<PAGE>

                                                                     Exhibit 4.5


                       ---------------------------------
                         DATED


                            KINGFISHER TRUST 2001- 1G
                                 DEED OF CHARGE

                            PERPETUAL TRUSTEE COMPANY
                                     LIMITED
                                   ("TRUSTEE")
                                  P.T. LIMITED
                              ("SECURITY TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: BCC:SRF



<PAGE>

--------------------------------------------------------------------------------
CONTENTS        KINGFISHER TRUST 2001-1G DEED OF CHARGE
--------------------------------------------------------------------------------


                1     INTERPRETATION                                        1


                2     CREATION OF KINGFISHER TRUST 2001-1G SECURITY TRUST   5

                      Creation of Security Trust                            5
                      Name of Security Trust                                6

                3     CHARGE                                                6


                4     NATURE OF CHARGE                                      6

                      Conversion to fixed charge                            7

                5     NOTICES                                               7

                      Form                                                  7
                      Time effective                                        8
                      Deemed receipt                                        8

                6     GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS    9

                      Governing Law                                         9
                      Non-exclusive jurisdiction                            9
                      Service of process                                    9

                7     COUNTERPARTS                                          9


                8     LIMITED RECOURSE                                      9

                      Security Trustee Liability                            9
                      Limitation on Trustee's liability                    10
                      Claims against Trustee                               10
                      Breach of trust                                      10
                      Acts or omissions                                    10

                9     NOTE TRUSTEE                                         11

                      Capacity                                             11
                      Exercise of rights                                   11
                      Instructions or directions                           11
                      Payments                                             12
                      Notices                                              12
                      Limitation of Note Trustee's Liability               12

                10    PRIORITY AMOUNT                                      12

<PAGE>

                                                                              1
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                       KINGFISHER TRUST 2001-1G
                       DEED OF CHARGE

DATE:

PARTIES:               PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007 )
                       in its capacity as trustee of the Trust having its
                       registered office at Level 7, 39 Hunter Street, Sydney
                       NSW 2000 ("TRUSTEE")
                       P.T. LIMITED (ABN 67 004 454 666) having its registered
                       office at Level 7, 39 Hunter Street, Sydney NSW 2000
                       ("SECURITY TRUSTEE")
                       ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its
                       registered office at Level 17, 530 Collins Street,
                       Melbourne, Victoria, 3000 ("TRUST MANAGER")
                       THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking
                       corporation acting through its New York branch at 101
                       Barclay Street, 21W, New York, New York 10286 ("NOTE
                       TRUSTEE")

RECITALS:

                A.     The Global Master Security Trust Deed makes provision for
                       the establishment of the Security Trust pursuant to this
                       deed.

                B.     As security for its obligations to the Secured Creditors,
                       the Trustee, as trustee of the Trust, has agreed to grant
                       to the Security Trustee a charge over all of the Assets
                       of the Trust for the benefit of the Secured Creditors.

                C.     The Trustee has the power under the Master Trust Deed to
                       grant the charge evidenced in the Global Master Security
                       Trust Deed and this deed.

                D.     The Security Trustee has agreed to act as trustee for the
                       Secured Creditors and hold the benefit of the Charge on
                       trust for the Secured Creditors and otherwise act in
                       accordance with the Global Master Security Trust Deed and
                       this deed.

                E.     The Note Trustee acts as Note Trustee on behalf of the
                       Class A Note Holders in accordance with the Note Trust
                       Deed.

OPERATIVE PROVISIONS:

1     INTERPRETATION
--------------------------------------------------------------------------------

                  1.1   The following words have these meanings unless the
                        contrary intention appears:

                        DEFINITIONS SCHEDULE means the deed entitled "Kingfisher
                        Master Trusts Master Definitions Schedule" dated 1
                        August 2000 between the Trustee, the Security Trustee
                        and the Trust Manager as amended by the deed entitled
                        "Kingfisher Master Trusts Amending Deed" dated on or
                        about the date of this deed.

<PAGE>

                                                                              2
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                        EVENT OF DEFAULT means the occurrence of any of the
                        following events in respect of the Trust:

                        (a)   the Trustee fails to pay or repay any amount due
                              under:

                              (i)  the Class A Notes (for such times as the
                                   Class A Notes are outstanding);

                              (ii) the Class B Notes (after all of the Class A
                                   Notes have been repaid or redeemed in full);
                                   or

                             (iii) any Transaction Document,

                              within 10 Business Days of the due date for
                              payment or repayment of such amount;

                        (b)   the Trustee is (for any reason) not entitled fully
                              to exercise its right of indemnity against the
                              Assets of the Trust to satisfy any liability to a
                              Secured Creditor and the circumstances are not
                              rectified to the reasonable satisfaction of the
                              Security Trustee within 14 days of the Security
                              Trustee requiring the Trustee in writing to
                              rectify them;

                        (c)   the Trustee fails to perform or observe any other
                              provision of a Transaction Document (other than
                              the obligations referred to in this definition),
                              where such failure will have a Material Adverse
                              Effect and the failure is not remedied within 30
                              days after written notice from the Security
                              Trustee requiring the Trustee to rectify them;

                        (d)   an Insolvency Event occurs in respect of the
                              Trustee (in its capacity as trustee of the Trust)
                              and the Trustee is not replaced (by either the
                              Trust Manager or a replacement trustee) in
                              accordance with the Master Trust Deed within 30
                              days of such Insolvency Event;

                        (e)   the Charge:

                              (i)  is or becomes wholly or partly void, voidable
                                   or unenforceable; or

                              (ii) loses the priority which it has at or after
                                   the date of this deed;

                        (f)   all or any part of any Transaction Document, is
                              terminated (other than the Basis Swap, the Fixed
                              Rate Swap, the Redraw Facility Agreement or a
                              Currency Swap, in respect of a termination because
                              of an action of a taxing authority or change in
                              tax law) or is or becomes void, illegal, invalid,
                              unenforceable or of limited force and effect, or
                              any party becomes entitled to terminate, rescind
                              or avoid all or part of any Transaction Document
                              (other than the Basis Swap, the Fixed Rate Swap,
                              the Redraw Facility Agreement or a

<PAGE>

                                                                              3
--------------------------------------------------------------------------------
                              Currency Swap, in respect of a termination because
                              of an action of a taxing authority or a change in
                              tax law);

                        (g)   distress or execution is levied or a judgment,
                              order or a Security Interest is enforced, or
                              becomes enforceable, over the Secured Property (or
                              any part of it) for an amount exceeding (either
                              individually or in aggregate) A$1,000,000, or can
                              be rendered enforceable by the giving of notice,
                              lapse of time or fulfilment of any condition;

                        (h)   the Trust is held or conceded by the Trustee not
                              to have been constituted or to have been
                              imperfectly constituted; or

                        (i)   except with the prior consent of the Security
                              Trustee (that consent only to be given upon the
                              instructions or the consent of the Voting Secured
                              Creditors):

                              (i)  the Trust is wound up, or the Trustee is
                                   required to wind up the Trust under the terms
                                   of this deed, or applicable law, or the
                                   winding up of the Trust commences; or

                              (ii) the Trustee ceases to be authorised to hold
                                   the property of the Trust in its name and
                                   perform its obligations under the Transaction
                                   Documents.

                        NOTE TRUST DEED means the deed entitled "Kingfisher
                        Trust 2001-1G Note Trust Deed" dated on or about the
                        date of this deed between the Trustee, the Trust Manager
                        and the Note Trustee.

                        SECURED CREDITOR means:

                        (a)   the Note Trustee (in its personal capacity and as
                              trustee of the Note Trust) on behalf of each Class
                              A Note Holder;

                        (b)   each Class A Note Holder;

                        (c)   each Class B Note Holder:

                        (d)   each Paying Agent;

                        (e)   each Counterparty;

                        (f)   the Liquidity Facility Provider;

                        (g)   the Redraw Facility Provider;

                        (h)   the Servicer;

                        (i)   the Seller;

                        (j)   the Trust Manager;

                        (k)   the Security Trustee; and

<PAGE>

                                                                              4
--------------------------------------------------------------------------------
                        (l)   each Support Facility Provider (to the extent not
                              included in the above paragraphs).

                        SECURED LIMIT means $5,000,000,000.

                        SECURED MONEY means all amounts which at any time for
                        any reason or circumstance in connection with any
                        Transaction Document that relates to, or applies to, the
                        Trust or this deed or any transactions contemplated by
                        any of them (insofar as such transactions relate to, or
                        apply to, the Trust), whatsoever whether at law, in
                        equity, under statute or otherwise:

                        (a)   are payable, are owing but not currently payable,
                              are contingently owing, or remain unpaid by the
                              Trustee to the Security Trustee on its own account
                              or for the account of the Secured Creditors or to
                              any Secured Creditor or to any Receiver;

                        (b)   have been advanced or paid by the Security Trustee
                              on its own account or for the account of the
                              Secured Creditors or by any Secured Creditor:

                              (i)  at the express request of the Trustee; and

                              (ii) on behalf of the Trustee;

                        (c)   which the Security Trustee on its own account or
                              for the account of the Secured Creditors or any
                              Secured Creditor is liable to pay by reason of any
                              act or omission of the Trustee or has paid or
                              advanced in the protection or maintenance of the
                              Secured Property or the security interest created
                              by this deed following an act or omission by the
                              Trustee; or

                        (d)   are reasonably foreseeable as likely, after that
                              time, to fall within any of paragraphs (a), (b) or
                              (c) above.

                        This definition applies:

                        (i)   irrespective of the capacity in which the Trustee,
                              the Security Trustee or any Secured Creditor
                              became entitled or is liable in respect of the
                              amount concerned;

                        (ii)  whether the Trustee, the Security Trustee or any
                              Secured Creditor is liable as principal debtor or
                              surety or otherwise;

                        (iii) whether the Trustee is liable alone or jointly, or
                              jointly and severally with another person;

                        (iv)  whether the Security Trustee or any Secured
                              Creditor is the original obligee or an assignee or
                              a transferee of the Secured Money and whether or
                              not:

                              (A)  the assignment or transfer took place before
                                   or after the delivery of this deed; or

<PAGE>

                                                                              5
--------------------------------------------------------------------------------
                              (B)  the Trustee consented to or was aware of the
                                   assignment or transfer; or

                              (C)  the assigned or transferred obligation was
                                   secured; or

                        (v)   whether the Security Trustee or any Secured
                              Creditor is the original Security Trustee or an
                              original Secured Creditor or an assignee or a
                              transferee of the original Security Trustee or an
                              original Secured Creditor, and whether or not the
                              Trustee consented to or was aware of the
                              assignment or transfer.

                        SECURED PROPERTY means all the future Assets of the
                        Trust held by the Trustee on the terms of the Trust in
                        accordance with the Master Trust Deed and the
                        Supplemental Deed.

                        SECURITY TRUST means the trust constituted by this deed
                        and the Global Master Security Trust Deed.

                        SUPPLEMENTAL DEED means the deed entitled "Kingfisher
                        Trust 2001-1G Supplemental Deed" on or about the date of
                        this deed between the Trustee, the Trust Manager, the
                        Security Trustee, the Servicer, the Seller, the
                        Custodian and each Unitholder.

                        TRUST means the Kingfisher Trust 2001-1G.

                  1.2   Except to the extent to which words and phrases are
                        otherwise defined in this deed, words and phrases
                        defined in the Definitions Schedule and the Supplemental
                        Deed shall bear the same meaning when used in this deed.
                        Where definitions are in respect of a "Trust" they shall
                        be interpreted in this deed in respect of the Trust. In
                        the event of any inconsistency between a definition
                        expressly defined in this deed and a definition in the
                        Definitions Schedule, the definition in this deed shall
                        prevail. In the event of any inconsistency between a
                        definition in the Definitions Schedule and a definition
                        in the Supplemental Deed, the definition in the
                        Supplemental Deed will prevail. Any amendment to the
                        Definitions Schedule will only apply to this deed if
                        made in accordance with the Global Master Security Trust
                        Deed.

                  1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions
                        Schedule are incorporated into this deed as if those
                        clauses were set out in full.

                  1.4   The provisions in this deed relate only to the Trust and
                        the Security Trust and apply in addition to the
                        provisions of the Global Master Security Trust Deed, or
                        in place of the provisions of the Global Master Security
                        Trust Deed, as the case may be.


2     CREATION OF KINGFISHER TRUST 2001-1G SECURITY TRUST
--------------------------------------------------------------------------------
CREATION OF SECURITY TRUST

                  2.1   The Security Trust is constituted:

                        (a)   upon execution of this deed by the Trustee, the
                              Security Trustee, the Trust Manager and the Note
                              Trustee; and

<PAGE>

                                                                              6
--------------------------------------------------------------------------------
                        (b)   the payment of the sum of $10 by the Trust Manager
                              to the Security Trustee in respect of the Security
                              Trust (the receipt of which the Security Trustee
                              acknowledges by its execution of this deed).

                        The above sum will vest in the Security Trustee and be
                        held by it on and subject to the trusts, terms and
                        conditions of this deed, the definition of "Trust Fund"
                        in the Definitions Schedule and the Global Master
                        Security Trust Deed in respect of the Security Trust and
                        will be invested by the Security Trustee in accordance
                        with the provisions of this deed and the Global Master
                        Security Trust Deed.

NAME OF SECURITY TRUST
                  2.2   The Security Trust established under clause 2.1 will be
                        known as the "Kingfisher Trust 2001-1G Security Trust".


3     CHARGE
--------------------------------------------------------------------------------
                  3.1   The Trustee charges all its future right, title and
                        interest in the Secured Property to the Security Trustee
                        as security for payment of the Secured Money.

                  3.2   The Trustee acknowledges giving this Charge and
                        incurring obligations and giving rights under this deed
                        for valuable consideration.

                  3.3   The Charge is a security for the whole of the Secured
                        Money but nevertheless the amount recoverable by the
                        Security Trustee under this Charge is limited to the
                        Secured Limit.


4     NATURE OF CHARGE
--------------------------------------------------------------------------------
                  4.1   This Charge is:

                        (a)   a fixed charge on the Trustee's right, title and
                              interest in, to and under the Transaction
                              Documents; and

                        (b)   a fixed charge on all Secured Property which is:

                               (i) interests in real property (other than those
                                   which the Trustee is prohibited by law from
                                   charging or is incompetent to charge by a
                                   fixed charge and any interest which the
                                   Trustee has in respect of any Housing Loans);

                              (ii) interests in fixtures, buildings, plant and
                                   machinery;

                             (iii) book debts;

                              (iv) securities, instruments (negotiable or
                                   otherwise) and documents of title (other than
                                   the Title Documents in respect of the Housing
                                   Loans which comprise the

<PAGE>

                                                                              7
--------------------------------------------------------------------------------
                                   Assets of the Trust) at any time deposited
                                   with the Security Trustee by the Trustee for
                                   any purpose;

                              (v)  books of account, invoices, statements,
                                   ledger cards and records relating to the
                                   business transactions of the Trustee; and

                              (vi) interests in personal property not referred
                                   to above that are not acquired for disposal
                                   in the ordinary course of the Trustee's
                                   business; and

                        (c)   a floating charge on:

                              (i)  the Trustee's right, title and interest in,
                                   to and under Housing Loans;

                              (ii) the proceeds of any book debt; and

                             (iii) the rest of the Secured Property.

CONVERSION TO FIXED CHARGE
                  4.2   Without derogating from the provisions of clause 8 of
                        the Global Master Security Trust Deed, the Security
                        Trustee may, by notice given at any time to the Trustee,
                        convert the floating charge to a fixed charge in
                        relation to the Secured Property specified in the notice
                        where the Security Trustee reasonably considers that it
                        is necessary to protect the rights of the Secured
                        Creditors under this deed and the Global Master Security
                        Trust Deed. The Security Trustee must notify each
                        Designated Rating Agency promptly upon so converting the
                        charge.


5     NOTICES
--------------------------------------------------------------------------------
FORM
                  5.1   A notice, approval, consent or other communication in
                        connection with this deed:

                        (a)   may be given by an Authorised Officer of the
                              relevant party; and

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee, or
                              sent by prepaid ordinary post (airmail if posted
                              to or from a place outside Australia) to the
                              address of the addressee or sent by facsimile to
                              the facsimile number of the addressee set out
                              below or which is notified to the parties from
                              time to time after execution of this deed.

<PAGE>

                                                                              8
--------------------------------------------------------------------------------

                             TRUSTEE

                             Address:      Level 3
                                           39 Hunter Street
                                           Sydney  NSW  2000
                             Facsimile:    (02) 9221 7870
                             Attention:    Manager, Securitisation

                             SECURITY TRUSTEE

                             Address:      Level 7
                                           1 Castlereagh Street
                                           Sydney   NSW   2000
                             Facsimile:    (02) 9229 9009
                             Attention:    Manager, Securitisation

                             TRUST MANAGER

                             Address:      Level 6, 530 Collins Street
                                           Melbourne  VIC  3000
                             Facsimile:    (61 3) 9273 3539
                             Attention:    Manager, Primary Markets Group
                             NOTE TRUSTEE

                             Address:     101 Barclay Street, 21W
                                          New York, New York 10286
                                          United States of America
                             Facsimile:   (212) 815 3522
                             Attention:   Global Structured Products Unit
TIME EFFECTIVE
                  5.2   Unless a later time is specified in it a notice,
                        approval, consent or other communication takes effect
                        from the time it is received.

DEEMED RECEIPT
                  5.3   A notice, request, certificate, demand, consent or other
                        communication under this deed is deemed to have been
                        received:

                        (a)   where delivered in person, upon receipt at the
                              relevant office;

                        (b)   where sent by post, on the third (seventh if
                              outside Australia) day after posting; and

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

                        However, if the time of deemed receipt of any notice is
                        not before 4.00 p.m. (local time at the address of the
                        recipient) on a Business Day it is deemed to have been
                        received at the commencement of business on the next
                        following Business Day.

<PAGE>

                                                                              9
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                  5.4   All notices with respect to the Secured Creditors are
                        valid if despatched by prepaid ordinary post (airmail if
                        posted to a place outside Australia) to the Secured
                        Creditors at their registered office (or, in the case of
                        Note Holders holding Registered Notes, to the address
                        specified in the Register of Note Holders and, in the
                        case of joint holders, to the person whose name first
                        appears in the Register of Note Holders) or, in the case
                        of the owners of Bearer Notes, any notice will be
                        effectively given if it is given to the Note Trustee in
                        accordance with this clause and in the manner
                        contemplated by relevant Note Trust Deed and the terms
                        and conditions of issue (if any) of the relevant Bearer
                        Notes. Such notice is taken to be received on the third
                        (seventh, if posted to a place outside Australia) day
                        after posting.


6     GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
--------------------------------------------------------------------------------
GOVERNING LAW
                  6.1   This deed and the Security Trust are governed by the law
                        in force in New South Wales and the rights, liabilities
                        and obligations of the parties and the other Secured
                        Creditors are governed by the laws in force in New South
                        Wales.

NON-EXCLUSIVE JURISDICTION
                  6.2   Each party irrevocably and unconditionally submits to
                        the non-exclusive jurisdiction of the courts of New
                        South Wales 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.

SERVICE OF PROCESS
                  6.3   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 5.


7     COUNTERPARTS
--------------------------------------------------------------------------------
                        This deed may consist of a number of counterparts and
                        the counterparts taken together constitute one and the
                        same instrument.


8     LIMITED RECOURSE
--------------------------------------------------------------------------------
SECURITY TRUSTEE LIABILITY
                  8.1   Notwithstanding any other provision of this deed, the
                        Security Trustee will have no liability under or in
                        connection with this deed or any other Transaction
                        Document (whether to the Secured Creditors, the Trustee,
                        the Trust Manager or any other person) other than to the
                        extent to which the liability is able to be satisfied in
                        accordance with the Global Master Security Trust Deed or
                        any other Transaction Document out of the property of
                        the Trust Fund from which the

<PAGE>

                                                                             10
--------------------------------------------------------------------------------
                        Security Trustee is actually indemnified for the
                        liability. This limitation will not apply to a liability
                        of the Security Trustee to the extent that it is not
                        satisfied because, under the Global Master Security
                        Trust Deed or by operation of law, there is a reduction
                        in the extent of the Security Trustee's indemnification
                        as a result of the Security Trustee's fraud, gross
                        negligence or wilful default. Nothing in this clause 8.1
                        or any similar provision in any other Transaction
                        Document limits or adversely affects the powers of the
                        Security Trustee, any Receiver or attorney in respect of
                        the Charge or the Secured Property.

LIMITATION ON TRUSTEE'S LIABILITY
                  8.2   This deed applies to the Trustee only in its capacity as
                        trustee of the Trust and in no other capacity. A
                        liability incurred by the Trustee acting in its capacity
                        as trustee of the Trust arising under or in connection
                        with this deed is limited to and can be enforced against
                        the Trustee only to the extent to which it can be
                        satisfied out of Assets of the Trust out of which the
                        Trustee is actually indemnified for the liability. This
                        limitation of the Trustee's liability applies despite
                        any other provision of this deed (other than clause 8.4)
                        and extends to all liabilities and obligations of the
                        Trustee in any way connected with any representation,
                        warranty, conduct, omission, agreement or transaction
                        related to this deed.

CLAIMS AGAINST TRUSTEE
                  8.3   The parties other than the Trustee may not sue the
                        Trustee in any capacity other than as trustee of the
                        Trust, including seeking the appointment of a receiver
                        (except in relation to the Assets of the Trust), or a
                        liquidator, an administrator or any similar person to
                        the Trustee or prove in any liquidation, administration
                        or arrangements of or affecting the Trustee (except in
                        relation to the Assets of the Trust).

BREACH OF TRUST
                  8.4   The provisions of this clause 8 limiting the Trustee's
                        liability will not apply to any obligation or liability
                        of the Trustee to the extent that it is not satisfied
                        because under this deed or any other Transaction
                        Document in relation to the Trust or by operation of law
                        there is a reduction in the extent of the Trustee's
                        indemnification out of the Assets of the Trust as a
                        result of the Trustee's fraud, gross negligence or
                        wilful default.

ACTS OR OMISSIONS
                  8.5   It is acknowledged that the Relevant Parties are
                        responsible under this deed and the other Transaction
                        Documents for performing a variety of obligations
                        relating to the Trust. No act or omission of the Trustee
                        (including any related failure to satisfy its
                        obligations or breach of representation or warranty
                        under this deed) will be considered fraud, gross
                        negligence or wilful default for the purpose of clause
                        8.4 if and to the extent the act or omission was caused
                        or contributed to by any failure by any Relevant Party
                        or any other person appointed by the Trustee under any
                        Transaction Document (other than a person whose acts or
                        omissions the Trustee is liable for in accordance with
                        any Transaction Document) to fulfil its obligations
                        relating to the Trust or by any other act or omission of
                        any Relevant Party or any other such

<PAGE>

                                                                             11
--------------------------------------------------------------------------------
                        person regardless of whether or not the act or omission
                        is purported to be done on behalf of the Trustee.

                  8.6   No attorney, agent, receiver or receiver and manager
                        appointed in accordance with this deed or any other
                        Transaction Document has authority to act on behalf of
                        the Trustee in a way that exposes the Trustee to any
                        personal liability, and no act or omission of any such
                        person will be considered fraud, gross negligence or
                        wilful default of the Trustee for the purpose of clause
                        8.4.

                  8.7   The Trustee is not obliged to do anything or refrain
                        from doing anything under or in connection with this
                        deed (including incur a liability) unless the Trustee's
                        liability is limited in the same manner as set out in
                        this clause.


9     NOTE TRUSTEE
--------------------------------------------------------------------------------
CAPACITY
                  9.1   The Note Trustee is a party to this deed in its capacity
                        as trustee for the Class A Note Holders of the Trust
                        from time to time under the Note Trust Deed.

EXERCISE OF RIGHTS
                  9.2   Except as otherwise provided in this deed and in the
                        Note Trust Deed:

                        (a)   (ONLY BY NOTE TRUSTEE): the rights, remedies and
                              discretions of the Class A Note Holders under this
                              deed including all rights to vote or give
                              instructions or consent to the Security Trustee
                              and to enforce any undertakings or warranties
                              under this deed, may only be exercised by the Note
                              Trustee on behalf of the Class A Note Holders in
                              accordance with the Note Trust Deed; and

                        (b)   (LIMITED RIGHT OF ENFORCEMENT BY CLASS A NOTE
                              HOLDERS): the Class A Note Holders may only
                              exercise enforcement rights in respect of the
                              Secured Property through the Note Trustee and only
                              in accordance with this deed.

INSTRUCTIONS OR DIRECTIONS
                  9.3   The Security Trustee may rely on any instructions or
                        directions given to it by the Note Trustee as being
                        given on behalf of all the Class A Note Holders from
                        time to time and need not inquire whether any such
                        instructions or directions are in accordance with the
                        Note Trust Deed, whether the Note Trustee or the Class A
                        Note Holders from time to time have complied with any
                        requirements under the Note Trust Deed or as to the
                        reasonableness or otherwise of the Note Trustee.

PAYMENTS
                  9.4   Any payment to be made to a Class A Note Holder under
                        this deed may be made to the Note Trustee or a Paying
                        Agent on behalf of that Class A Note Holder in
                        accordance with the Note Trust Deed, the Agency
                        Agreement and the Class A Note Conditions for the Class
                        A Notes.

<PAGE>

                                                                             12
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NOTICES
                  9.5   Any notice to be given to a Class A Note Holder under
                        this deed may be given to the Note Trustee on behalf of
                        that Class A Note Holder and in the manner contemplated
                        by the Note Trust Deed and the Class A Note Conditions
                        for the Class A Notes. Any costs to the Note Trustee of
                        publishing such notice to the Class A Note Holders will,
                        subject to this deed, be reimbursed by the Trustee to
                        the Note Trustee.

LIMITATION OF NOTE TRUSTEE'S LIABILITY
                  9.6   The liability of the Note Trustee under this deed is
                        limited in the manner and to the same extent as under
                        the Note Trust Deed.


10    PRIORITY AMOUNT
--------------------------------------------------------------------------------
PRIORITY AMOUNT
                  10.1  The Secured Money is a limited amount. For the purpose
                        only of fixing priorities in accordance with section 282
                        of the Corporations Law between this deed and any other
                        charge given by the Trustee and without affecting any
                        obligation of the Trustee under this deed, the
                        prospective liabilities secured by this deed include,
                        without limitation, the prospective liabilities of the
                        nature specified in clause 10.2 up to the maximum amount
                        specified in clause 10.3.

NATURE OF LIABILITIES
                  10.2  The nature of the liabilities referred to in clause 10.1
                        are the liabilities of the Trustee to the Secured
                        Creditors under the Transaction Documents.

MAXIMUM AMOUNT
                  10.3  The maximum amount referred to in clause 10.1 is
                        A$5,000,000,000.

EXECUTED as a deed in the Australian Capital Territory.


<PAGE>

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EXECUTION PAGE
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SIGNED, SEALED AND DELIVERED  by    )
as attorney for PERPETUAL TRUSTEE   )
COMPANY LIMITED under power of      )
attorney dated                      )
                                    )
in the presence of:                 )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )
                                    )
 .................................   )
Address of witness                  )      .................................
                                    )      By executing this deed the
 .................................   )      attorney states that the
Occupation of witness               )      attorney has received no notice
                                    )      of revocation of the power of
                                           attorney



SIGNED, SEALED AND DELIVERED  by    )
as attorney for P.T. LIMITED under  )
power of attorney dated             )
                                    )
in the presence of:                 )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )
                                    )
 .................................   )
Address of witness                  )      .................................
                                    )      By executing this deed the
 .................................   )      attorney states that the
Occupation of witness               )      attorney has received no notice
                                    )      of revocation of the power of
                                           attorney


<PAGE>


SIGNED by                          )
                                   )
                                   )
on behalf of and SEALED AND        )
DELIVERED by ANZ CAPEL COURT       )
LIMITED in the presence of:        )
                                   )
                                   )
 ..............................     )
Signature of witness               )
                                   )
 ..............................     )
Name of witness (block letters)    )
                                   )
 ..............................     )       ..............................
Address of witness                 )       By executing this deed the
                                   )       signatory states that the
 ..............................     )       signatory has received no notice
Occupation of witness              )       of revocation of the authority
                                   )       pursuant to which they execute
                                           this deed

SIGNED, SEALED AND DELIVERED by     )
as authorised signatory for THE     )
BANK OF NEW YORK, NEW YORK BRANCH   )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )
Address of witness                  )
                                    )      ................................
 ................................    )      By executing this deed the
Occupation of witness               )      signatory states that the
                                    )      signatory has received no notice
                                    )      of revocation of the authority
                                           under which this deed is signed,
                                           sealed and delivered