     instrument of appointment of any such Additional Note Trustee. Such
     Additional Note Trustee will (subject always to the provisions of this
     Deed) have such trusts, powers, authorities and discretions (not exceeding
     those conferred on the Note Trustee by this Deed or any other Transaction
     Document) and such duties and obligations as are conferred or imposed by
     the instrument of appointment. Such reasonable remuneration as the Note
     Trustee may pay to any Additional Note Trustee, together with any costs and
     expenses properly incurred by any Additional Note Trustee in performing its
     functions as such, are expenses of the Note Trustee recoverable by it
     pursuant to clause 12.2. The Note Trustee, upon giving prior notice to the
     Issuer Trustee and the Manager, has the power to remove any Additional Note
     Trustee. The Issuer Trustee, for valuable consideration, irrevocably
     appoints the Note Trustee to be its attorney in its name and on its behalf
     to execute an instrument of removal of any such Additional Note Trustee.

13.2 JOINT EXERCISE OF POWERS

     All rights, powers, duties and obligations conferred or imposed upon an
     Additional Note Trustee are conferred or imposed upon and exercised or
     performed by the Note Trustee and the Additional Note Trustee jointly (it
     being understood that an Additional Note Trustee is not authorised to act
     separately without the Note Trustee joining in such act), except to the
     extent that under any law of any jurisdiction in which any particular act
     or acts are to be performed the Note Trustee shall be incompetent or
     unqualified to perform such act or acts, in which


                                                                             32.
<PAGE>

     event such rights, powers, duties and obligations shall be exercised and
     performed singly by such Additional Note Trustee (but subject to the
     direction of the Note Trustee).

13.3 NOTICE

     The Note Trustee must promptly notify the Principal Paying Agent, the Class
     A Noteholders and the Current Rating Authorities of each appointment or
     removal of an Additional Note Trustee pursuant to this clause 13.

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14.  RETIREMENT OR REMOVAL OF NOTE TRUSTEE

14.1 RETIREMENT OF NOTE TRUSTEE

     The Note Trustee covenants that it will retire as Note Trustee if:

     (a)  (INSOLVENCY): an Insolvency Event occurs in relation to the Note
          Trustee in its personal capacity or in respect of its personal assets
          (and not in its capacity as trustee of any trust or in respect of any
          assets it holds as trustee);

     (b)  (CEASES TO CARRY ON BUSINESS): it ceases to carry on business;

     (c)  (CEASES TO BE AN ELIGIBLE TRUST CORPORATION): it ceases to be an
          Eligible Trust Corporation;

     (d)  (CLASS A NOTEHOLDERS REQUIRE RETIREMENT): it is so directed by a
          Special Majority of Class A Noteholders;

     (e)  (BREACH OF DUTY): when required to do so by the Manager or the Issuer
          Trustee by notice in writing, it fails or neglects within 20 Business
          Days after receipt of such notice to carry out or satisfy any material
          duty imposed on it by this Deed or any other Transaction Document; or

     (f)  (CHANGE IN OWNERSHIP): there is a change in ownership of 50% or more
          of the issued equity share capital of the Note Trustee from the
          position as at the date of this Deed or effective control of the Note
          Trustee alters from the position as at the date of this Deed unless in
          either case approved by the Manager (whose approval must not be
          unreasonably withheld).

14.2 REMOVAL BY MANAGER

     If the Note Trustee refuses to retire the Manager is entitled to remove the
     Note Trustee from office immediately by notice in writing if an event
     referred to in clause 14.1 has occurred. On the retirement or removal of
     the Note Trustee under the provisions of clause 14.1 or this clause 14.2:

     (a)  (NOTIFY CURRENT RATING AUTHORITIES): the Manager must promptly notify
          the Current Rating Authorities of such retirement or removal; and

     (b)  (APPOINT SUBSTITUTE NOTE TRUSTEE): subject to any approval required by
          law, the Manager is entitled to and must use reasonable endeavours to
          appoint in writing some other Eligible Trust Corporation that is
          approved by the Current Rating Authorities to be the Substitute Note
          Trustee.

14.3 NOTE TRUSTEE MAY RETIRE

     The Note Trustee may retire at any time as trustee under this Deed upon
     giving 3 months (or such lesser time as the Manager, the Issuer Trustee and
     the Note Trustee agree) notice in writing to the Issuer Trustee, the
     Manager and the Current Rating Authorities, without giving


                                                                             33.
<PAGE>

     any reason and without being responsible for any liabilities incurred by
     reason of such retirement provided that such retirement is in accordance
     with this Deed, provided that no such period of notice of retirement may
     expire within the period of 30 days preceding each Quarterly Payment Date.
     Upon such retirement the Note Trustee, subject to any approval required by
     law, may appoint in writing any other Eligible Trust Corporation that is
     approved by the Current Rating Authorities and the Manager, which approval
     must not be unreasonably withheld by the Manager, as Note Trustee in its
     stead. If the Note Trustee does not appoint a replacement by the date which
     is 1 month prior to the date of its proposed retirement, the Manager is
     entitled to appoint a Substitute Note Trustee, which must be an Eligible
     Trust Corporation that is approved by the Current Rating Authorities, as of
     the date of the proposed retirement. The Note Trustee must not seek
     reimbursement for any costs incurred by it which are associated with its
     retirement under this clause 14.3 or any costs incurred by it associated
     with the appointment of a Substitute Note Trustee as a result of such
     retirement.

14.4 APPOINTMENT OF SUBSTITUTE NOTE TRUSTEE BY CLASS A NOTEHOLDERS

     Notwithstanding clauses 14.1, 14.2 and 14.3, no retirement or removal of
     the Note Trustee will be effective until a Substitute Note Trustee has been
     appointed in its place. If a Substitute Note Trustee has not been appointed
     under clauses 14.1, 14.2 or 14.3 at a time when the position of Note
     Trustee would, but for this clause 14.4, become vacant in accordance with
     those clauses, the Issuer Trustee must promptly advise the Class A
     Noteholders a Special Majority of whom may appoint an Eligible Trust
     Corporation nominated by any of them to act as Note Trustee.

14.5 RELEASE OF NOTE TRUSTEE

     Upon retirement or removal of the Note Trustee as trustee of the Note
     Trust, the Note Trustee is released from all obligations under this Deed
     arising after the date of the retirement or removal except for its
     obligation to vest the Note Trust Fund in the Substitute Note Trustee and
     to deliver all books and records relating to the Note Trust to the
     Substitute Note Trustee. The Manager and the Issuer Trustee may settle with
     the Note Trustee the amount of any sums payable by the Note Trustee to the
     Manager or the Issuer Trustee or by the Manager or the Issuer Trustee to
     the Note Trustee and may give to or accept from the Note Trustee a
     discharge in respect of those sums which will be conclusive and binding as
     between the Manager, the Issuer Trustee and the Note Trustee but not as
     between the Note Trustee and the Class A Noteholders.

14.6 VESTING OF NOTE TRUST FUND IN SUBSTITUTE NOTE TRUSTEE

     The Note Trustee, on its retirement or removal, must vest the Note Trust
     Fund or cause it to be vested in the Substitute Note Trustee and must
     deliver and assign to such Substitute Note Trustee as appropriate all
     books, documents, records and other property whatsoever relating to the
     Note Trust Fund.

14.7 SUBSTITUTE NOTE TRUSTEE TO EXECUTE DEED

     Each Substitute Note Trustee must upon its appointment execute a deed in
     such form as the Manager may require whereby such Substitute Note Trustee
     must undertake to the Class A Noteholders to be bound by all the covenants
     on the part of the Note Trustee under this Deed from the date of such
     appointment.

14.8 CURRENT RATING AUTHORITIES ADVISED

     The Manager must promptly:

     (a)  (RETIREMENT): approach and liaise with each Current Rating Authority
          in respect of any consents required from it to the replacement of the
          Note Trustee pursuant to clauses 14.2 or 14.3;


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     (b)  (CHANGE OF OWNERSHIP): notify the Current Rating Authorities of it
          becoming aware of a change in ownership of 50% or more of the issued
          equity share capital of the Note Trustee from the position as at the
          date of this Deed or effective control of the Note Trustee altering
          from the date of this Deed; and

     (c)  (APPROVAL FOR CHANGE IN OWNERSHIP): notify the Current Rating
          Authorities of any approvals given by the Manager pursuant to clause
          14.1(f).

14.9 RETENTION OF LIEN

     Notwithstanding any release of the outgoing Note Trustee under this clause
     14, the outgoing Note Trustee will remain entitled to the benefit of the
     indemnities granted by this Deed to the outgoing Note Trustee in respect of
     any liability, cost or other obligation incurred by it while acting as Note
     Trustee, as if it were still the Note Trustee under this Deed.

14.10 ISSUER TRUSTEE AND MANAGER CANNOT BE APPOINTED

     Notwithstanding the preceding provisions of this clause 14, none of the
     Manager, the Issuer Trustee, any Support Facility Provider nor any of their
     Related Bodies Corporate may be appointed as Note Trustee.

14.11 NO LIMITATION OF TIA

     Nothing in this clause 14 is to be construed as limiting any right of a
     Class A Noteholder to take any action to remove the Note Trustee in
     accordance with section 310(b) of the TIA.

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15.  AMENDMENT

15.1 AMENDMENT BY NOTE TRUSTEE

     Subject to this clause 15 and to any approval required by law, the Note
     Trustee, the Manager and the Issuer Trustee may together agree, without the
     consent or sanction of any Class A Noteholder, by way of supplemental deed
     to alter, add to or revoke any provision of this Deed or the Class A Notes
     (including the Note Conditions) so long as such alteration, addition or
     revocation is not a Payment Modification and such alteration, addition or
     revocation:

     (a)  (NECESSARY OR EXPEDIENT): in the opinion of the Note Trustee is
          necessary or expedient to comply with the provisions of any Statute or
          regulation or with the requirements of any Governmental Agency;

     (b)  (MANIFEST ERROR): in the opinion of the Note Trustee is made to
          correct a manifest error or ambiguity or is of a formal, technical or
          administrative nature only;

     (c)  (AMENDMENT TO LAW): in the opinion of the Note Trustee is appropriate
          or expedient as a consequence of an amendment to any Statute or
          regulation or altered requirements of any Governmental Agency or any
          decision of any court (including, without limitation, an alteration,
          addition or modification which is in the opinion of the Note Trustee
          appropriate or expedient as a consequence of the enactment of a
          Statute or regulation or an amendment to any Statute or regulation or
          ruling by the Australian Commissioner or Deputy Commissioner of
          Taxation or any governmental announcement or statement or any decision
          of any court, in any case which has or may have the effect of altering
          the manner or basis of taxation of trusts generally or of trusts
          similar to the PUMA Trust or the Note Trust); or

     (d)  (OTHERWISE DESIRABLE): in the opinion of the Note Trustee and the
          Issuer Trustee is otherwise desirable for any reason and:


                                                                             35.
<PAGE>

          (i)  is not in the opinion of the Note Trustee likely, upon coming
               into effect, to be materially prejudicial to the interests of
               Class A Noteholders; or

          (ii) if it is in the opinion of the Note Trustee likely, upon coming
               into effect, to be materially prejudicial to Class A Noteholders,
               the consent of a Special Majority of Class A Noteholders to the
               alteration, addition or resolution has been obtained. For the
               purpose of determining whether a Special Majority of Class A
               Noteholders has consented to an alteration, addition or
               revocation, Class A Notes which are beneficially owned by the
               Issuer Trustee or the Manager or by any person directly or
               indirectly controlling or controlled by or under direct or
               indirect common control with the Issuer Trustee or the Manager,
               shall be disregarded,

     provided that the Note Trustee, the Manager and the Issuer Trustee may not
     alter, add to or revoke any provision of this Deed or the Class A Notes
     unless the Manager has notified the Current Rating Authorities 5 Business
     Days in advance.

15.2 AMENDMENTS REQUIRING CONSENT OF CLASS A NOTEHOLDERS

     The Note Trustee, the Manager and the Issuer Trustee may together agree by
     way of supplemental deed to make or effect a Payment Modification, in
     relation to all the Class A Notes, to this Deed or the Class A Notes
     (including the Note Conditions) if, and only if, the consent has first been
     obtained of each corresponding Class A Noteholder to such Payment
     Modification.

15.3 COMPLIANCE WITH TIA

     Any supplemental deed altering, adding to or revoking any provision of this
     Deed or the Class A Notes (including the Note Conditions) referred to in
     this clause 15 must conform, to the extent applicable, with the
     requirements of the TIA.

15.4 NO CURRENT RATING AUTHORITY DOWNGRADE

     The Note Trustee will be entitled to assume that any proposed alteration,
     addition or revocation, other than a Payment Modification, will not be
     materially prejudicial to the interests of Class A Noteholders if each of
     the Current Rating Authorities confirms in writing that if the alteration,
     addition or revocation is effected this will not lead to a reduction,
     qualification or withdrawal of the then rating given to the Class A Notes
     by the Current Rating Authority.

15.5 DISTRIBUTION OF AMENDMENTS

     The Issuer Trustee must distribute to all Class A Noteholders a copy of any
     amendment made pursuant to this clause 15 as soon as reasonably practicable
     after the amendment has been made.

15.6 AMENDMENTS BINDING ON CLASS A NOTEHOLDERS

     Any alteration, addition or revocation of a provision of this Deed or the
     Class A Notes made pursuant to this clause 15 is binding on all Class A
     Noteholders.

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16.  REPORTS

16.1 REPORTS BY NOTE TRUSTEE

     If so required by section 313(a) of the TIA, the Note Trustee shall provide
     to each Class A Noteholder, and such other persons as the Note Trustee is
     required by section 313(c) of the TIA to provide reports to, at intervals
     of not more than 12 months (commencing as from the


                                                                             36.
<PAGE>

     Closing Date) a brief report of the events referred to in section 313(a) of
     the TIA that have occurred within the preceding 12 months and shall provide
     such additional reports to Class A Noteholders, and such other persons as
     the Note Trustee is required by section 313(c) of the TIA to provide
     reports to, as are required by section 313(b) of the TIA at the times
     specified in that section. A copy of each such report at the time of its
     provision to Class A Noteholders must be copied to the Issuer Trustee and
     the Manager and must be filed by the Note Trustee with the Commission and
     each stock exchange, if any, on which the Class A Notes are listed.

16.2 REPORTS BY ISSUER TRUSTEE

     The Issuer Trustee and the Manager each severally covenants that it will:

     (a)  (COPY SECURITIES EXCHANGE ACT REPORTS TO NOTE TRUSTEE): file:

          (i)  with the Commission at such times as are required under the
               Exchange Act; and

          (ii) with the Note Trustee, within 15 days after it is required to
               file the same with the Commission,

          copies of the annual reports and of the information, documents and
          other reports (or copies of such portions of any of the foregoing as
          the Commission may from time to time by rules and regulations
          prescribe), if any, which it may be required to file with the
          Commission pursuant to section 13 or 15(d) of the Exchange Act or, if
          it is not required to file information, documents or reports pursuant
          to either of such sections, then to file with the Note Trustee and the
          Commission, in accordance with the rules and regulations prescribed by
          the Commission, such of the supplementary and periodic information,
          documents and reports which may be required pursuant to section 13 of
          the Exchange Act, in respect of a security listed and registered on a
          national securities exchange as may be prescribed in such rules and
          regulations;

     (b)  (OTHER REPORTS): file with the Note Trustee and the Commission, in
          accordance with rules and regulations prescribed from time to time by
          the Commission, such additional information, documents and reports
          with respect to compliance by it with the conditions and covenants of
          this Deed as may be required from time to time by such rules and
          regulations; and

     (c)  (SUMMARIES TO CLASS A NOTEHOLDERS): transmit to Class A Noteholders,
          and such other persons as are required by section 314(a)(3) of the
          TIA, such summaries of any information, documents and reports required
          to be filed by the Issuer Trustee or the Manager pursuant to clauses
          16.2(a) and (b) as may be required by rules and regulations prescribed
          from time to time by the Commission.

16.3 RESTRICTED SECURITIES

     The Issuer Trustee and the Manager each severally covenants that it will
     forthwith notify the Note Trustee, if, at any time, after the Closing Date,
     any Class A Notes become "restricted securities" (as defined in Rule
     144(a)(3) of Securities Act of 1933 of the United States of America (the
     "SECURITIES ACT")) and during any period during which the Issuer Trustee or
     the Manager is neither subject to Sections 13 or 15(d) of the Exchange Act
     nor exempt from reporting pursuant to Rule 12g3-2(d) under the Exchange
     Act, make available to each holder of the Class A Notes in connection with
     any resale of the Class A Notes and to any prospective purchaser of the
     Class A Notes from that holder, in each case upon request, the information
     specified in and meeting the requirements of Rule 144(A)(d)(4) under the
     Securities Act.


                                                                             37.
<PAGE>

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17.  CURRENCY INDEMNITY

17.1 IMPROPER CURRENCY RECEIPTS

     If any payment is made by the Issuer Trustee under this Deed or the Class A
     Notes or if the Note Trustee or any Class A Noteholder receives or recovers
     any money under or pursuant to this Deed or the Class A Notes in a currency
     ("RECEIPT CURRENCY") other than the currency in which the money was payable
     pursuant to the terms of this Deed or the Class A Notes ("AGREED
     CURRENCY"), the Issuer Trustee must, as a separate and additional
     liability, pay to the recipient such additional amount so that after
     conversion from the Receipt Currency into the Agreed Currency of such money
     so paid, received or recovered and after the payment of all commission and
     expenses in relation to such conversion the recipient will receive net in
     its hands an amount in the Agreed Currency equal to the amount of the money
     payable under this Deed or the Class A Notes in the Agreed Currency.

17.2 CURRENCY INDEMNITY

     If a judgment or an order is rendered by any court or tribunal for the
     payment of any amount payable by the Issuer Trustee under this Deed or the
     Class A Notes or for the payment of damages in respect of any breach by the
     Issuer Trustee of this Deed or the Class A Notes or any Insolvency Event in
     relation to the Issuer Trustee occurs resulting in money being payable or
     receivable in respect of any proof or other claim, and such judgment,
     order, proof or claim is expressed in a currency ("JUDGMENT CURRENCY")
     other than the currency in which the money was payable pursuant to the
     terms of this Deed or the Class A Notes ("AGREED CURRENCY"), the Issuer
     Trustee must indemnify and hold harmless and keep indemnified the person
     with the benefit of the judgment, order, proof or claim (as the case may
     be) (the "RECEIVING PARTY") against any deficiency in the Agreed Currency
     in the amount received by the Receiving Party arising or resulting from any
     variation as between:

     (a)  (JUDGMENT RATE): the rate of exchange at which the Agreed Currency is
          converted to the Judgment Currency for the purposes of such judgment,
          order, proof or claim; and

     (b)  (ACTUAL RATE): the rate of exchange which the Receiving Party is able
          to purchase the Agreed Currency with the amount of the Judgment
          Currency actually received by the Receiving Party,

     and such indemnity will continue in full force and effect notwithstanding
     any such judgment, order, proof or claim.

17.3 FAILURE TO PAY PROPER CURRENCY

     Any payment purportedly pursuant to the terms of this Deed or a Class A
     Note in a currency other than the currency in which it is required to be
     paid will not discharge or satisfy the relevant obligation of the payer to
     make the payment except to the extent that, and insofar as, the currency in
     which the payment is required to be made is acquired by sale of the
     currency in which the payment was actually made.

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18.  EXPENSES AND STAMP DUTIES

18.1 EXPENSES

     Subject to clause 22, the Issuer Trustee will on demand reimburse the Note
     Trustee for and keep the Note Trustee indemnified against all expenses
     including legal costs and disbursements (on a full indemnity basis)
     incurred by the Note Trustee in connection with:


                                                                             38.
<PAGE>

     (a)  (PREPARATION): the preparation and execution of this Deed and any
          subsequent consent, agreement, approval or waiver under this Deed or
          amendment to this Deed;

     (b)  (ENFORCEMENT): the exercise, enforcement, preservation or attempted
          exercise enforcement or preservation of any rights under this Deed
          including without limitation any expenses incurred in the evaluation
          of any matter of material concern to the Note Trustee; and

     (c)  (GOVERNMENTAL AGENCY): any enquiry by a Governmental Agency concerning
          the Issuer Trustee or the assets of the PUMA Trust or a transaction or
          activity the subject of the Transaction Documents.

18.2 STAMP DUTIES AND OTHER TAXES

     The Issuer Trustee must pay any stamp and other duties and Taxes, including
     fines and penalties, payable in Australia, the United Kingdom, Belgium,
     Luxembourg or the United States on or in connection with:

     (a)  (EXECUTION OF DEED): the execution, delivery and performance of this
          Deed or any payment, receipt or other transaction contemplated by this
          Deed;

     (b)  (ISSUE OF CLASS A NOTES): the constitution and original issue and
          delivery of the Class A Notes; and

     (c)  (PROCEEDINGS): any action taken by the Note Trustee or (where in
          accordance with this Deed or the Security Trust Deed the Class A
          Noteholders are entitled to do so) the Class A Noteholders to enforce
          the provisions of the Class A Notes, this Deed, the Trust Deed, the
          Sub-Fund Notice or the Security Trust Deed.

     The Issuer Trustee must indemnify and keep indemnified the Note Trustee
     against any loss or liability incurred or suffered by it as a result of the
     delay or failure by the Issuer Trustee to pay any such stamp and other
     duties and Taxes.

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19.  TRUST INDENTURE ACT

19.1 CERTIFICATES AND OPINIONS

     (a)  (CONDITIONS PRECEDENT): Upon any application or request by the Issuer
          Trustee to the Note Trustee to take any action under any provision of
          this Deed, the Issuer Trustee must furnish to the Note Trustee:

          (i)  a certificate from two Authorised Officers of the Issuer Trustee
               stating that all conditions precedent, if any, provided for in
               this Deed relating to the proposed action have been complied
               with;

          (ii) Counsel's Opinion stating that all such conditions precedent, if
               any, have been complied with; and

          (iii) if required by the TIA, a certificate from an accountant meeting
               the applicable requirements of section 314(c)(3) of the TIA,

          provided that in the case of any such application or request as to
          which the furnishing of such documents is specifically required by any
          other provision of this Deed no additional certificate or opinion need
          be furnished.

     (b)  (FAIR VALUE): The Issuer Trustee must furnish to the Note Trustee a
          certificate or opinion of an engineer, appraiser or other expert as to
          the fair value:

          (i)  of any property or securities to be released from the Security
               Interest


                                                                             39.
<PAGE>

               created by the Security Trust Deed, where this is required by
               section 314(d)(1) of the TIA;

          (ii) to the Issuer Trustee of any securities the deposit of which with
               the Issuer Trustee is to be made the basis for the release of any
               property or securities subject to the Security Interest created
               by the Security Trust Deed, where this is required by section
               314(d)(2) of the TIA; and

         (iii) to the Issuer Trustee of any property the subjection of which to
               the Security Interest created by the Security Trust Deed is to be
               made the basis for the release of any property or securities
               subject to the Security Interest created by the Security Trust
               Deed, where this is required by section 314(d)(3) of the TIA,

          and every such certificate or opinion must comply with the relevant
          provisions of section 314(d) of the TIA (and, except as provided
          otherwise in section 314 of the TIA, may be given by an Authorised
          Officer of the Issuer Trustee).

     (c)  (FORM OF CERTIFICATES AND OPINIONS): Every certificate or opinion with
          respect to compliance with a condition or covenant provided for in
          this Deed (other than the certificate referred to in clause 6.3(c)(i))
          shall include:

          (i)  a statement that each signatory of such certificate or opinion
               has read such covenant or condition and the definitions used
               therein;

          (ii) a brief statement as to the nature and scope of the examination
               or investigation upon which the statements or opinions contained
               in such certificate or opinion are based;

         (iii) a statement that, in the opinion of each such signatory, such
               signatory has made such examination or investigation as is
               necessary to enable such signatory to express an informed opinion
               as to whether or not such covenant or condition has been complied
               with; and

          (iv) a statement as to whether, in the opinion of each such signatory
               such condition or covenant has been complied with.

19.2 UNDERTAKING FOR COSTS

     (a)  (UNDERTAKING): Subject to clause 19.2(b), all parties to this deed
          agree, and each Class A Noteholder by such Class A Noteholder's
          acceptance of the Class A Notes are deemed to have agreed, that any
          court may in its discretion require, in any suit for the enforcement
          of any right or remedy under this Deed, or in any suit against the
          Note Trustee for any action taken, suffered or omitted by it as the
          Note Trustee, the filing by any party litigant in such suit of an
          undertaking to pay the costs of such suit, and that such court may in
          its discretion assess reasonable costs, including reasonable
          attorneys' fees, against any party litigant in such suit, having due
          regard to the merits and good faith of the claims or defences made by
          such party litigant.

     (b)  (EXCEPTIONS): The provisions of clause 19.2(a) shall not apply to:

          (i)  any suit instituted by the Note Trustee;

          (ii) any suit instituted by any Class A Noteholder, or group of Class
               A Noteholders, in each case holding in the aggregate Class A
               Notes with a Principal Balance of more than 10% of the then
               aggregate a Principal Balance of all Class A Notes; or


                                                                             40.
<PAGE>

         (iii) any suit instituted by any Class A Noteholder for the
               enforcement of the payment of principal or interest on any Class
               A Note on or after the respective due dates expressed in such
               Class A Note and in this Deed.

19.3 EXCLUSION OF SECTION 316(a)(1)

     Section 316(a)(1) of the TIA is expressly excluded by this Deed.

19.4 UNCONDITIONAL RIGHTS OF CLASS A NOTEHOLDERS TO RECEIVE PRINCIPAL AND
     INTEREST

     Notwithstanding any other provisions in this Deed, any Class A Noteholder
     shall have the right, which is absolute and unconditional, to receive
     payment of the principal of and interest, if any, on each Class A Note held
     by it on or after the respective due dates thereof expressed in such Class
     A Note or in this Deed or to institute suit for the enforcement of any such
     payment, and such right shall not be impaired without the consent of such
     Class A Noteholder, except to the extent that this Deed or the Security
     Trust Deed contain provisions limiting or denying the right of any Class A
     Noteholder to institute any such suit, if and to the extent that the
     institution or prosecution thereof or the entry of judgment therein would,
     under applicable law, result in the surrender, impairment, waiver, or loss
     of the Security Interest created by the Security Trust Deed upon any
     property subject to such Security Interest.

19.5 CONFLICT WITH TRUST INDENTURE ACT

     The provisions of section 310 to 317 (inclusive) of the TIA are
     incorporated into, are a part of and govern this deed, whether or not
     contained in this Deed, unless expressly excluded by this Deed in
     accordance with the TIA. If any provision of this Deed limits, qualifies or
     conflicts with any provision that is deemed to be included in this Deed by
     virtue of any of the provisions of the TIA, such provision deemed to be
     included in this Deed will prevail.

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20.  GOVERNING LAW AND JURISDICTION

20.1 GOVERNING LAW

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

20.2 JURISDICTION

     (a)  (SUBMISSION TO JURISDICTION): The Issuer Trustee, the Note Trustee,
          the Manager and each of the Class A Noteholders each irrevocably
          submits to and accepts generally and unconditionally the non-exclusive
          jurisdiction of both:

          (i)  the courts and appellate courts of the State of New South Wales;
               and

          (ii) the Federal and state courts in the Borough of Manhattan in the
               City of New York,

          with respect to any legal action or proceedings which may be brought
          at any time relating in any way to this Deed.

     (b)  (WAIVER OF INCONVENIENT FORUM): The Issuer Trustee, the Note Trustee,
          the Manager and each of the Class A Noteholders each irrevocably
          waives any objection it may now or in the future have to the venue of
          any such action or proceedings brought in such courts and any claim it
          may now or in the future have that any such action or proceedings have
          been brought in an inconvenient forum.


                                                                             41.
<PAGE>

     (c)  (SERVICE OF NOTICE): The Issuer Trustee, the Note Trustee, the Manager
          and each of the Class A Noteholders agree, 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 21.

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21.  NOTICES

21.1 METHOD OF DELIVERY

     Subject to clause 21.6, any notice, request, certificate, approval, demand,
     consent or other communication to be given under this Deed other than to or
     by a Class A Noteholder must:

     (a)  (AUTHORISED OFFICER): except in the case of communications by e-mail,
          be signed by an Authorised Officer of the party giving the same;

     (b)  (IN WRITING): be in writing; and

     (c)  (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

          (iv) sent by e-mail by an Authorised Officer of the party giving the
               same to the addressee's specific e-mail address,

          with the address details described in paragraphs (i) to (iv) above
          being notified by that addressee from time to time to the other
          parties to this Deed as its address for service pursuant to this Deed.

21.2 DEEMED RECEIPT

     A notice, request, certificate, demand, consent or other communication
     under this Deed other than to or by a Class A Noteholder is deemed to have
     been received:

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

     (b)  (POST): where sent by post, on the 3rd (or 7th if posted to or from a
          place outside of 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)  (E-MAIL): subject to clause 21.6, where sent by e-mail, on the date
          that the e-mail is received.

     However, if the time of deemed receipt of any notice is not before 5.00 pm
     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.

21.3 NOTICES TO CLASS A NOTEHOLDERS

     Any notice, request, certificate, approval, demand, consent or other
     communication to be given under this Deed to a Class A Noteholder:


                                                                             42.
<PAGE>

     (a)  (DELIVERY): will be effectively given if it is given in accordance
          with condition 11 of the Note Conditions; and

     (b)  (TIME): is deemed to have been given at the time specified in
          condition 11 of the Note Conditions.

21.4 NOTICES FROM CLASS A NOTEHOLDERS

     Subject to clause 21.6, any notice, request, certificate, approval,
     document, consent, direction or other communication to be given under this
     Deed by a Class A Noteholder to any person must:

     (a)  (SIGNED): be signed by the Class A Noteholder or an attorney of the
          Class A Noteholder;

     (b)  (IN WRITING): be in writing;

     (c)  (DELIVERY): be:

          (i)  left at the address of the addressee;

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

          (iii) sent by facsimile to the facsimile number of the addressee,

          as set out in the Note Conditions or otherwise as notified by that
          addressee to the Class A Noteholders from time to time;

     (d)  (EVIDENCE): be accompanied by such evidence as to its proper execution
          by the Class A Noteholder as the addressee may reasonably require,

     and will only be effective upon actual receipt by the addressee. For the
     purposes of seeking any consent, direction or authorisation from Class A
     Noteholders or a class of Class A Noteholders pursuant to this Deed, the
     TIA (including section 316 of the TIA) or any Transaction Document the Note
     Trustee may by notice to the relevant Class A Noteholders specify a date
     (not earlier than the date of the notice) upon which the relevant Class A
     Noteholders for the purposes of that consent, direction or authorisation
     will be determined and, if it does so, the persons who are the relevant
     Class A Noteholders and the Principal Balance of the Class A Notes held by
     them will, for the purposes of that consent, direction or authorisation, be
     determined based upon the details recorded in the Note Register as at 5.00
     pm on that date.

21.5 ISSUER TRUSTEE AND MANAGER

     Each of the Issuer Trustee and the Manager must maintain an office or an
     agency in New York where any legal proceedings in respect of this Deed or
     the Class A Notes may be served on it. The Issuer Trustee initially
     appoints C.T. Corporation, 111 8th Avenue, New York, New York 10011 as its
     agent for this purpose. The Manager initially appoints Macquarie Bank
     Limited, New York office, Rockefeller Centre, 600 Fifth Avenue, 21st Floor,
     New York, New York 10020 as its agent for this purpose.

21.6 EMAIL

     Notwithstanding any other provision in this clause 21, a notice, request,
     certificate, approval, demand, consent or other communication to be given
     under this Deed may only be given by email where the recipient has
     expressly agreed with the sender 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.


                                                                             43.
<PAGE>

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22.  ISSUER TRUSTEE'S LIMITED LIABILITY

22.1 LIMITATION ON THE ISSUER TRUSTEE'S LIABILITY

     The Issuer Trustee enters into this Deed only in its capacity as trustee of
     the PUMA Trust and in no other capacity. A liability incurred by the Issuer
     Trustee acting in its capacity as trustee of the PUMA Trust arising under
     or in connection with this Deed is limited to and can be enforced against
     the Issuer Trustee only to the extent to which it can be satisfied out of
     assets of the PUMA Trust out of which the Issuer Trustee is actually
     indemnified for the liability. This limitation of the Issuer Trustee's
     liability applies despite any other provision of this Deed (other than
     clauses 12.7 and 22.3) and extends to all liabilities and obligations of
     the Issuer Trustee in any way connected with any representation, warranty,
     conduct, omission, agreement or transaction related to this Deed.

22.2 CLAIMS AGAINST THE ISSUER TRUSTEE

     The parties other than the Issuer Trustee may not sue the Issuer Trustee in
     respect of liabilities incurred by the Issuer Trustee 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 assets of the PUMA Trust), a liquidator, an administrator,
     or any similar person to the Issuer Trustee or prove in any liquidation,
     administration or similar arrangements of or affecting the Issuer Trustee
     (except in relation to the assets of the PUMA Trust).

22.3 BREACH OF TRUST

     The provisions of this clause 22 will not apply to any obligation or
     liability of the Issuer Trustee to the extent that it is not satisfied
     because under the Trust Deed, the Sub-Fund Notice or any other Transaction
     Document or by operation of law there is a reduction in the extent of the
     Issuer Trustee's indemnification out of the assets of the PUMA Trust, as a
     result of the Issuer Trustee's fraud, negligence or wilful default and will
     not apply to any obligation or liability of the Issuer Trustee to pay
     amounts from its personal funds pursuant to clause 12.7.

22.4 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 Issuer Trustee (including any
     related failure to satisfy its obligations or any breach of representation
     or warranty under this Deed) will be considered fraudulent, negligent or a
     wilful default for the purpose of clause 22.3 to the extent to which the
     act or omission was caused or contributed to by any failure by any Relevant
     Party or any other person appointed by the Issuer Trustee under any
     Transaction Document (other than a person whose acts or omissions the
     Issuer Trustee is liable for in accordance with any Transaction Document)
     to fulfil its obligations relating to the PUMA Trust or by any other act or
     omission of Relevant Party or any other such person.

22.5 NO AUTHORITY

     No attorney or agent appointed in accordance with this Deed has authority
     to act on behalf of the Issuer Trustee in a way which exposes the Issuer
     Trustee to any personal liability and no act or omission of any such person
     will be considered fraud, negligence or wilful default of the Issuer
     Trustee for the purposes of clause 22.3.

22.6 NO OBLIGATION

     The Issuer Trustee is not obliged to enter into any commitment or
     obligation under this Deed or any Transaction Document (including incur any
     further liability) unless the Issuer Trustee's


                                                                             44.
<PAGE>

     liability is limited in a manner which is consistent with this clause 22 or
     otherwise in a manner satisfactory to the Issuer Trustee in its absolute
     discretion.

--------------------------------------------------------------------------------
23.  MISCELLANEOUS

23.1 ASSIGNMENT BY THE ISSUER TRUSTEE

     The Issuer Trustee will not assign or otherwise transfer the benefit of
     this Deed or any of its rights, duties or obligations under this Deed
     except to a substitute Trustee which is appointed as a successor trustee of
     the PUMA Trust under and in accordance with the Trust Deed.

23.2 ASSIGNMENT BY MANAGER

     The Manager will not assign or otherwise transfer the benefit of this Deed
     or any of its rights, duties or obligations under this Deed except to a
     substitute Manager which is appointed as a successor manager of the PUMA
     Trust under and in accordance with the Management Deed.

23.3 ASSIGNMENT BY NOTE TRUSTEE

     The Note Trustee will not assign or otherwise transfer all or any part of
     the benefit of this Deed or any of its rights, duties and obligations under
     this Deed except to a Substitute Note Trustee which is appointed as a
     successor trustee under and in accordance with this Deed.

23.4 CERTIFICATE OF NOTE TRUSTEE

     A certificate in writing signed by an Authorised Officer of the Note
     Trustee certifying any act, matter or thing relating to this Deed is
     conclusive and binding on the Issuer Trustee in the absence of manifest
     error on the face of the certificate.

23.5 CONTINUING OBLIGATION

     This Deed is a continuing obligation notwithstanding any settlement of
     account intervening payment express or implied revocation or any other
     matter or thing whatsoever until a final discharge of this Deed has been
     given to the Issuer Trustee.

23.6 SETTLEMENT CONDITIONAL

     Any settlement or discharge between the Issuer Trustee and the Note Trustee
     is conditional upon any security or payment given or made to the Note
     Trustee by the Issuer Trustee or any other person in relation to the
     Secured Moneys not being avoided repaid or reduced by virtue of any
     provision or enactment relating to bankruptcy insolvency or liquidation for
     the time being in force and, in the event of any such security or payment
     being so avoided repaid or reduced the Note Trustee is entitled to recover
     the value or amount of such security or payment avoided, repaid or reduced
     from the Issuer Trustee subsequently as if such settlement or discharge had
     not occurred.

23.7 INTEREST ON JUDGMENT

     If a liability under this Deed (other than a liability for negligence,
     fraud or wilful default of the Issuer Trustee under the Transaction
     Documents) becomes merged in a judgment or order then the Issuer Trustee as
     an independent obligation will pay interest to the Note Trustee on the
     amount of that liability at a rate being the higher of the rate payable
     pursuant to the judgment or order and the highest rate payable on the Class
     A Notes from the date it becomes payable until it is paid.


                                                                             45.
<PAGE>

23.8 SEVERABILITY OF PROVISIONS

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

23.9 REMEDIES CUMULATIVE

     The rights and remedies conferred by this Deed upon the Note Trustee are
     cumulative and in addition to all other rights or remedies available to the
     Note Trustee by Statute or by general law.

23.10 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 Deed by the Note Trustee 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 Deed or provided by law.

23.11 WRITTEN WAIVER, CONSENT AND APPROVAL

     Any waiver, consent or approval given by the Note Trustee under this Deed
     will only be effective and will only be binding on the Note Trustee if it
     is given in writing or given verbally and subsequently confirmed in writing
     and executed by the Note Trustee or on its behalf by an Authorised Officer
     for the time being of the Note Trustee.

23.12 MORATORIUM LEGISLATION

     To the fullest extent permitted by law, the provisions of all Statutes
     operating directly or indirectly:

     (a)  (LESSEN OBLIGATIONS): to lessen or otherwise to vary or affect in
          favour of the Issuer Trustee any obligation under this Deed; or

     (b)  (DELAY EXERCISE OF POWERS): to delay or otherwise prevent or
          prejudicially affect the exercise of any powers conferred on the Note
          Trustee under this Deed,

     are expressly waived negatived and excluded.

23.13 BINDING ON EACH SIGNATORY

     This Deed binds each of the signatories to this Deed notwithstanding that
     any one or more of the named parties to this Deed does not execute this
     Deed, that there is any invalidity forgery or irregularity touching any
     execution of this Deed or that this Deed is or becomes unenforceable void
     or voidable against any such named party.

23.14 COUNTERPARTS

     This Deed may be executed in a number of counterparts and all such
     counterparts taken together is deemed to constitute one and the same
     instrument.


                                                                             46.
<PAGE>

EXECUTED as a deed.

EXECUTED AS A DEED by THE BANK OF NEW    |
YORK acting by its Authorised Officer in |
the presence of:                         |
                                         |
                                         |
                                         | -------------------------------------
                                         |
                                         |
                                         |
---------------------------------------
Signature of Witness



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


SIGNED SEALED AND DELIVERED for and on   |
behalf of MACQUARIE SECURITISATION       |
LIMITED, ABN 16 003 297 336 by           |
                                         | -------------------------------------
and                                      | Signature of Attorney
                                         |
its Attorneys 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 | Signature of Attorney
in the presence of:                      |




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




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


                                                                             47.
<PAGE>

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




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




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



                                                                             48.
<PAGE>

SCHEDULE 1
FORM OF CLASS A NOTE


Registered                          CUSIP No:                     $[           ]
No. R-                              ISIN No:
                                    Common Code:



UNLESS THIS CLASS A NOTE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, ("DTC") TO THE ISSUER TRUSTEE
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORISED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE OF THE
CLASS A NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS CLASS A NOTE.

[The above paragraph is to appear in the Book-Entry Notes only.]

Each Class A Noteholder represents, warrants and covenants (and by its
acquisition of a Book-Entry Note, each Class A Noteholder shall be deemed to
represent) that it is either (i) not acquiring such Class A Note with the assets
of an "employee benefit plan" subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"); a "plan" described by Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "CODE"); any
entity deemed to hold "plan assets" of the foregoing under 29 C.F.R. 2510.3-101;
or any governmental plan subject to substantially similar applicable law or (ii)
its purchase and holding of such Class A Note will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code or any
substantially similar applicable law.

THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AND MAY BE SUBJECT
TO EXCHANGE AS SET FORTH BELOW, IN THE NOTE TRUST DEED AND IN THE NOTE
CONDITIONS. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS CLASS A NOTE.

  PERPETUAL TRUSTEES AUSTRALIA LIMITED, ABN 86 000 431 827 (a limited liability
      company incorporated in Australia and registered in New South Wales)
  in its capacity as trustee of the PUMA Global Trust No. 3 (the "PUMA TRUST")
                             (the "ISSUER TRUSTEE")

                                  CLASS A NOTE

This Class A Note is issued by the Issuer Trustee in an initial aggregate
principal amount of US $[ ] the "CLASS A NOTE") and is:

(a)  constituted by a Note Trust Deed (the "NOTE TRUST DEED") dated [ ] 2003
     made between the Issuer Trustee, Macquarie Securitisation Limited, ABN 16
     003 297 336, (the "MANAGER") and The Bank of New York, New York Branch (the
     "NOTE TRUSTEE"); and

(b)  issued subject to, and with the benefit of, amongst other things:

     (i)  a Trust Deed (the "TRUST DEED") dated 13 July 1990 (as amended) made
          between the person referred to therein as the Founder and the Issuer
          Trustee, as amended from time to time;


                                                                             49.
<PAGE>

     (ii) a Sub-Fund Notice (the "SUB-FUND NOTICE") dated [ ] 2003 from the
          Manager to the Issuer Trustee;

    (iii) a Security Trust Deed (the "SECURITY TRUST DEED") dated [ ] 2003 made
          between the Issuer Trustee, the Manager, the Note Trustee and
          Perpetual Trustee Company Limited, ABN 42 001 001 007;

     (iv) the Agency Agreement (the "AGENCY AGREEMENT") dated [ ] 2003 made
          between the Issuer Trustee, the Note Trustee, the Manager, The Bank of
          New York, New York Branch as Principal Paying Agent, Agent Bank and
          Note Registrar and The Bank of New York, London Branch as Paying
          Agent;

     (v)  the Note Trust Deed; and

     (vi) the Note Conditions as set out in the Annexure to this Class A Note
          (the " NOTE CONDITIONS").

Unless defined in this Class A Note, words and phrases defined in either or both
of the Note Trust Deed and the Note Conditions have the same meaning in this
Class A Note. Where there is any inconsistency in a definition between the Note
Trust Deed and the Note Conditions, the Note Trust Deed prevails.

If this Class A Note is a Book-Entry Note and the Issuer Trustee is obliged to
issue Definitive Notes under clause 3.4(a) of the Note Trust Deed, this Class A
Note will be exchangeable in whole upon its surrender at the offices of the Note
Registrar as specified in the Note Conditions or notified to Class A Noteholders
from time to time (or such other place as the Note Trustee may agree) for
Definitive Notes and the Issuer Trustee shall execute and procure that the Note
Trustee authenticates and delivers in full exchange for this Class A Note,
Definitive Notes in aggregate principal amount equal to the then Principal
Balance of this Class A Note subject to and in accordance with clause 3.4(b) of
the Note Trust Deed and in accordance with the Agency Agreement. The Issuer
Trustee is not obliged to issue Definitive Notes until 30 days after the
occurrence of an event set out in clause 3.4(a) of the Note Trust Deed. The
Definitive Notes to be issued on that exchange will be in registered form each
in the denomination of US$100,000 or integral multiples thereof.

The Issuer Trustee, in its capacity as trustee of the PUMA Trust, subject to and
in accordance with this Class A Note, the Note Conditions, the Agency Agreement,
the Trust Deed, the Sub-Fund Notice and the Note Trust Deed, promises to pay to
[ ] as the registered holder of this Class A Note, or to registered assigns of
this Class A Note, the principal sum of US$ [ ] (or such part of that amount as
may become repayable under the Note Conditions, the Sub-Fund Notice and the Note
Trust Deed) on such date(s) as that principal sum (or any part of it) becomes
repayable in accordance with the Note Conditions, the Sub-Fund Notice and the
Note Trust Deed and to pay interest in arrear on each Quarterly Payment Date on
the Principal Balance of this Class A Note at rates determined in accordance
with condition 6 of the Note Conditions. If the Issuer Trustee fails to meet its
obligations to issue Definitive Notes, this shall be without prejudice to the
Issuer Trustee's obligations with respect to the Class A Notes under the Note
Trust Deed, the Trust Deed, the Sub-Fund Notice, the Agency Agreement and this
Class A Note.

Payments of interest on this Class A Note due and payable on each Quarterly
Payment Date, together with the installment of principal, if any, shall be
payable in accordance with condition 8.1 of the Note Conditions and the Agency
Agreement. If this Class A Note is a Book-Entry Note such payments will be made
to the nominee of the Depository (initially, such nominee to be Cede & Co.) and
each of the persons appearing from time to time in the records of DTC as the
holder of a beneficial interest in a Class A Note will be entitled to receive
any payment so made in respect of that Class A Note only in accordance with the
respective rules and procedures of DTC. Such persons will have no claim directly
against the Issuer Trustee in respect of payments due on the Class A Notes which
must be made by the holder of this Class A Note, for so long as this Class A
Note is outstanding.

On any payment of principal and/or interest on the Class A Notes details of that
payment shall be endorsed by or on behalf of the Issuer Trustee in the Note
Register and, in the case of payments of principal, the Principal Balance of the
Class A Notes shall be reduced for all purposes by the amount so


                                                                             50.
<PAGE>

paid and endorsed in the Note Register. Any such record shall be prima facie
evidence that the payment in question has been made.

This Class A Note shall not become valid for any purpose unless and until the
Certificate of Authentication attached has been signed by an Authorised Officer
or other duly appointed representatives of the Note Trustee.

This Class A Note is governed by, and shall be construed in accordance with, the
laws of New South Wales, Australia.

If this Class A Note is a Book-Entry Note, this Class A Note is a global note.

IN WITNESS the Issuer Trustee has caused this Class A Note to be signed manually
by a person duly authorised on its behalf

PERPETUAL TRUSTEES AUSTRALIA LIMITED by:



...........................................
Authorised Officer/duly appointed representative

IMPORTANT NOTES:

Neither the Manager nor the Issuer Trustee is under any obligation at any time
to repurchase any Class A Notes from Class A Noteholders.

This Class A Note is not a certificate of title and the Note Register on which
these Class A Notes are registered is the only conclusive evidence of the title
of the abovementioned person to the Class A Notes.

The Issuer Trustee issues this Class A Note only in its role as trustee of the
PUMA Trust. Any obligation or liability of the Issuer Trustee arising under or
in any way connected with the PUMA Trust under the Trust Deed, the Sub-Fund
Notice, the Note Trust Deed, this Class A Note or any other Transaction Document
to which the Issuer Trustee is a party is limited to the extent to which it can
be satisfied out of the assets of the PUMA Trust out of which the Issuer Trustee
is actually indemnified for the obligation or liability. This limitation will
not apply to any obligation or liability of the Issuer Trustee only to the
extent that it is not so satisfied because of any fraud, negligence or wilful
default on the part of the Issuer Trustee. The Issuer Trustee will have no
liability for any act or omission of the Manager or of any other person (other
than a person whose acts or omissions the Issuer Trustee is liable for in
accordance with any Transaction Document).

Transfers of the Class A Notes must be pursuant to the annexed form of
assignment and otherwise in accordance with clause 5 of the Agency Agreement.

None of the Manager or any other member of the Macquarie Bank group or the
Issuer Trustee in its personal capacity or as trustee of any other trust
guarantees the payment or repayment of any principal, interest or other amounts
owing in respect of the Class A Notes.

The Class A Notes do not represent deposits or other liabilities of the Manager
or any other member of the Macquarie Bank group. The holding of the Class A
Notes is subject to investment risk, including possible delays in payment and
loss of income and principal invested. None of the Manager or any other member
of the Macquarie Bank group stand in any way behind the capital value and/or
performance of the Class A Notes, or the assets held by the PUMA Trust.

[There is a risk that, for the purposes of ERISA and the Code, the Class A Notes
may be recharacterised as equity interests in the PUMA Trust after their initial
issuance].


                                                                             51.
<PAGE>

CERTIFICATE OF AUTHENTICATION

This Class A Note is authenticated by The Bank of New York, New York Branch as
Class A Note Trustee and until so authenticated shall not be valid for any
purpose.

THE BANK OF NEW YORK, NEW YORK BRANCH by:



...........................................
Authorised Officer/duly appointed representative

Dated:...........................................


                                                                             52.
<PAGE>

ASSIGNMENT

Social Security or taxpayer I.D., or other identifying number of assignee:

For value received, the undersigned hereby sells, assigns and transfers unto


--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Class A Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Class A Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:                                                                       *
      -----------------------------    --------------------------------------
                                       Signature Guaranteed:



                                       --------------------------------------
                                       Signatures must be guaranteed by an
                                       "eligible guarantor institution" meeting
                                       the requirements of the Note Registrar,
                                       which requirements include membership or
                                       participation in STAMP or such other
                                       "signature guarantee program" as may be
                                       determined by the Note Registrar in
                                       addition to, or in substitution for,
                                       STAMP, all in accordance with the
                                       Securities Exchange Act of 1934, as
                                       amended.

----------
* NOTE: The signatures to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Class A Note in every
particular without alteration, enlargement or any change whatsoever.


                                                                             53.
<PAGE>

ANNEXURE

[Insert completed Note Conditions]



                                                                             54.
<PAGE>

SCHEDULE 2
FORM OF NOTE CONDITIONS



                                                                             55.