EXHIBIT 99(cc)

                   ------------------------------------------
                             DATED 24 FEBRUARY 1999

                               SECURITY TRUST DEED
                       TU Australia Holdings (AGP) Pty Ltd
                       TU Australia Holdings No. 1 Limited
                       TU Australia Holdings No. 2 Limited
                                ("CORE BORROWER")
                          TU Australia Holdings Pty Ltd
                               TUA (No. 8) Pty Ltd
                               TUA (No. 9) Pty Ltd
                                  ("GUARANTOR")
                        Texas Utilities Australia Pty Ltd
                                     ("TUA")
                              TUA (No. 10) Pty Ltd
                              TUA (No. 11) Pty Ltd
                                  ("PURCHASER")
                             Eastern Energy Limited
                                   ("EASTERN")
                             Texas Utilities Company
                                    ("TEXAS")
                                 Citibank, N.A.
                              ("JUNIOR FINANCIER")
                         National Australia Bank Limited
                                    ("AGENT")
                         National Australia Bank Limited
                              ("SECURITY TRUSTEE")



                            MALLESONS STEPHEN JAQUES
                                   Solicitors
                                     Rialto
                               525 Collins Street
                               Melbourne Vic 3000
                           Telephone (61 3) 9643 4000
                              Fax (61 3) 9643 5999
                                DX 101 Melbourne
                                    Ref: JLC
                              MELBOURNE/29B101!.DOC

<PAGE>


CONTENTS     SECURITY TRUST DEED
-------------------------------------------------------------------------------

             1 INTERPRETATION                                                1

                    Incorporation                                           24
                    Agent                                                   24

             2 DECLARATION OF TRUST                                         24


             3 DUTIES, POWERS AND RIGHTS OF SECURITY TRUSTEE                25

                    Authority of Security Trustee                           25
                    Authority of Security Trustee to execute
                        Finance Documents                                   25
                    Power of the Security Trustee                           25
                    Seeking instructions; consultation                      25
                    Action in the absence of instructions                   25
                    Obligors not to investigate authority                   25
                    Amendments, waivers, releases and enforcement           26
                    Limits on duties of Security Trustee                    26
                    Security Trustee's duty is only to Senior Creditors     26
                    Duty of Security Trustee to act honestly                26
                    Notice of Event of Default                              26
                    Indemnity to Security Trustee                           26
                    Security Trustee may also be a Creditor                 27
                    No representation by Security Trustee                   27
                    No individual enforcement by Creditors                  27
                    Reliance on documents and experts                       28
                    Notice of transfer                                      28
                    Distribution of information to Agent and Note Agent     28

             4 SUBORDINATION                                                28

                    Subordination                                           28
                    Rights and obligations following an Event               28
                    Junior Creditor Undertakings                            29
                    Permitted Junior Financier Payments                     29
                    Obligors                                                30
                    Revocation of Approvals                                 31
                    Preservation of Senior Creditor's Rights                31
                    Power of Attorney                                       33
                    Application as between Junior Finance Debt and Eastern
                       Debt and Texas Indemnity                             33
                    Texas Guarantee                                         34
                    Corporations Law                                        34
                    Obligors                                                34
                    Texas                                                   34

             5 REPRESENTATIONS AND WARRANTIES                               34

                    Representations and warranties                          34
                    Continuation of representations and warranties          40

             6 UNDERTAKINGS                                                 40

                    General undertakings                                    40
                    Borrower's Undertakings - Hedge                         50
                    Negative Undertakings                                   51
                    Financial Undertakings                                  54
                    Distributions                                           54

             7 SECURITY ACCOUNT                                             55

                    Establishment                                           55
                    Directions                                              55
                    Acknowledgment of satisfaction of obligations           55

             8 DEFAULT                                                      57

                    Events of default                                       57
                    Consequences of default                                 62

             9 DISTRIBUTION OF RECOVERED MONEY                              63


             10 REPLACEMENT OF SECURITY TRUSTEE                             64

                    Removal of Security Trustee                             64
                    Retirement                                              64

             11 LIMITED RECOURSE                                            65

                    Limited Recourse                                        65
                    Calculation of Guaranteed Money                         66
                    Limitation on liability                                 66

             12 COSTS, CHARGES, EXPENSES AND INDEMNITIES                    66

                    What the Borrowers agree to pay                         66
                    Indemnity                                               67
                    Items included in loss, liability and Costs             68
                    Payment of employees'losses                             68
                    Currency conversion on judgment debt                    68

             13 NOTICES                                                     69

                    Form                                                    69
                    Waiver of notice period                                 69

             14 CHANGE IN CREDITORS                                         69

                    Change in Creditors                                     69
                    Effect of accession                                     70
                    Notice of Change                                        70

             15 GENERAL                                                     70

                    Set-off                                                 70
                    Certificates                                            70
                    Prompt performance                                      71
                    Discretion in exercising rights                         71
                    Consents                                                71
                    Partial exercising of rights                            71
                    No liability for loss                                   71
                    Conflict of interest                                    71
                    Remedies cumulative                                     71
                    Rights and obligations are unaffected                   71
                    Indemnities                                             71
                    Variation and waiver                                    72
                    Confidentiality                                         72
                    Further steps                                           72
                    Inconsistent law                                        72
                    Supervening legislation                                 72
                    Time of the essence                                     73
                    Counterparts                                            73
                    Serving documents                                       73

             16 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS          73

<PAGE>


                            SECURITY TRUST DEED

DATE:                       24 February 1999

PARTIES:                    TU AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED
                            PARTNERSHIP a limited partnership formed and
                            registered under the Partnership Act 1958 of
                            Victoria, the general partner of which is:
                            TU AUSTRALIA HOLDINGS (AGP) PTY LTD (ACN 086 014
                            931) having an office at Level 17, 452 Flinders
                            Street, Melbourne, Victoria; and the limited
                            partners of which are:
                            TU AUSTRALIA HOLDINGS NO. 1 LIMITED (ARBN 086 406
                            733), a company incorporated under the laws of
                            England and Wales and having its registered
                            office at Kempson House, Camomile Street, London
                            EC3A 7AN; and
                            TU AUSTRALIA HOLDINGS NO. 2 LIMITED (ARBN 086 406
                            724), a company incorporated under the laws of
                            England and Wales and having its registered office
                            at Kempson House, Camomile Street, London EC3A 7AN
                            ("CORE Borrowers")
                            TU AUSTRALIA HOLDINGS PTY LTD (ACN 086 006 859);
                            TUA (NO. 8) PTY LTD (ACN 085 235 776); and
                            TUA (NO. 9) PTY LTD (ACN 085 235 801) each having an
                            office at Level 17, 452 Flinders Street, Melbourne,
                            Victoria (each a "GUARANTOR")
                            TEXAS UTILITIES AUSTRALIA PTY LTD (ACN 071 611 017)
                            having an office at Level 17, 452 Flinders Street,
                            Melbourne, Victoria ("TUA")
                            TUA (NO. 10) PTY LTD (ACN 086 015 036); and
                            TUA (NO. 11) PTY LTD (ACN 086 014 968) each having
                            an office at Level 17, 452 Flinders Street,
                            Melbourne, Victoria (each a "PURCHASER")
                            EASTERN ENERGY LIMITED (ACN 064 651 118) having its
                            registered office at Level 17, 452 Flinders Street,
                            Melbourne, Victoria ("EASTERN")
                            TEXAS UTILITIES COMPANY having an office at Energy
                            Plaza, 1601 Byran Street, Dallas, Texas 75201,
                            United States of America ("TEXAS")
                            CITIBANK, N.A. (ARBN 072 814 058) having an office
                            at Level 26, 101 Collins Street, Melbourne, Victoria
                            ("JUNIOR FINANCIER")
                            NATIONAL AUSTRALIA BANK LIMITED (ACN 004 044 937)
                            having an office at Level 2, 271 Collins Street,
                            Melbourne, Victoria (in its capacity as "Agent")
                            NATIONAL AUSTRALIA BANK LIMITED (ACN 004 044 937)
                            having an office at Level 2, 271 Collins Street,
                            Melbourne, Victoria (in its capacity as "SECURITY
                            TRUSTEE")

1       INTERPRETATION
----------------------------------------------------------------------
               1.1 The following words have these meanings in this deed unless
                   the contrary intention appears.

        ACTION means action which may result in an amendment, waiver,
        determination, consent, approval, release or discharge.

          <PAGE>

        ALP LOAN AGREEMENT means each loan agreement between Holdco
        (as lender) and the Core Borrowers (as borrowers) dated on or about the
        date of this deed.

        ALP LOAN DEBT means any amount actually or contingently
        owing by the Core Borrowers to Holdco under or in connection with an ALP
        Loan Agreement.

        AMOUNT OWING means, at any time for or in respect of a
        Senior Creditor, the total of all amounts which are then due for
        payment, or which will or may become due for payment in connection with
        any Bank Finance Document (including transactions in connection with
        them) to that Senior Creditor or to the Security Trustee for the account
        of that Senior Creditor and includes, in respect of a Hedge
        Counterparty, the Hedge Exposure of that Hedge Counterparty.

        ASSETS means all of the assets acquired by the Purchasers in
        accordance with, or contemplated by, the Sale Agreement.

        AUSTRALIAN ACCOUNTING STANDARDS means the accounting
        standards within the meaning of the Corporations Law and, where not
        inconsistent with those accounting standards and the Corporations Law,
        generally accepted accounting principles and practices in Australia
        consistently applied by a body corporate or as between bodies corporate.

        AUTHORISATION includes:

                         (a)     any consent, authorisation, registration,
                                 filing, agreement, notarisation, certificate,
                                 permission, licence, approval, authority,
                                 arrangement, exemption or similar instrument
                                 (whether from, by or with a Governmental
                                 Agency or any other person); or

                         (b)     in relation to anything which will be
                                 prohibited or restricted in whole or in part
                                 by law if a Governmental Agency intervenes or
                                 acts in any way within a specified period
                                 after application, lodgement, filing,
                                 registration or notification, the expiry of
                                 that period without the intervention or
                                 action.

        AUTHORISED OFFICER means:

                         (a)     in the case of a Senior Creditor or the
                                 Junior Financier, a director, secretary or an
                                 officer whose title contains the word
                                 "manager", "director", "lawyer", "counsel" or
                                 a person performing the functions of any of
                                 them; and

                         (b)     in the case of an Obligor, Eastern or Texas,
                                 a person appointed and notified to the
                                 Security Trustee to act as an Authorised
                                 Officer under the Transaction Documents to
                                 which it is a party and whose specimen
                                 signature has been given to the Security
                                 Trustee.


        BANK FINANCE DOCUMENT means each of this deed, the
        Syndicated Facilities Agreement, the Deed Polls, the Loan
        Notes, each Security, the Working Capital Terms and
        Conditions, each Hedge Agreement and any other document
        which an Obligor and the Agent agree in writing is to be a
        Bank Finance Document and any other instrument connected
        with any of them.

          <PAGE>

        BASE CASE MODEL has the meaning given to that term in the
        Syndicated Facilities Agreement.

        BILL has the meaning it has in the Bills of Exchange Act
        1909 (Cwlth) and a reference to the drawing, acceptance or
        endorsement of, or other dealing with, a Bill is to be
        interpreted in accordance with that Act.

        BORROWER means each Core Borrower and WCF Borrower.

        BS1 means TUA (No. 8) Pty Ltd (ACN 085 235 776).

        BS1-BS2 LOAN AGREEMENT means each loan agreement dated on or
        about the date of this deed between BS1 (as lender) and BS2
        as borrower).

        BS1 MORTGAGE, SHARE MORTGAGE AND CHARGE means the mortgage,
        share mortgage and charge made or to be made between BS1
        and the Security Trustee over the interests of BS1 in the
        BS1-BS2 Loan Agreement, the shares held by BS1 in BS2 and
        over all the other assets and undertaking of BS1.

        BS2 means TUA (No. 9) Pty Ltd (ACN 085 235 801).

        BS2 - WESTAR/KINETIK LOAN AGREEMENT means each loan
        agreement dated on or about the date of this deed under
        which a loan is to be made between BS2 (as lender) and TUA
        (No. 10) Pty Limited and TUA (No. 11) Pty Ltd (as
        borrowers).

        BUSINESS DAY means a day (not being a Saturday, Sunday or
        public holiday) on which banks are open for general banking
        business in Melbourne and Sydney.

        CALCULATION DATE means 31 March, 30 June, 30 September and
        31 December in each year commencing on 30 September 1999.

        CALCULATION PERIOD means, in relation to any Calculation
        Date, the 12 month period ending on that Calculation Date
        except in the case of the those Calculation Periods ending
        within twelve months of Financial Close which will commence
        on Financial Close and end on the relevant Calculation Date.

        CAPEX RESERVE means a reserve set aside by the Purchasers
        and which has not been directly or indirectly funded by
        Senior Debt (except to the extent that it constitutes a
        drawing on a revolving facility after the date of Financial
        Close) and which may only be used:

                         (a)     to fund Capital Expenditure in excess of the
                                 Capital Expenditure projected to be paid in
                                 accordance with the Base Case Model, as that
                                 projected Capital Expenditure may be adjusted
                                 having regard to the capital expenditure
                                 review plan agreed in accordance with clause
                                 6.1(pp); or

                         (b)     to pay a Distribution permitted to be paid
                                 under clause 6.5.

        CAPITAL EXPENDITURE means, in relation to a Purchaser, any
        expenditure which would be treated as capital expenditure
        in the Financial Statements of the Purchaser in accordance
        with Australian Accounting Standards, and for the avoidance
        of doubt, includes maintenance expenditure and expenditure
        to establish, acquire, expand or develop assets relating to
        the Core Assets and Core Business but does not include
        expenditure funded from capital works payments by customers
        of the Purchaser.

        <PAGE>


        CONSOLIDATED INTEREST COVER RATIO means, on any Calculation
        Date in respect of any Calculation Period, the ratio of:

                         (a)     EBITDA less:

                                 (i)    Capital Expenditure except to the
                                        extent that any Capital Expenditure in
                                        excess of the amount projected to be
                                        paid in that Calculation Period in the
                                        Base Case Model is paid from a
                                        withdrawal from the Capex Reserve;

                                 (ii)   income tax; and

                                 (iii)  abnormal and extraordinary items
                                        paid for in cash including land
                                        remediation costs (except to
                                        the extent that any land remediation
                                        costs in excess of the amount
                                        projected to be paid in that
                                        Calculation Period in the Base Case
                                        Model are paid from a withdrawal from
                                        the Remediation Reserve) and the net
                                        losses resulting directly
                                        from the supply of gas to all
                                        customers in the Wimmera towns of
                                        Ararat, Stawell and Horsham but
                                        excluding any Restructuring Costs to
                                        the extent that those Restructuring
                                        Costs are paid from a withdrawal from
                                        the Reserve Account,

        paid or incurred in that Calculation Period,

        to:

                         (b)     Debt Service,

        for that Calculation Period.

        CONSOLIDATED NET WORTH means the aggregate, on a consolidated basis, of
        the paid up capital, retained profits and reserves (excluding the amount
        of all asset revaluation reserves after Financial Close) of the
        Operating Group:

                          (a)     less:

                                  (i)   all minority interests;

                                  (ii)  any paid up capital or share premium
                                        in respect of shares or stock capable
                                        of being redeemed before the Maturity
                                        Date for the Tranche B Facility and
                                        the Tranche C Facility (as those terms
                                        are defined in the Syndicated
                                        Facilities Agreement);

                          (b)     plus Total Subordinated Debt.

        CONSOLIDATED SENIOR DEBT means at any time the sum of:

                          (a)     the total Amount Owing to the Senior
                                  Creditors; and

                          (b)     the aggregate outstanding principal amount
                                  of all other Permitted Indebtedness of the
                                  Operating Group on a consolidated basis

        <PAGE>


                                  which is not subordinated to the interests
                                  of the Senior Creditors.

        CONTESTED TAXES means a Tax payable by an Obligor:

                         (a)      that is being diligently contested by it in
                                  good faith and in accordance with proper
                                  procedures;

                         (b)      that is not required by applicable law to be
                                  paid before the liability is contested; and

                         (c)      in respect of which it has set aside
                                  sufficient reserves of liquid assets to pay
                                  the Tax and any fine, penalty or interest
                                  payable if the contest is unsuccessful.

        CONTROLLER has the meaning it has in the Corporations Law.

        CORE ASSETS means the Gas Infrastructure and the Licences.

        CORE BUSINESS means the supply, transmission, distribution and sale of
        energy products and any ancillary activities (so long as these
        ancillary activities do not represent a material diversification of
        the business or a material diversion of financial resources of the
        Purchasers from the Core Business of the supply, transmission,
        distribution and sale of gas).

        COSTS includes costs, charges and expenses, including those
        incurred in connection with advisers.

        CREDITOR means each Senior Creditor and each Junior Creditor. Where the
        term is used in relation to the obligations of any one of those persons
        "to the Creditors" it is a reference to the obligations of that person
        to each other person which is a Creditor.

        DEBT SERVICE means, in respect of any Calculation Period and on a
        consolidated basis, all Interest (including, but not limited to:

                         (a)     any discount on any Bill, debenture, bond,
                                 note or other security;

                         (b)     any discount in respect of any receipts or
                                 receivables which have been sold by the
                                 Borrowers to any person (including, without
                                 limitation, under any securitisation program
                                 or facility);

                         (c)     any line, facility, commitment, acceptance,
                                 usage, discount, guarantee or other fees and
                                 amounts incurred on a regular or recurring
                                 basis which are payable in relation to
                                 Indebtedness (which, for the avoidance of
                                 doubt, excludes any establishment,
                                 underwriting or other upfront fees);

                         (d)     any dividend payable on redeemable preference
                                 shares or on any other share or stock the
                                 obligations in respect of which constitute
                                 Indebtedness;

                         (e)     capitalised interest;

        <PAGE>


                         (f)     the portion of rental or hire payments in the
                                 nature of interest under any finance lease,
                                 sale and leaseback or hire purchase agreement
                                 to which a Borrower is a party;

                         (g)     Interest, premiums, fees, break costs and any
                                 other amounts paid, payable or incurred by a
                                 Borrower under any Derivative Transaction
                                 less Interest, premiums, fees and any other
                                 amounts paid, payable or incurred to a
                                 Borrower by the counterparty to the
                                 Derivative Transaction),

                            which, in accordance with Australian Accounting
                            Standards, is or would be regarded as paid,
                            payable or incurred by the Borrowers in respect of
                            or in connection with Consolidated Senior Debt in
                            that Calculation Period.

        DEED POLL has the meaning given to that term in the Syndicated
        Facilities Agreement.

        DERIVATIVE TRANSACTION means a contract, agreement or arrangement
        (other than in respect of the price of electricity or gas) which is:

                         (a)     a futures contract (as defined in the
                                 Corporations Law); or

                         (b)     an interest rate or currency hedge, swap,
                                 option, a swaption, a forward rate agreement
                                 or any other contract, agreement or
                                 arrangement similar to or having in respect
                                 of its subject matter a similar effect to any
                                 of the above.

        DISTRIBUTION means:

                         (a)     any dividend, charge, interest, fee, payment
                                 or other distribution (whether in cash or in
                                 kind) or redemption, repurchase, defeasance,
                                 retirement or repayment on or in respect of
                                 any share capital of an Obligor; or

                         (b)     any Interest, any repayment or prepayment of
                                 any amount of principal or any other payment
                                 in respect of any Subordinated Indebtedness;
                                 or

                           (c)     any loan by an Obligor.

        DISTRIBUTION AREA means the area in Victoria in which TUA (No. 10) Pty
        Ltd will on and from Financial Close be authorised to distribute and
        supply gas, being that area defined as the `Distribution Area' and
        described in Schedule 2 to the Distribution Licence.

        DISTRIBUTION LICENCE means the distribution licence issued to Westar by
        ORG pursuant to the Gas Industry Act 1994 with effect from 11 December
        1997, as amended and transferred to TUA (No. 10) Pty Ltd on or before
        the date of Financial Close.

        DRAWDOWN DATE has the meaning given to that term in the Syndicated
        Facilities Agreement.

        EASEMENTS means all easements, rights or privileges held by or vested in
        or deemed to be held by or vested in a Purchaser (whether under Part 5
        of the Gas Industry Act 1994 or otherwise) in, over, appurtenant to or
        affecting any real property.

        <PAGE>

        EASTERN DEBT means any amount actually or contingently owing under or
        in connection with the Eastern Loan Agreement.

        EASTERN LOAN AGREEMENT means the loan agreement made or to be made
        between Eastern (as lender) and BS1 (as borrower).

        EBITDA means, in respect of any Calculation Period, the
        earnings of the Operating Group (including the proceeds of any claim
        under a business interruption insurance policy by a Purchaser and any
        interest earnings) on a consolidated basis and before:


                         (a)     abnormal items (which includes the sale
                                 proceeds from the disposal of assets and
                                 Restructuring Costs);

                         (b)     extraordinary items including, without
                                 limitation, costs arising on the termination
                                 of any Derivative Transaction;

                         (c)     Debt Service;

                         (d)     income tax; and

                         (e)     depreciation and amortisation.

        ENFORCEMENT ACTION means, in relation to an Obligor:

                         (a)     a right arising from a default by an Obligor
                                 is exercised or enforced against the Obligor;

                         (b)     an application is made for, or a notice is
                                 given or other step is taken with a view to:

                                   (i)    insolvency, liquidation,
                                          administration, dissolution or
                                          similar proceedings with respect to
                                          the Obligor;

                                   (ii)   an administration, arrangement,
                                          composition or assignment for the
                                          benefit of creditors, or any class of
                                          creditors, of the Obligor; or

                                   (iii)  the appointment of any person as a
                                          Controller in relation to property of
                                          an Obligor,

        whether by petition, application, convening of a meeting, voting in
        favour of a resolution or otherwise.

        ENVIRONMENT means all aspects of the surroundings of human beings,
        including:

                           (a)     the physical characteristics of those
                                   surroundings such as the land, the waters and
                                   the atmosphere; and

                           (b)     the biological characteristics of those
                                   surroundings such as animal, plants and other
                                   forms of life; and

                           (c)     the aesthetic characteristics of those
                                   surroundings such as their appearance,
                                   sounds, smells, tastes and textures.

        ENVIRONMENTAL LAW means a law regulating or otherwise relating to
        the Environment including, but not limited to, any law relating to land

        <PAGE>


        use, planning, water catchments, pollution of air or water, noise,
        smell, contamination, chemicals, waste, pesticides, use of dangerous
        goods or hazardous substances, noxious trades or any other aspect of
        protection of the Environment.

        EQUITY SUBSCRIPTION AGREEMENT means the agreement to be made on or
        before the date of Financial Close between the Core Borrowers and
        Holdco in relation to the subscription of shares in Holdco by the Core
        Borrowers.

        EVENT means the happening of any of these events:

                           (a)     an order is made that an Obligor be wound up;
                                   or

                           (b)     a liquidator is appointed in respect of an
                                   Obligor; or

                           (c)     a provisional liquidator is appointed in
                                   respect of an Obligor and the provisional
                                   liquidator is ordered or required to admit
                                   all debts to proof or pay all debts capable
                                   of being admitted to proof proportionately;
                                   or

                           (d)     an Obligor enters into, or resolves to enter
                                   into, a scheme of arrangement, deed of
                                   company arrangement or composition with, or
                                   assignment for the benefit of, all or any
                                   class of its creditors; or

                           (e)     an Obligor resolves to wind itself up or
                                   otherwise dissolve itself.

        EVENT OF DEFAULT means an event specified in clause 8.

        FINANCE DOCUMENT means any Bank Finance Document, any Junior
        Finance Document, any other document which the Core Borrowers and the
        Security Trustee agree in writing is to be a Finance Document and any
        other instrument connected with any of them.

        FINANCIAL CLOSE means the date on which the last condition
        precedent in schedule 1 to the Syndicated Facilities Agreement is
        satisfied (or waived by the Financiers).

        FINANCIAL YEAR means each 12 month period ending on 31 December in each
        year.

        FINANCIER has the meaning given in the Syndicated Facilities Agreement.

        FINANCIAL STATEMENTS means:

                           (a)     a profit and loss statement; and

                           (b)     a balance sheet; and

                           (c)     a statement of cash flows,

        together with any notes to those documents and a directors' declaration
        as required under the Corporations Law (in the case of a body corporate
        incorporated in Australia) and any other information necessary to give a
        true and fair view.

        FIXED DATE means the day by which the Security Trustee determines that
        a Majority of Senior Creditors have instructed the Security Trustee to
        give a notice under clause 8.2.

        <PAGE>


        FRANCHISE AREA means the area in Victoria in which TUA (No. 11) Pty Ltd
        will on and from Financial Close be authorised to sell gas, being that
        area defined as the `Franchise Area' and described in schedule 2 to the
        gas Retail Licence.

        GASCOR PUT OPTION AGREEMENT means the agreement entered into or to be
        entered into between TUA (No. 11) Pty Ltd and the State of Victoria
        under which the State of Victoria may, at its option, transfer to TUA
        (No. 11) Pty Ltd a portion of the State's shares in the State owned
        company into which GASCOR will be converted.

        GAS INFRASTRUCTURE means:

                           (a)     all gas transmission and distribution pipes,
                                   and all other plant and equipment used in the
                                   reticulation, transmission or metering of gas
                                   which, in its ordinary use, is located in a
                                   fixed position wherever located, but excludes
                                   motor vehicles and mobile plant owned or
                                   leased by the Purchasers; and

                           (b)     Easements.

        GAS INFRASTRUCTURE ASSETS means any asset which forms part of the Gas
        Infrastructure.

        GOOD GAS INDUSTRY PRACTICE means the standard of operating and
        engineering practice that would reasonably be expected from a
        significant proportion of the world's best operators of facilities (not
        being owned and operated by Governmental Agencies) for the supply,
        transmission, distribution and sale of gas, operation of pipelines and
        reticulation networks with the asset conditions being consistent with
        the Core Assets and consistent with applicable laws, regulations, codes
        (including, without limitation, AG 600 Gas Distribution Code) and the
        Licences and on the basis that the determination of conditions
        consistent with the Core Assets takes into account:

                           (a)     the design and specifications, relative size,
                                   age, distribution and technology utilised in
                                   the network; and

                           (b)     operating and engineering practice in
                                   connection with such facilities including,
                                   without limitation, the day to day operation
                                   of such facilities as well as maintenance,
                                   repair, modification, performance improvement
                                   and the exercise of skill, diligence,
                                   prudence and foresight in connection with
                                   such activities.

        GOVERNMENTAL AGENCY means any government, any minister of a government
        or any governmental or semi-governmental entity, agency or authority
        (including, without limitation, the Australian Competition and Consumer
        Commission and the ORG).

        GUARANTEE means the guarantee and indemnity made or to be made between
        the Core Borrowers, Holdco, BS1 and BS2 in favour of the Security
        Trustee.

        GUARANTEED MONEY has the meaning given to that term in the Guarantee.

        HALF YEAR mens each period of six months ending on 30 June and 31
        December in each year.

        HEDGE AGREEMENT means each interest rate hedging document (including any
        restatement of any earlier document) entered into between the Core
        Borrowers and any Hedge Counterparty on or before the date of the
        Financial Close.

        <PAGE>


        HEDGE COUNTERPARTY has the meaning given to that term in the Syndicated
        Facilities Agreement.

        HEDGE EXPOSURE means in respect of a Hedge Counterparty at the
        applicable date the amount which is H in the following formula:

                                   H = M to M + Unpaid Amounts

                                   where:

                                   M TO M is the result of the mark to
                                   market calculation of the obligations under
                                   the Hedge Agreements provided that M to M
                                   will be a positive number if it represents a
                                   liability of the Core Borrowers to the Hedge
                                   Counterparty and a negative number if it
                                   represents a liability of the Hedge
                                   Counterparty to the Core Borrowers.

                                   UNPAID AMOUNTS is any amount owing
                                   under the Hedge Agreements provided that
                                   Unpaid Amounts will be a positive number if
                                   it represents amounts owing by the Core
                                   Borrowers to the Hedge Counterparty and a
                                   negative number if it represents amounts
                                   owing by the Hedge Counterparty to the Core
                                   Borrowers,

        provided that if H is a negative number it shall be deemed to be equal
        to zero.

        HOLDCO means TU Australia Holdings Pty Ltd (ACN 086 006 859).

        HOLDCO MORTGAGE means the mortgage made or to be made
        between Holdco and the Security Trustee over Holdco's interests in the
        Holdco-TUA Loan Agreements, the ALP Loan Agreements and the TUA
        Mortgage.

        HOLDCO - TUA LOAN AGREEMENT means each loan agreement dated
        on or about the date of this deed between Holdco (as lender) and TUA (as
        borrower).

        INDEBTEDNESS means any debt or other monetary liability
        (whether actual or contingent) in respect of moneys borrowed or raised
        or any financial accommodation (including in respect of any moneys
        raised from the sale or securitisation of any receipts or receivables)
        whatever, or in the case of paragraph (h) below, a Derivative
        Transaction, including a debt or liability under or in respect of any:

                           (a)     Bill, bond, debenture, note or similar
                                   instrument;

                           (b)     acceptance, endorsement or discounting
                                   arrangement;

                           (c)     guarantee granted by a financial institution
                                   guaranteeing the payment of a debt (the
                                   "guaranteed debt"), in which case the
                                   guaranteed debt will not be included;

                           (d)     finance lease or sale and leaseback;

                           (e)     deferred purchase price (for more than 180
                                   days) of any asset or service;

        <PAGE>


                           (f)     obligation to deliver goods or provide
                                   services paid for in advance by any financier
                                   or in relation to any other financing
                                   transaction;

                           (g)     amount of capital and premium payable or in
                                   connection with the reduction of any
                                   preference shares or any amount of purchase
                                   price payable for or in connection with the
                                   acquisition of redeemable preference shares;

                           (h)     Derivative Transaction; or

                           (i)     guarantee, indemnity or guarantee and
                                   indemnity,

        and irrespective of whether the debt or liability is owed or incurred
        alone or severally or jointly or both with any other person. For the
        purpose of calculating the principal amount of any Indebtedness under:

                           (j)     any securitisation of receipts or
                                   receivables, the principal amount shall be
                                   taken to be the discounted amount of proceeds
                                   paid in exchange for the receipts or
                                   receivables; and

                           (k)     any finance lease or sale and leaseback, the
                                   aggregate portion of all rental in the nature
                                   of principal.

        INSOLVENCY EVENT means the happening of any of these events:

                           (a)     an order is made that an entity be wound up;
                                   or

                           (b)     an application is made to a court that an
                                   entity be wound up or for an order appointing
                                   a liquidator or provisional liquidator in
                                   respect of an entity (and is not stayed or
                                   dismissed within 14 days) unless the entity
                                   satisfies the Security Trustee (acting on the
                                   instructions of the Majority of Senior
                                   Creditors) within 14 days of it being made
                                   that the application is frivolous or
                                   vexatious; or

                           (c)     a liquidator or provisional liquidator is
                                   appointed in respect of an entity, whether or
                                   not under a court order;

                           (d)     except to reconstruct or amalgamate while
                                   solvent on terms approved by the Security
                                   Trustee (acting on the instructions of the
                                   Majority of Senior Creditors), an entity
                                   enters into, or resolves to enter into, a
                                   scheme of arrangement, deed of company
                                   arrangement or composition with, or
                                   assignment for the benefit of, all or any
                                   class of its creditors, or it proposes a
                                   reorganisation, moratorium or other
                                   administration involving any class of its
                                   creditors; or

                           (e)     an entity resolves to wind itself up, or
                                   otherwise dissolve itself, or gives notice
                                   of intention to do so, except to reconstruct
                                   or amalgamate while solvent on terms approved
                                   by the Security Trustee (acting upon the
                                   instructions of the Majority of Senior
                                   Creditors) or is otherwise wound up or
                                   dissolved; or

        <PAGE>


                           (f)     a Controller is appointed to or over all or
                                   any part of the assets or undertaking of the
                                   entity or the holder of any Security Interest
                                   takes possession of any asset of the entity;
                                   or

                           (g)     an entity is or is deemed by law or a court
                                   to be insolvent; or

                           (h)     an entity takes any steps to obtain
                                   protection or is granted protection from its
                                   creditors, under any applicable legislation
                                   or an administrator is appointed to an
                                   entity; or

                           (i)     anything analogous or having a substantially
                                   similar effect to any of the events specified
                                   above happens under the law of any applicable
                                   jurisdiction.

        INTERCOMPANY LOAN AGREEMENTS means:

                           (a)     the ALP Loan Agreements;

                           (b)     the Holdco - TUA Loan Agreements;

                           (c)     the TUA - BS1 Loan Agreements;

                           (d)     the BS1 - BS2 Loan Agreements;

                           (e)     the BS2 - Westar/Kinetik Loan Agreements;

        and any Security Interest (including, without limitation, the TUA
        Mortgage) given in connection with any of them.

        INTERCOMPANY LOAN DEBT means any amount actually or contingently owing
        under or in connection with an Intercompany Loan Agreement.

        INTEREST includes, in relation to any principal or other amount of
        Indebtedness, interest, fees, commissions and charges and any other
        amounts in the nature of interest or the payment of which has a
        similar effect or purpose to the payment of interest.

        INTEREST PAYMENT DATE has the meaning given to that term in
        the Syndicated Facilities Agreement.

        JUNIOR CREDITOR means the Junior Financier, Eastern, each
        Obligor owed money in respect of an Intercompany Loan Agreement and
        Texas.

        JUNIOR DEBT means each of:

                           (a)     the Junior Finance Debt;

                           (b)     the Eastern Debt;

                           (c)     the Texas Indemnity; and

                           (d)     the Intercompany Loan Debt.

        JUNIOR FINANCE DEBT means any amount actually or contingently
        owing under or in connection with the Junior Finance Documents (other
        than an amount owing by Texas under the Texas Guarantee).

        <PAGE>


        JUNIOR FINANCE DOCUMENT means the Subordinated Facility Agreement, the
        Texas Guarantee, this deed and any other document which the Core
        Borrowers and the Junior Financier agree is to be a Junior Finance
        Document and any other instrument connected with any of them.

        JUNIOR FINANCIER means Citibank, N.A. in its capacity as financier under
        the Subordinated Facility Agreement.

        KINETIK means Kinetik Energy Pty Ltd (ACN 079 089 188).

        LICENCE means the Distribution Licence, a Retail Licence and
        any other Authorisation granted to a Purchaser to distribute or sell
        energy products.

        LIMITED RECOURSE GUARANTOR means the Core Borrowers and Holdco.

        LIMITED RECOURSE OBLIGOR means the Core Borrowers, TUA and the Limited
        Recourse Guarantors.

        LIMITED RECOURSE OBLIGATIONS means the obligation of the Core Borrowers,
        TUA or Holdco to pay money under the Transaction Documents (other than
        the obligation to pay money under clause 4.5 and the obligations of the
        Core Borrowers under the Subordinated Facility Agreement) except if
        arising in the circumstances contemplated by clause 11.3(b).

        LOAN NOTE has the meaning given to that term in the Syndicated
        Facilities Agreement.

        LOSS includes any consequential loss, and any costs, liability, claim,
        suit, proceeding, cause of action, demand or action.

        MAJORITY OF SENIOR CREDITORS means at any time:

                           (a)     if no Event of Default subsists, Senior
                                   Creditors (other than Hedge Counterparties),
                                   the Amount Owing to whom exceeds 66% of the
                                   total Amount Owing to all such Senior
                                   Creditors; and

                           (b)     if an Event of Default subsists, Senior
                                   Creditors the Amount Owing to whom exceeds
                                   66% of the total Amount Owing to all Senior
                                   Creditors.

        MATERIAL ADVERSE EFFECT means something which materially adversely
        affects:

                           (a)     the legality, validity or enforceability of a
                                   Finance Document; or

                           (b)     the Obligor's ability to observe its
                                   obligations under any Finance Document; or

                           (c)     the ability of a Purchaser to carry on its
                                   business as it is being conducted at the time
                                   preceding the event; or

                           (d)     the rights of a Senior Creditor under a Bank
                                   Finance Document.

        MATERIAL CONTRACT means:

                           (a)     the Sale Agreement;

        <PAGE>


                           (b)     the Outsourcing Agreements;

                           (c)     the Sales Contracts;

                           (d)     the GASCOR Put Option Agreement;

                           (e)     the Shareholder Deed;

                           (f)     the Equity Subscription Agreement;

                           (g)     the Intercompany Loan Agreements;

                           (h)     the Eastern Loan Agreement;

                           (i)     the Subordinated Facility Agreement;

                           (j)     the Partnership Deed;

                           (k)     Underground Gas Storage Services Agreement
                                   entered into or to be entered into between
                                   Kinetik Energy Pty Ltd and Western
                                   Underground Gas Storage Pty Ltd and Texas
                                   Utilities Australia Pty Ltd;

                           (l)     Guarantee between Westar Pty Ltd, Westar
                                   Assets Pty Ltd and GASCOR;

                           (m)     Gas Supply Agreement (Cooper Basin) entered
                                   into or to be entered into between Kinetik
                                   Energy Pty Ltd and GASCOR;

                           (n)     Gas Supply Agreement (Port Campbell Fields)
                                   entered into or to be entered into between
                                   Kinetik Energy Pty Ltd and GASCOR;

                           (o)     Gas Sales Agreement entered into or to be
                                   entered into between Western Underground Gas
                                   Storage Pty Ltd, Texas Utilities Australia
                                   Pty Ltd and GASCOR;

                           (p)     Put Option Deed dated 15 December 1998
                                   between Kinetik Energy Pty Ltd, Esso
                                   Australia Resources Ltd and BHP Petroleum
                                   (Bass Strait) Pty Ltd and any Transportation
                                   Agreement to be entered into as a result of
                                   the exercise of the option;

                           (q)     Port Campbell Gas Sale Agreement dated 4
                                   February 1994;

                           (r)     Service Envelope Agreement entered into or to
                                   be entered into between VENCorp and
                                   Transmission Pipelines Australia Pty Ltd;

                           (s)     Gas Transportation Deed entered into or to be
                                   entered into between VENCorp and Kinetik
                                   Energy Pty Ltd;

                           (t)     Western Transmission System Agreement dated 9
                                   August 1998 between Transmission Pipelines
                                   Australia Pty Ltd, Transmission Pipelines
                                   Australia (Assets) Pty Ltd and Kinetik Energy
                                   Pty Ltd;

        <PAGE>


                           (u)     Transportation Services Agreement dated 16
                                   September 1997 between Coastal Gas Pipelines
                                   Victoria Pty Ltd and Kinetik Energy Pty Ltd;

                           (v)     Transmission Entitlement Deed entered into or
                                   to be entered into between Kinetik Energy Pty
                                   Ltd and Transmission Pipelines Australia Pty
                                   Ltd;

                           (w)     Distribution Tariff Agreement dated 3 August
                                   1998 between Westar Pty Ltd and Kinetik
                                   Energy Pty Ltd;

                           (x)     Distribution Tariff Agreement dated 3 August
                                   1998 between Stratus Networks and Kinetik
                                   Energy Pty Ltd;

                           (y)     Interim SOU Transportation Agreement entered
                                   into or to be entered into between GASCOR and
                                   Kinetik Energy Pty Ltd;

                           (z)     Distribution Tariff Agreement between Westar
                                   Pty Ltd and Ikon Energy;

                           (aa)    Connection Agreement dated 4 September 1998
                                   between Transmission Pipelines Australia Pty
                                   Ltd, Transmission Pipelines Australia
                                   (Assets) Pty Ltd, Westar Assets Pty Ltd and
                                   Westar Pty Ltd;

                           (bb)    Connection Agreement between VENCorp and
                                   Westar Pty Ltd;

                           (cc)    LNG and Metering Services Agreement dated 8
                                   September 1998 between Transmission Pipelines
                                   Australia Pty Ltd and Kinetik Energy Pty Ltd;

                           (dd)    Longford No Sue Deed; and

                           (ee)    any other document which an Obligor and the
                                   Security Trustee agree in writing will be a
                                   Material Contract for the purposes of this
                                   deed.

        MATERIAL REGULATORY INSTRUMENT means:

                           (a)     the MSO Rules;

                           (b)     the Victorian Gas Industry Tariff Order;

                           (c)     the Wimmera and Colac Tariff Order;

                           (d)     the National Third Party Access Code for
                                   Natural Gas Pipeline Systems and the
                                   Victorian Third Party Access Code for Natural
                                   Gas Pipeline Systems;

                           (e)     the Access Arrangements for the distribution
                                   system; and

                           (f)     the National Electricity Code.

        MSO RULES has the meaning given in the Gas Industry Act 1994.

        <PAGE>


        NATIONAL ELECTRICITY CODE has the meaning given to the word "Code" in
        the National Electricity Law.

        NET CASH FLOW means, in respect of the Operating Group on a consolidated
        basis for any Half Year, the operating profit (which, for the avoidance
        of doubt, is before depreciation and amortisation and includes interest
        income and the net proceeds from the sale of property, plant and
        equipment) for that Half Year after:

                           (a)     deducting income tax paid or payable in that
                                   period;

                           (b)     changes in working capital and movements in
                                   provisions for employee entitlements and the
                                   net losses resulting directly from the supply
                                   of gas to all customers in the Wimmera towns
                                   of Ararat, Stawell and Horsham; and

                           (c)     Capital Expenditure and any amounts credited
                                   to the Capex Reserve or the Remediation
                                   Reserve,

        and less Debt Service amounts or principal repayments or prepayments
        paid or accrued during that Half Year.

        NON-RECOURSE INDEBTEDNESS means any Indebtedness incurred by the Core
        Borrowers, Holdco or TUA on terms that:

                           (a)     the person ("RELEVANT PERSON") in whose
                                   favour that Indebtedness is incurred does not
                                   have any right to enforce its rights or
                                   remedies (including for any breach of any
                                   representation or warranty or obligation)
                                   against the Core Borrowers, Holdco or TUA or
                                   against any of their assets except for the
                                   purpose of enforcing any Security Interest
                                   (which does not extend to any assets which
                                   are the subject of a Security) granted in
                                   favour of the Relevant Person and only to the
                                   extent of the lesser of the value of the
                                   assets encumbered by that Security Interest
                                   and the amount secured by that Security
                                   Interest; and

                           (b)     the Relevant Person is not permitted or
                                   entitled:

                                   (i)    except as and to the extent permitted
                                          in paragraph (a) above, to enforce any
                                          right or remedy against, or demand
                                          payment or repayment of any amount
                                          from, the Core Borrowers, Holdco or
                                          TUA;

                                   (ii)   except and to the extent permitted in
                                          paragraph (a) above, to take any
                                          proceedings against the Core
                                          Borrowers, Holdco or TUA;

                                   (iii)  to apply to wind up or prove in the
                                          winding up of the Core Borrowers,
                                          Holdco or TUA; or

                                   (iv)   to appoint an administrator in respect
                                          of the Core Borrowers, Holdco or TUA,
        <PAGE>


        so that the Relevant Person's only right of recourse in respect of that
        Indebtedness or any Security Interest securing that Indebtedness is to
        the assets encumbered by that Security Interest (which assets must not
        include any assets the subject of a Security).

        OBLIGOR means each Core Borrower, the Guarantor, TUA and the Purchasers.

        OFFSHORE PAYING AGENT means National Australia Bank Limited, Singapore
        Branch.

        OPERATING GROUP means each of BS1, BS2, each Purchaser and any
        Subsidiary of BS1.

        ORG means the Office of the Regulator-General established under the
        Office of the Regulator-General Act 1994.

        ORIGINAL BASE CASE MODEL means the computer model agreed on or prior to
        the date of this deed between the Core Borrowers and the Agent to, among
        other things, enable calculations of the financial undertakings in
        clause 6.4 (Financing Undertakings), as initialled by the Core Borrowers
        and the Agent.

        OUTSOURCING AGREEMENT means:

                           (a)     the agreements to be entered into between the
                                   Purchasers or any other member of the
                                   Operating Group and any Related Entity
                                   relating to the provision of services in form
                                   reasonably satisfactory to the Security
                                   Trustee (provided that the Security Trustee
                                   agrees that it will not object to any terms
                                   required to be included in the agreements by
                                   ORG) in relation to:

                                   (i)    the operation of the Core Business of
                                          TUA (No. 10) Pty Ltd, comprising
                                          network operations, network design and
                                          engineering, network records, work
                                          management (including management of
                                          sub-contracts), property management,
                                          contract procurement; or

                                   (ii)   the provision of customer contact
                                          services, comprising meter reading,
                                          invoicing and customer support in
                                          relation to the Core Business of TUA
                                          (No. 11) Pty Ltd and TUA (No. 10) Pty
                                          Ltd;

                                   (iii)  corporate, secretarial, accounting,
                                          administrative services, human
                                          resources, public relations and
                                          information systems for TUA (No.10)
                                          Pty Ltd and TUA (No. 11) Pty Ltd; and

                           (b)     the maintenance agreement between Westar and
                                   Serco Gas Services (Vic) Pty Ltd and Serco
                                   Australia Pty Ltd.

        PARTNERSHIP means the TU Australia Holdings (Partnership) Limited
        Partnership being a limited partnership formed and registered under the
        Partnership Act 1958 of Victoria.

        PARTNERSHIP DEED means the deed dated 27 January 1999 between each Core
        Borrower establishing the Partnership, as amended by a deed dated on or
        before the date of this deed.

        PARTNERSHIP MORTGAGE means the mortgage made or to be made between the
        Core Borrowers and the Security Trustee over the Core Borrowers'
        interests in the ALP Loan Agreements and the Hedge Agreements.

        <PAGE>


        PERMITTED DISPOSAL means:

                           (a)     any disposal by a Purchaser for fair value of
                                   obsolete assets which are no longer required
                                   for the operation of the Core Business and
                                   any disposal by a Purchaser of assets in
                                   exchange for other assets of comparable value
                                   and utility; or

                           (b)     any disposal by a Purchaser of any other
                                   assets provided that the aggregate value of
                                   such disposals in any Financial Year does not
                                   exceed $10,000,000.

        PERMITTED DISTRIBUTION means any payment made by an Obligor under
        any Intercompany Loan Agreement for the sole purpose of paying an amount
        due and payable to the Senior Creditors provided such payment is paid to
        a Senior Creditor in accordance with the Bank Finance Documents.

        PERMITTED INDEBTEDNESS means:

                           (a)     any Indebtedness incurred under the Bank
                                   Finance Documents, the Junior Finance
                                   Documents or the Eastern Loan Agreement; or

                           (b)     any Indebtedness under the Intercompany Loan
                                   Agreements; or

                           (c)     any Qualifying Subordinated Debt; or

                           (d)     Indebtedness raised by the Core Borrowers to
                                   repay all of the Senior Debt or the Tranche A
                                   Facility (as defined in the Syndicated
                                   Facilities Agreement); or

                           (e)     any guarantee issued by a Purchaser in
                                   relation to the obligations of another
                                   Purchaser provided those obligations are or
                                   have been incurred in the ordinary course of
                                   the Core Business; or

                           (f)     in respect of TUA:

                                   (i)      any Indebtedness incurred by TUA on
                                            an unsecured basis in existence as
                                            at the date of this deed; or

                                   (ii)     any Non-Recourse Indebtedness;

                                   (iii)    any performance guarantees issued by
                                            TUA, not being guarantees of
                                            Indebtedness; or

                           (g)     any other Indebtedness approved in writing by
                                   the Security Trustee (acting upon the
                                   instructions of the Majority of Senior
                                   Creditors) provided that such approval will
                                   not be withheld if:

                                   (i)      the Indebtedness is Non-Recourse
                                            Indebtedness; and

                                   (ii)     the Security Trustee receives a
                                            satisfactory legal opinion from the
                                            Core Borrowers' legal counsel that
                                            the exercise of any rights by the
                                            lender of that Non-Recourse
                                            Indebtedness including, without

        <PAGE>


                                            limitation, by exercising any rights
                                            under a Security Interest will not
                                            give rise to a right to a party
                                            (other than a Senior Creditor) to
                                            terminate any Material Contract or
                                            otherwise jeopardise the assets and
                                            business of the Purchasers; and

                                   (iii)    the amount of the Non-Recourse
                                            Indebtedness will not exceed 70% of
                                            the value of the assets against
                                            which the relevant lender may have
                                            recourse for the repayment of the
                                            Non-Recourse Indebtedness; and

                                   (iv)     the Indebtedness will not adversely
                                            affect the ability of the Core
                                            Borrowers to obtain an investment
                                            grade credit rating in respect of a
                                            facility, or if such an investment
                                            grade credit rating has been
                                            obtained, it will not lead to a
                                            downgrade of that rating below BBB;
                                            or

                           (h)     the following Indebtedness incurred by the
                                   Purchasers for a period not exceeding 60 days
                                   from Financial Close:

                           (i)     certain payroll, cheque cashing, corporate
                                   credit card, merchant arrangements, tape
                                   negotiation advice and related same day
                                   transaction facilities to be provided by
                                   Westpac Banking Corporation; and

                                   (ii)     indemnity obligations in respect of
                                            two bank guarantees (each having a
                                            face value of $1,000,000) issued by
                                            Westpac Banking Corporation.

        PERMITTED SECURITY INTEREST means:

                           (a)     any Security Interest arising by operation of
                                   law in the ordinary course of business
                                   securing Taxes which are not yet in arrears
                                   and can subsequently be paid without penalty
                                   or which are Contested Taxes;

                           (b)     any mechanic's, workmen's or any like lien or
                                   right of set-off arising in the ordinary
                                   course of business, securing or otherwise
                                   relating to Indebtedness which is not yet
                                   overdue or which has been contested or
                                   litigated in good faith, where the aggregate
                                   amount of the Indebtedness in respect of all
                                   such liens and rights of set-off does not at
                                   any time exceed $500,000;

                           (c)     any Security Interest in respect of deposits
                                   of money or property in an amount, or of a
                                   value, not exceeding $1,000,000 in aggregate,
                                   by way of security for the performance of any
                                   statutory obligations arising in the ordinary
                                   course of business;

                           (d)     the Security;

                           (e)     any Security Interest granted by a Core
                                   Borrower, Holdco or TUA provided it only
                                   secures Non-Recourse Indebtedness permitted
                                   to be incurred under this deed;
        <PAGE>


                           (f)     any right of set off arising under a Material
                                   Contract;

                           (g)     the TUA Mortgage; and

                           (h)     any other Security Interest approved in
                                   writing by the Security Trustee.

        POTENTIAL EVENT OF DEFAULT means an event which, with the giving of
        notice or lapse of time, would become an Event of Default.

        PROPERTIES means all properties or premises leased, occupied or used or
        owned by an Obligor at any time.

        QUALIFYING SUBORDINATED DEBT means the principal amount (excluding
        capitalised interest) of any Indebtedness of an Obligor:

                           (a)     which is not repayable (in whole or in part)
                                   by an Obligor before payment in full of the
                                   Senior Debt;

                           (b)     the interest rate or effective interest rate
                                   applicable to which is:

                                   (i)    where the proposed lender is a Related
                                          Entity of an Obligor then, except in
                                          relation to the Intercompany Loan
                                          Agreements, no more than 3% per annum
                                          above the interest rate applicable
                                          from time to time to drawings under
                                          the Syndicated Facilities Agreement;
                                          and

                                   (ii)   in all other circumstances, an
                                          interest rate or effective interest
                                          rate determined on normal arm's length
                                          commercial terms; and

                           (c)     which is subordinated on substantially the
                                   same terms as the Junior Debt is subordinated
                                   under this deed.

        QUARTER means each period of three months ending on 31 March, 30 June,
        30 September and 31 December in each year.

        RECOVERED MONEY means the aggregate amount received in accordance with
        clause 9 which has not been distributed under this deed.

        RECOVERED MONEY DISTRIBUTION DATE means a day on which Recovered Money
        is available for distribution in accordance with clause 9.

        RELATED ENTITY has the meaning it has in the Corporations Law.

        RELEVANT JUNIOR DEBT means, in respect of a Junior Creditor, the Junior
        Debt in respect of that Junior Creditor.

        RELEVANT SENIOR DEBT means, in respect of a Senior Creditor, the Senior
        Debt in respect of that Senior Creditor.

        REMEDIATION RESERVE means a reserve set aside by the Purchasers and
        which has not been directly or indirectly funded by Senior Debt (except
        to the extent that it constitutes a drawing on a revolving facility
        after the date of Financial Close) and which may only be used:

        <PAGE>


                           (a)     to fund land remediation costs in excess of
                                   the land remediation costs projected to be
                                   paid in accordance with the Base Case Model;
                                   or

                           (b)     to pay a Distribution permitted to be paid
                                   under clause 6.5.

        RESERVE ACCOUNT means an account held in the name of the Purchasers for
        the purposes of Restructuring Costs.

        RESTRUCTURING COSTS means any integration expenses, redundancy and
        termination costs or payments to, or in respect of, employees of the
        Purchasers and as otherwise contemplated in the Base Case Model and
        included in the business plan and industrial relations strategy prepared
        by the Purchasers prior to Financial Close.

        REPRESENTATIVE of a person means any director, officer, delegate or
        agent of that person.

        RETAIL LICENCE means:

                           (a)     the gas retail licence issued to Kinetik by
                                   ORG pursuant to the Gas Industry Act 1994
                                   with effect from 11 December 1997, as amended
                                   and transferred to TUA (No. 11) Pty Ltd on or
                                   before the date of Financial Close; and

                           (b)     the electricity retail licence issued to
                                   Kinetik by ORG pursuant to the Electricity
                                   Industry Act 1993 with effect from 5 November
                                   1997, as amended and transferred to TUA (No.
                                   11) Pty Ltd on or before the date of
                                   Financial Close.

        SALE AGREEMENT means the agreement entitled "Gas Distributor and
        Retailer Asset Sale Agreement" dated 30 January 1999 made between the
        Treasurer of the State of Victoria, Westar Assets, Westar, Kinetik and
        the Purchasers.

        SALES CONTRACTS means:

                           (a)     Gas Sales Agreement dated 20 November 1996
                                   between Esso Australia Resources Ltd, BHP
                                   Petroleum (Bass Strait) Pty Ltd and GASCOR;

                           (b)     Master Agreement dated 23 December 1998
                                   between GASCOR, Energy 21 Pty Ltd, Ikon
                                   Energy Pty Ltd, Kinetik Energy Pty Ltd and
                                   Gas Release Co Pty Ltd;

                           (c)     Agency Agreement dated 14 August 1998 between
                                   GASCOR and Kinetik Energy Pty Ltd; and

                           (d)     Sub-Sales Agreement dated 14 August 1998
                                   between GASCOR and Kinetik Energy Pty Ltd.

        SECURED MONEY has the meaning given to that term in a Security or the
        TUA Mortgage, as the case may be.

        SECURITY means this deed and:

                           (a)     the Guarantee;

                           (b)     the Partnership Mortgage;

        <PAGE>


                           (c)     the Holdco Mortgage;

                           (d)     the BS1 Mortgage, Share Mortgage and Charge;
                                   and

                           (e)     any other document or Security Interest
                                   collateral to any of them.

        SECURITY ACCOUNT means the account maintained by the Security Trustee
        in accordance with clause 7.

        SECURITY INTEREST means any security for the payment of money or
        performance of obligations including a mortgage, charge, lien, pledge,
        trust or power.

        SENIOR CREDITORS means the Security Trustee, the Agent, the Offshore
        Paying Agent, each Financier, each Hedge Counterparty and any person who
        has provided Indebtedness to the Core Borrowers in accordance with
        paragraph (d) of the definition of "Permitted Indebtedness".

        SENIOR DEBT means any amount actually or contingently owing under or in
        connection with the Bank Finance Documents or any agreement pursuant to
        which a Senior Creditor has provided Indebtedness to the Core Borrowers
        in accordance with paragraph (d) of the definition of "Permitted
        Indebtedness", whether or not then due and payable.

        SHARE means, in respect of a Senior Creditor and a day, the same
        proportion (expressed as a percentage (rounded (if necessary) to the
        nearest two decimal places)) as the proportion which the Amount Owing of
        that Senior Creditor on that day bears to the aggregate Amount Owing on
        that day to all the Senior Creditors.

        SHAREHOLDER DEED means the deed dated on or about the date of this deed
        between GASCOR, TUA (No. 11) Pty Ltd and BS2 in relation to the removal
        of directors of TUA (No. 11) Pty Ltd.

        SUBORDINATED FACILITY AGREEMENT means the agreement dated on or about
        the date of this deed between the Core Borrowers, Eastern and the Junior
        Financier.

        SUBORDINATED INDEBTEDNESS means all liabilities of an Obligor in
        connection with any Indebtedness which is fully subordinated to the
        interests of the Senior Creditors.

        SUBSIDIARY of an entity means another entity which is a subsidiary of
        the first within the meaning of part 1.2 division 6 of the Corporations
        Law or is a subsidiary of or otherwise controlled by the first within
        the meaning of any approved accounting standard.

        SURETY means a person (other than the Obligor) which at any time is
        liable by guarantee or otherwise alone or jointly, or jointly and
        severally, to pay or indemnify against non-payment of the Senior Debt or
        Junior Debt.

        SYNDICATED FACILITIES AGREEMENT means the agreement dated on or about
        the date of this deed between the Core Borrowers, the WCF Borrowers, the
        Joint Lead Banks (as defined in that agreement), the Working Capital
        Bank (defined in that agreement), the Hedge Counterparties, the Agent,
        the Offshore Paying Agent and the Financiers.

        SYSTEMS means for an entity, centralised and decentralised hardware,
        software and networks (including interfaces, data storage and equipment
        with embedded computer chips or logic) used by an entity.

        TAXES means taxes, levies, imposts, charges and duties imposed by any
        authority (including stamp and transaction duties) together with any
        related interest, penalties, fines and expenses in connection with them,

        <PAGE>


        except if imposed on the overall net income of a Creditor.

        TEXAS GUARANTEE means the instrument entitled "Guaranty" to be dated on
        or before Financial Close given by Texas in favour of the Junior
        Financier.

        TEXAS INDEMNITY means any right (whether arising by indemnity,
        contribution, subrogation or otherwise) against a Core
        Borrower arising in connection with the Texas Guarantee.

                    TOTAL FACILITY LIMIT has the meaning given to that term in
        the Syndicated Facilities Agreement.

                    TOTAL SUBORDINATED DEBT means at any time the aggregate
        consolidated principal amount of Qualifying Subordinated Debt (other
        than capitalised interest).

                    TRANSACTION DOCUMENTS means each Finance Document, Licence,
        Material Contract, any document which an Obligor acknowledges in writing
        to be a Transaction Document, and any other document connected with any
        of them.

                    TRUST FUND means the amount held by the Security Trustee
        under clause 2.1 together with any other property which the Security
        Trustee acquires to hold on the trusts of this deed including, without
        limitation, any Security Interest which it executes after the date of
        this deed in its capacity as trustee of the trust established under this
        deed and any property which represents the proceeds of sale of any such
        property or proceeds of enforcement of any Security Interest.

                    TUA-BS1 LOAN AGREEMENT means each loan agreement dated on or
        about the date of this deed between TUA (as lender) and BS1 (as
        borrower).

                    TUA MORTGAGE means the mortgage made or to be made between
        Holdco and TUA over TUA's interests in the TUA-BS1 Loan Agreement.

                    WCF BORROWER means each Purchaser.

                    WESTAR means Westar Pty Ltd (ACN 079 089 008).

                    WESTAR ASSETS means Westar (Assets) Pty Ltd (ACN 079 089
        062).

                    WORKING CAPITAL TERMS AND CONDITIONS has the meaning given
        to that term in the Syndicated Facilities Agreement.

                    YEAR 2000 COMPLIANT means in respect of all Systems that
        neither its performance nor functionality is affected by dates prior to,
        during or after the year 2000 and that, in particular:

                           (a)     no value for current date causes or is likely
                                   to cause any interruption in operation of the
                                   Systems;

                           (b)     date-based functionality of the Systems
                                   behaves consistently for dates prior to,
                                   during and after year 2000;

                           (c)     in all data storage, the century in any date
                                   must be specified either explicitly or by
                                   unambiguous algorithms or inferencing rules;

                           (d)     the year 2000 must be recognised as a leap
                                   year.

        <PAGE>


                    1.2    In this deed, unless the contrary intention appears:

                           (a)     a reference to this deed or another
                                   instrument includes any variation or
                                   replacement of any of them;

                           (b)     a reference to a statute, ordinance, code or
                                   other law includes regulations and other
                                   instruments under it and consolidations,
                                   amendments, re-enactments or replacements of
                                   any of them;

                           (c)     the singular includes the plural and vice
                                   versa;

                           (d)     the word "person" includes a firm, an entity,
                                   an unincorporated association or an
                                   authority;

                           (e)     a reference to a person includes a reference
                                   to the person's executors, administrators,
                                   successors, substitutes (including, without
                                   limitation, persons taking by novation) and
                                   assigns;

                           (f)     an agreement, representation or warranty on
                                   the part of or in favour of two or more
                                   persons binds or is for the benefit of them
                                   jointly and severally but an agreement or
                                   warranty of a Creditor or the Creditors binds
                                   that Creditor or Creditors severally only;

                           (g)     a reference to any thing (including without
                                   limitation, any amount) 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.

                    1.3    Headings are inserted for convenience and do not
                           affect the interpretation of this deed.

INCORPORATION
                    1.4    Unless the context otherwise requires, a capitalised
                           term used in this deed and not defined in it will
                           have the meaning given in the Bank Finance Document
                           which defines it.

AGENT
                    1.5    The Agent enters into this deed in its capacity as
                           Agent for and on behalf of the Financiers and Hedge
                           Counterparties so as to bind itself and the
                           Financiers and Hedge Counterparties.

2       DECLARATION OF TRUST
------------------------------------------------------------------------------
                    2.1    The Security Trustee declares that it holds the sum
                           of A$10 and will hold the Trust Fund on trust at any
                           time for itself and the persons who are Senior
                           Creditors at that time.

                    2.2    The trust established under this deed commences on
                           the date of this deed and unless determined earlier
                           is to end on the day prior to the eightieth
                           anniversary of the date of this deed.

                    2.3    The perpetuity period applicable to the trust
                           established under this deed is the period of 80
                           years commencing on the date of this deed.

        <PAGE>



                    2.4    The trust established under this deed is to be known
                           as the TU Australia Holdings Trust.

3       DUTIES, POWERS AND RIGHTS OF SECURITY TRUSTEE
-----------------------------------------------------------------------------
AUTHORITY OF SECURITY TRUSTEE
                    3.1    The Security Trustee is appointed to enter into and
                           act as trustee for the Senior Creditors under the
                           Bank Finance Documents.

AUTHORITY OF SECURITY TRUSTEE TO EXECUTE FINANCE DOCUMENTS
                    3.2    Each Senior Creditor authorises the Security Trustee
                           to execute and deliver those of the Bank Finance
                           Documents to which it is intended to be a party.

POWER OF THE SECURITY TRUSTEE
                    3.3    The Security Trustee shall have the rights,
                           discretions and powers delegated to it under this
                           deed, and all other powers reasonably incidental to
                           them. However, the Security Trustee does not have
                           any fiduciary or other duties or responsibilities to
                           any party, except as expressly set out in the Bank
                           Finance Documents.

SEEKING INSTRUCTIONS; CONSULTATION
                    3.4    The Security Trustee is not obliged to consult with
                           or seek instructions from the Creditors before giving
                           any consent, approval or agreement or exercising any
                           right, power or discretion under a Bank Finance
                           Document, except where that Bank Finance Document
                           expressly provides otherwise.  In that event, the
                           Security Trustee may seek instructions from those
                           Senior Creditors who are entitled at that time to
                           vote on any such instruction, and may specify a
                           period of not less than 5 Business Days within which
                           instructions are to be provided.  That period may be
                           shortened with the consent of the Senior Creditors.

          If a Senior Creditor does not provide instructions in writing within
          the period specified, it shall be deemed (only for the purpose of
          determining whether instructions have been given by the Majority of
          Senior Creditors) to have an Amount Owing of zero.

ACTION IN THE ABSENCE OF INSTRUCTIONS
                    3.5    In the absence of instructions, the Security Trustee
                           need not act, but the Security Trustee may act, as it
                           considers to be  in the interests of the Senior
                           Creditors. If the Security Trustee considers it is in
                           the best interest of the Senior Creditors to
                           exercise, or not to exercise, a right, power or
                           discretion before it is able to obtain instructions
                           from the Senior Creditors it may (but is not obliged
                           to) do so.  This includes the exercise of a right,
                           power or discretion to appoint a Receiver pending
                           obtaining instructions.

OBLIGORS NOT TO INVESTIGATE AUTHORITY
                    3.6    No Obligor need inquire whether any instructions
                           have been given to the Security Trustee by the
                           Majority of Senior Creditors or as to the terms of
                           those instructions. As between any Obligor and the
                           Creditors, all action taken by the Security Trustee
                           under a Bank Finance Document will be taken to be
                           authorised.
<PAGE>

AMENDMENTS, WAIVERS, RELEASES AND ENFORCEMENT
                    3.7    The Security Trustee shall act on the instructions
                           of the Senior Creditors in accordance with clause 19
                           of the Syndicated Facilities Agreement (subject to
                           any necessary changes, including where the Security
                           Trustee is a person other than the Agent).

LIMITS ON DUTIES OF SECURITY TRUSTEE
                    3.8    The Security Trustee has no duty to:

                           (a)     (NO OBLIGATION TO ACT UNLESS INDEMNIFIED)
                                   exercise any right it may have as a result of
                                   an Event of Default, unless it is indemnified
                                   to its reasonable satisfaction;

                           (b)     (NO OBLIGATION TO PROVIDE INFORMATION)
                                   provide any Creditor (or any other person)
                                   with any credit or other information
                                   concerning the affairs, financial condition
                                   or business of any Obligor which may come
                                   into its possession as Security Trustee,
                                   except as stated in clause 3.11;

                           (c)     (NO ACTION PENDING DIRECTION) exercise any
                                   right, if it has sought instructions under
                                   clause 3.4 as to whether it should exercise,
                                   or as to the manner of exercise, of the
                                   right, pending its receipt of those
                                   instructions (notwithstanding any other
                                   provision of a Bank Finance Document which
                                   imposes a duty on it to do so); or

                           (d)     (DEFECTS IN TITLE) enquire whether there is,
                                   or seek perfection of, a defect in title of
                                   either an Obligor to any Secured Property or
                                   of the Security Trustee in relation to its
                                   interest in the Secured Property unless (in
                                   the context of any particular defect) it is
                                   directed to do so by a Majority of Senior
                                   Creditors.

SECURITY TRUSTEE'S DUTY IS ONLY TO SENIOR CREDITORS
                    3.9     The Security Trustee owes its duties under the Bank
                            Finance Documents to the Senior Creditors only and
                            not to any Junior Creditor or Obligor.

DUTY OF SECURITY TRUSTEE TO ACT HONESTLY
                    3.10    In exercising its rights and performing its duties
                            under the Bank Finance Documents, the Security
                            Trustee must act honestly and in what it considers
                            to be the interests of the Senior Creditors.

NOTICE OF EVENT OF DEFAULT
                    3.11    The Security Trustee is not to be regarded as having
                            knowledge of the occurrence of an Event of Default
                            unless it receives notice from another Senior
                            Creditor or an Obligor stating that an Event of
                            Default has occurred and giving reasonable
                            particulars.

INDEMNITY TO SECURITY TRUSTEE
                    3.12    If the Security Trustee is a person other than the
                            Agent, the Agent (on behalf of the Senior Creditors,
                            rateably in accordance with their respective Amounts
                            Owing) shall indemnify the Security Trustee, on
                            demand, against any Loss suffered or incurred by the
                            Security Trustee as a result of, in connection with
                            or in contemplation of:

<PAGE>

                           (a)     the stamping and registration of the Bank
                                   Finance Documents;

                           (b)     the exercise, enforcement or preservation, or
                                   attempted exercise, enforcement or
                                   preservation, of any of its rights as
                                   Security Trustee;

                           (c)     the performance or purported performance of
                                   its duties under the Bank Finance Documents;

                           (d)     any action or omission by the Security
                                   Trustee under (or purportedly under) any Bank
                                   Finance Document; or

                           (e)     anything done or not done by the Security
                                   Trustee pursuant to any direction or
                                   authorisation of a Majority of Senior
                                   Creditors.

        This includes, in each case, the fees and expenses on a full indemnity
        basis of legal and other professional advisors.

        This clause does not apply to the extent that:

                           (f)     the Security Trustee is reimbursed on demand
                                   by an Obligor for any cost or expense
                                   incurred or payable by the Security Trustee;
                                   or

                           (g)     the relevant Loss was suffered or incurred as
                                   a direct result of the Security Trustee's
                                   fraud, negligence or wilful misconduct.

        Each Representative of the Security Trustee shall be entitled to the
        benefit of this clause 3.12. The Security Trustee holds that benefit on
        their behalf.

SECURITY TRUSTEE MAY ALSO BE A CREDITOR
                    3.13   The parties acknowledge and agree that the Security
                           Trustee may be a Junior Creditor. If the Security
                           Trustee is or becomes a Creditor in another
                           capacity, its obligations and rights in that
                           capacity are or will be the same as those it would
                           have had if it was not the Security Trustee.

NO REPRESENTATION BY SECURITY TRUSTEE
                    3.14   The Agent and each other Creditor acknowledge that
                           the Security Trustee has made no representation or
                           given any warranty upon which it has relied, except
                           to the extent expressly set out in this deed.

NO INDIVIDUAL ENFORCEMENT BY CREDITORS
                    3.15   In relation to the rights which the Security Trustee
                           holds under the Bank Finance Documents on behalf of
                           the Senior Creditors, each Senior Creditor
                           acknowledges that:

                           (a)     the right is only exercisable by the Security
                                   Trustee; and

                           (b)     the Senior Creditor is not empowered to waive
                                   or vary the right.

<PAGE>

RELIANCE ON DOCUMENTS AND EXPERTS

                    3.16   The Security Trustee may rely on:

                           (a)     any document (including any facsimile
                                   transmission, telegram or telex) believed by
                                   it to be genuine and correct; and

                           (b)     advice and statements of lawyers, independent
                                   accounts and other experts selected by the
                                   Security Trustee.

NOTICE OF TRANSFER
                    3.17   The Security Trustee may treat each Creditor as the
                           holder of the Creditor's respective rights under the
                           Finance Documents, Eastern Loan Agreement and
                           Intercompany Loan Agreements:

                           (a)     until it has received a notice of assignment
                                   satisfactory to it; and

                           (b)     even if it has received a notice of
                                   assignment, unless and until the assignee is
                                   or has become a Creditor.

DISTRIBUTION OF INFORMATION TO AGENT AND NOTE AGENT
                    3.18   The Security Trustee shall provide a copy of each
                           notice, report and other document given to it under
                           the Bank Finance Documents to the Senior Creditors.

4       SUBORDINATION
--------------------------------------------------------------------------------
SUBORDINATION
                    4.1    Despite any other agreement between a Junior
                           Creditor and an Obligor but except as permitted by
                           clauses 4.6 and 4.7, each party agrees with each
                           other party that no part of the Junior Debt is due
                           for payment or capable of being declared due for
                           payment unless:

                           (a)     the Senior Debt is satisfied or repaid in
                                   full; or

                           (b)     an Event occurs; or

                           (c)     that Junior Debt is refinanced by Qualifying
                                   Subordinated Debt and the refinancing party
                                   has agreed to be bound under this deed as a
                                   Junior Creditor.

RIGHTS AND OBLIGATIONS FOLLOWING AN EVENT
                    4.2    If an Event occurs, then the Junior Debt is payable
                           immediately.

                    4.3    If an Event occurs, then each Junior Creditor agrees,
                           on request from the Security Trustee, to:

                           (a)     prove for the whole of its Relevant Junior
                                   Debt; and

                           (b)     immediately send to the Security Trustee a
                                   copy of its notice of proof.

                    4.4    A Junior Creditor may not prove for its Relevant
                           Junior Debt except following a request from the
                           Security Trustee under clause 4.3.
<PAGE>

                    4.5    If a Junior Creditor receives or recovers any money
                           on account of that Junior Creditor's Relevant Junior
                           Debt or any amount is paid to any person in
                           connection with that Junior Creditor's Relevant
                           Junior Debt (including, without limitation, to an
                           assignee of that Junior Creditor's Relevant Junior
                           Debt), whether by way of repayment, satisfaction or
                           otherwise and whether from an Obligor or from any
                           other person, including, without limitation, a
                           liquidator, provisional liquidator or administrator
                           of an Obligor, then that Junior Creditor agrees
                           forthwith to pay to the Security Trustee for the
                           account of the Senior Creditors, without the need for
                           any demand, an amount equal to the lesser of the full
                           amount so received, recovered or paid and the full
                           amount of the Senior Debt at that time.

JUNIOR CREDITOR UNDERTAKINGS
                    4.6    A Junior Creditor may not, without the consent of
                           the Security Trustee or, following the occurrence of
                           an Event of Default, except as directed by the
                           Security Trustee:

                           (a)     directly or indirectly demand payment of, sue
                                   for, accept payment or repayment of (except
                                   payments or repayments which constitute
                                   Permitted Distributions or are permitted
                                   under clause 6.5) or in any way allow by
                                   reduction of an Obligor's assets or
                                   otherwise, the discharge, satisfaction or
                                   extinguishment of its Relevant Junior Debt;
                                   or

                           (b)     novate, vary, replace or rescind or waive any
                                   of its rights under any agreement or document
                                   under which an Obligor's obligations in
                                   respect of its Relevant Junior Debt arise
                                   (other than any extension to the term of the
                                   Junior Finance Debt); or

                           (c)     set off its Relevant Junior Debt against any
                                   Indebtedness of the Junior Creditor to the
                                   Obligor;  or

                           (d)     assign, charge or otherwise deal with its
                                   Relevant Junior Debt except in the case of
                                   the TUA Mortgage; or

                           (e)     accept the benefit of any guarantee in
                                   respect of its Relevant Junior Debt other
                                   than, in the case of the Junior Financier,
                                   the Texas Guarantee; or

                           (f)     suffer to exist or take a Security Interest
                                   to secure payment of its Relevant Junior Debt
                                   except in the case of the TUA Mortgage; or

                           (g)     borrow or raise money from or otherwise
                                   become indebted to an Obligor except in
                                   accordance with the Intercompany Loan
                                   Agreements; or

                           (h)     convert any Junior Debt into shares in an
                                   Obligor.

PERMITTED JUNIOR FINANCIER PAYMENTS
                    4.7    So long as:

                           (a)     no Senior Debt is due and payable but unpaid;
                                   and

<PAGE>

                           (b)     no Event of Default or Potential Event of
                                   Default has occurred and is subsisting under
                                   any document relating to any Senior Debt,

        and subject to the payment being permitted under clause 6.5, an Obligor
        may pay, satisfy or discharge, and the Junior Financier and Eastern may
        receive and retain, payment of scheduled payments of interest and
        principal on the Junior Finance Debt and the Eastern Debt not earlier
        than the date the same are scheduled to be due in accordance with, and
        in the amounts contemplated by, the terms of the Junior Finance
        Documents and the Eastern Loan Agreement and the Junior Financier and
        Eastern, (as the case may be) may make demands in respect of, or so as
        to establish a liability to pay, any amount so permitted to be paid.

                    4.8    Except with the prior written consent of the
                           Security Trustee or, following the occurrence of an
                           Event of Default, as directed by the Security
                           Trustee, a Junior Creditor may not take any action
                           to recover the Relevant Junior Debt including,
                           without limitation, by:

                           (a)     voting for the winding up of an Obligor; or

                           (b)     requisitioning a meeting to consider:

                                   (i)     a resolution for the winding up of an
                                           Obligor; or

                                   (ii)    a scheme of arrangement for an
                                           Obligor; or

                                   (iii)   a resolution for the appointment of
                                           an administrator to an Obligor; or

                           (c)     applying to the court to wind up an Obligor.

                    4.9    If a liquidator, provisional liquidator or
                           administrator of an Obligor sets off against the
                           Relevant Junior Debt any amounts in respect of which
                           a Junior Creditor is indebted to the Obligor, then
                           the Junior Creditor indemnifies the Senior Creditors
                           against loss they suffer because the amount set off
                           is not part of its Relevant Junior Debt.

OBLIGORS
                    4.10   Each Obligor may not, without the consent of the
                           Senior Creditors:

                           (a)     permit or suffer any guarantee to be given in
                                   respect of the Junior Debt other than, in the
                                   case of the Junior Finance Debt, the Texas
                                   Guarantee; or

                           (b)     suffer to exist or grant a Security Interest
                                   to secure payment of the Junior Debt except
                                   the TUA Mortgage; or

                           (c)     directly pay (except for payments which
                                   constitute Permitted Distributions or are
                                   permitted under clause 6.5) or in any way
                                   reduce the Obligor's assets to discharge the
                                   Junior Debt; or

                           (d)     novate, vary, replace or rescind any
                                   agreement or instrument under which the
                                   Obligor's obligations in respect of the
                                   Junior Debt arise (other than any extension
                                   to the term of the Junior Finance Debt); or
<PAGE>

                           (e)     set off the Junior Debt against any
                                   Indebtedness of the Junior Creditor to the
                                   Obligor;  or

                           (f)     enter into any arrangement which results in
                                   the Junior Debt not being subordinated to the
                                   Senior Debt; or

                           (g)     create, grant, extend or permit to subsist or
                                   be imposed any Security Interest ranking in
                                   priority to, equally with or subsequent to
                                   the Senior Debt or any Security Interest for
                                   the Senior Debt; or

                           (h)     take any action to recover any amount owing
                                   under or any amount it is entitled to receive
                                   under an Intercompany Loan Agreement
                                   including, without limitation, by doing any
                                   of the things specified in clause 4.8.

                    4.11   Each Obligor agrees to notify the Senior Creditor
                           immediately if it receives a demand whether direct
                           or indirect for payment of the Junior Debt.

REVOCATION OF APPROVALS
                    4.12   Any approval given by the Security Trustee in
                           connection with this deed immediately terminates if:

                           (a)     a Junior Creditor or an Obligor defaults
                                   under this deed; or

                           (b)     the Obligor is unable to pay its debts as
                                   they fall due; or

                           (c)     an Event occurs;  or

                           (d)     the Security Trustee demands payment of the
                                   Senior Debt from an Obligor in accordance
                                   with the Bank Finance Documents.

PRESERVATION OF SENIOR CREDITOR'S RIGHTS
                    4.13   No obligation of a Junior Creditor arising under
                           this deed is released or abrogated, prejudiced or
                           affected by any act matter or thing that a Senior
                           Creditor may do or omit to do which but for this
                           provision would or might release abrogate prejudice
                           or affect the obligations of the Junior Creditor
                           including, without limitation:

                           (a)     the granting of time, credit or any
                                   indulgence or concession to an Obligor or any
                                   Surety by a Security Trustee or a Senior
                                   Creditor or by any compounding or compromise
                                   release abandonment waiver variation
                                   relinquishment renewal or transfer of any
                                   securities, documents of title, assets or any
                                   rights of a Senior Creditor against an
                                   Obligor or any Surety of any other person or
                                   by neglect or omission to enforce any such
                                   rights;

                           (b)     the liquidation, receivership or official
                                   management of an Obligor, any Junior Creditor
                                   or any Surety which is an entity or the
                                   bankruptcy or death of any Surety who is a
                                   natural person, or any Junior Creditor or an
                                   Obligor or any Surety entering into any
                                   compromise or assignment of property or

<PAGE>

                                   scheme of arrangement or composition of debts
                                   or scheme of reconstruction;

                           (c)     any person giving a guarantee or other
                                   Security Interest in respect of all or any of
                                   the Senior Debt;

                           (d)     failure by an Obligor or any Surety or any
                                   other person to provide any Security Interest
                                   which ought to be provided or to have been
                                   provided under any agreement in respect of
                                   all or any part of the Senior Debt;

                           (e)     any alteration, addition or variation to any
                                   agreement in respect of all or any part of
                                   the Senior Debt;

                           (f)     any Security Interest held or taken at any
                                   time by a Senior Creditor for all or any part
                                   of the Senior Debt being void, defective or
                                   informal;

                           (g)     an Obligor or any Surety being discharged
                                   from its obligation to pay all or any of the
                                   Senior Debt otherwise than by payment or
                                   satisfaction of those moneys to a Senior
                                   Creditor; or

                           (h)     a Junior Creditor being discharged from its
                                   obligations to a Senior Creditor under this
                                   deed.

                    4.14   If a Senior Creditor holds any other Security
                           Interest for or right in respect of all or any of the
                           Senior Debt, then:

                           (a)     the Senior Creditor need not resort to that
                                   other Security Interest or right before
                                   enforcing its rights under this deed; and

                           (b)     the liability of each Junior Creditor under
                                   this deed is not affected by reason that the
                                   other Security Interest or right is or may be
                                   wholly or partly void or unenforceable.

                    4.15   This deed does not prejudicially affect and is not
                           prejudicially affected by any Security Interest or
                           guarantee held by a Senior Creditor either at the
                           date of this deed or at any subsequent time.

                    4.16   Nothing contained in this deed, merges, discharges,
                           extinguishes, postpones, lessens or prejudices any
                           Security Interest now held or which may subsequently
                           be held or taken by a Senior Creditor for payment of
                           any of the Senior Debt. Nor does this deed or any
                           Security Interest:

                           (a)     affect:

                                   (i)    any right or remedy which the Senior
                                          Creditor now has or subsequently may
                                          have or be entitled to by law, equity
                                          or statute against any other person as
                                          surety or on any bill of exchange,
                                          promissory note, letter of credit or
                                          other negotiable instrument; or

                                   (ii)   security to the Senior Creditor for
                                          all or part of the Senior Debt; or
<PAGE>

                           (b)     operate as a payment of the Senior Debt until
                                   the same has been actually paid in cash.

        Nothing in any Security Interest and no other right or remedy which a
        Senior Creditor has or subsequently may have apart from this agreement
        discharges, extinguishes, postpones, lessens or otherwise prejudices
        this agreement. A Senior Creditor is not under any obligation to resort
        to any Security Interest in priority to this deed.

                    4.17   The subordination under this deed is a continuing
                           subordination and remains in full force until
                           payment in full of the Senior Debt.

POWER OF ATTORNEY
                    4.18   Each Junior Creditor irrevocably appoints the
                           Security Trustee and each Authorised Officer of the
                           Security Trustee severally its attorney.

                    4.19   Each attorney may:

                           (a)     in the name of the Junior Creditor or the
                                   attorney do anything which the Junior
                                   Creditor may lawfully do to exercise a right
                                   of proof of the Junior Creditor following an
                                   Event occurring (including, without
                                   limitation, executing drawdown notices,
                                   repayment notices or any notice in relation
                                   to amounts payable under Intercompany Loan
                                   Agreements, executing deeds and instituting,
                                   conducting and defending legal proceedings
                                   and receiving any dividend arising out of
                                   that right); and

                           (b)     delegate its powers (including, without
                                   limitation, this power of delegation) to any
                                   person for any period and may revoke a
                                   delegation; and

                           (c)     exercise or concur in exercising its powers
                                   even if the attorney has a conflict of duty
                                   in exercising its powers or has a direct or
                                   personal interest in the means or result of
                                   that exercise of powers.

                    4.20   The Junior Creditor agrees to ratify anything done
                           by an attorney or its delegate in accordance with
                           clause 4.19.

                    4.21   The Junior Creditor may not exercise the right of
                           proof referred to in clause 4.19 independently of the
                           attorney.

APPLICATION AS BETWEEN JUNIOR FINANCE DEBT AND EASTERN DEBT AND TEXAS INDEMNITY
                    4.22   If the Senior Debt has been paid in full, the
                           provisions of clause 4 apply (whether or not an
                           Event has occurred) as between the Junior Financier,
                           Holdco, Texas and Eastern and the other Obligors as
                           if:

                           (a)     a reference to the Senior Creditors were a
                                   reference to the Junior Financier;

                           (b)     a reference to the Senior Debt were a
                                   reference to the Junior Finance Debt;

                           (c)     a reference to the Junior Debt were a
                                   reference to the Texas Indemnity and the
                                   Eastern Debt and the Intercompany Loan Debt;
<PAGE>


                           (d)     a reference to the Security Trustee were a
                                   reference to the Junior Financier; and

                           (e)     a reference to the Junior Creditors were a
                                   reference to Texas and Eastern and Holdco and
                                   the other Obligors.

TEXAS GUARANTEE
                    4.23   Nothing in this clause 4 shall restrict the rights
                           of the Junior Financier under the Texas Guarantee in
                           respect of any amount which is scheduled to be due
                           in accordance with the Junior Finance Documents and,
                           but for this clause 4, would be due and payable to
                           the Junior Financier.

CORPORATIONS LAW
                    4.24   This clause 4 is intended to operate as a "debt
                           subordination" (as defined in section 563C(2) of the
                           Corporations Law) by each Junior Creditor.

OBLIGORS
                    4.25   Each Obligor acknowledges and agrees that any
                           amendment or variation to any Bank Finance Document
                           does not affect, prejudice or relieve any of the
                           Obligors of their respective obligations under the
                           Intercompany Loan Agreements.

TEXAS
                    4.26   The parties acknowledge that the only obligations
                           incurred by Texas in entering into this deed are as
                           a Junior Creditor and that those obligations only
                           arise to the extent to which Texas has any right
                           (whether arising by indemnity, contribution,
                           subrogation or otherwise) against a Core Borrower in
                           connection with any payment by Texas under the Texas
                           Guarantee.

5       REPRESENTATIONS AND WARRANTIES
-----------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
                    5.1    Each Obligor represents and warrants (except in
                           relation to matters disclosed to the Security
                           Trustee by the Obligor and accepted by the Security
                           Trustee in writing) that:

                           (a)     (INCORPORATION AND EXISTENCE) it has been
                                   incorporated as a company limited by shares
                                   in accordance with the laws of its place of
                                   incorporation set out in the Details, is
                                   validly existing under those laws and has
                                   power and authority to carry on its business
                                   as it is now being conducted; and

                           (b)     (POWER) it has power (including, without
                                   limitation, power under the Partnership Deed,
                                   in the case of each Core Borrower) to enter
                                   into the Transaction Documents to which it is
                                   a party and observe its obligations under
                                   them; and

                           (c)     (AUTHORISATIONS) it has in full force and
                                   effect the Authorisations necessary for it to
                                   enter into the Transaction Documents to which
                                   it is a party, to observe its obligations and

<PAGE>

                                   exercise its rights under them and to allow
                                   them to be enforced; and

                           (d)     (VALIDITY OF OBLIGATIONS) its obligations
                                   under the Transaction Documents to which it
                                   is a party are valid and binding and are
                                   enforceable against it in accordance with
                                   their terms except to the extent limited by
                                   equitable principles and laws affecting
                                   creditors' rights generally; and

                           (e)     (NO CONTRAVENTION OR EXCEEDING POWER) the
                                   Transaction Documents to which it is a party
                                   and the transactions under them which involve
                                   it do not contravene its:

                                   (i)    constituent documents (if any); or

                                   (ii)   any law or obligation by which it is
                                          bound or to which any of its assets
                                          are subject or cause a limitation on
                                          its powers or the powers of its
                                          directors to be exceeded which, in the
                                          case of the Licences or the Material
                                          Contracts to which it is a party, is
                                          or is likely to be a Material Adverse
                                          Effect; and

                           (f)     (ACCOUNTS) its most recent audited Financial
                                   Statements last given to the Security Trustee
                                   are a true and fair statement of its
                                   financial position as at the date to which
                                   they are prepared and disclose or reflect all
                                   its actual and contingent liabilities as at
                                   that date; and

                           (g)     (CONSOLIDATED ACCOUNTS) if it is required to
                                   prepare consolidated Financial Statements
                                   under the Corporations Law, the most recent
                                   audited consolidated Financial Statements of
                                   the economic entity constituted by it and
                                   the entities which it controls last given to
                                   the Security Trustee are a true and fair
                                   statement of the economic entity's financial
                                   position as at the date to which they are
                                   prepared and disclose or reflect all the
                                   economic entity's actual and contingent
                                   liabilities as at that date; and

                           (h)     (NO MATERIAL CHANGE) there has been no change
                                   in its financial position since the date to
                                   which its Financial Statements last given to
                                   the Security Trustee were prepared which is
                                   likely to be a Material Adverse Effect; and

                           (i)     (NO MATERIAL CHANGE TO ECONOMIC ENTITY) if it
                                   is required to prepare consolidated Financial
                                   Statements under the Corporations Law, there
                                   has been no change in the consolidated
                                   financial position of the economic entity
                                   constituted by it and the entities which it
                                   controls since the date to which the
                                   consolidated Financial Statements of the
                                   economic entity last given to the Security
                                   Trustee were prepared which is likely to be a
                                   Material Adverse Effect; and

                           (j)     (EVENT OF DEFAULT) no Event of Default which
                                   has not been waived or (to the best of its
                                   knowledge, information and belief having made
                                   due enquiry) Potential Event of Default

<PAGE>

                                   (except if notice of that Potential Event of
                                   Default has been given to the Security
                                   Trustee) continues unremedied; and

                           (k)     (DEFAULT UNDER LAW - MATERIAL ADVERSE EFFECT)
                                   it is not in breach of a law or obligation
                                   affecting it or its assets in a way which is
                                   or is likely to be a Material Adverse Effect;
                                   and

                           (l)     (LITIGATION) there is no proceeding or any
                                   pending or (to the best of its knowledge,
                                   information and belief having made due
                                   enquiry) threatened proceeding affecting it
                                   or any of its assets before a court,
                                   Governmental Agency, commission or arbitrator
                                   which could reasonably be expected to result
                                   in a Material Adverse Effect; and

                           (m)     (NOT A TRUSTEE) it does not enter into any
                                   Transaction Document as trustee; and

                           (n)     (OWNERSHIP OF PROPERTY) it is the beneficial
                                   owner of and has good title to all property
                                   held by it or on its behalf and all
                                   undertakings carried on by it free from
                                   Security Interests other than Permitted
                                   Security Interests; and

                           (o)     (BENEFIT) it benefits by entering into the
                                   Transaction Documents to which it is a party;
                                   and

                           (p)     (SOLVENCY) no Insolvency Event has occurred
                                   and is continuing in respect of it; and

                           (q)     (NO BENEFIT TO RELATED PARTY) it has not
                                   contravened and will not contravene section
                                   243H or section 243ZE of the Corporations Law
                                   by entering into any Transaction Document or
                                   participating in any transaction in
                                   connection with a Transaction Document; and

                           (r)     (NO IMMUNITY) it has no immunity from the
                                   jurisdiction of a court or from legal
                                   process; and

                           (s)     (YEAR 2000) in the case of each member of the
                                   Operating Group, it will be Year 2000
                                   Compliant by 30 September 1999; and

                           (t)     (INFORMATION) to the best of its knowledge
                                   and belief, having made due enquiry, all
                                   historical information (including, without
                                   limitation, the Base Case Model but excluding
                                   any information provided by the Victorian
                                   Government, Westar or Kinetik) provided to
                                   each Creditor or a Related Entity of any of
                                   them, by or on behalf of:

                                   (i)     an Obligor or Texas during the period
                                           up to and including the date of this
                                           deed; and

                                   (ii)    an Obligor in respect of the period
                                           after the date of this deed,

<PAGE>


        in connection with the Transaction Documents is true and accurate in all
        material respects as at the date when such information was provided and
        to the best of its knowledge (after due enquiry of Texas, in respect of
        information provided during the period up to and including the date of
        this deed and after due enquiry of any other person providing
        information to the Creditor or a Related Entity of any of them on behalf
        of an Obligor or, during the applicable periods, of Texas) there are no
        material facts or circumstances which have not been disclosed to the
        Security Trustee and which, if disclosed, might reasonably be expected
        to significantly adversely affect the decision of a person considering
        whether to provide financial accommodation to a Borrower and all
        forecasts and projections have been made in good faith and in the case
        of information provided by the Victorian Government, Westar and Kinetik,
        to the best of its knowledge and belief, such information is true and
        accurate in all material respects; and

                           (u)     (SHAREHOLDINGS) as at the date of this deed:

                                   (i)     Texas is the ultimate holding company
                                           of TUA; and

                                   (ii)    TUA legally and beneficially holds
                                           all of the issued shares in BS1; and

                                   (iii)   BS1 legally and beneficially holds
                                           all of the issued shares in BS2; and

                                   (iv)    BS2 legally and beneficially holds
                                           all of the shares in TUA (No. 10) Pty
                                           Ltd and TUA (No. 11) Pty Ltd; and

                                   (v)     Texas, directly or indirectly through
                                           one or more interposed companies,
                                           holds all of the issued shares in the
                                           companies comprising the Core
                                           Borrowers; and

                                   (vi)    the Core Borrowers legally and
                                           beneficially hold all of the issued
                                           shares in Holdco,

        and in respect of each day from and including the date of Financial
        Close:

                                   (vii)   Texas indirectly through one or more
                                           interposed companies, holds all of
                                           the issued shares in TUA; and

                                   (viii)  Texas, directly or indirectly through
                                           one or more interposed companies,
                                           holds all of the issued shares in the
                                           Core Borrowers; and

                                   (ix)    the Core Borrowers legally and
                                           beneficially hold all of the issued
                                           shares in Holdco; and

                                   (x)     Holdco legally and beneficially holds
                                           all of the issued shares in TUA; and

                                   (xi)    TUA legally and beneficially holds
                                           all of the issued shares in BS1; and

                                   (xii)   BS1 legally and beneficially holds
                                           all of the issued shares in BS2; and

<PAGE>

                                   (xiii)  BS2 legally and beneficially holds
                                           all of the issued shares in TUA (No.
                                           10) Pty Ltd and TUA (No. 11) Pty Ltd;
                                           and

                                   (xiv)   TUA legally and beneficially owns all
                                           of the issued shares in any Related
                                           Entity which has or will enter into
                                           an Outsourcing Agreement with a
                                           Purchaser; and

                           (v)     (CONTROL) Texas ultimately controls the
                                   composition of the board of directors of each
                                   Obligor and no person other than Texas and
                                   the board of directors of the relevant
                                   Obligor has management and operational
                                   control of an Obligor; and

                           (w)     (SUBSIDIARIES) the Operating Group does not
                                   have any Subsidiaries, other than those
                                   notified by it to the Security Trustee; and

                           (x)     (RANKING) its obligations under the Bank
                                   Finance Documents to which it is a party rank
                                   in all respects:

                                   (i)    at least equally with all its other
                                          unsecured and unsubordinated
                                          indebtedness (actual or contingent and
                                          whether present or future), except
                                          liabilities mandatorily preferred by
                                          law or as otherwise provided in the
                                          Bank Finance Documents; and

                                   (ii)   in terms of repayment or payment in
                                          winding up, in priority to the
                                          Qualifying Subordinated Debt; and

                           (y)     (TAXATION) to the best of its knowledge,
                                   information and belief having made due
                                   enquiry, it has complied with all material
                                   taxation laws in all jurisdictions in which
                                   it is subject to Taxes, it has paid all
                                   material Taxes due and payable by it, other
                                   than Contested Taxes; and

                           (z)     (INSURANCE) in the case of the Purchasers,
                                   all insurances considered appropriate by the
                                   Purchasers and Security Trustee and which are
                                   available on reasonable and commercial terms
                                   to its:

                                   (i)    business, assets and operations,
                                          including loss of revenue arising from
                                          loss or damage to its own assets or
                                          the assets of all suppliers or
                                          customers; and

                                   (ii)   public liability in regard to all
                                          operations in respect of general and
                                          products liability, including the
                                          failure of gas supply liability,
                                          bushfire liability; and

                                   (iii)  professional indemnity liability; and

                                   (iv)   directors and officers liability,

        have been effected and are in full force and effect, it has not made any
        material misstatement or misrepresentations or omitted to disclose any
        material facts to the insurers or their agents in relation thereto and
        it is not aware of any reason giving rise to any right or likelihood

<PAGE>

        that any such policies may be terminated or that any insurers thereunder
        will refuse to pay any claim when made; and

                           (aa)    (INTELLECTUAL PROPERTY) in the case of the
                                   Purchasers, it owns, or has the right and
                                   licence to use, all trade secrets,
                                   confidential information, know-how, patents,
                                   trade marks, designs (whether registered or
                                   unregistered), copyright, and computer
                                   programs necessary for the conduct of the
                                   Core Business; and

                           (bb)    (ENVIRONMENTAL LAWS) in the case of the
                                   Purchasers, the occupation, use and
                                   development of each of its Properties
                                   complies with all Environmental Laws and all
                                   Authorisations required under any
                                   Environmental Law relating to those
                                   Properties are in full force and effect other
                                   than non-compliances which are neither likely
                                   to have a Material Adverse Effect nor likely
                                   to create any potential liability for the
                                   Senior Creditors; and

                           (CC)    (LICENCES) the Licences are validly issued
                                   under the Gas Industry Act 1994 and the
                                   Electricity Industry Act 1993, as the case
                                   may be, and are in full force and effect and,
                                   to the best of its knowledge, no event or
                                   circumstance has arisen or is likely to arise
                                   which may give rise to any right to revoke,
                                   rescind, terminate or suspend any Licence
                                   other than an event or circumstance in
                                   respect of which:

                                   (i)    the ORG has issued a `no action'
                                          letter, which is still in effect to a
                                          Purchaser indicating that the ORG will
                                          not be taking any action; or

                                   (ii)   there has been insufficient time to
                                          obtain a `no action' letter from the
                                          ORG and in respect of which the
                                          Purchaser has demonstrated to the
                                          Agent that it has been diligently
                                          pursuing the issue by the ORG of a
                                          `no action' letter and the remedy of
                                          any actual or potential contravention
                                          of a Licence condition arising from
                                          the event or circumstance and that a
                                          `no action' letter is likely to be
                                          issued by the ORG; or

                                   (iii)  the event or circumstance could not
                                          reasonably be expected to cause the
                                          ORG to exercise any right to revoke,
                                          rescind, terminate or suspend any
                                          Licence; and

                           (dd)    (OTHER MATERIAL AUTHORISATIONS) in the case
                                   of the Purchasers, no other material
                                   Authorisations are required which have not
                                   been or cannot now be obtained by it to
                                   enable it to conduct its business; and

                           (ee)    (SINGLE PURPOSE COMPANIES)  in the case of:

                                   (i)    each Borrower and Holdco it does not
                                          carry on any business other than as
                                          contemplated by its entry into and
                                          observance of obligations under the

<PAGE>

                                          Transaction Documents to which it is a
                                          party and the transactions permitted
                                          under this deed;

                                   (ii)   BS1 and BS2, it does not carry on any
                                          business other than as contemplated by
                                          its entry into and observance of
                                          obligations under the Transaction
                                          Documents to which it is a party;

                                   (iii)  each Purchaser, it does not carry on
                                          any business other than the Core
                                          Business; and

                           (ff)    (FIRB) all necessary approvals and
                                   authorisations required under the Foreign
                                   Acquisitions and Takeovers Act 1975 (Cth)
                                   necessary for the Purchasers to acquire and
                                   own the Assets and carry on the business
                                   contemplated by the Transaction Documents to
                                   which it is a party have been obtained and
                                   are in full force and effect; and

                           (gg)    (MATERIAL REGULATORY INSTRUMENTS AND
                                   CONTRACTS) in the case of each Purchaser, it
                                   is not:

                                   (i)    without affecting clause 5.1(cc), in
                                          breach of any Material Regulatory
                                          Instrument which is or is likely to be
                                          a Material Adverse Effect; and

                                   (ii)   in default under any Material Contract
                                          to which it is a party where such
                                          default is or is likely to be a
                                          Material Adverse Effect; and

                           (hh)    (PARTNERSHIP) the Partnership is a limited
                                   partnership established pursuant to the
                                   Partnership Deed and within the meaning of
                                   and validly constituted and existing and
                                   registered under Part 3 of the Partnership
                                   Act 1958 of Victoria.

CONTINUATION OF REPRESENTATIONS AND WARRANTIES
                    5.2     The representations and warranties in clause 5.1 are
                            taken also to be made on each Drawdown Date and on
                            the date of delivery of a compliance certificate in
                            accordance with clause 6.1(l) of this deed by
                            reference to the then current circumstances.  Each
                            Obligor agrees to notify the Agent of anything that
                            happens that would mean it could not truthfully
                            repeat all its representations and warranties in
                            this clause 5 on each Drawdown Date and on the date
                            of delivery of a compliance certificate in
                            accordance with clause 6.1(l) of this deed by
                            reference to the then current circumstances.  A
                            notification under this clause 5.2 does not limit
                            the Security Trustee's rights under clause 8.

6       UNDERTAKINGS
------------------------------------------------------------------------------
GENERAL UNDERTAKINGS
                    6.1     Each Obligor undertakes to:

                           (a)     (ACCOUNTING RECORDS) keep proper accounting
                                   records and ensure that each of its
                                   Subsidiaries does the same; and

<PAGE>

                           (b)     (INFORMATION) in the case of the Core
                                   Borrowers, give the Security Trustee any
                                   document or other information that the
                                   Security Trustee reasonably requests from
                                   time to time; and

                           (c)     (COPIES) in the case of the Core Borrowers,
                                   give the Security Trustee sufficient copies
                                   of any communication or document it is
                                   required to give the Security Trustee so as
                                   to enable the Security Trustee to give one
                                   copy to each Senior Creditor; and

                           (d)     (STATUS CERTIFICATES) in the case of the Core
                                   Borrowers, on reasonable request from the
                                   Security Trustee if the Security Trustee
                                   considers in good faith that an Event of
                                   Default or Potential Event of Default may
                                   have occurred, give the Security Trustee a
                                   certificate signed by two of its directors
                                   which states whether an Event of Default or
                                   Potential Event of Default continues
                                   unremedied; and

                           (e)     (MAINTAIN AUTHORISATIONS) obtain, renew on
                                   time and comply with the terms of, each
                                   Authorisation necessary for it to enter into
                                   the Transaction Documents to which it is a
                                   party, to observe its obligations and
                                   exercise its rights under them and to allow
                                   them to be enforced; and

                           (f)     (ANNUAL ACCOUNTS) give its and the
                                   Partnership's audited Financial Statements
                                   for each Financial Year to the Security
                                   Trustee within 90 days after the end of that
                                   year; and

                           (g)     (ANNUAL CONSOLIDATED ACCOUNTS) give the
                                   audited consolidated Financial Statements of
                                   the economic entity constituted by it and the
                                   entities which it controls (including the
                                   Partnership) for each Financial Year to the
                                   Security Trustee within 90 days after the end
                                   of that year; and

                           (h)    (HALF YEARLY ACCOUNTS) in the case of BS1 and
                                   its Subsidiaries, give its Financial
                                   Statements (audited if required under the
                                   Corporations Law) for the first half of each
                                   Financial Year to the Security Trustee within
                                   60 days after the end of that half year; and

                           (i)     (HALF YEARLY CONSOLIDATED ACCOUNTS) in the
                                   case of BS1 and its Subsidiaries, give the
                                   consolidated Financial Statements (audited if
                                   required under the Corporations Law) of the
                                   economic entity constituted by it and the
                                   entities which it controls for the first half
                                   of each Financial Year to the Security
                                   Trustee within 60 days after the end of that
                                   half year; and

                           (j)     (QUARTERLY ACCOUNTS) in the case of BS1 and
                                   its Subsidiaries, give unaudited quarterly
                                   consolidated management accounts (in a form
                                   approved by the Security Trustee) certified
                                   by two directors for the Quarters ending 31
                                   March and 30 September in each year to the
                                   Security Trustee within 60 days after the end
                                   of that Quarter; and

                           (k)     (ANNUAL BUSINESS PLAN) in the case of the
                                   Purchasers, give the annual business plan for
                                   the Purchasers to the Security Trustee as

<PAGE>
                                   soon as practicable, but in any event by no
                                   later than the commencement of each Financial
                                   Year; and

                           (l)     (COMPLIANCE CERTIFICATE) in the case of the
                                   Core Borrowers, give to the Security Trustee
                                   promptly after the release of the management
                                   accounts for each Quarter, a certificate
                                   which certificate must:

                                   (i)    be signed by an Authorised Officer of
                                          the Core Borrower; and

                                   (ii)   set out in reasonable detail the
                                          computations and financial and other
                                          information necessary to establish
                                          compliance by the Core Borrowers with
                                          the financial undertakings in clause
                                          6.4 (Financial Undertakings); and

                                   (iii)  state whether any Event of Default or
                                          (to the best of its knowledge,
                                          information and belief having made due
                                          enquiry) Potential Event of Default
                                          has occurred and is subsisting; and

                                   (iv)   in the case of the certificate
                                          delivered in connection with the
                                          management accounts for the end of a
                                          Financial Year, be subsequently
                                          confirmed in writing by its auditors
                                          at the time of delivery of the annual
                                          Financial Statements as being correct
                                          so far as it relates to compliance by
                                          the Core Borrowers with the financial
                                          undertakings in clause 6.4 (Financial
                                          Undertakings); and

                                   (v)    state the amount standing to the
                                          credit of the Capex Reserve, the
                                          Remediation Reserve and the Reserve
                                          Account; and

                                   (vi)   state the amount and term of the Hedge
                                          Agreements entered into by the Core
                                          Borrowers and that the Core Borrowers
                                          are in compliance with their
                                          obligations under clause 6.2(a); and

                           (m)     (FINANCIAL STATEMENTS) ensure that the
                                   Financial Statements referred to above:

                                   (i)    are prepared in accordance with
                                          Australian Accounting Standards; and

                                   (ii)   at the time of delivery, give a true
                                          and fair view of the state of affairs
                                          of the Obligor or the Obligor and its
                                          Subsidiaries, as the case may be, as
                                          at the date on which, and for the
                                          period in respect of which, they are
                                          prepared or an explanation of any
                                          divergence between the Financial
                                          Statements as presented and such a
                                          true and fair view; and

<PAGE>


                           (n)     (INCORRECT REPRESENTATION OR WARRANTY)
                                   immediately upon becoming aware notify the
                                   Security Trustee if any representation or
                                   warranty made by it or on its behalf in
                                   connection with a Bank Finance Document is
                                   found to be materially incorrect or
                                   misleading; and

                           (o)     (ENSURE NO EVENT OF DEFAULT) do everything
                                   within its powers necessary to ensure that no
                                   Event of Default occurs; and

                           (p)     (NOTIFY DETAILS OF EVENT OF DEFAULT OR
                                   POTENTIAL EVENT OF DEFAULT) if an Event of
                                   Default or Potential Event of Default occurs,
                                   upon becoming aware, notify the Security
                                   Trustee giving full details of the event and
                                   any step taken or proposed to remedy it; and

                           (q)     (LITIGATION) promptly notify the Security
                                   Trustee in writing and in reasonable detail,
                                   and keep the Security Trustee informed, of
                                   any litigation or administrative or
                                   arbitration or other proceedings before or of
                                   any Governmental Agency, court, commission or
                                   arbitrator taking place, commenced, pending
                                   or, to the best of its knowledge, threatened
                                   against it or any of its assets:

                                   (i)    in the case of the Purchasers, under
                                          section 36 of the Office of the
                                          Regulator-General Act 1994; or

                                   (ii)   in the case of the Purchasers, under
                                          the Gas Industry Act 1994 or the Gas
                                          Pipelines Access Law in relation to a
                                          "civil penalty provision", "conduct
                                          provision" or "regulatory provision"
                                          (as defined in that Act or Law); or

                                   (iii)  which, could reasonably be expected to
                                          result in it incurring a liability in
                                          excess of $10,000,000 or which is or
                                          is likely to be a Material Adverse
                                          Effect; and

                           (r)     (CONSTITUTION)  promptly notify the Security
                                   Trustee of any proposal to change to its
                                   constitution; and

                           (s)     (ENVIRONMENTAL MATTERS) in the case of the
                                   Purchasers, promptly notify the Security
                                   Trustee of any breach or potential breach of
                                   any Environmental Law or of any complaint or
                                   the issuing of any proceedings or notice or
                                   requirements against or upon it in respect
                                   of, or which is or is likely to result in,
                                   any potential environmental liability or
                                   contravention of any Environmental Law which
                                   is a Material Adverse Effect; and

                           (t)     (REGULATORY) in the case of the Purchasers,
                                   provide notice to the Security Trustee as
                                   soon as it becomes aware of any of the
                                   following:

                                   (i)    any material breach of the Gas
                                          Industry Act 1994, the Electricity
                                          Industry Act 1993, the Gas Pipelines
                                          Access Law, the Pipelines Act 1967 or
                                          the Gas Safety Act 1997;

<PAGE>

                                   (ii)   any breach of a material term of any
                                          Licence;

                                   (iii)  any actual or proposed amendment,
                                          variation or cancellation of any of
                                          the Licences;

                                   (iv)   any material breach of a Material
                                          Regulatory Instrument or a Material
                                          Contract;

                                   (v)    any actual or proposed material
                                          amendment or variation of any of the
                                          Material Regulatory Instruments or any
                                          Material Contract;

                                   (vi)   any actual or proposed issue to a
                                          third party of a distribution licence
                                          in respect of the Distribution Area;

                                   (vii)  in relation to a class of customers,
                                          any actual or proposed issue to a
                                          third party of a retail licence in
                                          respect of a class of customers in the
                                          Franchise Area prior to those
                                          customers being considered
                                          contestable;

                                   (viii) any order or provisional order under
                                          section 35 of the Office of
                                          Regulator-General Act 1994 made,
                                          served or threatened to be made or
                                          served on a Purchaser or its business
                                          by the ORG;

                                   (ix)   any actual or proposed inquiry under
                                          Part 4 of the Office of the
                                          Regulator-General Act 1994 concerning
                                          a Purchaser which is likely to be a
                                          Material Adverse Effect;

                                   (x)    any actual or proposed price
                                          determination under Part 3 of the
                                          Office of the Regulator-General Act
                                          1994 concerning the Purchaser's prices
                                          or charges for distribution services,
                                          retail services or other services and
                                          cost pass throughs which determination
                                          (if made) is likely to be a Material
                                          Adverse Effect;

                                   (xi)   the ORG is considering or threatening
                                          to appoint an administrator to all or
                                          any part of the business of a
                                          Purchaser under the Gas Industry Act
                                          1994 or the Electricity Industry Act
                                          1993;

                                   (xii)  the possible or threatened suspension
                                          of a Purchaser under the MSO Rules or
                                          the National Electricity Code; and

                           (u)     (NOTICES) in the case of the Purchasers,
                                   promptly provide to the Security Trustee a
                                   copy of any notice given to it under
                                   clause 3.4 of a Licence; and

                           (v)     (PERMITTED DISPOSALS) in the case of the
                                   Purchasers, promptly notify the Security
                                   Trustee of any Permitted Disposals (excluding
                                   any Permitted Distributions) of any single
                                   asset having a value which exceeds $1,000,000
                                   or assets in any Financial Year having an
                                   aggregate value which exceeds $5,000,000 and

<PAGE>

                                   provide the Security Trustee with such
                                   information about such Permitted Disposals as
                                   the Security Trustee reasonably requests; and

                           (w)     (CORE BUSINESS) in the case of the
                                   Purchasers, engage only in, and continue to
                                   engage only in, the Core Business; and

                           (x)     (LICENCES) in the case of the Purchasers,
                                   they will:

                                   (i)    comply in all material respects with
                                          the legislation referred to in clause
                                          6.1(t)(i) and the Material Regulatory
                                          Instruments where failure to comply is
                                          or is likely to be a Material Adverse
                                          Effect;

                                   (ii)   comply with the terms and conditions
                                          of the Licences except in respect of
                                          an event or circumstance in respect of
                                          which:

                                          (A)     the ORG has issued a "no
                                                  action" letter, which is still
                                                  in effect, to a Purchaser
                                                  indicating that the ORG will
                                                  not be taking any action in
                                                  respect of that event or
                                                  circumstance; or

                                          (B)     there has been  insufficient
                                                  time to obtain a "no action"
                                                  letter from the ORG and the
                                                  Purchaser has  demonstrated
                                                  to the Security Trustee that
                                                  it has been diligently
                                                  pursuing the issue by the ORG
                                                  of a "no action" letter and
                                                  the remedy of any actual or
                                                  potential contravention of a
                                                  Licence condition arising from
                                                  the event or circumstance and
                                                  that a "no action" letter is
                                                  likely to be issued by the
                                                  ORG; and

                                   (iii)  take all necessary steps to remedy any
                                          breach of any Material Regulatory
                                          Instrument, Material Contract or
                                          Licence to which it is a party or any
                                          breach of the legislation referred to
                                          in clause 6.1(t)(i) without delay; and

                           (y)     (GAS INFRASTRUCTURE) in the case of TUA
                                   (No. 10) Pty Ltd, protect, keep, maintain and
                                   preserve the Gas Infrastructure in good
                                   working order and condition and renew or
                                   replace when worn out, obsolete or destroyed
                                   all present or future components of the Gas
                                   Infrastructure which are necessary for the
                                   conduct of the Core Business; and

                           (z)     (GOOD STANDING) maintain its good standing,
                                   ensure that it remains entitled to carry on
                                   business and own property in each
                                   jurisdiction in which such entitlement is
                                   necessary; and

                           (aa)    (LAWS) comply at all times with the
                                   requirements of all applicable laws and the
                                   lawful orders or decrees of any Governmental
                                   Agency where failure to comply is likely to
                                   be a Material Adverse Effect; and

<PAGE>


                           (bb)    (AUTHORISATIONS) in the case of the
                                   Purchasers, promptly obtain, maintain and
                                   renew on time each Authorisation to be
                                   obtained by it which is necessary for
                                   carrying on its Core Business; and

                           (cc)    (TAXES) pay when due all Taxes payable by
                                   it, other than Contested Taxes; and

                           (dd)    (BUSINESS) in the case of the Purchasers,
                                   ensure that its business is conducted in a
                                   proper and efficient manner in accordance
                                   with prudent business practices and in
                                   accordance with legislation referred to in
                                   clause 6.1(t)(i), the Licences, the Material
                                   Regulatory Instruments, the Material
                                   Contracts and Good Gas Industry Practice; and

                           (ee)    (COPIES) in the case of the Purchasers,
                                   promptly deliver to the Security Trustee a
                                   copy of each report, statement or notice
                                   given to its shareholders in their capacity
                                   as such where such report, statement or
                                   notice is required by law or regulation to be
                                   given to such shareholders; and

                           (ff)    (INTELLECTUAL PROPERTY) in the case of the
                                   Purchasers, maintain, preserve and protect
                                   all copyrights, patents, trade marks (whether
                                   registered or common law marks), trade names,
                                   trade secrets, confidential information,
                                   know-how and other intellectual property
                                   material to its business in accordance with
                                   prudent business so that the business carried
                                   on in connection with them may be properly
                                   and advantageously conducted at all times;
                                   and

                           (gg)    (INSURANCE) in the case of the Purchasers:

                                   (i)    keep all of its property and assets
                                          insured to the extent it is insurable
                                          on reasonable and commercial terms
                                          with insurers and on terms approved by
                                          the Security Trustee (which approval
                                          may not be unreasonably withheld) in
                                          respect of:

                                          (A)     its property and assets to the
                                                  extent of its full insurable
                                                  value on a replacement and
                                                  reinstatement basis and
                                                  revenue in respect of revenue
                                                  less variable expenses;

                                          (B)     such insurance to be against
                                                  fire, explosion and other
                                                  risks which are usual to a
                                                  prudent owner of property of a
                                                  similar type to that being
                                                  insured would insure and any
                                                  other risks reasonably
                                                  specified by the Security
                                                  Trustee with a policy sum
                                                  insured not less than equal to
                                                  the aggregate of the value of
                                                  assets and insurable revenue;
                                                  and

                                   (ii)   general and products liability
                                          including failure to supply and in a
                                          form usual to the risks insured by a
                                          prudent operator and in a manner
                                          reasonably specified by the Security

<PAGE>

                                          Trustee for an indemnity limit of not
                                          less than A$500,000,000 for any one
                                          occurrence; and

                                   (iii)  professional indemnity in the form
                                          usual to the risks insured by prudent
                                          operators and in a manner reasonably
                                          specified by the Security Trustee for
                                          an indemnity limit of not less than
                                          A$50,000,000; and

                                   (iv)   directors and officers liability in
                                          the form usual to the risks insured by
                                          prudent operators in a manner
                                          reasonably specified by the Security
                                          Trustee for an indemnity limit of not
                                          less than A$100,000,000; and

                                   (v)    the insurance policies can be arranged
                                          in such a way to incorporate
                                          reasonable deductibles or self
                                          insurance retentions and as may be
                                          agreed between the Purchasers and the
                                          Security Trustee certain assets such
                                          as pipelines may be self insured for
                                          material damage but not for business
                                          interruption; and

                                   (vi)   maintain with insurers approved by the
                                          Security Trustee (which approval may
                                          not be unreasonably withheld), workers
                                          compensation, public liability and
                                          other insurances which a prudent
                                          person engaged in a similar business
                                          or undertaking to that of the Obligor
                                          would effect or which are reasonably
                                          specified by the Agent; and

                                   (vii)  the insurances referred to in
                                          paragraphs (A) and (B) above are to be
                                          arranged to include the interests of
                                          the Security Trustee and have
                                          specified the terms of claims
                                          management and payment procedures
                                          agreed by the Security Trustee with
                                          the Purchasers; and

                                   (viii) if requested by the Security Trustee,
                                          deposit with the Security Trustee all
                                          insurance policies and certificates of
                                          insurance in connection with or
                                          comprising any of the properties or
                                          assets or liabilities of the
                                          Purchasers; and

                                   (ix)   pay each insurance premium in a manner
                                          prescribed by the insurers to ensure
                                          the continuity of cover and, on
                                          request from the Security Trustee,
                                          produce receipts for the payment; and

                                   (x)    not do or permit anything to be done
                                          or fail to do anything which
                                          prejudices any insurance; and

                                   (xi)   immediately rectify anything which
                                          might prejudice any insurance and
                                          immediately reinstate the insurance if
                                          it lapses; and

                                   (xii)  not, without the consent of the
                                          Security Trustee, materially vary,
                                          cancel or allow to lapse insurance in

<PAGE>

                                          connection with any of its property,
                                          assets and liability; and

                                   (xiii) notify the Security Trustee
                                          immediately when an event occurs which
                                          gives rise or might give rise to a
                                          claim exceeding $5,000,000 under or
                                          which could materially prejudice a
                                          policy of insurance required by this
                                          clause or if any policy of insurance
                                          required by this clause is cancelled;
                                          and

                                   (xiv)  the Purchasers undertake to take
                                          whatever steps are reasonably
                                          permissible to ensure that all
                                          insurances maintained by Westar,
                                          Westar Assets and Kinetik are managed
                                          promptly from the date of execution
                                          of the Sale Agreement so that any
                                          such insurances still required by the
                                          Purchasers are maintained in force and
                                          amended suitably and as required by
                                          the provisions of this deed and to
                                          ensure that losses and claims which
                                          may be recoverable under the
                                          relevant insurance policies are not
                                          prejudiced; and

                           (hh)    (CREDIT RATING) in the case of the Core
                                   Borrowers, seek to obtain a credit rating in
                                   relation to the Senior Debt from either
                                   Standard & Poor's (Australia) Pty Ltd or
                                   Moody's Investor Services, Inc within one
                                   year from the date of Financial Close and
                                   advise the Security Trustee regularly on the
                                   rating process and upon receipt of such
                                   rating; and

                           (ii)    (YEAR 2000) in the case of the Purchasers,
                                   provide to the Security Trustee by no later
                                   than 31 March 1999:

                                   (i)    responses to year 2000 worksheets or
                                          questionnaires relating to the
                                          Purchasers and the Core Assets
                                          provided those worksheets and
                                          questionnaires are submitted to the
                                          Purchasers by no later than 1 March
                                          1999; and

                                   (ii)   a compliance program that is designed
                                          to identify and assess relevant Core
                                          Assets (including any electronic
                                          equipment, computer hardware,
                                          applications, software or embedded
                                          systems) for actual or potential
                                          exposure to date issues at century
                                          changeover and including the leap year
                                          in 2000. The program shall include
                                          procedures to:

                                          (A)     develop strategies to address
                                                  year 2000 issues and to
                                                  mitigate risks;

                                          (B)     develop a comprehensive year
                                                  2000 methodology;

                                          (C)     develop a year 2000 test
                                                  strategy within the overall
                                                  methodology to include testing
                                                  of key dates and date ranges,

<PAGE>


        and the Purchasers shall ensure that the compliance program is fully
        implemented and completed so that they will be Year 2000 Compliant by no
        later than 30 September 1999; and

                           (jj)    (SYNDICATION) each Obligor must:

                                   (i)    instruct its management, employees
                                          and advisers:

                                          (A)     to comply with all reasonable
                                                  requests for information from
                                                  potential syndicate members;

                                          (B)     to provide all reasonable
                                                  assistance to the Financiers
                                                  in connection with
                                                  syndication; and

                                   (ii)   cooperate with the consultants
                                          appointed by the Agent to update any
                                          reports provided prior to the date of
                                          this deed and otherwise assist in the
                                          preparation of information to be used
                                          in the syndication of the Syndicated
                                          Facilities Agreement.

                                   (iii)  use its best endeavours to procure the
                                          agreement of the State of Victoria to
                                          the release of information contained
                                          in information memoranda prepared by
                                          it to potential Financiers (subject to
                                          such potential Financiers entering
                                          into the necessary confidentiality
                                          undertaking); and

                           (kk)    (GROUP RELATIONS) except as permitted under
                                   clause 4, in relation to any Indebtedness
                                   from one Obligor to another Obligor, no
                                   Obligor will take any action, make any demand
                                   for payment or bring any proceedings in
                                   respect of any money owing or due for payment
                                   in relation thereto or any failure to comply
                                   with any obligations thereunder without the
                                   prior written consent of the Security
                                   Trustee; and

                           (ll)    (MATERIAL CONTRACTS) ensure that each
                                   Material Contract to which it is a party
                                   remains in full force and effect and use
                                   reasonable endeavours so that any Outsourcing
                                   Agreement which expires is renewed or
                                   replaced upon terms which are equivalent or
                                   better to the Purchasers' interests; and

                           (mm)    (OUTSOURCING AGREEMENTS) ensure that the
                                   Outsourcing Agreements are entered into by
                                   the Purchasers by no later than three months
                                   after Financial Close (or, if the Purchasers
                                   demonstrate to the reasonable satisfaction
                                   of the Security Trustee at the end of that
                                   three month period that they are using their
                                   best endeavours to agree and execute the
                                   Outsourcing Agreements, by no later than six
                                   months after Financial Close) and that the
                                   Outsourcing Agreements cannot be terminated,
                                   revoked, cancelled or suspended by any party
                                   to the Outsourcing Agreement unless:

                                   (i)    the prior written consent of the
                                          Security Trustee (which consent shall
                                          not be unreasonably withheld) is
                                          first obtained; or

<PAGE>


                                   (ii)   that Outsourcing Agreement is to be
                                          immediately replaced with an agreement
                                          (whether or not with a Related
                                          Entity), the terms of which are not
                                          substantially or materially more
                                          adverse to the Purchasers; and

                           (nn)    (QUALITY SYSTEM):  in the case of each
                                   Purchaser, use reasonable endeavours to
                                   obtain accreditation under
                                   AS/NZ-ISO-9002-1994 for its quality systems
                                   within one year of the date of Financial
                                   Close; and

                           (oo)    (RESERVE ACCOUNT): in the case of the
                                   Purchasers, on or before the date of
                                   Financial Close establish the Reserve Account
                                   and ensure that the amount standing to the
                                   credit of the Reserve Account as from the
                                   date of Financial Close is not less than the
                                   amount set out in the Base Case Model (unless
                                   replaced by an unconditional and irrevocable
                                   standby letter of credit satisfactory to the
                                   Security Trustee) and that such amount is not
                                   funded by Senior Debt; and

                           (pp)    (CAPITAL EXPENDITURE):  in the case of the
                                   Purchasers:

                                   (i)    deliver to the Security Trustee within
                                          six months of Financial Close a
                                          detailed plan reviewing the projected
                                          Capital Expenditure requirements of
                                          the Purchasers for the following five
                                          years (the "PLAN"), which Plan must be
                                          agreed with the Security Trustee after
                                          consideration by an independent
                                          consultant appointed by the Security
                                          Trustee; and

                                   (ii)   undertake a capital expenditure
                                          programme in accordance with the Plan.

BORROWER'S UNDERTAKINGS - HEDGE
                    6.2    The Core Borrowers undertake as follows:

                           (a)     (PERFORM HEDGES):  it will perform and
                                   observe all of the obligations on its part
                                   contained in the Hedge Agreements with the
                                   Hedge Counterparties to ensure that:

                                   (i)    80% of the Total Facility Limit as at
                                          the date of Financial Close is hedged
                                          for the period from Financial Close
                                          for a period of 3 years;

                                   (ii)   50% of the Total Facility Limit as at
                                          the date of Financial Close is hedged
                                          for the period from 3 years after
                                          Financial Close for a period of 4
                                          years; and,

                           (b)     (MAXIMUM HEDGING):  the Core Borrowers may
                                   enter into hedging arrangements with the
                                   Hedge Counterparties to hedge any part of
                                   the Total Facility Limit not otherwise
                                   hedged in accordance with this clause 6.2
                                   but must not, at any time prior to the
                                   Maturity Date for the Tranche B Facility
                                   and Tranche C Facility (as those terms are
                                   defined in the Syndicated Facilities

<PAGE>

                                   Agreement), enter into interest rate hedging
                                   arrangements to hedge in excess of 100% of
                                   the Total Facility Limit; and

                           (c)     (INFORMATION TO AGENT):  immediately on
                                   entering a Hedge Agreement and at such other
                                   times as the Agent may reasonably request,
                                   deliver to the Agent such information as it
                                   may reasonably request to demonstrate
                                   compliance with this clause 6.2.

NEGATIVE UNDERTAKINGS
                    6.3    Each Obligor undertakes that  it will not:

                           (a)     (ENCUMBRANCES):  create or allow to exist or
                                   subsist any Security Interest on the whole or
                                   any part of its present or future property,
                                   except for Permitted Security Interests; and

                           (b)     (DEBT RESTRICTION): without the prior written
                                   consent of the Security Trustee (acting on
                                   the instructions of the Majority of Senior
                                   Creditors):

                                   (i)    incur any Indebtedness other than
                                          Permitted Indebtedness; or

                                   (ii)   amend or consent to any amendment to
                                          the terms of any Qualifying
                                          Subordinated Debt; or

                                   (iii)  incur any Subordinated Indebtedness
                                          other than Qualifying Subordinated
                                          Debt; and

                           (c)     (DISPOSALS OF ASSETS): sell, transfer, lease
                                   or otherwise dispose of any asset (whether in
                                   a single transaction or in a series of
                                   transactions and whether voluntarily or
                                   involuntarily or whether by disposal of an
                                   asset which is subsequently leased-back):

                                   (i)    which is an interest in a Licence,
                                          Material Regulatory Instrument or
                                          Material Contract to which it is a
                                          party or any shares in any other
                                          Obligor; or

                                   (ii)   except in the case of TUA, any other
                                          asset unless it is a Permitted
                                          Disposal or Permitted Distribution,

        provided that the Senior Creditors shall reasonably consider (but
        without any obligation to approve) any leasing proposal if the Security
        Trustee has received:

                                   (iii)  a copy of the documents relevant to
                                          the transaction;

                                   (iv)   a satisfactory opinion from an
                                          Australian law firm or accounting firm
                                          as to the tax implications of the
                                          transaction;

                                   (v)    in circumstances where the Security
                                          Trustee's legal counsel are of the
                                          view that there are Australian
                                          taxation issues and recommended that a
                                          ruling be obtained from the Australian

<PAGE>

                                          Taxation Office, a favourable ruling
                                          from the Australian Taxation Office;
                                          and

                                   (vi)   evidence that there will be no adverse
                                          impact on the cashflow of the Obligors
                                          or the rights of the Senior Creditors
                                          under the Transaction Documents; and

                           (d)     (SECURITISATION): assign, sub-participate an
                                   interest in, otherwise dispose of, or create
                                   or allow to exist any Security Interest over,
                                   receivables arising from network charges, or
                                   any other receivables or other monetary
                                   assets other than under a Permitted Disposal
                                   and a Permitted Security Interest; and

                           (e)     (ENVIRONMENTAL LAW): in the case of
                                   Purchasers, by any act or omission or series
                                   of acts or omissions breach any Environmental
                                   Law if the breach has or is likely to be a
                                   Material Adverse Effect; and

                           (f)     (SPECULATIVE TRANSACTIONS):  engage in or
                                   enter into any Derivative Transaction or any
                                   similar transaction, including in respect of
                                   energy trading, other than under the Hedge
                                   Agreements or an interest rate swap agreement
                                   relating to Permitted Indebtedness incurred
                                   by the Core Borrowers, Holdco or TUA, unless
                                   that transaction would be a transaction
                                   which would ordinarily be carried out by a
                                   prudent, responsible company carrying on a
                                   major utilities business and be in
                                   accordance with Good Gas Industry Practice;
                                   and

                           (g)     (LICENCES):  in the case of the Purchasers,
                                   vary or allow to be varied a Licence without
                                   the prior written consent of the Security
                                   Trustee; and

                           (h)     (VARIATION OF AGREEMENTS): without the prior
                                   written consent of the Security Trustee
                                   (acting on the instructions of the Majority
                                   of Senior Creditors):

                                   (i)    vary or allow to be varied in any
                                          material respect any Material Contract
                                          to which it is party; or

                                   (ii)   cancel, revoke, surrender or repudiate
                                          any Material Contract to which it is a
                                          party (other than any Outsourcing
                                          Agreement); or

                                   (iii)  terminate, permit the termination of
                                          or do anything or refrain from doing
                                          anything which would entitle any other
                                          person to terminate any Material
                                          Contract to which it is a party (other
                                          than any Outsourcing Agreement) unless
                                          it is replaced immediately in
                                          substantially the same terms; and

                           (i)     (PARTNERSHIPS AND JOINT VENTURES): except in
                                   the case of TUA, enter into any partnerships
                                   or joint venture agreements or agreements of
                                   similar effect without the prior written
                                   consent of the Security Trustee unless, in
                                   the case of a Purchaser, entered into in the
<PAGE>

                                   ordinary course of the Core Business; and

                           (j)     (SUBSIDIARIES):  except in relation to any
                                   Subsidiary of TUA, create or acquire any
                                   Subsidiary without the prior written consent
                                   of the Security Trustee, which consent will
                                   not be withheld if:

                                   (i)    in the case of a Subsidiary of BS1,
                                          the Subsidiary executes and delivers
                                          an accession deed agreeing to be bound
                                          as an Obligor under this deed; and

                                   (ii)   the Security Trustee is provided with
                                          any other documents, instruments and
                                          assurances as the Security Trustee
                                          reasonably requires in order to ensure
                                          that the Subsidiary is bound as an
                                          Obligor under this deed and that
                                          accession deed is enforceable against
                                          that Subsidiary; and

                                   (iii)  the Subsidiary carries on the Core
                                          Business; and

                           (k)     (LOANS) except in the case of TUA, be the
                                   creditor in respect of any Indebtedness
                                   except for:

                                   (i)    deposits made with a Financier in the
                                          ordinary course of business;

                                   (ii)   in the case of a Purchaser,
                                          Indebtedness extended to customers on
                                          arm's-length terms in the ordinary
                                          course of business;

                                   (iii)  loans which are permitted to be made
                                          in accordance with clause 6.5;

                                   (iv)   Permitted Indebtedness or as
                                          contemplated under any of the
                                          Transaction Documents; or

                                   (v)    as approved in writing by the
                                          Security Trustee; and

                           (l)     (ARM'S-LENGTH TERMS):  enter into any
                                   transaction with any person otherwise than on
                                   arm's-length terms and for full market value;
                                   and

                           (m)     (CLEAR MARKET):  without limiting
                                   clause 6.3(b) (Debt restriction), raise and
                                   procure that its Related Entities do not
                                   raise any Indebtedness (other than Permitted
                                   Indebtedness) during the period of six months
                                   from Financial Close or if earlier upon
                                   completion of primary syndication of the
                                   Facilities, in the bank syndication market in
                                   Australia, New Zealand, Singapore and Hong
                                   Kong; and

                           (n)     (PARTNERSHIP):  in the case of each Core
                                   Borrower, resign from, terminate or dissolve
                                   the Partnership or attempt to do so without
                                   the prior written consent of the Security
                                   Trustee; and

<PAGE>

                           (o)     (RESERVE ACCOUNT):  unless it can be
                                   demonstrated to the reasonable satisfaction
                                   of the Security Trustee that the full amount
                                   standing in the Reserve Account is not needed
                                   for Restructuring Costs (in which case any
                                   excess may be withdrawn by the Purchaser for
                                   any purpose it considers appropriate), pay or
                                   apply any amount in the Reserve Account
                                   except upon Restructuring Costs; and

                           (p)     (BENEFIT OF TAX LOSSES): permit the taxation
                                   benefit of any operating losses incurred in,
                                   or carried forward by, BS1 or any of its
                                   Subsidiaries to be used by any other Obligor,
                                   Related Entity or any other person.


FINANCIAL UNDERTAKINGS
                    6.4    Each Core Borrower undertakes to ensure that:

                           (a)     the ratio of Consolidated Senior Debt (but
                                   excluding the Hedge Exposures of the Hedge
                                   Counterparties) to Consolidated Net Worth is
                                   no greater than 70:30 at all times; and

                           (b)     the Consolidated Interest Cover Ratio as at
                                   each Calculation Date:

                                   (i)    will be not less than 1.10:1 during
                                          the period from Financial Close to and
                                          including 31 December 1999;

                                   (ii)   will be not less than 1.20:1 from
                                          1 January 2000.

DISTRIBUTIONS
                    6.5    Each member of the Operating Group undertakes not to
                           declare, pay, make or distribute any Distribution
                           (other than a Permitted Distribution) unless each of
                           the following conditions has been satisfied:

                           (a)     no Event of Default or Potential Event of
                                   Default subsists; and

                           (b)     for the period from Financial Close to and
                                   including 31 December 1999, the Consolidated
                                   Interest Cover Ratio as at 31 December 1999
                                   is 1.30:1 or higher; and

                           (c)     for the period from 1 January 2000 to and
                                   including 31 December 2000, the Consolidated
                                   Interest Cover Ratio as at 30 June 2000 and
                                   at 31 December 2000 is 1.40:1 or higher; and

                           (d)     for the period from 1 January 2001, the
                                   Consolidated Interest Cover Ratio as at the
                                   most recent Calculation Date occurring on 30
                                   June or 31 December in each year is 1.50:1 or
                                   higher; and

                           (e)     the Distribution is only made from:

                                   (i)    the Net Cash Flow for the Half Year
                                          ending on, or immediately prior to,
                                          the date on which the Obligor proposes

<PAGE>

                                          to declare, pay, make or distribute
                                          the Distribution; or

                                   (ii)   the Net Cash Flow for any previous
                                          Half Year which was not previously
                                          paid as a Distribution; and

                           (f)     subject to paragraph (e), the Distribution in
                                   respect of a Half Year takes place prior to
                                   the end of the subsequent Half Year; and

                           (g)     the balance of the Reserve Account is not
                                   less than the amount projected in the
                                   Purchaser's annual business plan to be
                                   applied in Restructuring Costs and which has
                                   not been so applied; and

                           (h)     the first Distribution cannot take place
                                   until the ratio in paragraph (b) is satisfied
                                   as at 31 December 1999.


7       SECURITY ACCOUNT
------------------------------------------------------------------------------
ESTABLISHMENT
                    7.1    Prior to Financial Close, the Security Trustee shall
                           open a Security Account in the name of and for the
                           benefit of the Senior Creditors in accordance with
                           this deed.

                    7.2    The Security Trustee shall hold moneys received to
                           the credit of the Security Account on the terms of
                           this deed and shall disburse such moneys to the
                           Senior Creditors in accordance with the Syndicated
                           Facilities Agreement and this deed.

DIRECTIONS
                    7.3    BS2 irrevocably, absolutely and unconditionally
                           directs TUA (No. 11) Pty Ltd and TUA (No. 10) Pty
                           Ltd to pay all moneys payable under each BS2 -
                           Westar/Kinetik Loan Agreement to or as directed by
                           BS1 in this deed.

                    7.4    BS1 irrevocably, absolutely and unconditionally
                           directs:

                           (a)     BS2 to pay all moneys payable on any date
                                   under each BS1-BS2 Loan Agreement; and

                           (b)     TUA (No. 11) Pty Ltd and TUA (No. 10) Pty Ltd
                                   to pay all moneys payable on any date under
                                   each BS2 - Westar/Kinetik Loan Agreement,

        (each being a "PAYMENT DATE") to the extent of moneys due for payment on
        the Payment Date to the Senior Creditors under or in connection with the
        Bank Finance Documents, to the Security Trustee for the credit of the
        Security Account. For the purposes of ascertaining such amount clause 11
        as it applies to the obligations of the Core Borrowers under the Bank
        Finance Documents does not apply.

ACKNOWLEDGMENT OF SATISFACTION OF OBLIGATIONS
                    7.5    Each Obligor, Junior Creditor and Senior Creditor
                           acknowledges and agrees that payment by BS1, BS2 or
                           a Purchaser to the Security Trustee for the credit
                           of the Security Account in accordance with the

<PAGE>

                           directions in clauses 7.3 and 7.4 (and distribution
                           of the moneys credited to that account in accordance
                           with this deed) satisfies (to the extent that such
                           moneys are actually received by the Security Trustee
                           and the Senior Creditors, free from claims of third
                           parties in relation thereto at a time when the person
                           paying the amount is not insolvent (as defined in
                           section 95A of the Corporations Law or other
                           applicable law)) in the following order:

                           (a)     the obligations of TUA (No. 10) Pty Ltd and
                                   TUA (No. 11) Pty Ltd to pay BS2 the
                                   corresponding amount under the BS2 -
                                   Westar/Kinetik Loan Agreement;

                           (b)     the obligations of BS2 to pay BS1 the
                                   corresponding amount under the BS1-BS2
                                   Loan Agreement;

                           (c)     the obligations of BS1 to pay TUA the
                                   corresponding amount under the TUA-BS1
                                   Loan Agreement;

                           (d)     the obligations or rights of TUA to pay
                                   Holdco the corresponding amount under the
                                   Holdco - TUA Loan Agreement;

                           (e)     the obligations of Holdco to provide
                                   financial accommodation of the corresponding
                                   amount to the Core Borrowers under the ALP
                                   Loan Agreement;

                           (f)     the obligations of the Core Borrowers to pay
                                   the Senior Creditors the corresponding amount
                                   under or in connection with the Syndicated
                                   Facilities Agreement; and

                           (g)     the obligations of each Guarantor to pay the
                                   Security Trustee the corresponding amount
                                   under or in connection with the Guarantee.

                    7.6    The parties acknowledge and agree that the
                           directions in clauses 7.3 and 7.4 take effect, and
                           the obligations described in clause 7.5 are
                           satisfied notwithstanding:

                           (a)     any limitation on the liability of any
                                   Obligor in connection with any of the
                                   Intercompany Loan Agreements or Finance
                                   Documents including, without limitation,
                                   under clause 11 of this deed;

                           (b)     the inability of any Obligor to borrow under,
                                   or require or demand a payment or repayment
                                   under, any Intercompany Loan Agreement;

                           (c)     the invalidity, discharge or unenforceability
                                   of any of the Intercompany Loan Agreements;

                           (d)     any Insolvency Event affecting any Obligor
                                   or any other person; or

<PAGE>

                           (e)     to the maximum extent permitted by applicable
                                   law, any other matter which, at law, in
                                   equity or otherwise might otherwise affect
                                   the validity or enforceability of the
                                   directions.

                    7.7    The parties further acknowledge and agree that if,
                           notwithstanding clause 7.6, any matter referred to
                           therein would affect the validity or enforceability
                           of the directions in this clause 7, then each
                           Guarantor shall be taken, without the need for any
                           further act on its part to have elected to make a
                           payment under its Guarantee in respect of the moneys
                           due for payment on that date under or in connection
                           with the Bank Finance Documents(disregarding the
                           application of clause 11 to the obligations of the
                           Core Borrowers under the Bank Finance Documents) and
                           to have given irrevocable, absolute and
                           unconditional directions to TUA, BS2 and the
                           Purchasers to make payment to the Security Trustee
                           on such account.

                    7.8     Nothing in this clause 7 constitutes a Security
                           Interest.

                    7.9    Nothing in this clause 7 or the inability of any
                            Obligor to borrow under, or require or demand a
                            payment or repayment under, any Intercompany Loan
                            Agreement affects the liabilities of the Guarantors
                            or the rights of the Security Trustee and the Senior
                            Creditors under the Guarantee and the other Bank
                            Finance Documents to which a Guarantor is a party.


8       DEFAULT
-------------------------------------------------------------------------------
EVENTS OF DEFAULT
                    8.1    Each of the following is an Event of Default
                           whether or not it is within the Obligor's power to
                           prevent it):

                           (a)     (PAYMENT):  an Obligor does not pay, in the
                                   manner provided in a Bank Finance Document,
                                   any money payable (excluding Interest) when
                                   due or, in the case of Interest, any Interest
                                   due under a Bank Finance Document within
                                   two Business Days of notice of the
                                   non-payment being given by the Security
                                   Trustee to the Obligor (or, where non-payment
                                   on its due date has arisen solely by reason
                                   of a technical, computer or similar error
                                   outside the control of the Obligor, within
                                   two Business Days of notice of such
                                   non-payment being given by the Security
                                   Trustee to the Obligor); or

                           (b)     (BREACH OF FINANCIAL UNDERTAKINGS):  a Core
                                   Borrower fails at any time to comply with an
                                   undertaking in clause 6.4(a) (Financial
                                   undertakings) or, in respect of the
                                   undertaking in clause 6.4(b) (Financial
                                   undertakings) :

                                   (i)    the Core Borrowers fail to deliver to
                                          the Security Trustee a certificate of
                                          compliance on the due date as required
                                          by clause 6.1(l) (Compliance
                                          certificate); or

                                   (ii)   it is apparent from a certificate of
                                          compliance or from the Financial
                                          Statements delivered to the Security
                                          Trustee in accordance with clause 6.1

<PAGE>

                                          (General undertakings) that the Core
                                          Borrowers are in breach of the
                                          undertaking in clause 6.4(b)
                                          (Financial undertakings); or

                                   (iii)  a Core Borrower gives notice to the
                                          Security Trustee of a breach of its
                                          undertaking in clause 6.4(b)
                                          (Financial undertakings); or

                                   (iv)   the Security Trustee gives notice in
                                          writing to the Core Borrowers that
                                          they are in breach of the undertaking
                                          in clause 6.4(b) (Financial
                                          undertakings) and the Core Borrowers
                                          are in fact in breach of that
                                          undertaking; or

                           (c)     (REGULATORY EVENTS):  a Purchaser fails to
                                   comply with its undertakings in clause 6.1(x)
                                   (Licences) or 6.3(h) (Variation of
                                   Agreements) or fails to give notice in
                                   accordance with clause 6.1(t) (Regulatory) in
                                   respect of a matter referred to in clause
                                   6.1(t) which matter is likely to lead to or
                                   be a Material Adverse Effect or is likely to
                                   lead to the revocation or cancellation of a
                                   Licence or the termination of a Material
                                   Contract to which it is a party; or

                           (d)     (OTHER DEFAULTS):  an Obligor commits any
                                   breach of, or defaults in the due performance
                                   or observance of, any of its obligations or
                                   undertakings under the Bank Finance Documents
                                   (other than a breach or default described
                                   in paragraph (a), (b) or (c) above) and the
                                   breach or default, if capable of remedy,
                                   continues unremedied for 30 days after the
                                   Obligor receives a notice from the Security
                                   Trustee of the breach or default or, where a
                                   specific period of grace is allowed in the
                                   Bank Finance Documents for that breach or
                                   default, the breach or default remains
                                   unremedied at the end of that grace period;
                                   or

                           (e)     (CROSS DEFAULT):  any Indebtedness of an
                                   Obligor (other than the Junior Finance Debt
                                   or Eastern Debt) exceeding in aggregate
                                   $10,000,000 (or its equivalent in another
                                   currency):

                                   (i)    is not satisfied on time or at the
                                          end of any applicable period of
                                          grace; or

                                   (ii)   becomes prematurely payable and is
                                          not discharged when due; or

                                   (iii)  is not discharged at maturity or when
                                          duly called; or

                           (f)     (EXECUTION AGAINST PROPERTY): execution of a
                                   court order or other legal right is levied
                                   and not stayed, withdrawn or satisfied within
                                   10 Business Days of being made or a judgment
                                   is enforced or an order or Security Interest
                                   is enforced, or becomes enforceable, against
                                   any property of an Obligor for an amount
                                   exceeding $5,000,000; or

                           (g)     (MISREPRESENTATION):  any representation,
                                   warranty or statement made or deemed to be
                                   made in a Bank Finance Document or otherwise

<PAGE>

                                   made or deemed to be made by or on behalf of
                                   an Obligor in favour of a Senior Creditor,
                                   proves to have been or is found to have been
                                   untrue, incorrect or misleading in any
                                   material respect when made or deemed made; or

                           (h)     (INSOLVENCY EVENT):  an Insolvency Event
                                   occurs in respect of an Obligor; or

                           (i)     (CESSATION OF BUSINESS):  an Obligor stops
                                   payment generally, ceases to carry on its
                                   business or a material part of it, or
                                   threatens to do either of those things,
                                   except to reconstruct or amalgamate while
                                   solvent on terms approved by the Security
                                   Trustee; or

                           (j)     (REDUCTION OF CAPITAL):  an Obligor takes
                                   action to reduce its capital or passes a
                                   resolution referred to in section 254N of the
                                   Corporations Law, in either case without the
                                   prior written consent of the Security
                                   Trustee; or

                           (k)     (SHARE BUY-BACK):  an Obligor without the
                                   prior written consent of the Security
                                   Trustee:

                                   (i)    effects, or enters or attempts to
                                          enter into an agreement to effect, a
                                          buy-back of any of its shares other
                                          than an employee share scheme buy-back
                                          or an odd lot buy-back;

                                   (ii)   passes a resolution under section 257C
                                          or section 257D of the Corporations
                                          Law, other than a resolution pursuant
                                          to an employee share scheme buy-back,
                                          or convenes a meeting to consider such
                                          a resolution; or

                                   (iii)  applies to a court to convene any
                                          such meeting or to approve any such
                                          resolution or buy-back,

        and for the purposes of this paragraph words and expressions which are
        used in this paragraph and which are defined in the Corporations Law
        have the meanings given to them in the Corporations Law; or

                           (l)     (INVALIDITY):

                                   (i)    any party to a Finance Document (other
                                          than a Senior Creditor) or a person on
                                          that party's behalf claims that a
                                          Finance Document or a material clause
                                          in a Finance Document is wholly or
                                          partly void, voidable or
                                          unenforceable; or

                                   (ii)   a Finance Document or a material
                                          clause in a Finance Document is or
                                          becomes wholly or partly void,
                                          voidable or unenforceable, and, if
                                          that state of affairs is remediable,
                                          and the Obligor and each other party
                                          (other than the Security Trustee) to
                                          that Finance Document fails promptly
                                          to take all steps reasonably requested
                                          by the Security Trustee to remedy, in

<PAGE>

                                          co-operation with the Security
                                          Trustee and the other Creditors, the
                                          relevant defect; or

                           (m)     (CHANGE IN CIRCUMSTANCES):  a change occurs
                                   in a circumstance which is warranted under a
                                   Bank Finance Document to exist or in the
                                   business, assets or financial condition of
                                   an Obligor or any other event or series of
                                   events, whether related nor not, occurs
                                   which is, or is likely to be, a Material
                                   Adverse Effect and, if capable of remedy, is
                                   not remedied within 30 days after the
                                   earlier of the Obligor becoming aware of
                                   such event and that it is a Potential Event
                                   of Default or the Obligor receiving a notice
                                   of such event from the Security Trustee; or

                           (n)     (CHANGE OF SHAREHOLDING):  if at any time
                                   the representation and warranty in
                                   clause 5.1(u) is untrue, incorrect or
                                   misleading; or

                           (o)     (CHANGE OF CONTROL):  Texas ceases for any
                                   reason to ultimately control the composition
                                   of the board of directors and to have
                                   management and operational control of each
                                   Obligor; or

                           (p)     (CHANGE OF CONSTITUTION):  without the prior
                                   written consent of the Security Trustee, an
                                   Obligor materially changes, or passes a
                                   resolution to materially change, its
                                   constitution; or

                           (q)     (INVESTIGATION):  a person is appointed under
                                   the Corporations Law or other companies and
                                   securities legislation to investigate any
                                   part of the affairs of an Obligor unless the
                                   Obligor has demonstrated to the reasonable
                                   satisfaction of the Security Trustee within
                                   10 Business Days of the appointment that no
                                   Material Adverse Effect will, or is likely
                                   to, result from the investigation or as a
                                   consequence thereof; or

                           (r)     (SEIZURE):  all or any material part of the
                                   assets of a Purchaser are seized or otherwise
                                   appropriated by, or custody thereof is
                                   assumed by any Governmental Agency or a
                                   Purchaser is otherwise prevented from
                                   exercising normal control over all or a
                                   material part of its assets or loses
                                   any of the rights or privileges necessary to
                                   maintain its existence or to carry on its
                                   business, unless the Purchaser has
                                   demonstrated to the reasonable satisfaction
                                   of the Security Trustee within 10 Business
                                   Days of such seizure, appropriation,
                                   assumption of custody or execution
                                   ("EXERCISE OF RIGHTS") that no Material
                                   Adverse Effect will, or is likely to, result
                                   from such Exercise of Rights or as a
                                   consequence thereof; or

                           (s)     (ENVIRONMENTAL EVENT):  any Governmental
                                   Agency takes any action, or there is any
                                   claim or requirement of substantial
                                   expenditure or alteration of activity,
                                   under any Environmental Law, or there is any
                                   breach or threatened breach of any
                                   Authorisation, which is likely to be a
                                   Material Adverse Effect or any circumstance
                                   arises which may give rise to such action,
                                   claim, requirement or breach and, if capable

<PAGE>

                                   of remedy, the Purchaser fails to take steps
                                   (to the satisfaction of the Security
                                   Trustee) to remedy the matter within 30 days
                                   of becoming aware of such Governmental
                                   Agency action, claim, breach or threatened
                                   breach; or

                           (t)     (LICENCES):

                                   (i)    a Purchaser fails to take any step
                                          necessary or desirable to preserve a
                                          Licence or to avoid a Licence being
                                          placed in jeopardy;

                                   (ii)   a Licence is varied in a material
                                          adverse respect without the prior
                                          written consent of the Security
                                          Trustee or is suspended, cancelled,
                                          transferred, revoked or allowed to
                                          lapse;

                                   (iii)  any person (other than the relevant
                                          Purchaser) is issued a distribution
                                          licence in respect of all or any part
                                          of the Distribution Area and the issue
                                          of the licence is likely to be a
                                          Material Adverse Effect;

                                   (iv)   a Purchaser receives any notice under
                                          clause 3.4 of a Licence;

                                   (v)    a Purchaser transfers, attempts to
                                          transfer or agrees to transfer a
                                          Licence or any interest in it;

                                   (vi)   an administrator is appointed to all
                                          or any part of the business of a
                                          Purchaser under the Gas Industry Act
                                          1994 or the Electricity Industry Act
                                          1993;

                                   (vii)  the receipt by a Purchaser of a
                                          notice of intention to serve a
                                          provisional or final enforcement
                                          order or the receipt by a Purchaser
                                          of a provisional or final enforcement
                                          order  under section 35 of the Office
                                          of the Regulator-General Act 1994; or

                                   (viii)a material clause in a Licence is or
                                          becomes wholly or partly void,
                                          voidable or unenforceable, or is
                                          claimed to be so by a Purchaser or by
                                          anyone on its behalf and, if capable
                                          of remedy, that state of affairs is
                                          not remedied within 10 Business Days
                                          of the Purchaser becoming aware of it;
                                          or

                           (u)     (LEGISLATION):  any legislation is passed or
                                   amended (including, without limitation, any
                                   amendment to the Gas Industry Act 1994, the
                                   Electricity Industry Act 1993, the Office of
                                   the Regulator-General Act 1994) or a Material
                                   Regulatory Instrument is amended which is a
                                   Material Adverse Effect; or

                           (v)     (VOIDABLE PROVISIONS): a Material Contract or
                                   any material provision of a Material Contract
                                   is or becomes void, voidable or
                                   unenforceable; or

<PAGE>

                           (w)     (BREACH):  there occurs a breach or event of
                                   default under any of the Material Contract ,
                                   or a Purchaser fails to exercise or enforce
                                   its rights under any of them, and the breach
                                   or failure is or is likely to be a Material
                                   Adverse Effect; or

                           (x)     (ANY OTHER EVENT):  any other event which an
                                   Obligor and the Security Trustee may agree
                                   shall be an Event of Default for the purposes
                                   of this clause 8.1 occurs; or

                           (y)     (CHANGE IN GROUP STRUCTURE):  an Obligor
                                   (other than the Core Borrower) ceases to be a
                                   wholly owned Subsidiary of the Core Borrower;
                                   or

                           (z)     (HEDGE AGREEMENT): an event of default
                                   (other than in relation to the Hedge
                                   Counterparty) occurs under a Hedge
                                   Agreement; or

                           (aa)    (DISTRIBUTION):  upon the receipt of the
                                   Financial Statements required to be given to
                                   the Security Trustee in accordance with this
                                   deed it becomes evident that the amount
                                   distributed by an Obligor in accordance with
                                   clause 6.5 is greater than the amount which
                                   would have been distributable if the
                                   Consolidated Interest Cover Ratio had been
                                   calculated upon the basis of those Financial
                                   Statements and not upon the basis of the
                                   management accounts and the amount of the
                                   excess is not repaid within 10 Business Days
                                   of demand; or

                           (bb)    (SUSPENSION): an event of default or default
                                   event occurs in relation to a Purchaser under
                                   the MSO Rules or the National Electricity
                                   Code which is likely to lead to the
                                   suspension of the Purchaser under those Rules
                                   or that Code.

CONSEQUENCES OF DEFAULT
                    8.2    If an Event of Default occurs, then the Security
                           Trustee may declare at any time by notice to the
                           Core Borrowers that:

                           (a)     an amount equal to the total Amount Owing to
                                   all Senior Creditors is either:

                                   (i)    payable to the Security Trustee on
                                          demand; or

                                   (ii)   immediately due for payment to the
                                          Security Trustee; and/or

                           (b)     the Senior Creditors' obligations specified
                                   in the notice are terminated.

        The Security Trustee may make either or both of these declarations. The
        making of either of them gives immediate effect to its provisions. The
        Core Borrowers must pay any amount demanded by the Security Trustee in
        accordance with the demand.

<PAGE>

9       DISTRIBUTION OF RECOVERED MONEY
-------------------------------------------------------------------------
                    9.1    If at any  time the Security Trustee receives  money
                           under a Bank Finance Document which is available  for
                           distribution (this includes money which is received
                           by the Security Trustee before a notice is given
                           under clause 8.2 but which, for any reason
                           whatsoever, has not been distributed  by the time a
                           notice is given under clause 8.2 on or after the
                           Fixed Date whether or not it represents the proceeds
                           of recovery action taken under any Bank Finance
                           Document, then the money must be distributed by the
                           Security  Trustee in accordance with clause 9.4.

                    9.2    Unless the Majority of Senior Creditors decide
                           otherwise, money referred to in clause 9.1 does not
                           form part of the Recovered Money on a Recovered
                           Money Distribution Date if any Bank Finance Document
                           permits the money to be placed to the credit of a
                           suspense account in order to preserve rights to
                           prove in the bankruptcy or liquidation of any
                           person.

                    9.3    Any suspense account to which money is placed under
                           clause 9.2 is to be an interest bearing account
                           selected reasonably by the Security Trustee.
                           Interest earned on the account is to be treated as
                           Recovered Money.

                    9.4    Recovered Money is to be distributed by the Security
                           Trustee as soon as practicable after the Security
                           Trustee receives it as follows:

                           (a)     first, to the extent that the Recovered Money
                                   represents money recovered under a Security
                                   which provides for the appointment of a
                                   receiver, in the order provided for under the
                                   Security up to and including the category of
                                   satisfying the remuneration of the receiver
                                   (as defined in that Security);

                           (b)     secondly, towards satisfaction of all costs,
                                   charges and expenses incurred by the Security
                                   Trustee in or incidental to the exercise or
                                   performance or attempted exercise or
                                   performance of any of the rights, powers or
                                   remedies conferred under any Bank Finance
                                   Document;

                           (c)     thirdly, towards satisfaction of any other
                                   expenses or outgoings in connection with any
                                   receivership under or the enforcement of any
                                   Bank Finance Document;

                           (d)     fourthly, towards payment to the Security
                                   Trustee of any money due to it in its
                                   capacity as Security Trustee under any Bank
                                   Finance Document;

                           (e)     fifthly, towards payment to each Senior
                                   Creditor of an amount (not exceeding the
                                   Amount Owing of that Senior Creditor) equal
                                   to that Senior Creditor's Share at that time
                                   of the Recovered Money;

                           (f)     sixthly, to the extent that the Security
                                   secures the payment of other amounts, towards
                                   payment to the persons entitled to those
                                   amounts and, if more than one, in a
                                   proportion for each person equal to the

<PAGE>

                                   proportion that the amount owed to that
                                   person bears to the aggregate amount owed to
                                   all those persons,

        or in such other manner as the Security Trustee determines.

10      REPLACEMENT OF SECURITY TRUSTEE
-----------------------------------------------------------------------------
REMOVAL OF SECURITY TRUSTEE
                    10.1   If they are different persons, the Agent may remove
                           the Security Trustee from office, or if the Agent
                           and the Security Trustee are the same person, the
                           Majority of Senior Creditors may remove the Security
                           Trustee from office, in each case by notice given to
                           the Security Trustee, if:

                           (a)     an Insolvency Event occurs or arises in
                                   relation to the Security Trustee; or

                           (b)     the Security Trustee is guilty of negligence
                                   or wilful misconduct in the discharge of its
                                   duties as trustee of the Security Trust.

        Subject to clause 10.3, removal of the Security Trustee from office will
take effect:

                           (c)     (if notice of removal is given pursuant to
                                   paragraph (a)):  when the notice is given; or

                           (d)     (in any other case):  20 Business Days after
                                   the notice of removal is given to the
                                   Security Trustee.

RETIREMENT
                    10.2   The Security Trustee may retire as Security Trustee
                           by giving to Core Borrower and each other Senior
                           Creditor not less than 30 days' notice of its
                           intention to do so.  No retirement takes effect
                           unless:

                           (a)     there has been appointed as a successor
                                   Security Trustee approved by the Core
                                   Borrowers (which approval may not be
                                   unreasonably withheld or delayed) either:

                                   (i)    a Financier nominated by a Majority
                                          of Senior Creditors or, failing such
                                          a nomination;

                                   (ii)   a reputable and experienced bank or
                                          financial institution nominated by the
                                          Security Trustee; and

                           (b)     the successor Security Trustee has obtained
                                   title to each Security in its capacity as
                                   Security Trustee in a manner approved by each
                                   Senior Creditor.

                    10.3   Subject to clause 10.4 when a successor Security
                           Trustee is appointed, the retiring or removed
                           Security Trustee is discharged (without prejudice
                           to any accrued right or obligation) from any further
                           obligation under the Bank Finance Documents.  The
                           new Security Trustee and each other party to the Bank
                           Finance Documents has the same rights and obligations
                           among themselves as they would have had if the new

<PAGE>

                           Security Trustee had been a party to the Bank Finance
                           Documents.

                    10.4   The retiring or removed Security Trustee agrees, at
                           its own expense, to execute and cause its successors
                           to execute documents and do everything else
                           necessary or appropriate to transfer the Trust Fund
                           into the name of the new Security Trustee and to
                           ensure that all public registers record the new
                           Security Trustee as the trustee of the Trust Fund.


11      LIMITED RECOURSE
---------------------------------------------------------------------------
LIMITED RECOURSE
                    11.1   The Security Trustee may enforce its rights against
                           a Limited Recourse Obligor only arising from
                           non-observance of the Limited Recourse Obligations
                           only to the extent necessary to enforce its rights
                           under the relevant Security granted by that Limited
                           Recourse Obligor or, in the case of TUA, under the
                           TUA Mortgage.

                    11.2   If the Security Trustee does not recover all money
                           owing to it in connection with the non-observance of
                           the Limited Recourse Obligations by enforcing the
                           rights referred to in clause 11.1, it may not seek
                           to recover the shortfall by:

                           (a)     bringing proceedings against the Limited
                                   Recourse Obligor; or

                           (b)     applying to have the Limited Recourse Obligor
                                   wound up or proving in the winding up of the
                                   relevant Limited Recourse Obligor.

                    11.3   Nothing in this clause 11:

                           (a)     releases the Limited Recourse Obligor from
                                   its obligations under the Transaction
                                   Documents except to the extent that clause
                                   11.1 is a limitation on recourse with respect
                                   of the Limited Recourse Obligations; or

                           (b)     affects the liability of the Limited Recourse
                                   Obligor to the Security Trustee or the
                                   remedies of the Security Trustee (including,
                                   without limitation, the right to sue and
                                   recover money payable under the Transaction
                                   Documents and apply to have the Limited
                                   Recourse Obligor wound up) arising because a
                                   representation or warranty made by or on
                                   behalf of the Limited Recourse Obligor in
                                   connection with the Transaction Documents is
                                   found to be incorrect or misleading or an
                                   undertaking (other than the Limited Recourse
                                   Obligations) in connection with the
                                   Transaction Documents is breached; or

                           (c)     prevents the Security Trustee from obtaining
                                   equitable relief in connection with the
                                   Transaction Documents other than an order
                                   requiring the payment of money the subject of
                                   the Limited Recourse Obligations in a manner
                                   other than as contemplated by clauses 11.1 to
                                   11.2 inclusive; or

<PAGE>


                           (d)     in any way limits the amount of the Amount
                                   Owing, the Guaranteed Money or the Secured
                                   Money; or

                           (e)     in any way limits the recourse of the
                                   Security Trustee and the Finance Parties
                                   against any Obligor other than the Limited
                                   Recourse Obligors.

CALCULATION OF GUARANTEED MONEY
                    11.4   For the purpose of ascertaining an Amount Owing,
                           Guaranteed Money or Secured Money for which the
                           Limited Recourse Obligor is liable under a
                           Transaction Document, the provisions of clauses 11.1
                           to 11.3 inclusive shall not apply, but nothing in
                           this clause 11 shall render the Limited Recourse
                           Obligor personally liable to pay the Guaranteed
                           Money or Secured Money except to the extent provided
                           in this clause 11.4.

LIMITATION ON LIABILITY
                    11.5   The Security Trustee acknowledges that the liability
                           of TU Australia Holdings No. 1 Ltd and TU Australia
                           Holdings No. 2 Ltd to contribute to the debts or
                           obligations of the Partnership is, subject to the
                           Partnership Act 1958 of Victoria limited to the
                           amount shown in relation to it in the Register (as
                           defined in the Partnership Act 1958 of Victoria) as
                           to the extent to which it is liable to contribute.
                           Nothing in this deed or the other Transaction
                           Documents imposes any liability on TU Australia
                           Holdings No. 1 Ltd and TU Australia Holdings No. 2
                           Ltd in excess of the limit referred to in this
                           clause 11.5 provided that this limitation does not
                           affect:

                           (a)     the rights of the Creditors or the liability
                                   of the Core Borrowers under the Partnership
                                   Mortgage; or

                           (b)     the amount of the Amount Owing, the
                                   Guaranteed Money or the Secured Money or the
                                   liability of the Guarantors under the Bank
                                   Finance Documents.


12      COSTS, CHARGES, EXPENSES AND INDEMNITIES
----------------------------------------------------------------------------
WHAT THE BORROWERS AGREE TO PAY
                    12.1   The Borrowers agree to pay or reimburse the Security
                           Trustee on demand for:

                           (a)     the reasonable Costs of the Security Trustee
                                   and each other Senior Creditor in connection
                                   with:

                                   (i)    the negotiation, preparation,
                                          execution and registration of and
                                          payment of Taxes on any Bank Finance
                                          Document (other than a Substitution
                                          Agreement executed after the primary
                                          syndication of the Facilities); and

                                   (ii)   their being satisfied that conditions
                                          to drawing have been met; and

<PAGE>

                                   (iii)  giving and considering consents,
                                          approvals, agreements, waivers,
                                          discharges and releases and any
                                          variation or amendment of, under, to
                                          or otherwise in connection with a Bank
                                          Finance Document; and

                           (b)     the reasonable Costs of the Joint Lead Banks
                                   in connection with the syndication of the
                                   Facilities for a period of not more than six
                                   months from Financial Close; and

                           (c)     the Costs of the Security Trustee and each
                                   other Senior Creditor in connection with the
                                   enforcing of or preserving rights (or
                                   considering enforcing or preserving them)
                                   under any Bank Finance Document, or doing
                                   anything in connection with any enquiry by an
                                   authority involving the Obligor or any of its
                                   Related Entities; and

                           (d)     Taxes and fees (including registration fees)
                                   and fines and penalties in respect of fees
                                   paid, or that the Security Trustee reasonably
                                   believes are payable, in connection with any
                                   Bank Finance Document or a payment or receipt
                                   or any other transaction contemplated by any
                                   Bank Finance Document.  However, the Borrower
                                   need not pay a fine or penalty in connection
                                   with Taxes or fees to the extent that it has
                                   placed the Security Trustee in sufficient
                                   cleared funds for the Security Trustee to be
                                   able to pay the Taxes or fees by the due
                                   date.

                           The Security Trustee may debit any of these amounts
                           to a Borrower's account after asking the Borrower to
                           pay and the Borrower has failed to pay the amount
                           requested.

INDEMNITY
                    12.2   The Borrowers indemnify the Security Trustee and
                           each other Senior Creditor against any liability or
                           loss arising from, and any Costs incurred in
                           connection with:

                           (a)     financial accommodation requested under a
                                   Bank Finance Document not being provided in
                                   accordance with the request for any reason
                                   except default of the Security Trustee or the
                                   Financier; or

                           (b)     financial accommodation under a Bank Finance
                                   Document being repaid, discharged or made
                                   payable other than at its maturity or on an
                                   Interest Payment Date relevant to that
                                   accommodation; or

                           (c)     the Security Trustee or the any other Senior
                                   Creditor acting in connection with a Bank
                                   Finance Document in good faith on fax or
                                   telephone instructions purporting to
                                   originate from the offices of an Obligor or
                                   to be given by an Authorised Officer of an
                                   Obligor and which it believes to be genuine
                                   and correct; or

                           (d)     an Event of Default; or

<PAGE>

                           (e)     the Security Trustee or the Senior Creditor
                                   exercising or attempting to exercise a right
                                   or remedy in connection with a Bank Finance
                                   Document after an Event of Default and for so
                                   long as it subsists; or

                           (f)     any indemnity the Security Trustee or any
                                   other Senior Creditor properly gives a
                                   Controller or an administrator of an Obligor
                                   or to the Security Trustee in respect of an
                                   indemnity properly given by the Security
                                   Trustee to such Controller or administrator.

ITEMS INCLUDED IN LOSS, LIABILITY AND COSTS
                    12.3   The Borrowers agree that:

                           (a)     the Costs referred to in clause 12.1 (What
                                   the Borrower agrees to pay) and the
                                   liability, loss or Costs referred to in
                                   clause 12.2 (Indemnity) include in relation
                                   to clause 12.1(a) and (b), reasonable legal
                                   Costs and in relation to clause 12.1(c) and
                                   12.2, legal Costs in accordance with any
                                   written agreement as to legal costs or, if
                                   no agreement, on whichever is the higher of
                                   a full indemnity basis or solicitor and own
                                   client basis; and

                           (b)     the Costs referred to in clause 12.1((a)) and
                                   (c)(What the Borrowers agrees to pay)
                                   include those paid, or that the Security
                                   Trustee or relevant Senior Creditor
                                   reasonably believes are payable, to persons
                                   engaged by the Security Trustee or a Senior
                                   Creditor in connection with the Bank Finance
                                   Documents (such as consultants); and

                           (c)     loss or liability and any Costs in any
                                   indemnity under the Bank Finance Documents
                                   may include "break costs". These may be
                                   calculated by any method the Senior Creditor
                                   reasonably chooses including by reference to
                                   any loss it incurs because the Senior
                                   Creditor terminates arrangements it has made
                                   with others to fund (or to maintain its
                                   funding of) financial accommodation under the
                                   Bank Finance Documents.

PAYMENT OF EMPLOYEES' LOSSES
                    12.4   The Borrowers agree to pay the Security Trustee an
                           amount equal to any liability or loss and any Costs
                           of the kind referred to in clause 12.2 (Indemnity)
                           suffered or incurred by any employee, officer,
                           Security Trustee or contractor of the Security
                           Trustee or the Senior Creditor unless caused by that
                           person's gross negligence.

CURRENCY CONVERSION ON JUDGMENT DEBT
                    12.5   If a judgment, order or proof of debt for an amount
                           in connection with a Bank Finance Document is
                           expressed in a currency other than that in which the
                           amount is due under the Bank Finance Document, then
                           the Borrowers indemnify the Security Trustee and
                           each Senior Creditor against:

                           (a)     any difference arising from converting the
                                   other currency if the rate of exchange used
                                   by the Security Trustee or the Senior
                                   Creditor in accordance with the Bank Finance
                                   Documents for converting currency when it
                                   receives a payment in the other currency is

<PAGE>

                                   less favourable to the Security Trustee or
                                   the Senior Creditor than the rate of exchange
                                   used for the purpose of the judgment, order
                                   or acceptance of proof of debt; and

                           (b)     the Costs of conversion.


13      NOTICES
----------------------------------------------------------------------------
FORM
                    13.1   Unless expressly stated otherwise in the Finance
                           Documents, all notices, certificates, consents,
                           approvals, waivers and other communications in
                           connection with a Finance Document:

                           (a)     must be in writing, signed by an Authorised
                                   Officer of the sender and marked for
                                   attention as set out in schedule 2 if the
                                   recipient has notified otherwise, then marked
                                   for attention in the way last notified; and

                           (b)     must be:

                                   (i)    left at the address set out in
                                          schedule 2; or

                                   (ii)   sent by prepaid post (airmail, if
                                          appropriate) to the address set out in
                                          schedule 2; or

                                   (iii)  sent by fax to the fax number set out
                                          in the schedule 2,

                                   but if the intended recipient has notified a
                                   changed postal address or fax number, then
                                   the communication must be to that address or
                                   number; and

                           (c)     take effect from the time they are received
                                   unless a later time is specified in them; and

                           (d)     if sent by post, are taken to be received
                                   three days after posting (or seven days after
                                   posting if sent to or from a place outside
                                   Australia); and

                           (e)     if sent by fax, are taken to be received at
                                   the time shown in the transmission report as
                                   the time that the whole fax was sent.

WAIVER OF NOTICE PERIOD
                    13.2   The Security Trustee may waive a period of notice
                           required to be given by an Obligor under this deed.


14      CHANGE IN CREDITORS
----------------------------------------------------------------------------
CHANGE IN CREDITORS
                    14.1
                           (a)     If any Creditor assigns any of its rights or
                                   transfers by novation any of its rights and
                                   obligation under any Transaction Document (in
                                   accordance with the relevant provisions of
                                   the relevant Transaction Document) it must

<PAGE>

                                   cause the new assignee or transferee to
                                   become a new Creditor (a "NEW CREDITOR") by
                                   executing a New Creditor Accession Deed.

                           (b)     Each other party to this deed irrevocably
                                   authorises the Security Trustee to execute
                                   any New Creditor Accession Deed signed by a
                                   New Creditor on its behalf.

                           (c)     If a Financier substitutes a new financier
                                   for all or part of its participation under
                                   the Syndicated Facilities Agreement by
                                   executing a substitution certificate under
                                   the Syndicated Facilities Agreement, the
                                   relevant substituted financier will be a new
                                   Senior Creditor.  Clause 14.2 will apply to
                                   it.

                           (d)     A Junior Financier who agrees to be bound by
                                   this deed in consideration for being an
                                   assignee or participant of the Junior Debt
                                   will be a new Junior Creditor.
                                   Clause 14.2 will apply to it.

EFFECT OF ACCESSION
                    14.2   When a new Financier or Junior Financier is
                           appointed:

                           (a)     it becomes bound by this deed and receives
                                   the benefits under this deed as if it were a
                                   party to this deed;

                           (b)     the assigning or transferring party continues
                                   to the bound by this deed, unless the
                                   Relevant Senior Debt or Relevant Junior Debt
                                   (as the case may be), is reduced to zero, in
                                   which case it is released from further
                                   obligations under this deed; and

                           (c)     each other party continues to be bound by
                                   this deed on the basis that the New Creditor
                                   is a Creditor.

NOTICE OF CHANGE
                    14.3   The Security Trustee may treat each Creditor (or any
                           assignee or substitute or New Creditor of which the
                           Security Trustee has actual notice) as the holder of
                           the benefit of that Creditor's interests and subject
                           to the Creditor's obligations under the relevant
                           Transaction Documents for all purposes, unless and
                           until it receives notice to the contrary.


15      GENERAL
----------------------------------------------------------------------------
SET-OFF
                    15.1   At any time after an Event of Default and for so
                           long as it subsists, the Security Trustee or a
                           Senior Creditor may set off any amount due for
                           payment by the Security Trustee or the Senior
                           Creditor, respectively, to an Obligor against any
                           amount due for payment by that Obligor to the
                           Security Trustee or the Senior Creditor,
                           respectively, under the Bank Finance Documents.

CERTIFICATES
                    15.2   The Security Trustee, a Senior Creditor or the
                           Junior Financier may give a Borrower a certificate
                           about an amount payable or other matter in
                           connection with a Transaction Document. The

<PAGE>

                           certificate is sufficient evidence of the amount or
                           other matter, unless it is proved to be incorrect.

PROMPT PERFORMANCE
                    15.3   If this deed specifies when an Obligor agrees to
                           perform an obligation, the Obligor agrees to perform
                           it by the time specified. The Obligor agrees to
                           perform all other obligations promptly.

DISCRETION IN EXERCISING RIGHTS
                    15.4   The Security Trustee, a Senior Creditor or the
                           Junior Financier may exercise a right or remedy or
                           give or refuse its consent in any way it considers
                           appropriate (including by imposing conditions),
                           unless a Transaction Document expressly states
                           otherwise.

CONSENTS
                    15.5   Each Obligor agrees to comply with all conditions in
                           any consent the Security Trustee, a Senior Creditor
                           or the Junior Financier gives in connection with a
                           Transaction Document.

PARTIAL EXERCISING OF RIGHTS
                    15.6   If the Security Trustee, a Senior Creditor or the
                           Junior Financier does not exercise a right or remedy
                           fully or at a given time, the Security Trustee or
                           the Financier can still exercise it later.

NO LIABILITY FOR LOSS
                    15.7   None of the Security Trustee, a Senior Creditor or
                           the Junior Financier is liable for loss caused by
                           the exercise or attempted exercise of, failure to
                           exercise, or delay in exercising, a right or remedy.

CONFLICT OF INTEREST
                    15.8   The Security Trustee's or a Senior Creditor's or the
                           Junior Financier's rights and remedies under this
                           deed may be exercised even if this involves a
                           conflict of duty or the Security Trustee or the
                           Senior Creditor has a personal interest in their
                           exercise.

REMEDIES CUMULATIVE
                    15.9   The rights and remedies of the Security Trustee, a
                           Senior Creditor or the Junior Financier under this
                           deed are in addition to other rights and remedies
                           given by law independently of this deed.

RIGHTS AND OBLIGATIONS ARE UNAFFECTED
                    15.10  Rights given to the Security Trustee, a Senior
                           Creditor or the Junior Financier under this deed and
                           the Obligor's liabilities under it are not affected
                           by any law that might otherwise affect them.

INDEMNITIES
                    15.11  The indemnities in this deed are continuing
                           obligations, independent of the Obligors' other
                           obligations under this agreement and continue after
                           this deed ends. It is not necessary for the Security
                           Trustee, a Senior Creditor or the Junior Financier
                           to incur expense or make payment before enforcing a
                           right of indemnity under this deed.

<PAGE>


VARIATION AND WAIVER
                    15.12  Unless this deed expressly states otherwise, a
                           provision of this deed, or right created under it,
                           may not be waived or varied except in writing signed
                           by the party or parties to be bound.

CONFIDENTIALITY
                    15.13  The Security Trustee, a Senior Creditor and the
                           Junior Financier agree not to disclose information
                           provided by the Obligors that is not publicly
                           available except:

                           (a)     in connection with any person exercising
                                   rights or dealing with rights or obligations
                                   under a Transaction Document (including when
                                   consulting other Senior Creditors and Junior
                                   Financier after a Potential Event of Default
                                   or an Event of Default or in connection with
                                   preparatory steps such as negotiating with
                                   any potential assignee or potential
                                   participant of the Financier's rights or
                                   other person who is considering contracting
                                   with the Financier in connection with a
                                   Transaction Document); or

                           (b)     to a person considering entering into (or who
                                   enters into) a credit swap with the Security
                                   Trustee, a Senior Creditor or the Junior
                                   Financier involving credit events relating to
                                   the Borrowers or any of their Related
                                   Entities; or

                           (c)     to officers, employees, legal and other
                                   advisers and auditors of the Security
                                   Trustee, a Senior Creditor or the Junior
                                   Financier; or

                           (d)     to any party to this agreement or any Related
                                   Entity of the Security Trustee, a Senior
                                   Creditor or the Junior Financier, provided
                                   the recipient agrees to act consistently with
                                   this clause 15.13; or

                           (e)     with the Obligors' consent (not to be
                                   unreasonably withheld); or

                           (f)     as allowed, requested or required by any
                                   law, stock exchange or regulatory authority.

        The Obligors consent to disclosures made in accordance with this
clause 15.13.

FURTHER STEPS
                    15.14  The Obligors agree to do anything the Security
                           Trustee asks (such as obtaining consents, signing
                           and producing documents and getting documents
                           completed and signed) to bind the Obligors and any
                           other person intended to be bound under the Bank
                           Finance Documents.

INCONSISTENT LAW
                    15.15  To the extent permitted by law, this deed prevails
                           to the extent it is inconsistent with any law.

SUPERVENING LEGISLATION
                    15.16  Any present or future legislation which operates to
                           vary the obligations of the Obligors in connection
                           with a Finance Document with the result that the
                           Security Trustee's, a Senior Creditor's or the

<PAGE>

                           Junior Financier's rights, powers or remedies are
                           adversely affected (including by way of delay or
                           postponement) is excluded except to the extent that
                           its exclusion is prohibited or rendered ineffective
                           by law.

TIME OF THE ESSENCE
                    15.17  Time is of the essence in any Bank Finance Document
                           in respect of an obligation of an Obligor to pay
                           money.

COUNTERPARTS
                    15.18  This deed may consist of a number of copies of this
                           deed each signed by one or more parties to the deed.
                           When taken together, the signed copies are treated
                           as making up the one document.

SERVING DOCUMENTS
                    15.19  Without preventing any other method of service, any
                           document in a court action may be served on a party
                           by being delivered to or left at that party's
                           address for service of notices under clause 13
                           (Notices).  TU Australia Holdings No. 1 Ltd and
                           TU Australia Holdings No. 2 Ltd irrevocably appoint
                           TU Australia Holdings (AGP) Pty Ltd to receive any
                           document referred to in this clause.  If, for any
                           reason, TU Australia Holdings (AGP) Pty Ltd ceases to
                           be able to act as Security Trustee, TU Australia
                           Holdings No. 1 Ltd and TU Australia Holdings No. 2
                           Ltd must immediately appoint another person within
                           Victoria to receive any such document and notify the
                           Security Trustee.


16      GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
----------------------------------------------------------------------------
                    16.1   This deed is governed by the law in force in
                           Victoria.

                    16.2   Each party irrevocably and unconditionally submits
                           to the non-exclusive jurisdiction of the courts of
                           Victoria and courts of appeal from them. Each party
                           waives any right it has to object to an action being
                           brought in those courts including, without
                           limitation, by claiming that the action has been
                           brought in an inconvenient forum or that those
                           courts do not have jurisdiction.

                    16.3   Without preventing any other mode of service, any
                           document in an action (including, without
                           limitation, any writ of summons or other originating
                           process or any third or other party notice) may be
                           served on any party by being delivered to or left
                           for that party at its address for service of notices
                           under clause 13.
<PAGE>

EXECUTED as a deed


SCHEDULE 1          NEW CREDITOR ACCESSION DEED
-----------------------------------------------------------------------------


DEED dated                                between:



[              ] (the New Creditor); and

[              ] (the Retiring Creditor); and]

[              ] (the Security Trustee) for itself and on behalf of the other
parties to the Security Trust Deed.

DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this deed, "Security Trust Deed" means the security trust deed dated
        [       ] between the Security Trustee and others. Terms defined in the
        Security Trust Deed have the same meaning in this deed.

1.2     INTERPRETATION

        Clause 1.2 of the Security Trust Deed applies to this deed.

2.      ACCESSION AND RELEASE

2.1     With effect from and including [the date of this deed/other date as
        appropriate]:

        (a)    the New Creditor assumes the obligations and acquire the rights
               of the Retiring Creditor [or specify portion of rights acquired]
               under the Security Trust Deed and each [Bank/Junior] Finance
               Document, as a [Senior/Junior] Creditor;

        (b)    each other party to the Security Trust Deed and each
               [Bank/Junior] Finance Document acquires corresponding rights
               against and assumes corresponding obligations towards the New
               Creditor; and

        (c)    the Retiring Creditor is released from its obligations [or
               specify portion of obligations] under the Security Trust Deed but
               without prejudice to any existing liability).]

2.2     This deed is a [Bank/Junior] Finance Document and the New Creditor is a
        [Senior Creditor/Junior Creditor] for the purposes of the Security Trust
        Deed.

3.      NOTICES

        For the purpose of the [Bank/Junior] Finance Documents, the address for
        correspondence of the New Creditor is the address set out below:
        [                   ]

4.      LAW
        This deed is governed by the laws of the Victoria.

        Each attorney executing this certificate states that he or she has no
        notice of revocation or suspension of his or her power of attorney.

EXECUTED as a deed.

[Execution provisions]


<PAGE>


SCHEDULE 2     NOTICES
-----------------------------------------------------------------------------
CORE BORROWERS, GUARANTORS, TUA,          TEXAS
PURCHASERS AND EASTERN
                                          Address:    Energy Plaza
Address:     Level 49                                 1601 Bryan Street
             525 Collins Street                       Dallas, Texas 75201
             Melbourne  Vic  3000                     United States of America

Fax:         9629 8292                    Fax:        (214) 812 2488
                                          Tel:
Attention:   Managing Director            Attention:


CITIBANK, N.A.

Address:     Level 26
             101 Collins Street
             Melbourne  Vic   3000

Fax:         9653 7301

SECURITY TRUSTEE                          AGENT

Address:     Level 2                      Address:    Level 2
             271 Collins Street                       271 Collins Street
             Melbourne  Vic   3000                    Melbourne  Vic   3000

Fax:         9659 6927                    Fax:        9659 6927
Tel:         9659 6755                    Tel:        9659 6755
Attention:   Head of Agency               Attention:  Head of Agency


<PAGE>


EXECUTION PAGE
--------------------------------------------------------------------------

SIGNED, SEALED AND DELIVERED for TU       )
AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED  )
PARTNERSHIP by being signed by R.S.       )
Shapard  an attorney for TU AUSTRALIA     )
HOLDINGS (AGP) PTY LTD the general        )
partner of the TU Australia Holdings      )
(Partnership) Limited Partnership under   )
power of attorney dated 23/2/99           )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )   R.S. Shapard (signed)
----------------------------------------      ---------------------------------
Signature of witness                      )   By executing this deed the
                                          )   attorney states that the attorney
Steven J Pascoe                           )   has received no notice of
----------------------------------------      revocation of the power of
Name of witness (block letters)           )   attorney


49/525 Collins Street, Melbourne
----------------------------------------
Address of witness

Business Manager
----------------------------------------
Occupation of witness


SIGNED, SEALED AND DELIVERED              )
by R.S. Shapard                           )
as attorney for TU AUSTRALIA HOLDINGS PTY )
LTD under power of attorney dated 23/2/99 )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
                                          )
Steven J Pascoe                           )
----------------------------------------
Name of witness (block letters)           )   R.S. Shapard (signed)
                                          )   ---------------------------------
49/525 Collins Street, Melbourne          )   By executing this deed the
----------------------------------------      attorney states that the attorney
Address of witness                        )   has received no notice of
                                          )   revocation of the power of
                                          )   attorney
Business Manager
----------------------------------------
Occupation of witness


<PAGE>

SIGNED, SEALED AND DELIVERED              )
by R.S. Shapard                           )
as attorney for TUA (NO. 8) PTY LTD       )
under power of attorney dated 23/2/99     )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
Steven J Pascoe                           )
----------------------------------------
Name of witness (block letters)           )
                                          )
49/525 Collins Street, Melbourne          )   R.S. Shapard (signed)
----------------------------------------      ---------------------------------
Address of witness                        )   By executing this deed the
                                          )   attorney states that the attorney
Business Manager                          )   has received no notice of
----------------------------------------  )   revocation of the power of
Occupation of witness                         attorney



SIGNED, SEALED AND DELIVERED              )
by R.S.Shapard                            )
as attorney for TUA (NO. 9) PTY LTD       )
under power of attorney dated 23/2/99     )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
Steven J Pascoe                           )
----------------------------------------
Name of witness (block letters            )
                                          )
49/525 Collins Street, Melbourne          )   R.S. Shapard (signed)
----------------------------------------      ---------------------------------
Address of witness                        )   By executing this deed the
                                          )   attorney states that the attorney
                                              has received no notice of
Business Manager                          )   revocation of the power of
-----------------------------------------     attorney
Occupation of witness


<PAGE>

SIGNED, SEALED AND DELIVERED              )
by R.S. Shapard                           )
as attorney for TEXAS UTILITIES           )
AUSTRALIA PTY LTD under power of          )
attorney dated 23/2/99                    )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
Steven J Pascoe                           )
----------------------------------------
Name of witness (block letters)           )
                                          )   R.S. Shapard (signed)
49/525 Collins Street, Melbourne          )   ---------------------------------
----------------------------------------      By executing this deed the
Address of witness                        )   attorney states that the attorney
                                          )   has received no notice of
Business Manager                          )   revocation of the power of
----------------------------------------      attorney
Occupation of witness



SIGNED, SEALED AND DELIVERED              )
by R.S. Shapard                           )
as attorney for TUA (NO. 10) PTY LTD      )
under power of attorney dated 23/2/99     )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------  )
Signature of witness                      )
                                          )
Steven J Pascoe                           )
----------------------------------------  )
Name of witness (block letters)           )
                                          )
49/525 Collins Street, Melbourne          )   R.S. Shapard (signed)
----------------------------------------  )    ---------------------------------
Address of witness                        )   By executing this deed the
                                          )   attorney states that the attorney
Business Manager                          )   has received no notice of
----------------------------------------      revocation of the power of
Occupation of witness                         attorney

<PAGE>

SIGNED, SEALED AND DELIVERED              )
by R.S. Shapard                           )
as attorney for TUA (NO. 11) PTY LTD      )
under power of attorney dated 23/2/99     )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------  )
Signature of witness                      )
                                          )
Steven J Pascoe                           )
----------------------------------------  )
Name of witness (block letters)           )
                                          )
49/525 Collins Street, Melbourne          )   R.S. Shapard (signed)
----------------------------------------  )   ---------------------------------
Address of witness                        )   By executing this deed the
                                          )   attorney states that the attorney
Business Manager                              has received no notice of
----------------------------------------      revocation of the power of
Occupation of witness                         attorney


SIGNED, SEALED AND DELIVERED              )
by R.S. Shapard                           )
as attorney for EASTERN ENERGY            )
LIMITED under power of attorney dated     )
23/2/99                                   )
                                          )
in the presence of:                       )
                                          )
Steven J Pascoe (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
Steven J Pascoe                           )
----------------------------------------
Name of witness (block letters)           )
                                          )   R.S. Shapard (signed)
49/525 Collins Street, Melbourne          )   ---------------------------------
----------------------------------------      By executing this deed the
Address of witness                        )   attorney states that the attorney
                                          )   has received no notice of
Business Manager                              revocation of the power of
----------------------------------------      attorney
Occupation of witness

<PAGE>

SIGNED, SEALED AND DELIVERED              )
by TEXAS UTILITIES COMPANY by             )
its duly authorised representative        )
                                          )
in the presence of:                       )
                                          )
Christine Larkin (signed)                 )
----------------------------------------
Signature of witness                      )
                                          )
Christine Larkin                          )
----------------------------------------
Name of witness (block letters)           )
                                          )
1601 Bryan Street, 30th Floor, Dallas,    )
----------------------------------------
Texas                                     )
----------------------------------------      ---------------------------------
Address of witness                            Authorised Representative

Attorney
----------------------------------------
Occupation of witness



JUNIOR FINANCIER

SIGNED, SEALED AND DELIVERED              )
by Joseph Sheehan, Vice President         )
                                          )
and       Dale Murphy, Vice President     )
                                          )
as attorneys for CITIBANK, N.A. under     )
power of attorney dated 20 August 1996    )
                                          )
in the presence of:                       )
                                          )
W.A. Glover (signed)                      )   Joseph Sheehan (signed)
----------------------------------------      ---------------------------------
Signature of witness                      )
                                          )
W.A. Glover (signed)                      )
----------------------------------------
Name of witness (block letters)           )   Dale Murphy (signed)
                                          )   ----------------------------------
101 Collins Street, Melbourne             )   By executing this deed the
----------------------------------------      attorneys state that the attorneys
Address of witness                            have received no notice of
                                              revocation of the power of
Solicitor                                     attorney
----------------------------------------
Occupation of witness

<PAGE>

<PAGE>


AGENT

SIGNED, SEALED AND DELIVERED              )
by Peter Robinson                         )
as attorney for NATIONAL                  )
AUSTRALIA BANK LIMITED under              )
power of attorney dated 28 February 1991  )
in the presence of:                       )
                                          )
Melanie Butcher (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
Melanie L Butcher                         )
----------------------------------------
Name of witness (block letters)           )
                                          )
Level 28, 525 Collins Street, Melbourne   )   Peter Robinson (signed)
----------------------------------------      ---------------------------------
Address of witness                        )   By executing this deed the
                                          )   attorney states that the attorney
Solicitor                                 )   has received no notice of
----------------------------------------      revocation of the power of
Occupation of witness                         attorney



SECURITY TRUSTEE

SIGNED, SEALED AND DELIVERED              )
by Peter Robinson                         )
as attorney for NATIONAL                  )
AUSTRALIA BANK LIMITED under              )
power of attorney dated 28 February 1991  )
in the presence of:                       )
                                          )
Melanie Butcher (signed)                  )
----------------------------------------
Signature of witness                      )
                                          )
Melanie L Butcher                         )
----------------------------------------
Name of witness (block letters)           )
                                          )
Level 28, 525 Collins Street, Melbourne   )   Peter Robinson (signed)
----------------------------------------      ---------------------------------
Address of witness                        )   By executing this deed the
                                          )   attorney states that the attorney
Solicitor                                 )   has received no notice of
----------------------------------------      revocation of the power of
Occupation of witness                         attorney