<PAGE>

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT
                              DATED AS OF [INSERT]
                                     BETWEEN
        NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) ("PARTY A")
                                       AND
  PERPETUAL TRUSTEES AUSTRALIA LIMITED (ABN 86 000 431 827) IN ITS CAPACITY AS
 TRUSTEE OF THE SECURITISATION FUND KNOWN AS SMHL GLOBAL FUND NO.4 ("PARTY B")
                                       AND
     ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134) IN ITS CAPACITY AS
  MANAGER OF THE SECURITISATION FUND KNOWN AS SMHL GLOBAL FUND NO.4 ("MANAGER")


PART 1. TERMINATION PROVISIONS.


In this Agreement:

(a)  "SPECIFIED ENTITY" is not applicable to Party A and Party B.

(b)  "SPECIFIED TRANSACTION" will not apply.

(c)  "EVENTS OF DEFAULT"

     (i)  Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi), 5(b)(iii)
          and 5(b)(iv) will not apply to Party A or Party B.

     (ii) In Section 5(a), delete paragraph (i) and replace it with the
          following:

          "(i) FAILURE TO PAY OR DELIVER. Failure by the party to make when due
               any payment under this Agreement or delivery under Section
               2(a)(i) or 2(e) required to be made by it if such failure is not
               remedied at or before 10:00am on the tenth Local Business Day
               after the due date;"

    (iii) Section 5(b)(ii) will not apply if Party A is the sole Affected Party
          (subject to Section 6(aa)(iii) of the Agreement, inserted by Part 5(y)
          of this Schedule).

(d)  The "Bankruptcy" provisions of Section 5(a)(vii) are replaced by "An
     Insolvency Event under the Security Trust Deed has occurred in respect of
     Party A (which will be the Defaulting Party) or Party B (which will be the
     Defaulting Party); or". The occurrence of an Insolvency Event under the
     Security Trust Deed in respect of Party B in its personal capacity will not
     constitute an Event of Default PROVIDED that within thirty Local Business
     Days of that occurrence, Party A, Party B and the Manager are able to
     procure the novation of this Agreement and all Transactions to a third
     party in respect of which the Designated Rating Agencies confirm that the
     novation will not cause a reduction or withdrawal of the rating of the
     Notes, and Party A and Party B agree to execute such a novation agreement
     in a form agreed between the parties.

(e)  The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will not apply
     to Party A and will not apply to Party B.

(f)  PAYMENTS ON EARLY TERMINATION for the purpose of Section 6(e) of this
     Agreement:
<PAGE>

     (i)  Market Quotation will apply.
     (ii) The Second Method will apply.

(g)  "TERMINATION CURRENCY" means United States Dollars provided that if an
     amount due in respect of an Early Termination Date will be payable by Party
     B to Party A, the Termination Currency for the purpose of calculating and
     paying that amount is Australian Dollars.

(h)  "ADDITIONAL TERMINATION EVENT" means:

     (i)  Party B becomes obliged to make a withholding or deduction in respect
          of any Class A Notes and the Class A Notes are redeemed as a result
          (and Party B is the Affected Party and, notwithstanding Section
          6(b)(iv) of this Agreement, as a result thereof Party B must, at the
          direction of the Manager, give a notice designating an Early
          Termination Date in respect of this Agreement and all Transactions);

     (ii) An Event of Default (as defined in the Security Trust Deed) occurs and
          the Security Trustee has declared, in accordance with the Security
          Trust Deed, the Class A Notes immediately due and payable (and Party B
          is the Affected Party); and

    (iii) Party A breaches Part 5(w) (and Party A is the Affected Party and,
          notwithstanding Section 6(b)(iv) of the Agreement, as a result thereof
          Party B must, at the direction of the Manager, give a notice
          designating an Early Termination Date in respect of this Agreement and
          all Transactions).

(i)  TRANSFER TO AVOID TERMINATION EVENT. In Section 6(b)(ii), after the words
     "another of its Offices or Affiliates" on the seventh line add "(in respect
     of which the Designated Rating Agencies have given prior written
     confirmation to the Manager that such a transfer will not result in a
     reduction or withdrawal of the rating of the Notes)"


<PAGE>


PART 2.  TAX REPRESENTATIONS.


(a)  PAYER REPRESENTATIONS: For the purpose of Section 3(e), Party A will make
     the following representation and Party B will make the following
     representation:-

     It is not required by any applicable law, as modified by the practice of
     any relevant governmental revenue authority, of any Relevant Jurisdiction
     to make any deduction or withholding for or on account of any Tax from any
     payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

     (i)  the accuracy of any representations made by the other party pursuant
          to Section 3(f);

     (ii) the satisfaction of the agreement of the other party contained in
          Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
          effectiveness of any document provided by the other party pursuant to
          Section 4(a)(i) or 4(a)(iii) of this Agreement; and

    (iii) the satisfaction of the agreement of the other party contained in
          Section 4(d) of this Agreement,

     provided that it shall not be a breach of this representation where
     reliance is placed on clause (ii) and the other party does not deliver a
     form or document under Section 4(a)(iii) of the Agreement by reason of
     material prejudice to its legal or commercial position.

(b)  PAYEE REPRESENTATIONS:

     For the purpose of Section 3(f) of this Agreement, Party A will make the
     following representation and Party B will make the following
     representation:

     It is an Australian resident and does not derive the payments under this
     Agreement in part or whole in carrying on business in a country outside
     Australia at or through a permanent establishment of itself in that
     country. Party B further represents that it is a "foreign trust" for United
     States tax purposes.


<PAGE>


PART 3. DOCUMENTS TO BE DELIVERED.


For the purposes of Section 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents as applicable:-

(a)  Tax forms, documents or certificates to be delivered are:-

     FORM/DOCUMENT/CERTIFICATE: Any document or certificate required or
     requested by Party A or Party B in connection with its obligations under
     this Agreement which would enable that party to make the payment free from
     any deduction or withholding for or on account of Tax or as would reduce
     the rate at which deduction or withholding for or on account of Tax is
     applied to that payment.

     PARTY REQUIRED TO DELIVER DOCUMENT: Party A and Party B.

     DATE BY WHICH TO BE DELIVERED: On the earlier of (a) as soon as reasonably
     practicable following learning that such document or certificate is
     required and (b) as soon as reasonably practicable following a request by
     the other party.

     Each document provided under this paragraph (a) is covered by the
     representation contained in Section 3(d) of this Agreement.

(b)  Other documents to be delivered are:-

<TABLE>
<CAPTION>
         ------------------------ ---------------------------------- --------------------------- --------------------
                                                                                                 COVERED BY SECTION
            PARTY REQUIRED TO                                           DATE BY WHICH TO BE             3(D)
                 DELIVER              FORM/DOCUMENT/CERTIFICATE              DELIVERED             REPRESENTATIONS
         ------------------------ ---------------------------------- --------------------------- --------------------
<S>                                  <C>                                <C>                          <C>
          ------------------------ ---------------------------------- --------------------------- --------------------
         Party A and Party B      A list of authorised signatories   On execution and delivery   Yes
         and the Manager          for the party and evidence         of this Agreement or any
                                  satisfactory in form and           relevant Confirmation and
                                  substance to the other parties     thereafter promptly upon
                                  of the authorised signatories of   any change in authorised
                                  the party to execute this          persons or upon request.
                                  Agreement and each Confirmation
                                  on behalf of each relevant party.
         ------------------------ ---------------------------------- --------------------------- --------------------
        Party B and the Manager   Copies of any reports or           Upon reasonable request     Yes
                                  accounts relating to the           by Party A subject to not
                                  Securitisation Fund that are       being obliged to deliver
                                  produced for (a) distribution to   any document if to do so
                                  the investors in the Class A       would breach or infringe
                                  Notes, or (b) presentation to      any law or legally
                                  the Board of Directors of the      binding obligation or
                                  Manager and such other             restraint.
                                  information in the Manager's
                                  control regarding the financial
                                  condition and business
                                  operations of the Securitisation
                                  Fund as Party A may reasonably
                                  require.
         ------------------------ ---------------------------------- --------------------------- --------------------
         Party B and the Manager  Legal opinions as to the           Promptly after entering     Yes
                                  validity and enforceability of     into this
         ------------------------ ---------------------------------- --------------------------- --------------------
<PAGE>

         ------------------------ ---------------------------------- --------------------------- --------------------
                                  the obligations of Party B and     Agreement, in the form
                                  the Manager under this             previously agreed with
                                  Agreement, the Master Trust        the other parties.
                                  Deed, the Security Trust Deed
                                  and the Class A Notes in form
                                  and substance and issued by
                                  legal counsel reasonably
                                  acceptable to Party A.
         ------------------------ ---------------------------------- --------------------------- --------------------
         Party A                  A legal opinion as to the          Promptly after entering     Yes
                                  validity and enforceability of     into this agreement.
                                  the obligations of Party A under
                                  this Agreement issued by legal
                                  counsel to Party A.
         ------------------------ ---------------------------------- --------------------------- --------------------
         Manager                  Copies (certified to be true       On execution and delivery   Yes
                                  copies by an authorised            of this Agreement.
                                  signatory of the Manager) of the
                                  Master Trust Deed, the Note
                                  Trust Deed, the Security Trust
                                  Deed and the Supplementary Bond
                                  Terms Notice.
         ------------------------ ---------------------------------- --------------------------- --------------------
         Manager                  A copy (certified to be a true     Promptly upon any such      Yes
                                  copy by an authorised signatory    document becoming
                                  of the Manager) of any document    effective in accordance
                                  amending or varying the terms of   with its terms.
                                  the Master Trust Deed or the
                                  Security Trust Deed.
         ------------------------ ---------------------------------- --------------------------- --------------------
</TABLE>

<PAGE>


PART 4 - MISCELLANEOUS


(a)  ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement:-

     (i)  All notices to Party A under this Agreement shall be sent to:

          National Australia Bank Limited
          Level 11
          120 Spencer Street
          MELBOURNE   VIC   3000


          Attention:             Manager, Documentation
          Telephone:             61-3-8614-0810
          Facsimile:             61-3-8614-0073


     (ii) All notices to Party B under this Agreement shall be sent to:

          Perpetual Trustees Australia Limited
          Level 7
          39 Hunter Street
          SYDNEY   NSW   2000


          Attention:             Manager, Securitisation Services
          Telephone:             61-2-9229-9000
          Facsimile:             61-2-9221-7870

    (iii) All notices to the Manager under this Agreement shall be sent to:

         ME Portfolio Management Limited
         Level 23
         360 Collins Street
         MELBOURNE   VIC   3000


         Attention:              The Manager, Treasury Operations Administration
         Telephone:              61-3-9605-6000
         Facsimile:              61-3-9605-6200


(b)  PROCESS AGENT. For the purpose of Section 13(c):

     Party A appoints as its Process Agent - not applicable.
     Party B appoints as its Process Agent - not applicable.

(c)  OFFICES. The provisions of Section 10(a) will not apply to this Agreement.

(d)  MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:-

     Party A is not a Multibranch Party.
<PAGE>

     Party B is not a Multibranch Party.

(e)  CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
     specified in a Confirmation in relation to the relevant Transaction.

(f)  CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-

     In relation to Party A: None.

     In relation to Party B: Security Trust Deed

(g)  CREDIT SUPPORT PROVIDER.

     Credit Support Provider means in relation to Party A:- Not Applicable.

     Credit Support Provider in relation to Party B: - Not Applicable

(h)  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the laws in force in the State of New South Wales and each
     party submits to the non-exclusive jurisdiction of the Courts of the State
     of New South Wales and the courts of appeal from them.

(i)  NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
     will not apply to the following Transactions or group of Transactions (in
     each case starting from the date of this Agreement).

     All Transactions being of the same type and which have been entered into
     through the same Office of Party A.

(j)  "AFFILIATE" will have the meaning specified in Section 14 of this
     Agreement. For the purposes of Section 3(c), each of Party A, Party B and
     the Manager are deemed not to have any Affliliates.


<PAGE>


PART 5. OTHER PROVISIONS.


(a)  In Section 2(a)(i) add the following sentence:

     "Each payment will be by way of exchange for the corresponding payment or
     payments payable by the other party."

(b)  In Section 2(a)(ii) insert the following immediately after the words
     "freely transferable funds":

     ", free of any set-off, counterclaim, deduction or withholding (except as
     expressly provided in this Agreement)".

(c)  Insert new Sections 2(a)(iv) and (v) immediately after Section 2(a)(iii) as
     follows:

     "(iv) The condition precedent in Section 2(a)(iii)(1) does not apply to a
           payment due to be made by a party if it has satisfied all its payment
           obligations under Section 2(a)(i) of this Agreement and has no future
           payment obligations, whether absolute or contingent under Section
           2(a)(i).

     (v)   Where:

          (1)  payments are due pursuant to Section 2(a)(i) by Party A to Party
               B (THE "PARTY A PAYMENT") and by Party B to Party A (the "PARTY B
               PAYMENT") on the same day; and

          (2)  the Security Trust Deed applicable to Party B's obligations and
               entitlement referred to in Section 2(a)(v)(1) has become, and
               remains at the time, enforceable,

          then Party A's obligation to make the Party A Payment will be subject
          to the condition precedent (which will be an "applicable condition
          precedent" for the purpose of Section 2(a)(iii)(3)) that Party A first
          receives either:

          (3)  the Party B Payment; or

          (4)  confirmation from Party B's bank that it holds irrevocable
               instructions to effect payment of the Party B Payment and that
               funds are available to make that payment."

(d)  Add the following new sentence to Section 2(b):

     "Each new account so designated shall be in same tax jurisdiction as the
     original account."

(e)  Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert the
     following words instead:

     "if and only if X is Party A and".

(f)  In Section 2(d)(ii) insert the words "(if and only if Y is Party A)" after
     the word "then" at the beginning of the last paragraph. Party B will have
     no obligation to pay any amount to Party A under Section 2(d)(ii), and may
     make any payment under or in connection with this Agreement net of any
     deduction or withholding referred to in Section 2(d)(i).
<PAGE>

(g)  Section 3(a)(v) of this Agreement is modified by adding in the fourth line
     thereof the words "including without limitation in the case of Party A
     being an authorised deposit taking institution authorised to carry on
     banking business in the Commonwealth of Australia, Subsection 13A(3) of the
     Banking Act 1959 (Cth) and Section 86 of the Reserve Bank Act 1959 (Cth) or
     any amending or replacement legislation as may be in effect" after the word
     "generally".

(h)  In the third line of Section 3(c), insert "materially" before the word
     "affect".

(i)  Insert new Sections 3(g), 3(h) and 3(i) immediately after Section 3(f) as
     follows:

     "(g) NON ASSIGNMENT. It has not assigned (whether absolutely, in equity or
     otherwise) or declared any trust or given any charge over any of its rights
     under this Agreement or any Transaction (other than, in respect of Party B,
     the Securitisation Fund created pursuant to the Master Trust Deed and the
     charge given pursuant to the Security Trust Deed).

     (h)  RELATIONSHIP BETWEEN PARTIES

          Each party will be deemed to represent to the other party on the date
          on which it enters into a Transaction that (absent a written agreement
          between the parties that expressly imposes affirmative obligations to
          the contrary for that Transaction):-

          (i)  NON-RELIANCE. It is acting for its own account (or, in the case
               of Party B, as trustee of the Securitisation Fund), and has made
               its own independent decision to enter into that Transaction and
               as to whether that Transaction is appropriate or proper for it
               based upon its own judgment and in the case of Party B, on the
               judgement of the Manager, upon advice from such advisers as it
               has deemed necessary. It is not relying on any communication
               (written or oral) of the other party as investment advice or as a
               recommendation to enter into that Transaction; it being
               understood that information and explanations related to the terms
               and conditions of a Transaction shall not be considered
               investment advice or a recommendation to enter into that
               Transaction. No communication (written or oral) received from the
               other party shall be deemed to be an assurance or guarantee as to
               the expected results of that Transaction.

          (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
               merits of and understanding (on its own behalf or through
               independent professional advice), and understands and accepts,
               the terms, conditions and risks of that Transaction. It is also
               capable of assuming, and assumes, the risks of that Transaction.

         (iii) STATUS OF PARTIES. The other party is not acting as a fiduciary
               for or as an adviser to it in respect of that Transaction.

     (i)  SECURITISATION FUND. Party B represents to Party A, in respect of
          Party B only (which representations will be deemed to be repeated by
          Party B on each date on which a Transaction is entered into) that:

          (i)  SECURISATION FUND VALIDLY CREATED. The Securitisation Fund has
               been validly created and is in existence at the date of this
               Agreement and each Transaction.
<PAGE>

          (ii) SOLE TRUSTEE. It has been validly appointed as trustee of the
               Securitisation Fund and is presently the sole trustee of the
               Securitisation Fund.

         (iii) NO PROCEEDINGS TO REMOVE. No notice has been given to it and to
               its knowledge no resolution has been passed, or direction or
               notice has been given, removing it as trustee of the
               Securitisation Fund.

          (iv) POWER. It has power to enter into this Agreement and the Security
               Trust Deed in its capacity as trustee of the Securitisation Fund.

          (v)  GOOD TITLE. It is the legal owner of the assets of the
               Securitisation Fund and has the power under the Master Trust Deed
               to mortgage or charge them in the manner provided in the Security
               Trust Deed and those assets are free from all other prior
               encumbrances except for the Prior Interest."

(j)  In Section 4, add the following new paragraph immediately after Section
     4(e):

     "(f) CONTRACTING AS PRINCIPAL. Party A will enter into each Transaction as
          principal and not otherwise and, subject to Section 15, Party B will
          enter into each Transaction in its capacity as trustee of the
          Securitisation Fund and not otherwise."

(k)  In Section 6(d)(i) in the seventh line, insert "in the absence of manifest
     error" after the word "evidence".

(l)  CONFIRMATIONS. For the purposes of Section 9(e)(ii), Party A will, on or
     promptly after the relevant Trade Date, send the Manager a confirmation
     confirming that Transaction and the Manager and Party B must (either itself
     or through the Manager) promptly then confirm the accuracy of and sign and
     return, or request the correction of the Confirmation. Notwithstanding the
     provisions of Section 9(e)(ii), each Confirmation in respect of a
     Transaction which is confirmed by electronic messaging system, an exchange
     of telexes or an exchange of facsimiles will be further evidenced by an
     original Confirmation signed by the parties, however any failure to sign an
     original Confirmation will not affect the validity or enforcement of any
     Transaction.

(m)  In Section 6(e), delete the sentence "The amount, if any, payable in
     respect of an Early Termination Date and determined pursuant to this
     Section will be subject to any Set-off.", at the end of the first
     paragraph.

(n)  In Section 12:

     (i)  insert the words "and settlement instructions requiring payment to an
          entity other than the original counterparty" after the words "Section
          5 or 6" in line 2.

     (ii) replace Section 12(a)(iii) with:

        "(iii) if sent by facsimile transmission, on the date a transmission
               report is produced by the machine from which the facsimile was
               sent which indicates that the facsimile was sent in its entirety
               to the facsimile number of the recipient notified for the
               purposes of this Section unless the recipient notifies the sender
               within one Local Business Day of the facsimile being sent that
               the facsimile was not received in its entirety and in legible
               form;"

    (iii) insert a new paragraph (vi) in Section 12(a) immediately after
          Section 12(a)(v) as follows:
<PAGE>

         "(vi) if sent by ordinary mail, on the third (seventh, if posted to or
               from a place outside Australia) day after posting."

(o)  DEFINITIONS AND INTERPRETATION

     (i)  Section 14 of the Agreement is modified by inserting the following new
          definitions:

          "MASTER TRUST DEED" means the Master Trust Deed dated 4 July 1994 as
          amended between Party B and the Manager.

          "RELEVANT SWAP TRANSACTION" means in relation to the Class A Notes,
          each Transaction which is a Currency Swap for Class A Notes only.

          "SECURITY TRUST DEED" means the Security Trust Deed dated on or about
          the date of this Agreement between Party B as issuing trustee, ME
          Portfolio Management Limited as manager, Perpetual Trustee Company
          Limited as security trustee and Bank of New York as note trustee.

          The definition of "Local Business Day" is replaced with the following:

          "LOCAL BUSINESS DAY" has the same meaning as Business Day.

     (ii) Each of the following expressions has the meaning given to them in the
          Master Trust Deed and the Security Trust Deed (as the case may be):

          "CHARGED PROPERTY"
          "CURRENCY SWAP"
          "DESIGNATED RATING AGENCY"
          "EXPENSE"
          "EXTRAORDINARY RESOLUTION"
          "NOTE TRUSTEE"
          "NOTE TRUST DEED"
          "OUTSTANDING PRINCIPAL BALANCE"
          "PRIOR INTEREST"
          "SECURED CREDITOR"
          "SECURED DOCUMENT"
          "SECURED MONEYS"
          "SECURITISATION FUND"
          "SUPPLEMENTARY BOND TERMS NOTICE"
          "WILFUL DEFAULT"

          The expressions "CLASS A NOTES", "CLASS A NOTEHOLDER", "INVESTED
          AMOUNT" and "NOTES" have the meanings given to them in the
          Supplementary Bond Terms Notice.

    (iii) Unless defined in this Agreement, words and phrases defined in the
          Master Trust Deed, the Security Trust Deed and the Supplementary Bond
          Terms Notice (each in the form as at the date of this Agreement) have
          the same meaning in this Agreement. Where there is any inconsistency
          in a definition between this Agreement (on the one hand) and the
          Master Trust Deed, Security Trust Deed or the Supplementary Bond Terms
          Notice (on the other hand), this Agreement prevails. Where words or
          phrases used but not defined in this Agreement are defined in the
          Master Trust Deed in relation to a Securitisation Fund (as defined in
          the Master Trust Deed) such words or
<PAGE>

          phrases are to be construed in this Agreement, where necessary, as
          being used only in relation to the Securitisation Fund (as defined in
          the Supplementary Bond Terms Notice).

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

(p)  MASTER TRUST DEED AND SECURITY TRUST DEED. The parties acknowledge for the
     purposes of the Master Trust Deed and Security Trust Deed that:

     (i)  this Agreement and all Transactions under this Agreement are Secured
          Documents;

     (ii) Party A is a Secured Creditor; and

    (iii) all of the obligations of Party B under this Agreement and any/all
          Transactions under it are Secured Moneys.

(q)  ISDA DEFINITIONS. This Agreement, each Confirmation and each Transaction
     are subject to the 2000 ISDA Definitions (as published by the International
     Swaps and Derivatives Association, Inc) (the "ISDA Definitions"), and will
     be governed in all respects by any provisions set forth in the ISDA
     Definitions, without regard to any amendments to the ISDA Definitions made
     after the date of this Agreement. The ISDA Definitions are incorporated by
     reference in, and shall be deemed to be part of, this Agreement and each
     Confirmation.

(r)  INCONSISTENCY. In the event of any inconsistency between any two or more of
     the following documents in respect of a Transaction, they will take
     precedence over each other in the following descending order in respect of
     that Transaction:

     (i)   any Confirmation;
     (ii)  the Schedule to the Agreement;
     (iii) the other provisions of the Agreement;
     (iv)  the ISDA Definitions.

(s)  Any reference to a:

     (i)  "SWAP TRANSACTION" in the ISDA Definitions is deemed to be a reference
          to a "Transaction" for the purpose of interpreting this Agreement or
          any Confirmation; and

     (ii) "TRANSACTION" in this Agreement or any Confirmation is deemed to be a
          reference to a "Swap Transaction" for the purpose of interpreting the
          ISDA Definitions.

(t)  New Sections 15, 16 and 17 are inserted immediately after Section 14 as
     follows:

     "15. CAPACITY OF PARTY B AND THE MANAGER

          (a)  Party B enters into this Agreement only in its capacity as
               trustee of the Securitisation Fund under the Master Trust Deed
               and in no other capacity. A liability incurred by Party B arising
               under or in connection with
<PAGE>

               this Agreement is limited to and can be enforced against Party B
               only to the extent to which it can be satisfied out of the
               property of the Securitisation Fund which Party B is actually
               indemnified for the liability. This limitation of Party B's
               liability applies despite any other provision of this Agreement
               other than Section 15(c) and extends to all liabilities and
               obligations of Party B in any way connected with any
               representation, warranty, conduct, omission, agreement or
               transaction related to this Agreement.

          (b)  The parties other than Party B may not sue Party B (in respect of
               liabilities incurred by Party B in its capacity as trustee of the
               Securitisation Fund) in any capacity other than as trustee of the
               Securitisation Fund including seeking the appointment of a
               receiver (except in relation to property of the Securitisation
               Fund), a liquidator, an administrator or any similar person to
               Party B or prove in any liquidation, administration or
               arrangement of or affecting Party B (except in relation to the
               property of the Securitisation Fund).

          (c)  The provisions of this Section 15 shall not apply to any
               obligation or liability of Party B except to the extent that it
               is not satisfied because under the Master Trust Deed or by
               operation of law there is a reduction in the extent of Party B's
               indemnification out of the assets of the Securitisation Fund, as
               a result of Party B's fraud, negligence or Wilful Default

          (d)  It is acknowledged that the Manager is responsible under the
               Master Trust Deed for performing a variety of obligations
               relating to the Securitisation Fund, including under this
               Agreement. No act or omission of Party B (including any related
               failure to satisfy its obligations or breach of representation or
               warranty under this Agreement) will be considered fraud,
               negligence or Wilful Default of Party B for the purposes of
               paragraph (c) of this Section 15 to the extent to which the act
               or omission was caused or contributed to by any failure by the
               Manager or any other person to fulfil its obligations relating to
               the Securitisation Fund or by any other act or omission of the
               Manager or any other person.

          (e)  Party B is not obliged to do or refrain from doing anything under
               this Agreement (including incurring any liability) unless Party
               B's liability is limited in the same manner set out in paragraphs
               (a) to (c) of this Section 15.

     16.  REPLACEMENT CURRENCY SWAP

          (a)  If this Agreement or any Transaction under this Agreement which
               is a currency swap is terminated prior to the day upon which the
               Class A Notes are redeemed in full, Party B must, subject to
               paragraph (b), at the direction of the Manager, enter into one or
               more currency swaps which replace the Transactions under this
               Agreement (collectively, a "REPLACEMENT CURRENCY SWAP") but only
               under the following conditions:

               (i)  the amount payable under Section 6(e) (if any) by Party B to
                    Party A upon termination of this Agreement or any
                    Transaction will be paid in full when due in accordance with
                    the Supplementary Bond Terms Notice and this Agreement;
<PAGE>

               (ii) the Designated Rating Agencies confirm in writing that the
                    entry into the Replacement Currency Swap by Party B will not
                    cause a reduction or withdrawal of the ratings of the Notes;
                    and

              (iii) the liability of Party B under the Replacement Currency
                    Swap is limited to at least the same extent that its
                    liability is limited under that Transaction.

          (b)  If the conditions in Section 16(a) are satisfied, Party B must,
               provided it is satisfied with the terms of the Replacement
               Currency Swap, acting reasonably and considering the interests of
               the Class A Noteholders, at the direction of the Manager, enter
               into the Replacement Currency Swap and if the amount calculated
               to be payable under Section 6(e) ("TOTAL SETTLEMENT AMOUNT") is
               payable by Party B to Party A upon termination of the Transaction
               referred to in Section 16(a), Party B must direct the Replacement
               Currency Swap provider to pay any upfront premium to enter into
               the Replacement Currency Swap due to Party B directly to Party A
               in satisfaction of and to the extent of Party B's obligation to
               pay the Total Settlement Amount to Party A, and to the extent
               such premium is not greater than or equal to the Total Settlement
               Amount, the balance may be satisfied by Party B as an Expense of
               the Securitisation Fund.

          (c)  If Party B enters into a Replacement Currency Swap pursuant to
               Section 16(a) and a Total Settlement Amount is payable by Party A
               to Party B upon termination of the Transaction referred to in
               Section 16(a), Party B must direct Party A to pay that amount to
               the Replacement Currency Swap provider in satisfaction of or
               towards and to the extent of Party B's obligations (if any) to an
               upfront premium to the Replacement Currency Swap provider to
               enter into the Replacement Currency Swap in satisfaction of and
               to the extent of Party A's obligation to pay that party of the
               amount payable under Section 6(e) to Party B.

     17.  SEGREGATION

          The liability of Party B under this Agreement is several and is
          separate in respect of each Relevant Swap Transaction. The failure of
          Party B to perform its obligations in respect of any relevant Swap
          Transaction does not release Party B from its obligations under this
          Agreement or under any other Relevant Swap Transaction in respect of
          any other Class A Notes issued by Party B. Nothing in this Agreement
          affects the respective priority rankings of claims against the Charged
          Property under the Security Trust Deed. Without limiting the
          generality of the foregoing, the provisions of this Agreement have
          effect separately and severally in respect of each Relevant Swap
          Transaction and are enforceable by or against Party B as though a
          separate agreement applied between Party A, Party B and the Manager
          for each Relevant Swap Transaction, so that (among other things):

          (i)  this Agreement together with each Confirmation relating to a
               Relevant Swap Transaction will form single separate agreement
               between Party A, Party B and the Manager and references to the
               respective obligations (including references to payment
               obligations generally and in the context of provisions for the
               netting of payments and the calculation of amounts due on early
               termination) of Party A, Party B and the Manager shall be
               construed accordingly as a several reference to each mutual set
               of obligations arising
<PAGE>

               under each such separate agreement between Party A, Party B and
               the Manager;

          (ii) representations made and agreements entered into by the parties
               under this Agreement are made and entered into separately and
               severally in respect of each Relevant Swap Transaction and may be
               enforced separately and severally in respect of each Relevant
               Swap Transaction;

         (iii) rights of termination, and obligations and entitlements
               consequent upon termination, only accrue to Party A against Party
               B separately and severally in respect of each Relevant Swap
               Transaction, and only accrue to Party B against Party A
               separately and severally in respect of each Relevant Swap
               Transaction; and

          (iv) the occurrence of an Event of Default or Termination Event in
               respect of a Relevant Swap Transaction does not in itself
               constitute an Event of Default or Termination Event in respect of
               any other Relevant Swap Transaction."

(u)  TELEPHONE RECORDING. Each party:

     (i)  consents to the electronic recording of its telephone conversations
          with the other party (or any of its associated persons) with or
          without the use of an automated warning device;

     (ii) will provide transcripts of such recordings (if any) upon reasonable
          request by the other party (at the reasonable cost of the party
          requesting);

    (iii) acknowledges that such recordings and transcripts can be used as
          evidence by another party in any dispute between them; and

     (iv) acknowledges that no party is obligated to maintain copies of such
          recordings and transcripts for the benefit of the other party.

(v)  APPOINTMENT OF MANAGER. Party A acknowledges that under the Master Trust
     Deed Party B has appointed the Manager as manager of the Securitisation
     Fund with the powers set out in, and upon and subject to the terms of, the
     Master Trust Deed. Accordingly, subject to the terms of the Master Trust
     Deed, the Manager:

     (i)  may arrange, enter into, and monitor Transactions, execute
          Confirmations and exercise all other rights and powers of Party B
          under this Agreement; and

     (ii) without limiting the generality of the foregoing, the Manager shall
          issue and receive, on behalf of Party B all notices, Confirmations,
          certificates and other communications to Party A under this Agreement.

(w)  RATINGS DOWNGRADE

     (i)  In the event that the unsecured and unsubordinated debt obligations of
          Party A (or any applicable assignee or its guarantor) shall have (1) a
          short-term credit rating of less than A-1+ by S&P, or (2) a long-term
          credit rating of less than A2 by Moody's and a short-term credit
          rating of less than P-1 by Moody's, or (3) a long-term credit rating
          of less than AA- by Fitch Ratings and a short-term credit rating of
          less than F1+ by Fitch Ratings and Party B does not receive written
          affirmation of the then current rating of the Notes; or
<PAGE>

     (ii) in the event that the Commonwealth of Australia's foreign currency
          rating shall have a long-term credit rating of less than AA- by Fitch
          Ratings and a short-term credit rating of less than F1+ by Fitch
          Ratings and Party B does not receive written affirmation of the then
          current rating of the Notes,

     THEN Party A shall immediately notify the Designated Rating Agencies and
     Party B and within 5 Local Business Days (or 30 Local Business Days if the
     downgrade is to no less than A-1 (S&P short-term) and A3 (Moody's
     long-term) and A- (Fitch Ratings long-term) and F1 (Fitch Ratings
     short-term) of such downgrade (unless during this period, Party A and Party
     B receive written confirmation from S&P, Moody's and Fitch Ratings that
     such downgrade would not result in the Notes being downgraded) at its cost
     either:

          (A)  if a downgrade in respect of either or each of Part 5(w)(i) or
               Part 5(w)(ii) has occurred, put in place an appropriate
               mark-to-market collateral agreement (consisting of either cash or
               securities) which may be based either on S&P's New Interest Rate
               and Currency Swap Criteria published in January 1999 (as may be
               amended from time to time) or on any other agreement reached
               between the parties, in support of its obligations under the
               Agreement PROVIDED that Party A and Party B receive prior written
               confirmation from S&P, Moody's and Fitch Ratings that the rating
               assigned to the Notes then outstanding by S&P, Moody's and Fitch
               Ratings is not adversely affected by the downgrade following such
               collateral arrangements being put in place.

               If collateral is lodged under this sub-paragraph (A), the parties
               must execute an amending agreement incorporating into this
               Agreement the 1995 ISDA Credit Support Annex (Bilateral Form -
               Transfer), and until executed the 1995 ISDA Credit Support Annex
               will be taken to supplement and form part of this Agreement and
               any collateral lodged under this sub-paragraph (A) is subject to
               its terms as if the Credit Support Annex were incorporated into
               this Agreement (but without any Paragraph 11 other than as
               necessary to give effect to the obligations described in this
               sub-paragraph (A) prior to the lodgement of such collateral; or

          (B)  transfer all its rights and obligations with respect to this
               Agreement to:

               (i)  if a downgrade in respect of Part 5(w)(i) alone has
                    occurred, a replacement third party whose unsecured and
                    unsubordinated debt obligations have (1) a short-term credit
                    rating of at least A-1+ by S&P, and (2) a long-term credit
                    rating of at least A2 by Moody's and a short-term credit
                    rating of at least P-1 by Moody's, and (3) a long-term
                    credit rating of at least AA- by Fitch Ratings and a
                    short-term credit rating of at least F1+ by Fitch Ratings;
                    or

               (ii) if a downgrade in respect of Part 5(w)(ii) alone has
                    occurred, a replacement third party whose country of
                    domicile shall have a foreign currency rating assigned by
                    Fitch Ratings of at least AA- long-term and F1+ short-term,
                    PROVIDED that the replacement third party is acceptable to
                    each Designated Rating Agency; or

              (iii) if each of the downgrades in respect of Part 5(w)(i) and
                    Part 5(w)(ii) have occurred, a replacement third party
                    whose:

                    (a)  unsecured and unsubordinated debt obligations have (1)
                         a short-term credit rating of at least A-1+ by S&P, and
                         (2) a long-term
<PAGE>

                         credit rating of at least A2 by Moody's and a
                         short-term credit rating of at least P-1 by Moody's,
                         and (3) a long-term credit rating of at least AA- by
                         Fitch Ratings and a short-term credit rating of at
                         least F1+ by Fitch Ratings; and

                    (b)  country of domicile has a foreign currency rating
                         assigned by Fitch Ratings of at least AA- a long-term
                         and F1+ short-term; or

          (C)  procure that its obligations with respect to this Agreement are
               guaranteed by:

               (i)  if a downgrade in respect of Part 5(w)(i) alone has
                    occurred, a replacement third party whose unsecured and
                    unsubordinated debt obligations have (1) a short-term credit
                    rating of at least A-1+ by S&P, and (2) a long-term credit
                    rating of at least A2 by Moody's and a short-term credit
                    rating of at least P-1 by Moody's, and (3) a long-term
                    credit rating of at least AA- by Fitch Ratings and a
                    short-term credit rating of at least F1+ by Fitch Ratings;
                    or

               (ii) if a downgrade in respect of Part 5(w)(ii) alone has
                    occurred, a replacement third party whose country of
                    domicile shall have a foreign currency rating assigned by
                    Fitch Ratings of at least AA- long-term and F1+ short-term,
                    PROVIDED that the replacement third party is acceptable to
                    each Designated Rating Agency; or

              (iii) if each of the downgrades in respect of Part 5(w)(i) and
                    Part 5(w)(ii) have occurred, a replacement third party
                    whose:

                    (a)  unsecured and unsubordinated debt obligations have (1)
                         a short-term credit rating of at least A-1+ by S&P, and
                         (2) a long-term credit rating of at least A2 by Moody's
                         and a short-term credit rating of at least P-1 by
                         Moody's, and (3) a long-term credit rating of at least
                         AA- by Fitch Ratings and a short-term credit rating of
                         at least F1+ by Fitch Ratings; and

                    (b)  country of domicile has a foreign currency rating
                         assigned by Fitch Ratings of at least AA- long-term and
                         F1+ short-term; or

          (D)  enter into such other arrangements which each Designated Rating
               Agency has confirmed will not result in there being a withdrawal
               or downgrade of any credit rating assigned by it to the Notes.

(iii) Where Party A transfers its rights and obligations to a replacement
     counterparty in accordance with Part 5(w)(i)(B) or 5(w)(ii)(B), the
     Trustee, at the direction of the Manager, and each other party to this
     Agreement shall do all things reasonably necessary at the cost of Party A
     to novate the relevant rights and obligations to the replacement
     counterparty.

(iv) If, at any time, Party A's obligations under this Agreement are transferred
     in accordance with Part 5(w)(i)(B) or 5(w)(ii)(B), Party A shall be
     immediately entitled to any collateral which it has provided under any
     collateral agreement contemplated by Part 5(w)(i)(A) or 5(w)(ii)(A) (less
     any amount withdrawn in accordance with sub-paragraph (v) below).

(v)  Party B may only make withdrawals from any account into which collateral is
     provided by Party A (the COLLATERAL ACCOUNT) if directed to do so by the
     Manager and then only for the purpose of:
<PAGE>

               (A)  transferring obligations under this Agreement in accordance
                    with Part 5(w)(i)(B) or 5(w)(ii)(B) (including the costs of
                    obtaining a replacement counterparty);

               (B)  refunding to Party A any excess in the amount of any
                    collateral deposited to the Collateral Account over the
                    amount Party A is required to maintain under any collateral
                    agreement contemplated by Part 5(w)(i)(A) or 5(w)(ii)(A);

               (C)  withdrawing any amount which has been incorrectly deposited
                    into the Collateral Account;

               (D)  paying bank accounts debit tax or other equivalent Taxes
                    payable in respect of the Collateral Account; or

               (E)  funding the amount of any payment due to be made by Party A
                    under this Agreement following the failure by Party A to
                    make that payment.

               The Manager must direct Party B to, and Party B must, refund or
               pay to Party A the amount of any payment which may be made to
               Party A under Part 5(w)(v)(B) or 5(w)(v)(C) as soon as such
               refund or payment is possible.

          (vi) All interest on the Collateral Account will accrue and be payable
               monthly to Party A providing the amount deposited to the
               Collateral Account is not less than the amount Party A is
               required to maintain under the collateral agreement contemplated
               by Part 5(w)(i)(A) or 5(w)(ii)(A)."

     (x)  EXCHANGE CONTROLS

          Section 5(b)(i) (ILLEGALITY) is amended by adding the following
          paragraph at the end:-

          "This sub-paragraph (i) does not apply to the imposition by the
          Australian government or any agency of the Australian government of
          any exchange control restrictions or prohibitions ("EXCHANGE
          CONTROLS")." For the avoidance of doubt:

          (A)  exchange controls do not constitute an Illegality or other
               Termination Event or an Event of Default under this Agreement,
               and do not entitle a party to terminate a Transaction or
               otherwise refuse to make any payments it is obliged to make under
               a Transaction: and

          (B)  if and for so long as exchange controls are imposed, delivery by
               Party B of Australian dollar amounts required to be paid by it
               under any relevant Confirmation to the bank account in Australia
               notified in writing by Party A to Party B from time to time
               specified in that Confirmation will constitute proper payment of
               those amounts by Party B and Party A's obligations under this
               Agreement will be unaffected by any such exchange controls."

     (y)  Add a new Section 6(aa) as follows:

          "(aa) RESTRICTED TERMINATION RIGHTS

               (i)  TERMINATION BY PARTY B: Party B must not designate an Early
                    Termination Date without the prior written consent of the
                    Note Trustee.

               (ii) CONSULTATION REGARDING TIMING: Each party may only designate
                    an Early Termination Date following prior consultation with
                    the other parties as to the
<PAGE>

                    timing of the Early Termination Date. Subject to Party B's
                    duties under the Master Trust Deed and the Supplementary
                    Bond Terms Notice, Party B may exercise its rights only on
                    the instructions of the Note Trustee and only after
                    consultation between Party A, Party B, the Manager and the
                    Note Trustee.

              (iii) PARTY A'S LIMITED RIGHTS IN RELATION TO A TAX EVENT:

                    (a)  Notwithstanding Part 1(c)(ii) of this Schedule, Party A
                         may designate an Early Termination Date if it is an
                         Affected Party following a Tax Event but only if the
                         Note Trustee has confirmed that the Class A Notes will
                         be redeemed at the full amount of the Invested Amount
                         (or, if the Class A Noteholders by Extraordinary
                         Resolution have so agreed; at a lesser amount) together
                         with accrued interest to (but excluding) the date of
                         the redemption.

                    (b)  If a Tax Event occurs where Party A is the Affected
                         Party and Party A is unable to transfer all its rights
                         and obligations under this Agreement and each
                         Transaction to an Affiliate pursuant to Section
                         6(b)(ii), Party A may, at its cost, transfer all its
                         rights, powers and privileges and all its unperformed
                         and future obligations under this Agreement and each
                         Transaction to any person provided that:

                         (A)  each Designated Rating Agency has confirmed in
                              writing that the transfer will not result in a
                              reduction, qualification or withdrawal of the
                              credit ratings then assigned by them to the
                              relevant Class A Notes.

               (iv) TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any payment by
                    Party B to Party A under this Agreement is, or is likely to
                    be, made subject to any deduction or withholding on account
                    of Tax, Party B will endeavour to procure the substitution
                    as principal obligor under this Agreement in respect of each
                    Affected Transaction of a replacement Party B incorporated
                    in another jurisdiction approved by Party A and the Note
                    Trustee and in respect of which the Designated Rating
                    Agencies confirm that the substitution will not cause a
                    reduction or withdrawal of the rating of the Class A Notes."

(z)  TRANSFER. A new paragraph (c) is added to Section 7 as follows:

     "a party may make such a transfer under, or in accordance with, this
     Agreement."

     and the full stop at the end of paragraph (b) is replaced with "; and".

(aa) PARTY B'S PAYMENT INSTRUCTIONS. Party B irrevocably authorises and
     instructs Party A to make payment of:

     (i)  the "Initial Exchange Amount" payable by Party A under a currency swap
          transaction by paying that amount direct to the account notified in
          writing by Party B to Party A for that purpose; and

     (ii) any other amount due from Party A to Party B under this Agreement by
          paying that amount direct to the Principal Paying Agent to the account
          outside Australia notified in writing by the Principal Paying Agent to
          Party A for that purpose. Party A is entitled to rely on any such
          notice.
<PAGE>

(ab)     NO AMENDMENT. Each of Party B and the Manager agrees that it will not
         consent to any amendment to any provision in any Transaction Document
         dealing with the ranking, priority or entitlement of Party A in respect
         of any security or moneys without the prior written consent of Party A.