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(MULTICURRENCY - CROSS BORDER)

                                      ISDA
               INTERNATIONAL SWAPS & DERIVATIVES ASSOCIATION, INC.

                                MASTER AGREEMENT

                                   dated as of

Macquarie Securitisation Limited,              Deutsche Bank AG New York Branch
ABN 16 003 297 336                                        ("Party A")

Perpetual Trustees Australia Limited, ABN 86 000 431
827 as trustee of the various Sub-Funds from time to
time established under the Trust Deed ("Party B")


have entered and/or anticipate entering into one or more transactions (each a
"TRANSACTION") that are or will be governed by this Master Agreement, which
includes the schedule (the "SCHEDULE"), and the documents and other confirming
evidence (each a "CONFIRMATION") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.   INTERPRETATION

(a)  DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
     the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY. In the event of any inconsistency between the provisions of
     the Schedule and the other provisions of this Master Agreement, the
     Schedule will prevail. In the event of any inconsistency between the
     provisions of any Confirmation and this Master Agreement (including the
     Schedule), such Confirmation will prevail for the purpose of the relevant
     Transaction.

(c)  SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
     that this Master Agreement and all Confirmations form a single agreement
     between the parties (collectively referred to as this "AGREEMENT"), and the
     parties would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS

     (i)  Each party will make each payment or delivery specified in each
          Confirmation to be made by it, subject to the other provisions of this
          Agreement.

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     (ii) Payments under this Agreement will be made on the due date for value
          on that date in the place of the account specified in the relevant
          Confirmation or otherwise pursuant to this Agreement, in freely
          transferable funds and in the manner customary for payments in the
          required currency. Where settlement is by delivery (that is, other
          than by payment), such delivery will be made for receipt on the due
          date in the manner customary for the relevant obligation unless
          otherwise specified in the relevant Confirmation or elsewhere in this
          Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
          the condition precedent that no Event of Default or Potential Event of
          Default with respect to the other party has occurred and is
          continuing, (2) the condition precedent that no Early Termination Date
          in respect of the relevant Transaction has occurred or been
          effectively designated and (3) each other applicable condition
          precedent specified in this Agreement.

(b)  CHANGE OF ACCOUNT. Either party may change its account for receiving a
     payment or delivery by giving notice to the other party at least five Local
     Business Days prior to the scheduled date for the payment or delivery to
     which such change applies unless such other party gives timely notice of a
     reasonable objection to such change.

(c)  NETTING. If on any date amounts would otherwise be payable:-

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

     by each party to the other, then, on such date, each party's obligation to
     make payment of any such amount will be automatically satisfied and
     discharged and, if the aggregate amount that would otherwise have been
     payable by one party exceeds the aggregate amount that would otherwise have
     been payable by the other party, replaced by an obligation upon the party
     by whom the larger aggregate amount would have been payable to pay to the
     other party the excess of the larger aggregate amount over the smaller
     aggregate amount.

     The parties may elect in respect of two or more Transactions that a net
     amount will be determined in respect of all amounts payable on the same
     date in the same currency in respect of such Transactions, regardless of
     whether such amounts are payable in respect of the same Transaction. The
     election may be made in the Schedule or a Confirmation by specifying that
     subparagraph (ii) above will not apply to the Transactions identified as
     being subject to the election, together with the starting date (in which
     case subparagraph (ii) above will not, or will cease to, apply to such
     Transactions from such date). This election may be made separately for
     different groups of Transactions and will apply separately to each pairing
     of Offices through which the parties made and receive payments or
     deliveries.

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(d)  DEDUCTION OR WITHHOLDING FOR TAX

     (i)  GROSS-UP. All payments under this Agreement will be made without any
          deduction or withholding for or on account of any Tax unless such
          deduction or withholding is required by any applicable law, as
          modified by the practice of any relevant governmental revenue
          authority, then in effect. If a party is so required to deduct or
          withhold, then that party ("X") will:-

          (1)  promptly notify the other party ("Y") of such requirement;

          (2)  pay to the relevant authorities the full amount required to be
               deducted or withheld (including the full amount required to be
               deducted or withheld from any additional amount paid by X to Y
               under this Section 2(d)) promptly upon the earlier of determining
               that such deduction or withholding is required or receiving
               notice that such amount has been assessed against Y;

          (3)  promptly forward to Y an official receipt (or a certified copy),
               or other documentation reasonably acceptable to Y, evidencing
               such payment to such authorities; and

          (4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
               payment to which Y is otherwise entitled under this Agreement,
               such additional amount as is necessary to ensure that the net
               amount actually received by Y (free and clear of Indemnifiable
               Taxes, whether assessed against X or Y) will equal the full
               amount Y would have received had no such deduction or withholding
               been required. However, X will not be required to pay any
               additional amount to Y to the extent that it would not be
               required to be paid but for:

               (A)  the failure by Y to comply with or perform any agreement
                    contained in Section 4(a)(i), 4(a)(iii) or 4 (d); or

               (B)  the failure of a representation made by Y pursuant to
                    Section 3(f) to be accurate and true unless such failure
                    would not have occurred but for (1) any action taken by a
                    taxing authority, or brought in a court of competent
                    jurisdiction, on or after the date on which a Transaction is
                    entered into (regardless of whether such action is taken or
                    brought with respect to a party to this Agreement) or (II) a
                    Change in Tax Law.

     (ii) LIABILITY. If:-

          (1)  X is required by any applicable law, as modified by the practice
               of any relevant governmental revenue authority, to make any
               deduction or withholding in respect of which X would not be
               required to pay an additional amount to Y under Section
               2(d)(i)(4);

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               (2)  X does not so deduct or withhold; and

               (3)  a liability resulting from such Tax is assessed directly
                    against X,

               then, except to the extent Y has satisfied or then satisfies the
               liability resulting from such Tax, Y will promptly pay to X the
               amount of such liability (including any related liability for
               interest, but including any related liability for penalties only
               if Y has failed to comply with or perform any agreement contained
               in Section 4(a)(i), 4(a)(iii) or 4(d).

(e)  DEFAULT INTEREST, OTHER AMOUNTS. Prior to the occurrence or effective
     designation of an Early Termination Date in respect of the relevant
     Transaction, a party that defaults in the performance of any payment
     obligation will, to the extent permitted by laws and subject to Section
     6(c), be required to pay interest (before as well as after judgment) on the
     overdue amount to the other party on demand in the same currency as such
     overdue amount, for the period from (and including) the original due date
     for payment to (but excluding) the date of actual payment, at the Default
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed. If, prior to the occurrence or
     effective designation of an Early Termination Date in respect of the
     relevant Transaction, a party defaults in the performance of any obligation
     required to be settled by delivery, it will compensate the other party on
     demand if and to the extent provided for in the relevant Confirmation or
     elsewhere in this Agreement.

3.   REPRESENTATIONS

     Each party represents to the other party (which representations will be
     deemed to be repeated by each party on each date on which a Transaction is
     entered into and, in the case of the representations in Section 3(f), at
     all times until the termination of this Agreement) that:-

     (a)  BASIC REPRESENTATIONS

           (i)   STATUS. it is duly organised and validly existing under the
                 laws of the jurisdiction of its organisation or incorporation
                 and, if relevant under such laws, in good standing;

           (ii)  POWERS. it has the power to execute this Agreement and any
                 other documentation relating to this Agreement to which it is a
                 party, to deliver this Agreement and any other documentation
                 relating to this Agreement that it is required by this
                 Agreement to deliver and to perform its obligations under this
                 Agreement and any obligations it has under any Credit Support
                 Document to which it is a party and has taken all necessary
                 action to authorize such execution, delivery and performance;

           (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
                 performance do not violate or conflict with any law applicable
                 to it, any provision of




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                 its constitutional documents, any order or judgment of any
                 court or other agency of government applicable to it or any of
                 its assets or any contractual restriction binding on or
                 affecting it or any of its assets;

           (iv)  CONSENTS. All governmental and other consents that are required
                 to have been obtained by it with respect to this Agreement or
                 any Credit Support Document to which it is a party have been
                 obtained and are in full force and effect and all conditions of
                 any such consents have been complied with; and

           (v)   OBLIGATIONS BINDING. its obligations under this Agreement and
                 any Credit Support document to which it is a party constitute
                 its legal, valid and binding obligations, enforceable in
                 accordance with their respective terms (subject to applicable
                 bankruptcy, reorganization, insolvency, moratorium or similar
                 laws affecting creditors' rights generally and subject, as to
                 enforceability, to equitable principles of general application
                 (regardless of whether enforcement is sought in a proceeding in
                 equity or at law)).

     (b)  ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event Of
          Default or, to its knowledge, Termination Event with respect to it has
          occurred and is continuing and no such event or circumstance would
          occur as a result of its entering into or performing its obligations
          under this Agreement or any Credit Support Document to which it is
          party.

     (c)  ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
          threatened against it or any of its Affiliates any action, suit or
          proceeding at law or in equity or before any court, tribunal,
          governmental body, agency or official or any arbitrator that is likely
          to affect the legality, validity or enforceability against it of this
          Agreement or any Credit Support document to which it is a party or its
          ability to perform its obligations under this Agreement or such Credit
          Support document.

     (d)  ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
          furnished in writing by or on behalf of it to the other party and is
          identified for the purpose of this Section 3(d) in the Schedule is, as
          of the date of the information, true, accurate and complete in every
          material respect.

     (e)  PAYER TAX REPRESENTATION. Each representation specified in the
          Schedule as being made by it for the purpose of this Section 3 (e) is
          accurate and true.

     (f)  PAYEE TAX REPRESENTATION. Each representation specified in the
          Schedule as being made by it for the purpose of this Section 3(f) is
          accurate and true.

4.       AGREEMENTS

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         Each party agrees with the other that, so long as either party has or
         may have any obligation under this Agreement or under any Credit
         Support Document to which it is a party:-

          (a)  FURNISH SPECIFIED INFORMATION. it will deliver to the other party
               or, in certain cases under subparagraph (iii) below, to such
               government or taxing authority as the other party reasonably
               directs:-

               (i)    any forms, documents or certificates relating to taxation
                      specified in the Schedule or any Confirmation;

               (ii)   any other documents specified in the Schedule or any
                      Confirmation; and

               (iii)  upon reasonable demand by such other party, any form or
                      document that may be required or reasonably requested in
                      writing in order to allow such other party or its Credit
                      Support Provider to make a payment under this Agreement or
                      any applicable Credit Support document without any
                      deduction or withholding for or on account of any Tax or
                      with such deduction or withholding at a reduced rate (so
                      long as the completion, execution or submission of such
                      form or document would not materially prejudice the legal
                      or commercial position of the party in receipt of such
                      demand), with any such form or document to be accurate and
                      completed in a manner reasonably satisfactory to such
                      other party and to be executed and to be delivered with
                      any reasonably required certification,

               in each case by the date specified in the Schedule or such
               Confirmation or, if none is specified, as soon as reasonably
               practicable.

          (b)  MAINTAIN AUTHORIZATIONS. it will use all reasonable efforts to
               maintain in full force and effect all consents of any
               governmental or other authority that are required to be obtained
               by it with respect to this Agreement or any Credit Support
               Document to which it is a party and will use all reasonable
               efforts to obtain any that may become necessary in the future.

          (c)  COMPLY WITH LAWS. It will comply in all material respects will
               all applicable laws and orders to which it may be subject if
               failure so to comply would materially impair its ability to
               perform its obligations under this Agreement or any Credit
               Support Document to which it is a party.

          (d)  TAX AGREEMENT. It will give notice of any failure of a
               representation made by it under Section 3(f) to be accurate and
               true promptly upon learning of such failure.

          (e)  PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any
               Stamp Tax levied or imposed upon it or in respect of its
               execution or performance of this Agreement by a jurisdiction in
               which it is incorporated, organised, managed




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               and controlled, or considered to have its seat, or in which a
               branch or office through which it is acting for the purpose of
               this Agreement is located ("Stamp Tax Jurisdiction") and will
               indemnify the other party against any Stamp Tax levied or imposed
               upon the other party or in respect of the other party's execution
               or performance of this Agreement by any such Stamp Tax
               Jurisdiction which is not also a Stamp Tax Jurisdiction with
               respect to the other party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)  EVENTS OF DEFAULT. The occurrence at any time with respect to a party or,
     if applicable, any Credit Support Provider of such party or any Specified
     Entity of such party of any of the following events constitutes an event of
     default (an "EVENT OF DEFAULT") with respect to such party:-

     (i)  FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any
          payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
          required to be made by it if such failure is not remedied on or before
          the third Local Business Day after notice of such failure is given to
          the party;

     (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform
          any agreement or obligation (other than an obligation to make any
          payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
          or to give notice of a Termination Event or any agreement or
          obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
          with or performed by the party in accordance with this Agreement if
          such failure is not remedied on or before the thirtieth day after
          notice of such failure is given to the party;

     (iii) CREDIT SUPPORT DEFAULT

          (1)  Failure by the party or any Credit Support Provider of such party
               to comply with or perform any agreement or obligation to be
               complied with or performed by it in accordance with any Credit
               Support Document if such failure is continuing after any
               applicable grace period has elapsed;

          (2)  the expiration or termination of such Credit Support Document or
               the failing or ceasing of such Credit Support Document to be in
               full force and effect for the purpose of this Agreement (in
               either case other than in accordance with its terms) prior to the
               satisfaction of all obligations of such party under each
               Transaction to which such Credit Support Document relates without
               the written consent of the other party; or

          (3)  the party or such credit Support Provider disaffirms, disclaims,
               repudiates or rejects, in whole or in part, or challenges the
               validity of, such Credit Support Document;

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     (iv) MISREPRESENTATION. A representation (other than a representation under
          Section 3(e) or (f)) made or repeated or deemed to have been made or
          repeated by the party or any Credit Support Provider of such party in
          this Agreement or any Credit Support Document proves to have been
          incorrect or misleading in any material respect when made or repeated
          or deemed to have been made or repeated;

     (v)  DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
          Provider of such party or any applicable Specified Entity of such
          party (1) defaults under a Specified Transaction and, after giving
          effect to any applicable notice requirement or grace period, there
          occurs a liquidation of, an acceleration of obligations under, or an
          early termination of, that Specified Transaction, (2) defaults, after
          giving effect to any applicable notice requirement or grace period, in
          making any payment or delivery due on the last payment, delivery or
          exchange date of, or any payment on early termination of, a Specified
          Transaction (or such default continues for at least three Local
          Business Days if there is no applicable notice requirement or grace
          period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
          or in part, a Specified Transaction (or such action is taken by any
          person or entity appointed or empowered to operate it or act on its
          behalf);

     (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
          applying to the party, the occurrence or existence of

               (1)  a default, event of default or other similar condition or
                    event (however described) in respect of such party, any
                    Credit Support Provider of such party or any applicable
                    Specified Entity of such party under one or more agreements
                    or instruments relating to Specified Indebtedness of any of
                    them (individually or collectively) in an aggregate amount
                    of not less than the applicable Threshold Amount (as
                    specified in the Schedule) which has resulted in such
                    Specified Indebtedness becoming, or becoming capable at such
                    time of being declared, due and payable under such
                    agreements or instruments, before it would otherwise have
                    been due and payable; or

               (2)  a default by such party, such Credit Support Provider or
                    such Specified Entity (individually or collectively) in
                    making one or more payments on the due date thereof in an
                    aggregate amount of not less than the applicable Threshold
                    Amount under such agreements or instruments (after giving
                    effect to any applicable notice requirement or grace
                    period);

     (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or
          any applicable Specified Entity of such party:

          (1)  is dissolved (other than pursuant to a consolidation,
               amalgamation or merger);

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          (2)  becomes insolvent or is unable to pay its debts or fails or
               admits in writing its inability generally to pay its debts as
               they become due;

          (3)  makes a general assignment, arrangement or composition with or
               for the benefit of its creditors;

          (4)  institutes or has instituted against it a proceeding seeking a
               judgment of insolvency or bankruptcy or any other relief under
               any bankruptcy or insolvency law or other similar law affecting
               creditors' rights, or a petition is presented for its winding-up
               or liquidation, and, in the case of any such proceeding or
               petition instituted or presented against it, such proceeding or
               petition:

               (A)  results in a judgment of insolvency or bankruptcy or the
                    entry of an order for relief or the making of an order for
                    its winding-up or liquidation; or

               (B)  is not dismissed, discharged, stayed or restrained in each
                    case within 30 days of the institution or presentation
                    thereof;

          (5)  has a resolution passed for its winding-up, official management
               or liquidation (other than pursuant to a consolidation,
               amalgamation or merger);

          (6)  seeks or becomes subject to the appointment of an administrator,
               provisional liquidator, conservator, receiver, trustee, custodian
               or other similar official for it or for all or substantially all
               its assets;

          (7)  has a secured party take possession of all or substantially all
               its assets or has a distress, execution, attachment,
               sequestration or other legal process levied, enforced or sued on
               or against all or substantially all its assets and such secured
               party maintains possession, or any such process is not dismissed,
               discharged, stayed or restrained, in each case within 30 days
               thereafter;

          (8)  causes or is subject to any event with respect to it which, under
               the applicable laws of any jurisdiction, has an analogous effect
               to any of the events specified in clauses (1) to (7) (inclusive);
               or

          (9)  takes any action in furtherance of, or indicating its consent to,
               approval of, or acquiescence in, any of the foregoing acts; or

     (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider
            of such party consolidates or amalgamates with, or merges with or
            into, or transfers all or substantially all its assets to, another
            entity and, at the time of such consolidation, amalgamation, merger
            or transfer:-

          (1)  the resulting, surviving or transferee entity fails to assume all
               the obligations of such party or such Credit Support Provider
               under this Agreement or any Credit Support Document to which it
               or its



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               predecessor was a party by operation of law or pursuant to an
               agreement reasonably satisfactory to the other party to this
               Agreement; or

          (2)  the benefits of any Credit Support Document fail to extend
               (without the consent of the other party) to the performance by
               such resulting, surviving or transferee entity of its obligations
               under this Agreement.

(b)  TERMINATION EVENTS. The occurrence at any time with respect to a party or,
     if applicable, any Credit Support Provider of such party or any specified
     Entity of such party of any event specified below constitutes an Illegality
     if the event is specified in (i) below, a Tax Event if the event is
     specified in (ii) below or a Tax Event Upon merger if the event is
     specified in (iii) below, and, if specified to be applicable, a Credit
     Event Upon Merger if the event is specified pursuant to (iv) below or an
     Additional Termination Event if the event is specified pursuant to (v)
     below:-

     (i)  ILLEGALITY. Due to the adoption of, or any change in, any applicable
          law after the date on which a Transaction is entered into, or due to
          the promulgation of, or any change in, the interpretation by any
          court, tribunal or regulatory authority with competent jurisdiction of
          any applicable law after such date, it becomes unlawful (other than as
          a result of a breach by the party of Section 4(b)) for such party
          (which will be the Affected Party):-

          (1)  to perform any absolute or contingent obligation to make a
               payment or delivery or to receive a payment or delivery in
               respect of such Transaction or to comply with any other material
               provision of this Agreement relating to such Transaction; or

          (2)  to perform, or for any Credit Support Provider of such party to
               perform, any contingent or other obligation which the party (or
               such Credit Support Provider) has under any Credit Support
               Document relating to such Transaction;

     (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or
          brought in a court of competent jurisdiction, on or after the date on
          which a Transaction is entered into (regardless of whether such action
          is taken or brought with respect to a party to this Agreement) or (y)
          a Change in Tax Law, the party (which will be the Affected Party)
          will, or there is a substantial likelihood that it will, on the next
          succeeding Scheduled Payment Date:

          (1)  be required to pay to the other party an additional amount in
               respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except
               in respect of interest under Section 2(e), 6(d)(ii) or 6(e)); or

          (2)  receive a payment from which an amount is required to be deducted
               or withheld for or on account of a Tax (except in respect of
               interest under Section 2(e), 6 (d)(ii) or 6(e)) and no additional
               amount is required to be paid in respect of such Tax under
               Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
               or B));

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     (iii) TAX EVENT UPON MERGER. The party (the "BURDENED PARTY") on the next
           succeeding Scheduled Payment Date will either:

          (1)  be required to pay an additional amount in respect of an
               Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
               interest under Section 2(e), 6(d)(ii) or 6(e)); or

          (2)  receive a payment from which an amount has been deducted or
               withheld for or on account of any Indemnifiable Tax in respect of
               which the other party is not required to pay an additional amount
               (other than by reason of Section 2(d)(i)(4)(A) or B)), in either
               case as a result of a party consolidating or amalgamating with,
               or merging with or into, or transferring all or substantially all
               its assets to, another entity (which will be the Affected Party)
               where such action does not constitute an event described in
               Section 5(a)(viii);

     (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified
          in the Schedule as applying to the party, such party ("X"), any Credit
          Support Provider of X or any applicable Specified Entity of X
          consolidates or amalgamates with, or merges with or into, or transfers
          all or substantially all its assets to, another entity and such action
          does not constitute an event described in Section 5(a)(viii) but the
          creditworthiness of the resulting, surviving or transferee entity is
          materially weaker than that of X, such Credit Support Provider or such
          Specified Entity, as the case may be, immediately prior to such action
          (and, in such event, X or its successor or transferee, as appropriate,
          will be the Affected Party); or

     (v)  ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is
          specified in the Schedule or any Confirmation as applying, the
          occurrence of such event (and, in such event) the Affected Party or
          Affected Parties shall be as specified for such Additional Termination
          Event in the Schedule or such Confirmation).

(c)  EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
     otherwise constitute or give rise to an Event of Default also constitutes
     an Illegality, it will be treated as an Illegality and will not constitute
     an Event of Default.

6.   EARLY TERMINATION

(a)  RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
     Default with respect to a party (the "DEFAULTING PARTY") has occurred and
     is then continuing, the other party (the "NON-DEFAULTING PARTY") may, by
     not more than 20 days notice to the Defaulting Party specifying the
     relevant Event of Default, designate a day not earlier than the day such
     notice is effective as an Early Termination Date in respect of all
     outstanding Transactions. If, however, "Automatic Early Termination" is
     specified in the Schedule as applying to a party, then an Early Termination
     Date in respect of all outstanding Transactions will occur immediately upon
     the occurrence with respect to such party of an Event of Default specified
     in Section 5(a)(vii)(1), (3),



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     (5), (6) or, to the extent analogous thereto, (8), and as of the time
     immediately preceding the institution of the relevant proceeding or the
     presentation of the relevant petition upon the occurrence with respect to
     such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
     the extent analogous thereto, (8).

(b)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i)  NOTICE. If a Termination Event occurs, an Affected Party will,
          promptly upon becoming aware of it, notify the other party, specifying
          the nature of that Termination Event and each Affected Transaction and
          will also give such other information about that Termination Event as
          the other party may reasonably require.

     (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an illegality under
          Section 5(b)(i)(1) or a Tax Event occurs and there is only one
          Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
          Party is the Affected Party, the Affected Party will, as a condition
          to its right to designate an Early Termination Date under Section
          6(b)(iv), use all reasonable efforts (which will not require such
          party to incur a loss, excluding immaterial, incidental expenses) to
          transfer within 20 days after it gives notice under Section 6(b)(i)
          all its rights and obligations under this Agreement in respect of the
          Affected Transactions to another of its Offices or Affiliates so that
          such Termination Event ceases to exist.

          If the Affected Party is not able to make such a transfer it will give
          notice to the other party to that effect within such 20 day period,
          whereupon the other party may effect such a transfer within 30 days
          after the notice is given under Section 6(b)(i).

          Any such transfer by a party under this Section 6(b)(ii) will be
          subject to and conditional upon the prior written consent of the other
          party, which consent will not be withheld if such other party's
          policies in effect at such time would permit it to enter into
          transactions with the transferee on the terms proposed.

    (iii) TWO AFFECTED PARTIES. If an illegality under Section 5(b)(i)(1) or a
          Tax Event occurs and there are two Affected Parties, each party will
          use all reasonable efforts to reach agreement within 30 days after
          notice thereof is given under Section 6(b)(i) on action to avoid that
          Termination Event.

     (iv) RIGHT TO TERMINATE. If:-

          (1)  a transfer under Section 6(b)(ii) or an agreement under Section
               6(b)(iii), as the case may be, has not been effected with respect
               to all Affected Transactions within 30 days after an Affected
               Party gives notice under Section 6(b)(i); or

                                       12
<PAGE>

          (2)  an Illegality under Section 5(b)(i)(2), a Credit Event Upon
               Merger or an Additional Termination Event occurs, or a Tax Event
               Upon Merger occurs and the Burdened Party is not the Affected
               Party,

          either party in the case of an Illegality, the Burdened Party in the
          case of a Tax Event Upon Merger, any Affected Party in the case of a
          Tax Event or an Additional Termination Event if there is more than one
          Affected Party, or the party which is not the Affected Party in the
          case of a Credit Event Upon Merger or an Additional Termination Event
          if there is only one Affected Party may, by not more than 20 days
          notice to the other party and provided that the relevant Termination
          Event is then continuing, designate a day not earlier than the day
          such notice is effective as an Early Termination Date in respect of
          all Affected Transactions.

(c)  EFFECT OF DESIGNATION

     (i)  If notice designating an Early Termination Date is given under Section
          6(a) or (b), the Early Termination Date will occur on the date so
          designated, whether or not the relevant Event of Default or
          Termination Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
          Date, no further payments or deliveries under Section 2(a)(i) or 2(e)
          in respect of the Terminated Transactions will be required to be made,
          but without prejudice to the other provisions of this Agreement. The
          amount, if any, payable in respect of an Early Termination Date shall
          be determined pursuant to Section 6(e).

(d)  CALCULATIONS

     (i)  STATEMENT. On or as soon as reasonably practicable following the
          occurrence of an Early Termination Date, each party will make the
          calculations on its part, if any, contemplated by Section 6(e) and
          will provide to the other party a statement:

          (1)  showing, in reasonable detail, such calculations (including all
               relevant quotations and specifying any amount payable under
               Section 6(e)); and

          (2)  giving details of the relevant account to which any amount
               payable to it is to be paid. In the absence of written
               confirmation from the source of a quotation obtained in
               determining a Market Quotation, the records of the party
               obtaining such quotation will be conclusive evidence of the
               existence and accuracy of such quotation.

     (ii) PAYMENT DATE. An amount calculated as being due in respect of any
          Early Termination Date under Section 6(e) will be payable on the day
          that notice of the amount payable is effective (in the case of an
          Early Termination Date which is designated or occurs as a result of an
          Event of Default) and on the day which is two Local Business Days
          after the day on which notice of the amount payable is effective (in
          the case of an Early Termination Date which is designated as a result
          of a Termination Event). Such amount will be paid



                                       13
<PAGE>

          together with (to the extent permitted under applicable law) interest
          thereon (before as well as after judgment) in the Termination
          Currency, from (and including) the relevant Early Termination Date to
          (but excluding) the date such amount is paid, at the Applicable Rate.
          Such interest will be calculated on the basis of daily compounding and
          the actual number of days elapsed.

(e)  PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
     following provisions shall apply based on the parties' election in the
     Schedule of a payment measure, either "Market Quotation" or "Loss" , and a
     payment method, either the "First Method" or the "Second Method". If the
     parties fail to designate a payment measure or payment method in the
     Schedule, it will be deemed that "Market Quotation" or the "Second Method",
     as the case may be, shall apply. The amount, if any, payable in respect of
     an Early Termination Date and determined pursuant to this Section will be
     subject to any Set-off.

     (i)  EVENTS OF DEFAULT. If the Early Termination Date results from an Event
          of Default:-

          (1)  FIRST METHOD AND MARKET QUOTATION. If the First Method and Market
               Quotation apply, the Defaulting Party will pay to the
               Non-defaulting Party the excess, if a positive number, of:

               (A)  the sum of the Settlement Amount (determined by the
                    Non-defaulting Party) in respect of the Terminated
                    Transactions and the Termination Currency Equivalent of the
                    Unpaid Amounts owing to the Non-defaulting Party over

               (B)  the Termination Currency Equivalent of the Unpaid Amounts
                    owing to the Defaulting Party.

          (2)  FIRST METHOD AND LOSS. If the First Method and Loss apply, the
               Defaulting Party will pay to the Non-defaulting Party, if a
               positive number, the Non-defaulting Party's loss in respect of
               this Agreement.

          (3)  SECOND METHOD AND MARKET QUOTATION. If the Second Method and
               Market Quotation apply, an amount will be payable equal to:

               (A)  the sum of the Settlement Amount (determined by the
                    Non-defaulting Party) in respect of the Terminated
                    Transactions and the Termination Currency Equivalent of the
                    Unpaid Amounts owing to the Non-defaulting Party less

               (B)  the Termination Currency Equivalent of the Unpaid Amounts
                    owing to the Defaulting Party. If that amount is a positive
                    number, the Defaulting Party will pay it to the
                    Non-defaulting Party; if it is a negative number, the
                    Non-defaulting Party will pay the absolute value of that
                    amount to the Defaulting Party.

                                       14
<PAGE>

                  (4)      SECOND METHOD AND LOSS. If the Second Method and Loss
                           apply, an amount will be payable equal to the
                           Non-defaulting Party's Loss in respect of this
                           Agreement. If that amount is a positive number, the
                           Defaulting Party will pay it to the Non-defaulting
                           Party; if it is a negative number, the Non defaulting
                           Party will pay the absolute value of that amount to
                           the Defaulting Party.

     (ii) TERMINATION EVENTS. If the Early Termination Date results from a
          Termination Event:-

          (1)  ONE AFFECTED PARTY. If there is one Affected Party, the amount
               payable will be determined in accordance with Section 6(e)(i)(3),
               if Market Quotation applies, or Section 6(e)(i)(4), if Loss
               applies, except that, in either case, references to the
               Defaulting Party and to the Non-defaulting Party will be deemed
               to be references to the Affected Party and the party which is not
               the Affected Party, respectively, and, if Loss applies and fewer
               than all the Transactions are being terminated, Loss shall be
               calculated in respect of all Terminated Transactions.

          (2)  TWO AFFECTED PARTIES. If there are two Affected Parties:-

               (A)  If Market Quotation applies, each party will determine a
                    Settlement Amount in respect of the Terminated Transactions,
                    and an amount will be payable equal to:

                    (I)  the sum of (a) one-half of the difference between the
                         Settlement Amount of the party with the higher
                         Settlement Amount ("X") and the Settlement Amount of
                         the party with the lower Settlement Amount ("Y") and
                         (b) the Termination Currency Equivalent of the Unpaid
                         Amounts owing to X less

                    (II) the Termination Currency Equivalent of the Unpaid
                         Amounts owing to Y; and

               (B)  If Loss applies, each party will determine its Loss in
                    respect of this Agreement (or, if fewer than all the
                    Transactions are being terminated, in respect of all
                    Terminated Transactions) and an amount will be payable equal
                    to one-half of the difference between the Loss of the party
                    with the higher Loss ("X") and the loss of the party with
                    the lower Loss ("Y")

          If the amount payable is a positive number, Y will pay it to X; if it
          is a negative number, X will pay the absolute value of that amount to
          Y.

    (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
          Termination Date occurs because "Automatic Early Termination" applies
          in respect of a party, the amount determined under this Section 6(e)
          will be subject to such adjustments as are appropriate and permitted
          by law to reflect any payments or



                                       15
<PAGE>

          deliveries made by one party to the other under this Agreement (and
          retained by such other party) during the period from the relevant
          Early Termination Date to the date for payment determined under
          Section 6(d)(ii).

     (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an
          amount recoverable under this Section 6(e) is a reasonable
          pre-estimate of loss and not a penalty. Such amount is payable for the
          loss of bargain and the loss of protection against future risks and
          except as otherwise provided in this Agreement neither party will be
          entitled to recover any additional damages as a consequence of such
          losses.

7.   TRANSFER

     Subject to Section 6(b)(ii), neither this Agreement nor any interest or
     obligation in or under this Agreement may be transferred (whether by way of
     security or otherwise) by either party without the prior written consent of
     the other party, except that:-

(a)  a party may make such a transfer of this Agreement pursuant to a
     consolidation or amalgamation with, or merger with or into, or transfer of
     all or substantially all its assets to, another entity (but without
     prejudice to any other right or remedy under this Agreement);

(b)  and a party may make such a transfer of all or any part of its interest in
     any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   CONTRACTUAL CURRENCY

(a)  PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
     be made in the relevant currency specified in this Agreement for that
     payment (the "CONTRACTUAL CURRENCY"). To the extent permitted by applicable
     law, any obligation to make payments under this Agreement in the
     Contractual Currency will not be discharged or satisfied by any tender in
     any currency other than the Contractual Currency, except to the extent such
     tender results in the actual receipt by the party to which payment is owed,
     acting in a reasonable manner and in good faith in converting the currency
     so tendered into the Contractual Currency, of the full amount in the
     Contractual Currency of all amounts payable in respect of this Agreement.
     If for any reason the amount in the Contractual Currency so received falls
     short of the amount in the Contractual Currency payable in respect of this
     Agreement, the party required to make the pavement will, to the extent
     permitted by applicable law, immediately pay such additional amount in the
     Contractual Currency as may be necessary to compensate for the shortfall.
     If for any reason the amount in the Contractual Currency so received
     exceeds the amount in the Contractual Currency payable in respect of this
     Agreement, the party receiving the payment will refund promptly the amount
     of such excess.

                                       16
<PAGE>

(b)  JUDGMENTS. To the extent permitted by applicable law, if any judgment or
     order expressed in a currency other than the Contractual Currency is
     rendered:

     (i)  for the payment of any amount owing in respect of this Agreement;

     (ii) for the payment of any amount relating to any early termination in
          respect of this Agreement; or

     (iii) in respect of a judgment or order of another court for the payment of
          any amount described in (i) or (ii) above, the party seeking recovery,
          after recovery in full of the aggregate amount to which such party is
          entitled pursuant to the judgment or order, will be entitled to
          receive immediately from the other party the amount of any shortfall
          of the Contractual Currency received by such party as a consequence of
          sums paid in such other currency and will refund promptly to the other
          party any excess of the Contractual Currency received by such party as
          a consequence of sums paid in such other currency if such shortfall or
          such excess arises or results from any variation between the rate of
          exchange at which the Contractual Currency is converted into the
          currency of the judgment or order for the purposes of such judgment or
          order and the rate of exchange at which such party is able, acting in
          a reasonable manner and in good faith in converting the currency
          received into the Contractual Currency, to purchase the Contractual
          Currency with the amount of the currency of the judgment or order
          actually received by such party. The term "rate of exchange" includes,
          without limitation, any premiums and costs of exchange payable in
          connection with the purchase of or conversion into the Contractual
          Currency.

(c)  SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
     indemnities constitute separate and independent obligations from the other
     obligations in this Agreement, will be enforceable as separate and
     independent causes of action, will apply notwithstanding any indulgence
     granted by the party to which any payment is owed and will not be affected
     by judgment being obtained or claim or proof being made for any other sums
     payable in respect of this Agreement.

(d)  EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
     for a party to demonstrate that it would have suffered a loss had an actual
     exchange or purchase been made.

9.   MISCELLANEOUS

(a)  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
     understanding of the parties with respect to its subject matter and
     supersedes all oral communication and prior writings with respect thereto.

(b)  AMENDMENTS. No amendment, modification or waiver in respect of this
     Agreement will be effective unless in writing (including a writing
     evidenced by a facsimile transmission) and executed by each of the parties
     or confirmed by an exchange of telexes or electronic messages on an
     electronic messaging system.

                                       17
<PAGE>

(c)  SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
     6(c)(ii), the obligations of the parties under this Agreement will survive
     the termination of any Transaction.

(d)  REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
     powers, remedies and privileges provided in this Agreement are cumulative
     and are not exclusive of any rights, powers, remedies and privileges
     provided by law.

(e)  COUNTERPARTS AND CONFIRMATIONS.

     (i)  This Agreement (and each amendment, modification and waiver in respect
          of it) may be executed and delivered in counterparts (including by
          facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
          Transaction from the moment they agree to those terms (whether orally
          or otherwise). A Confirmation shall be entered into as soon as
          practicable and may be executed and delivered in counterparts
          (including by facsimile transmission) or be created by an exchange of
          telexes or by an exchange of electronic messages on an electronic
          messaging system, which in each case will be sufficient for all
          purposes to evidence a binding supplement to this Agreement. The
          parties will specify therein or through another effective means that
          any such counterpart, telex or electronic message constitutes a
          Confirmation.

(f)  NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
     privilege in respect of this Agreement will not be presumed to operate as a
     waiver, and a single or partial exercise of any right, power or privilege
     will not be presumed to preclude any subsequent or further exercise, of
     that right, power or privilege or the exercise of any other right, power or
     privilege.

(g)  HEADINGS. The headings used in this Agreement are for convenience of
     reference only and are not to affect the construction of or to be taken
     into consideration in interpreting this Agreement.

10.  OFFICES; MULTIBRANCH PARTIES

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
     enters into a Transaction through an Office other than its head or home
     office represents to the other party that, notwithstanding the place of
     booking office or jurisdiction of incorporation or organisation of such
     party, the obligations of such party are the same as if it had entered into
     the Transaction through its head or home office. This representation will
     be deemed to be repeated by such party on each date on which a Transaction
     is entered into.

(b)  Neither party may change the Office through which it makes and receives
     payments or deliveries for the purpose of a Transaction without the prior
     written consent of the other party.

                                       18
<PAGE>

(c)  If a party is specified as a Multibranch Party in the Schedule, such
     Multibranch Party may make and receive payments or deliveries under any
     Transaction through any Office listed in the Schedule, and the Office
     through which it makes and receives payments or deliveries with respect to
     a Transaction will be specified in the relevant Confirmation.

11.  EXPENSES

     A Defaulting Party will, on demand, indemnify and hold harmless the other
     party from and against all reasonable out-of-pocket expenses, including
     legal fees and Stamp Tax, incurred by such other party by reason of the
     enforcement and protection of its rights under this Agreement or any Credit
     Support Document to which the Defaulting Party is a party or by reason of
     the early termination of any Transaction, including, but not limited to,
     costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
         Agreement may be given in any manner set forth below (except that a
         notice or other communication under Section 5 or 6 may not be given by
         facsimile transmission or electronic messaging system) to the address
         or number or in accordance with the electronic messaging system details
         provided (see the Schedule) and will be deemed effective as indicated:-

          (i)  if in writing and delivered in person or by courier, on the date
               it is delivered;

          (ii) if sent by telex, on the date the recipient's answer back is
               received;

         (iii) if sent by facsimile transmission, on the date that transmission
               is received by a responsible employee of the recipient in legible
               form (it being agreed that the burden of proving receipt will be
               on the sender and will not be met by a transmission report
               generated by the sender's facsimile machine);

          (iv) if sent by certified or registered mail (airmail, if overseas) or
               the equivalent (return receipt requested), on the date that mail
               is delivered or its delivery is attempted; or

          (v)  if sent by electronic messaging system, on the date that
               electronic message is received,

          unless the date of that delivery (or attempted delivery) or that
          receipt, as applicable, is not a Local Business Day or that
          communication is delivered (or attempted) or received, as applicable,
          after the close of business on a Local Business Day, in which case
          that communication shall be deemed given and effective on the first
          following day that is a Local Business Day.

                                       19
<PAGE>

(b)  CHANGE OF ADDRESSES. Either party may by notice to the other change the
     address, telex or facsimile number or electronic messaging system details
     at which notices or other communications are to be given to it.

13.  GOVERNING LAW AND JURISDICTION

(a)  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the law specified in the Schedule.

(b)  JURISDICTION. With respect to any suit, action or proceedings relating to
     this Agreement ("PROCEEDINGS"), each party irrevocably:-

     (i)  submits to the jurisdiction of the English courts, if this Agreement
          is expressed to be governed by English law, or to the non-exclusive
          jurisdiction of the courts of the State Of New York and the United
          States District Court located in the Borough of Manhattan in New York
          City if this agreement is expressed to be governed by the laws of the
          State of New York; and

     (ii) waives any objection which it may have at any time to the laying of
          venue of any Proceedings brought in any such court, waives any claim
          that such Proceedings have been brought in an inconvenient forum and
          further waives the right to object, with respect to such Proceedings,
          that such court does not have any jurisdiction over such party.

     Nothing in this Agreement precludes either party from bringing Proceedings
     in any other jurisdiction (outside , if this Agreement is expressed to be
     governed by English law, the Contracting States, as defined in Section 1(3)
     of the Civil Jurisdiction and Judgments Act 1982 or any modification,
     extension or re-enactment thereof for the time being in force) nor will the
     bringing of Proceedings in any one or more jurisdictions preclude the
     bringing of Proceedings in any other jurisdiction.

(c)  SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
     any) specified opposite its name in the Schedule to receive, for it and on
     its behalf, service of process in any Proceedings. If for any reason any
     party's Process Agent is unable to act as such, such party will promptly
     notify the other party and within 30 days appoint a substitute process
     agent acceptable to the other party. The parties irrevocably consent to
     service of process given in the manner provided for notices in Section 12.
     Nothing in this Agreement will affect the right of either party to serve
     process in any other manner permitted by law.

(d)  WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
     permitted by applicable law, with respect to itself and its revenues and
     assets (irrespective of their use or intended use), all immunity on the
     grounds of sovereignty or other similar grounds from:

     (i)  suit,

     (ii) jurisdiction of any court,

                                       20
<PAGE>

    (iii) relief by way of injunction, order for specific performance or for
          recovery of property attachment of its assets (whether before or
          after judgment), and

     (iv) execution or enforcement of any judgment to which it or its revenues
          or assets might otherwise be entitled in any Proceedings in the courts
          of any jurisdiction and irrevocably agrees, to the extent permitted by
          applicable law, that it will not claim any such immunity in any
          Proceedings.

14.  DEFINITIONS

     As used in this Agreement:-

     "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

     "AFFECTED PARTY" has the meaning specified in Section 5(b).

     "AFFECTED TRANSACTIONS" means:

     (a)  with respect to any Termination Event consisting of an Illegality, Tax
          Event or Tax Event Upon Merger, all Transactions affected by the
          occurrence of such Termination Event; and

     (b)  with respect to any other Termination Event, all Transactions.

     "AFFILIATE" means, subject to the Schedule, in relation to any person, any
     entity controlled, directly or indirectly, by the person, any entity that
     controls, directly or indirectly, the person or any entity directly or
     indirectly under common control with the person. For this purpose,
     "control" of any entity or person means ownership of a majority of the
     voting power of the entity or person.

     "APPLICABLE RATE" means:

     (a)  in respect of obligations payable or deliverable (or which would have
          been but for Section 2(a)(iii)) by a Defaulting Party, the Default
          Rate;

     (b)  in respect of an obligation to pay an amount under Section 6(e) of
          either party from and after the date (determined in accordance with
          Section 6(d)(ii)) on which that amount is payable, the Default Rate;

     (c)  in respect of all other obligations payable or deliverable (or which
          would have been but for Section 2(a)(iii)) by a Non-defaulting Party,
          the Non-default Rate; and

     (d)  in all other cases, the Termination Rate.

     "BURDENED PARTY" has the meaning specified in Section 5(b).

     "CHANGE IN TAX LAW" means the enactment, promulgation, execution or
     ratification of, or any change in or amendment to, any law (or in the
     application or official



                                       21
<PAGE>

     interpretation of any law) that occurs on or after the date on which the
     relevant Transaction is entered into.

     "CONSENT" includes a consent, approval, action, authorisation, exemption,
     notice, filing, registration or exchange control consent.

     "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

     "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is
     specified as such in this Agreement.

     "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

     "DEFAULT RATE" means a rate per annum equal to the costs (without proof or
     evidence of any actual cost) to the relevant payee (as certified by it) if
     it were to fund or of funding the relevant amount plus 1 % per annum.

     "DEFAULTING PARTY" has the meaning specified in Section 6(a).

     "EARLY TERMINATION DATE" means the date determined in accordance with
     Section 6(a) or 6(b)(iv).

     "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
     applicable, in the Schedule.

     "ILLEGALITY" has the meaning specified in Section 5(b).

     "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be
     imposed in respect of a payment under this Agreement but for a present or
     former connection between the jurisdictions of the government or taxation
     authority imposing such Tax and the recipient of such payment or a person
     related to such recipient (including, without limitation, a connection
     arising from such recipient or related person being or having been a
     citizen or resident of such jurisdiction, or being or having been
     organised, present or engaged in a trade or business in such jurisdiction,
     or having had a permanent establishment or fixed place of business in such
     jurisdiction, but excluding a connection arising solely from such recipient
     or related person having executed, delivered, performed its obligations or
     received a payment under, or enforced, this Agreement or a Credit Support
     Document).

     "LAW" includes any treaty, law, rule or regulation (as modified, in the
     case of tax matters, by the practice of any relevant governmental revenue
     authority) and "lawful" and "unlawful" will be construed accordingly.

     "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which
     commercial banks are open for business (including dealings in foreign
     exchange and foreign currency deposits):

     (a)  in relation to any obligation under Section 2(a)(i), in the place(s)
          specified in the relevant Confirmation or, if not so specified, as
          otherwise agreed by the



                                       22
<PAGE>

          parties in writing or determined pursuant to provisions contained, or
          incorporated by reference, in this Agreement,

     (b)  in relation to any other payment, in the place where the relevant
          account is located and, if different, in the principal financial
          centre, if any, of the currency of such payment,

     (c)  in relation to any notice or other communication, including notice
          contemplated under Section 5(a)(i), in the city specified in the
          address for notice provided by the recipient and, in the case of a
          notice contemplated by Section 2(b), in the place where the relevant
          new account is to be located and (d) in relation to section
          5(a)(v)(2), in the relevant locations for performance with respect to
          such Specified Transaction.

     "LOSS" means, with respect to this Agreement or one or more Terminated
     Transactions, as the case may be, and a party, the Termination Currency
     Equivalent of an amount that party reasonably determines in good faith to
     be its total losses and costs (or gain, in which case expressed as a
     negative number) in connection with this Agreement or that Terminated
     Transaction or group of Terminated Transactions, as the case may be,
     including any loss of bargain, cost of funding or, at the election of such
     party but without duplication, loss or cost incurred as a result of its
     terminating, liquidating, obtaining or re-establishing any hedge or related
     trading position (or any gain resulting from any of them). Loss includes
     losses and costs (or gains) in respect of any payment or delivery required
     to have been made (assuming satisfaction of each applicable condition
     precedent) on or before the relevant Early Termination Date and not made,
     except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
     6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
     out-of-pocket expenses referred to under Section 11. A party will determine
     its Loss as of the relevant Early Termination Date, or, if that is not
     reasonably practicable, as of the earliest date thereafter as is reasonably
     practicable. A party may (but need not) determine its Loss by reference to
     quotations of relevant rates or prices from one or more leading dealers in
     the relevant markets.

     "MARKET QUOTATION" means, with respect to one or more Terminated
     Transactions and a party making the determination, an amount determined on
     the basis of quotations from Reference Market-makers. Each quotation will
     be for an amount, if any, that would be paid to such party (expressed as a
     negative number) or by such party (expressed as a positive number) in
     consideration of an agreement between such party (taking into account any
     existing Credit Support Document with respect to the obligations of such
     party) and the quoting Reference Market-maker to enter into a transaction
     (the "Replacement Transaction") that would have the effect of preserving
     for such party the economic equivalent of any payment or delivery (whether
     the underlying obligation was absolute or contingent and assuming the
     satisfaction of each applicable condition precedent) by the parties under
     Section 2(a)(i) in respect of such Terminated Transaction or group of
     Terminated Transactions that would, but for the occurrence of the relevant
     Early Termination Date, have been required after that date. For this
     purpose, Unpaid Amounts in respect of the Terminated Transaction or group
     of Terminated Transactions are to be excluded but, without limitation, any
     payment or delivery that would, but for the relevant Early Termination
     Date, have



                                       23
<PAGE>

     been required (assuming satisfaction of each applicable condition
     precedent) after that Early Termination Date is to be included. The
     Replacement Transaction would be subject to such documentation as such
     party and the Reference Market-maker may, in good faith, agree. The party
     making the determination (or its agent) will request each Reference
     Market-maker to provide its quotation to the extent as reasonably
     practicable after the relevant Early Termination Date. The day and time as
     of which those quotations are to be obtained will be selected in good faith
     by the party obliged to make a determination under Section 6(e), and, if
     each party is so obliged, after consultation with the other. If more than
     three quotations are provided, the Market Quotation will be the arithmetic
     mean of the quotations, without regard to the quotations having the highest
     and lowest values. If exactly three quotations are provided, the Market
     Quotation will be the quotation remaining after disregarding the highest
     and lowest quotations. For this purpose, if more than one quotation has the
     same highest value or lowest value, then one of such quotations shall be
     disregarded. if fewer than three quotations are provided, it will be deemed
     that the Market Quotation in respect of such Terminated Transaction or
     group of Terminated Transactions cannot be determined.

     "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof
     or evidence of any actual costs) to the Non-defaulting Party (as certified
     by it) if it were to fund the relevant amount.

     "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

     "OFFICE" means a branch or office of a party, which may be such party's
     head or home office.

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

     "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
     selected by the party determining a Market Quotation in good faith:

     (a)  from among dealers of the highest credit standing which satisfy all
          the criteria that such party applies generally at the time in deciding
          whether to offer or to make an extension of credit; and

     (b)  to the extent practicable, from among such dealers having an office in
          the same city.

     "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions:

     (a)  in which the party is incorporated, organised, managed and controlled
          or considered to have its seat,

     (b)  where an Office through which the party is acting for purposes of this
          Agreement is located,

     (c)  in which the party executes this Agreement, and

                                       24
<PAGE>

     (d)  in relation to any payment, from or through which such payment is
          made.

     "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to
     be made under Section 2(a)(i) with respect to a Transaction.

     "SET-OFF" means set-off, offset, combination of accounts, right of
     retention or withholding or similar right or requirement to which the payer
     of an amount under Section 6 is entitled or subject (whether arising under
     this Agreement, another contract, applicable law or otherwise) that is
     exercised by, or imposed on, such payer.

     'SETTLEMENT AMOUNT' means, with respect to a party and any Early
     Termination Date, the sum of:-

     (a)  the Termination Currency Equivalent of the Market Quotations (whether
          positive or negative) for each Terminated Transaction or group of
          Terminated Transactions for which a Market Quotation is determined;
          and

     (b)  such party's Loss (whether positive or negative and without reference
          to any Unpaid Amounts) for each Terminated Transaction or group of
          Terminated Transactions for which a Market Quotation cannot be
          determined or would not (in the reasonable belief of the party making
          the determination) produce a commercially reasonable result.

     "SPECIFIED ENTITY" has the meaning specified in the Schedule.

     "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
     (whether present or future, contingent or otherwise, as principal or surety
     or otherwise) in respect of borrowed money.

     "SPECIFIED TRANSACTION" means, subject to the Schedule,

     (a)  any transaction (including an agreement with respect thereto) now
          existing or hereafter entered into between one party to this Agreement
          (or any Credit Support Provider of such party or any applicable
          Specified Entity of such party) and the other party to this Agreement
          (or any Credit Support Provider of such other party or any applicable
          Specified Entity of such other party) which is a rate swap
          transaction, basis swap, forward rate transaction, commodity swap,
          commodity option, equity or equity index swap, equity or equity index
          option, bond option, interest rate option, foreign exchange
          transaction, cap transaction, floor transaction, collar transaction,
          currency swap transaction, cross-currency rate swap transaction,
          currency option or any other similar transaction (including any option
          with respect to any of these transactions),

     (b)  any combination of these transactions, and

     (c)  any other transaction identified as a Specified Transaction in this
          Agreement or the relevant confirmation.

     "STAMP TAX"' means any stamp, registration, documentation or similar tax.

                                       25
<PAGE>

     "TAX" means any present or future tax, levy, impost, duty, charge,
     assessment or fee of any nature (including interest, penalties and
     additions thereto) that is imposed by any government or other taxing
     authority in respect of any payment under this Agreement other than a
     stamp, registration, documentation or similar tax.

     "TAX EVENT" has the meaning specified in Section 5(b).

     "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

     "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date:

     (a)  if resulting from a Termination Event, all Affected Transactions; and

     (b)  if resulting from an Event of Default, all Transactions (in either
          case) in effect immediately before the effectiveness of the notice
          designating that Early Termination Date (or, if "Automatic Early
          Termination" applies, immediately before that Early Termination Date).

     "TERMINATION CURRENCY" has the meaning specified in the Schedule.

     "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount
     denominated in the Termination Currency, such Termination Currency amount
     and, in respect of any amount denominated in a currency other that the
     Termination Currency (the "OTHER CURRENCY"), the amount in the Termination
     Currency determined by the party making the relevant determination as being
     required to purchase such amount of such Other Currency as at the relevant
     Early Termination Date, or, if the relevant Market Quotation or Loss (as
     the case may be), is determined as of a later date, that later date, with
     the Termination Currency at the rate equal to the spot exchange rate of the
     foreign exchange agent (selected as provided below) for the purchase of
     such Other Currency with the Termination Currency at or about 11:00 a.m.
     (in the city in which such foreign exchange agent is located) on such date
     as would be customary for the determination of such a rate for the purchase
     of such Other Currency for value on the relevant Early Termination Date or
     that later date. The foreign exchange agent will, if only one party is
     obliged to make a determination under Section 6(e), be selected in good
     faith by that party and otherwise will be agreed by the parties.

     "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon
     Merger or, if specified to be applicable, a Credit Event Upon Merger or an
     Additional Termination Event.

     "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of
     the cost (without proof or evidence of any actual cost) to each party (as
     certified by such party) if it were to fund or of funding such amounts.

     "UNPAID AMOUNTS" owing to any party means, with respect to an Early
     Termination Date, the aggregate of:

                                       26
<PAGE>

     (a)  in respect of all Terminated Transactions, the amounts that became
          payable (or that would have become payable but for Section 2(a)(iii))
          to such party under Section 2(a)(i) on or prior to such Early
          Termination Date and which remain unpaid as at such Early Termination
          Date; and

     (b)  in respect of each Terminated Transaction, for each obligation under
          Section 2(a)(i) which was (or would have been but for Section
          2(a)(iii)) required to be settled by delivery to such party on or
          prior to such Early Termination Date and which has not been so settled
          as at such Early Termination Date, an amount equal to the fair market
          value of that which was (or would have been) required to be delivered
          as of the originally scheduled date for delivery, in each case
          together with (to the extent permitted under applicable law) interest,
          in the currency of such amounts, from (and including) the date such
          amounts or obligations were or would have been required to have been
          paid or performed to (but excluding) such Early Termination Date, at
          the Applicable Rate. Such amounts of interest will be calculated on
          the basis of daily compounding and the actual number of days elapsed.
          The fair market value of any obligation referred to in clause (6)
          above shall be reasonably determined by the party obliged to make the
          determination under Section 6(e) or, if each party is so obliged, it
          shall be the average of the Termination Currency Equivalents of the
          fair market values reasonably determined by both parties.





                                       27
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


<TABLE>
<CAPTION>
<S>                                                       <C>
Macquarie Securitisation Limited, ABN 16 003 297 336           Deutsche Bank AG New York Branch
                                                                         ("Party A")


____________________________________________________           ___________________________________________
         (Name of Party)                                                (Name of Party)


By:                                                           By:
Name:                                                         Name:
Title:                                                        Title:
Date                                                          Date:



Perpetual Trustees Australia Limited, ABN 86 000 431 827
         ("Party B")



___________________________________________
         (Name of Party)

By:
Name:
Title:
Date
</TABLE>


                                       28
<PAGE>



                                                          DRAFT:  24 AUGUST 2001
--------------------------------------------------------------------------------

















MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager

DEUTSCHE BANK AG, NEW YORK BRANCH
Party A

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Party B





ISDA MASTER AGREEMENT
CURRENCY SWAP AGREEMENT
THE PUMA FUND








          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                  OUR REF - 801/1537356 CONTACT - NINIAN LEWIS


            SYDNEY o MELBOURNE o BRISBANE o PERTH o CANBERRA o DARWIN

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




<PAGE>

                                    SCHEDULE

                                     TO THE

                                MASTER AGREEMENT

                         DATED AS OF        2001 BETWEEN

                        MACQUARIE SECURITISATION LIMITED
                               ABN 16 003 297 336
                                   ("MANAGER")

                                       AND

                        DEUTSCHE BANK AG, NEW YORK BRANCH
                                   ("PARTY A")

                                       AND

                      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                               ABN 86 000 431 827
                       AS TRUSTEE OF THE VARIOUS SUB-FUNDS
               FROM TIME TO TIME ESTABLISHED UNDER THE TRUST DEED
                                   ("PARTY B")

PART 1.     TERMINATION PROVISIONS.

In this Agreement:

(a)   "SPECIFIED ENTITY" does not apply in relation to Party A or Party B.

(b)   The definition of "SPECIFIED TRANSACTION" is not applicable.

(c)   (i)    The following provisions of Section 5 will not apply to Party A:

             Section 5(a)(ii)        Section 5(a)(v)
             Section 5(a)(iii)       Section 5(a)(vi)
             Section 5(a)(iv)        Section 5(b)(iv)

      (ii)   The following provisions of Section 5 will not apply to Party B:

             Section 5(a)(ii)        Section 5(a)(v)          Section 5(b)(iv)
             Section 5(a)(iii)       Section 5(a)(vi)
             Section 5(a)(iv)

      (iii)  Section 5(b)(ii) will apply to Party A as the Affected
             Party but is subject to Parts 5(6)(b) and 5(7)(d) of
             this Schedule. Section 5(b)(iii) will not apply to Party
             A as the Burdened Party.

(d)   The "AUTOMATIC EARLY TERMINATION" provisions in Section 6(a) will not
      apply to Party A or Party B.

(e)   PAYMENTS ON EARLY TERMINATION.  For the purposes of Section 6(e) of this
      Agreement:

      (i)         Market Quotation will apply; and

      (ii)        the Second Method will apply.

                                                                               1
<PAGE>

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

(g)      "ADDITIONAL TERMINATION EVENT" applies. The following is an Additional
         Termination Event in respect of the Transactions of a Sub-Fund in
         relation to which both Party A and Party B are Affected Parties:

         "An Event of Default, as defined in the Security Trust Deed in relation
         to the Sub-Fund, occurs and the Security Trustee shall have been
         directed in accordance with and subject to the Security Trust Deed to
         declare, or has declared, the Relevant Notes in relation to the
         Transaction immediately due and payable in accordance with the Security
         Trust Deed."

PART 2.  TAX REPRESENTATIONS

(a)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
         Agreement, Party A and Party B each make the following representation:

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

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

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

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

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

(b)      PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
         Agreement:

         Party A makes the following representation:

         Each payment received or to be received by it under each Transaction
         will be effectively connected with its conduct of a trade or business
         in the United States.

         Party B makes the following representations:

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

PART 3.  AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:

                                                                               2
<PAGE>

(a)      TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:


<TABLE>
<CAPTION>
<S>                                    <C>                                        <C>
PARTY REQUIRED TO DELIVER              FORM/DOCUMENT/CERTIFICATE                    DATE BY WHICH TO BE DELIVERED
DOCUMENT

Party A and Party B                    Any document or certificate reasonably       As soon as reasonably
                                       required or reasonably requested by a        practicable following a
                                       party in connection with its                 request by a party.
                                       obligations to make a payment under
                                       this Agreement which would enable that
                                       party to make the payment free from
                                       any deduction or withholding for or on
                                       account of Tax or which would reduce
                                       the rate at which deduction or
                                       withholding for or on account of Tax
                                       is applied to that payment (including,
                                       without limitation, any United States
                                       Form W-8BEN or other relevant United
                                       States tax form).

(b)      OTHER DOCUMENTS TO BE DELIVERED ARE:


PARTY REQUIRED TO DELIVER              FORM/DOCUMENT/CERTIFICATE                    DATE BY WHICH TO BE DELIVERED
DOCUMENT

Party A, Party B and the Manager       A certificate specifying the names,          On the execution of this
                                       title and specimen signatures of the         Agreement and each
                                       persons authorised to execute this           Confirmation, unless that
                                       Agreement and each Confirmation or           certificate has already been
                                       other communication in writing made          supplied and remains true and
                                       pursuant to this Agreement on its            in effect, and when the
                                       behalf.                                      certificate is updated.


Party A, Party B and the               A legal opinion as to the validity           On or prior to the Trade
Manager                                and enforceability of its obligations        Date of the first occurring
                                       under this Agreement in form and             Transaction.
                                       substance (and issued by legal
                                       counsel) reasonably acceptable to
                                       each other party.

Party B                                A certified copy to Party A of the           Not less than 5 Business
                                       Trust Deed and a certified copy to           Days (or such lesser period
                                       Party A of any document that                 as Party A agrees to) before
                                       amends in any way the terms of the           the Trade Date of the first
                                       Trust Deed.                                  occuring Transaction and in
                                                                                    the case of any amending
                                                                                    documents entered into
                                                                                    subsequent to that date,
                                                                                    promptly after each
                                                                                    amending document (if any)
                                                                                    has been entered into.

Party B                                A certified copy to Party A of each          Not less than 5 Business
                                       Sub-Fund Notice and Security                 Days (or such lesser period
                                       Trust Deed in relation to a                  as Party A agrees to) before
                                       A certified copy to Party A of each          Not less than 5 Business Days
                                       Sub-Fund Notice and Security Trust Deed      (or such lesser period as
                                       in relation to a                             Party A agrees to) before
</TABLE>


                                                                               3
<PAGE>

<TABLE>
<CAPTION>
<S>                                    <C>                                        <C>

                                       Sub-Fund and each other Transaction          the Trade Date of the first
                                       Document in relation to a Sub-Fund as is     occurring Transaction entered
                                       reasonably requested by Party A and          into by Party B as trustee of
                                       (without limiting any obligation Party B     the Sub-Fund and in the case
                                       may have to notify Party A of amendments     of any amending documents
                                       thereto) a certified copy to Party A of      entered into subsequent to
                                       any document that amends in any way the      that date, promptly after each
                                       terms of that Sub-Fund Notice or Security    amending document (if any) has
                                       Trust Deed or the terms of any such          been entered into.
                                       Transaction Document.

Party B                                A certified copy to Party A of the            Not less than 5 Business Days
                                       terms and conditions of the Relevant          (or such lesser period as
                                       Notes in relation to each Transaction         Party A agrees to) before the
                                       and (without limiting any obligation          Trade Date of that Transaction
                                       Party B may have to notify Party A of         and in the case of any
                                       amendments thereto) a certified copy to       amending documents entered
                                       Party A of any document that amends in        into subsequent to that date,
                                       any way those terms and conditions.           promptly after each amending
                                                                                     document (if any) has been
                                                                                     entered into.

Party A                                A certified copy to Party B and the           Not less than 5 Business Days
                                       Manager of each Credit Support Document       (or such lesser period as
                                       (if any) specified in respect of Party        Party B and the Manager agree
                                       A and (without limiting any obligation        to) before the Trade Date of
                                       Party A may have under the terms of           the first occurring
                                       that Credit Support Document to notify        Transaction and in the case of
                                       Party B or the Manager of amendments          any amending documents entered
                                       thereto) a certified copy to Party B          into subsequent to that date,
                                       and the Manager of any document that          promptly after each amending
                                       amends in any way the terms of that           document (if any) has been
                                       Credit Support Document.                      entered into.

</TABLE>

Other than the legal opinions referred to in this Part 3(b), all documents
delivered under this Part 3(b) are covered by the Section 3(d) representation.
For the purposes of this Part 3(b), a copy of a document is taken to be
certified if a director or secretary of the party providing the document, or a
person authorised to execute this Agreement or a Confirmation on behalf of that
party or a solicitor acting for that party, has certified it to be a true and
complete copy of the document of which it purports to be a copy.

PART 4.     MISCELLANEOUS

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

            Address for notices or communications to PARTY A:

            Address:                Level 17, 31 West 42nd Street
                                    New York
                                    NY 10019, USA

            Attention:              Paul Vambutas


                                                                               4
<PAGE>
            Facsimile No:           +1 212 469 7210

            with a copy to:

            Address:                Level 18, 225 George Street
                                    Sydney NSW 2000

            Attention:              Colin Keays

            Facsimile No.:          +612 9258 3632

            Address for notices or communications to PARTY B:

            Address:                Perpetual Trustees Australia Limited
                                    Level 3
                                    39 Hunter Street
                                    Sydney  NSW  2000
                                    AUSTRALIA

            Attention:              Manager, Securitisation Services

            Facsimile No.:          + 612 9221 7870

            Additionally, a copy of all notices as well as any changes to Party
            A's address, telephone number or facsimile number must be sent to:

            Address:                Macquarie Securitisation Limited
                                    Level 22
                                    20 Bond Street
                                    Sydney  NSW  2000
                                    AUSTRALIA

            Attention:              The Manager: PUMA Programme

            Facsimile No.:          + 612 8232 4755

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

            Party A appoints as its Process Agent:   Deutsche Bank AG,
                                                     Sydney Branch
                                                     Level 18, 225 George Street
                                                     Sydney NSW 2000.

            Party B appoints as its Process Agent:   not applicable.

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

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

            Party A is not a Multibranch Party.

            Party B is not a Multibranch Party.

(e)         CALCULATION AGENT.

            The Calculation Agent in relation to each Transaction is:

            (i)       in respect of all notices, determinations and calculations
                      in respect of amounts A denominated in US$,Party A; and

            (ii)      in respect of all other notices, determinations and
                      calculations, the Manager.





                                                                               5
<PAGE>

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

         (i)      In relation to Party A: Nil

         (ii)     In relation to Party B: in relation to the Transactions of a
                  Sub-Fund, the Security Trust Deed in relation to that
                  Sub-Fund.

(g)      CREDIT SUPPORT PROVIDER.

         (i)      In relation to Party A: Nil

         (ii)     In relation to Party B: Nil

(h)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws in force in New South Wales and Section
         13(b)(i) is deleted and replaced by the following:

         "(i)     submits to the non-exclusive jurisdiction of the courts of New
                  South Wales and courts of appeal from them; and"

(i)      NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
         Agreement will apply in respect of all Transactions.

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

PART 5.  OTHER PROVISIONS

(1)      PAYMENTS: In Section 2:

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

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

         (b)      In Section 2(a)(ii) the first sentence is deleted and replaced
                  with the following sentence:

                  "Unless specified otherwise in this Agreement, payments under
                  this Agreement by:

                  (i)      Party A, will be made by [12.00 noon] (New York
                           time); and

                  (ii)     Party B, will be made by 4.00pm (Sydney time),

                  on the due date for value on that date in the place of the
                  account specified in the relevant Confirmation or otherwise
                  pursuant to this Agreement, in freely transferable funds, free
                  of any set-off, counterclaim, deduction or withholding (except
                  as expressly provided in this Agreement) and in the manner
                  customary for payment in the required currency."

         (c)      Insert a new paragraph (iv) in Section 2(a) immediately after
                  Section 2(a)(iii) as follows:

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

                                                                               6
<PAGE>

         (d)      Insert a new paragraph (v) in Section 2(a) immediately after
                  Section 2(a)(iv) as follows:

                  "(v)     Where payments are due pursuant to Section 2(a)(i) by
                           Party A to Party B (the "PARTY A PAYMENT") and by
                           Party B to Party A (the "PARTY B PAYMENT") on the
                           same day, then Party A's obligation to make the Party
                           A Payment will be subject to the condition precedent
                           (which will be an "applicable condition precedent"
                           for the purpose of Section 2(a)(iii)(3)) that Party A
                           first receives either:

                           (1)      the Party B Payment; or

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

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

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

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

         (i)      the Initial Exchange Amount in respect of each Transaction due
                  from Party A to Party B in respect of the Initial Exchange
                  Date of that Transaction by paying that amount direct to the
                  account notified in writing by Party B to Party A for that
                  purpose; and

         (ii)     any other amount due from Party A to Party B under that
                  Transaction by paying that amount direct to the Relevant
                  Principal Paying Agent in relation to that Transaction to the
                  account outside of Australia notified in writing by the
                  Relevant Principal Paying Agent to Party A for that purpose.
                  On payment of any such amount by Party A to the Relevant
                  Principal Paying Agent, Party A's obligation will be fully
                  discharged in respect of that payment. Party A is entitled to
                  rely on any such notice and is not obliged to enquire into the
                  authority of the Relevant Principal Paying Agent to give such
                  notice.

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

         (i)      any amount denominated in A$ due from Party B to the account
                  in Australia notified in writing by Party A to Party B from
                  time to time; and

         (ii)     any amount denominated in US$ due from Party B to the account
                  notified in writing by Party A to Party B from time to time.

(4)      REPRESENTATIONS: In Section 3:

         (a)      Section 3(a)(v) is amended by inserting immediately after the
                  words "creditors' rights generally" the following:

                        "(including in the case of a party being an ADI (as that
                        term is defined in the Reserve Bank Act, 1959 (Cth)),
                        section 13A(3) of the Banking Act, 1959 (Cth) or any
                        other analogous provision under any law applicable to a
                        party.";

         (b)      after "Section 3(f)" in line 2 of Section 3 insert "3(g),
                  3(h), 3(i) and 3(j)";

                                       7
<PAGE>

         (c)      insert the following new paragraphs (g), (h), (i) and (j) in
                  Section 3 immediately after Section 3(f):

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

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

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

                           (iii)    STATUS OF PARTIES. No other party is acting
                                    as a fiduciary or an adviser to it in
                                    respect of that Transaction.

                  (h)      SUB-FUND. By Party B, in respect of Party B only, in
                           its capacity as trustee of the relevant Sub-Fund in
                           respect of each Transaction:

                           (i)      SUB-FUND VALIDLY CREATED. The Sub-Fund has
                                    been validly created and is in existence at
                                    the date of this Agreement.

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

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

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

                           (v)      GOOD TITLE. It is the lawful owner of the
                                    assets of the Sub-Fund and has power under
                                    the Trust Deed to mortgage or charge them in
                                    the manner provided in the Security Trust
                                    Deed in relation to the Sub-Fund and,
                                    subject only to that Security Trust Deed and
                                    any Security Interest permitted under that
                                    Security Trust Deed, those assets are free
                                    of all other



                                                                               8
<PAGE>

                                    Security Interests (except for Party B's
                                    right of indemnity out of the assets of the
                                    Sub-Fund).

                  (i)      NON-ASSIGNMENT. It has not assigned (whether
                           absolutely, in equity, by way of security or
                           otherwise), declared any trust over or given any
                           charge over any of its rights under this Agreement or
                           any Transaction except, in the case of Party B, for
                           the Security Interests created under a Security Trust
                           Deed.

                  (j)      CONTRACTING AS PRINCIPAL. Each Transaction is entered
                           into by that party as principal and not otherwise."

(5)      EVENT OF DEFAULT: In Section 5(a):

         (a)      FAILURE TO PAY OR DELIVER: delete paragraph (i) and replace it
                  with the following:

                  "(i)     FAILURE TO PAY OR DELIVER. Failure by the party to
                           make, when due, any payment under this Agreement or
                           delivery under Section 2(a)(i) or 2(e) required to be
                           made by it if such failure is not remedied at or
                           before 10.00am on the tenth day after notice of such
                           failure is given to the party;"

         (b)      CONSEQUENTIAL AMENDMENTS:

                  (i)      delete "or" at the end of Section 5(a)(vii); and

                  (ii)     replace the full stop at the end of Section
                           5(a)(viii) with "; or"; and

         (c)      DOWNGRADE OBLIGATIONS: insert the following new paragraph
                  (ix):

                  "(ix)    DOWNGRADE OBLIGATIONS. In respect of Party A only,
                           Party A fails to comply with Part 5(21) if such
                           failure is not remedied on or before the tenth
                           Business Day (or such later day as Party B and the
                           Manager may agree and which the Current Rating
                           Authorities confirm in writing will not result in a
                           reduction, qualification or withdrawal of the credit
                           ratings then assigned by them to the Relevant Notes
                           in relation to the Transactions) after notice of such
                           failure is given to Party A.".

(6)      TERMINATION EVENTS:

         (a)      ILLEGALITY: In respect of each Transaction, the parties agree
                  that the imposition by any Governmental Agency of an
                  Australian jurisdiction of any exchange controls, restrictions
                  or prohibitions which would otherwise constitute an Illegality
                  for the purposes of Sections 5(b)(i) or 5(c) will not be an
                  event which constitutes an Illegality for the purposes of
                  those Sections so that following the occurrence of such event:

                  (i)      neither Party A nor Party B will be entitled to
                           designate an Early Termination Date in respect of
                           that Transaction as a result of that event occurring;

                  (ii)     payment by Party B in accordance with Part 5(3) of
                           the Schedule will continue to constitute proper
                           performance of its payment obligations in respect of
                           that Transaction; and

                  (iii)    Party A's obligations in respect of that Transaction
                           or this Agreement will, to the extent permitted by
                           law, be unaffected by the occurrence of that event,

                                                                               9
<PAGE>

                           but nothing in this Part 5(6)(a) limits the rights of
                           Party A or Party B in relation to any other
                           Termination Event or Event of Default resulting from
                           such event including any rights of Party A or Party B
                           arising as a result of a failure by Party A or Party
                           B to make any payment in accordance with this
                           Agreement.

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

                  (i)      Subject to Section 6(b)(ii), Party A may designate an
                           Early Termination Date in respect of a Transaction if
                           it is an Affected Party following a Tax Event only if
                           the Relevant Note Trustee in relation to the
                           Transaction has notified the parties in writing that
                           it is satisfied that all amounts owing to the
                           Relevant Noteholders in respect of the Transaction
                           are capable of being paid in full on the date on
                           which the Relevant Notes in respect of the
                           Transaction are to be redeemed.

                  (ii)     If a Tax Event in respect of a Transaction occurs
                           where Party A is the Affected Party and Party A is
                           unable to transfer all its rights and obligations
                           under this Agreement in respect of the Transaction to
                           an Affiliate pursuant to Section 6(b)(ii), Party A
                           may, at its cost, transfer all its rights, powers and
                           privileges and all its unperformed and future
                           obligations under this Agreement in respect of the
                           Transaction to any person approved by the Manager
                           (which approval must not be unreasonably withheld)
                           provided that each Current Rating Authority in
                           relation to the Sub-Fund has confirmed in writing
                           that the transfer will not result in a reduction,
                           qualification or withdrawal of the credit ratings
                           then assigned by them to the Relevant Notes in
                           relation to the Transactions of that Sub-Fund.

(7)      TERMINATION:

         (a)      TERMINATION BY PARTY B: Party B must not designate an Early
                  Termination Date in relation to a Transaction without the
                  prior written consent of the Relevant Note Trustee in relation
                  to that Transaction.

         (b)      TERMINATION BY THE RELEVANT NOTE TRUSTEE: If while an Event of
                  Default or Termination Event that gives Party B the right to
                  designate an Early Termination Date in relation to a
                  Transaction is subsisting, Party B does not exercise its right
                  to terminate a Transaction, then the Relevant Note Trustee in
                  relation to that Transaction may designate an Early
                  Termination Date in relation to that Transaction as if it were
                  a party to this Agreement.

         (c)      CONSULTATION ON EARLY TERMINATION DATE: Each party may only
                  designate an Early Termination Date following prior
                  consultation with the other parties as to the timing of the
                  Early Termination Date.

         (d)      TRANSFERS TO AVOID TERMINATION:

                  Section 6(b)(ii) is amended as follows:

                  (i)      The following sentences are added at the end of the
                           second paragraph:

                           "However, if Party A is that other party it must, if
                           so requested by the Relevant Note Trustee in relation
                           to the Affected Transactions, use reasonable efforts
                           to make such a transfer to an Affiliate provided the
                           Current Rating Authorities have given prior written
                           confirmation to the Relevant Note Trustee that such a
                           transfer will not result in a reduction,
                           qualification or withdrawal of the credit ratings
                           then assigned by them to the Relevant Notes in
                           relation to the Affected Transactions. Party A will


                                                                              10
<PAGE>

                           not be required to incur a loss, excluding immaterial
                           incidental expenses, in connection with any such
                           transfer."

                  (ii)     The third paragraph is deleted and replaced with the
                           following:

                           "Any such transfer by a party under this Section
                           6(b)(ii) will be subject to and conditional upon the
                           prior written consent of the other party, which
                           consent will not be withheld:

                           (1)      where the other party is Party A, if Party
                                    A's policies in effect at such time would
                                    permit it to enter into transactions with
                                    the transferee on the terms proposed; or

                           (2)      where the other party is Party B, if the
                                    Current Rating Authorities have confirmed in
                                    writing that such transfer will not result
                                    in a reduction, qualification or withdrawal
                                    of the credit ratings then assigned by them
                                    to the Relevant Notes in relation to the
                                    Affected Transactions."

         (e)      DETERMINATION OF MARKET QUOTATION BY PARTY B: If Party B is
                  required to determine a Market Quotation in respect of a
                  Terminated Transaction pursuant to Section 6(e), Party B must
                  consult with Party A in relation to such determination prior
                  to making the determination and must provide to each Reference
                  Market-maker in relation to the Market Quotation such
                  information in relation to the Terminated Transaction,
                  provided by Party A to Party B, as Party A may reasonably
                  request.

         (f)      TERMINATION PAYMENTS BY PARTY B: Notwithstanding Section
                  6(d)(ii), any amount calculated as being due by Party B in
                  respect of any Early Termination Date in respect of a
                  Transaction under Section 6(e) will be payable (along with
                  interest on the outstanding amount from that Early Termination
                  Date to the date of payment in accordance with Section 6(e))
                  on the Payment Date in relation to that Transaction (as
                  specified in the relevant Confirmation) immediately following
                  the date that such amount would otherwise be payable under
                  Section 6(d)(ii) (or will be payable on that date if that date
                  is a Payment Date) except to the extent that such amount may
                  be satisfied from a distribution under the relevant Security
                  Trust Deed or the payment of an upfront premium in respect of
                  a Replacement Currency Swap in accordance with Part 5(17)(b).

(8)      NO SET-OFF: Section 6(e) is amended by deleting the last sentence of
         the first paragraph.

(9)      TRANSFER: Section 7 is replaced with:

                  "7.      ESSENTIAL TERM: TRANSFER

                  (a)      Neither the interests nor the obligations of either
                           party in or under this Agreement (including any
                           Transaction) are capable of being assigned or
                           transferred (whether at law, in equity or otherwise),
                           charged or the subject of any trust (other than the
                           relevant Sub-Fund or the trust and charge created
                           pursuant to the Credit Support Document in relation
                           to Party B) or other fiduciary obligation. Any action
                           by a party which purports to do any of these things
                           is void.

                  (b)      Nothing in this Section 7:

                           (i)      restricts a transfer by a party after the
                                    other parties have agreed to the variation
                                    of this Agreement to the extent necessary to
                                    permit such transfer;

                                                                              11
<PAGE>

                           (ii)     restricts a novation of the interests and
                                    obligations of a party in or under this
                                    Agreement (including any Transaction)
                                    including, but not limited to, for the
                                    purposes of giving effect to a transfer
                                    under Section 6(b)(ii), Part 5(6)(b)(ii) or
                                    Part 5(21)(b);

                           (iii)    restricts a transfer by a party of all or
                                    any part of its interest in any amount
                                    payable to it from a Defaulting Party under
                                    Section 6(e);

                           (iv)     restricts a transfer by Party B or the
                                    Manager to a new Trustee or new Manager,
                                    respectively, in accordance with the Trust
                                    Deed or Management Deed; or

                           (v)      restricts Party B from granting security
                                    over a Transaction or this Agreement
                                    pursuant to the Credit Support Document in
                                    relation to Party B.

                  (c)      Each party acknowledges that the other party enters
                           into this Agreement and each Transaction on the basis
                           that this Section 7 must be strictly observed and is
                           essential to the terms of this Agreement (including
                           each Transaction)."

(10)     FACSIMILE TRANSMISSION: In Section 12:

         (a)      delete the following words where they appear in lines 2 and 3
                  of Section 12(a):

                  "(except that a notice or other communication under Section 5
                  or Section 6 may not be given by facsimile transmission or
                  electronic messaging system)";

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

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

         (c)      insert a new paragraph (vi) in Section 12(a) immediately after
                  Section 12(a)(v) as follows:

                        "(vi)       if sent by ordinary mail, on the third (or
                                    the seventh, if posted by airmail) day after
                                    posting.".

(11)      DEFINITIONS

         In this Agreement, unless the contrary intention appears:

         (a)      TRUST DEED: subject to Part 5(11)(h), unless defined in this
                  Agreement words and phrases defined in the Trust Deed have the
                  same meaning in this Agreement;

         (b)      TRUSTEE CAPACITY:

                  (i)      a reference to Party B is a reference to Party B in
                           its capacity as trustee of the relevant Sub-Fund
                           only, and in no other capacity;



                                                                              12
<PAGE>

                  (ii)     a reference to the undertaking, assets, business or
                           money of Party B is a reference to the undertaking,
                           assets, business or money of Party B in the capacity
                           referred to in Part 5(11)(b)(i) only; and

                  (iii)    without limiting the foregoing, Section 5(a)(vii)
                           will only apply to Party B in its capacity as trustee
                           of the relevant Sub-Fund and:

                           (A)      reference in Section 5(a)(vii)(1) to Party B
                                    being dissolved is to the relevant Sub-Fund
                                    being dissolved;

                           (B)      Party B in its capacity as trustee of the
                                    relevant Sub-Fund is not insolvent or unable
                                    to pay its debts for the purposes of Section
                                    5(a)(vii)(2) to the extent that its
                                    obligation to make any payment is limited by
                                    Section 15 or any similar provision in a
                                    Transaction Document in relation to the
                                    Sub-Fund; and

                           (C)      the appointment of a new Trustee in relation
                                    to the Sub-Fund in accordance with the Trust
                                    Deed is not, of itself, an event to which
                                    Section 5(a)(vii) applies in relation to
                                    Party B.

         (c)      DEFINITIONS: in Section 14:

                  (i)      replace the definitions of "AFFECTED TRANSACTIONS",
                           "LOCAL BUSINESS DAY" with the following:

                           ""AFFECTED TRANSACTIONS" means, with respect to a
                           Termination Event, all Transactions."

                           ""LOCAL BUSINESS DAY" has the same meaning as given
                           to the term "BUSINESS DAY" in the Confirmation for
                           each Transaction (including by way of incorporation
                           by reference)."

                  (ii)     insert the following new definitions:

                           "CURRENT RATING AUTHORITY" in relation to the
                           Transactions of a Sub-Fund has the meaning given to
                           that term in relation to the Sub-Fund in the Trust
                           Deed.

                           "PRESCRIBED RATING PERIOD" in relation to a
                           Transaction means (unless otherwise specified in the
                           Confirmation in relation to the Transaction) in
                           relation to any credit ratings assigned to Party A by
                           a Current Rating Authority:

                           (a)      a period of 30 Business Days from the date
                                    of assignment of that credit rating where
                                    the credit ratings of Party A immediately
                                    after that assignment are less than the
                                    Prescribed Rating but greater than or equal
                                    to a short term credit rating of A-1 by S&P
                                    and long term credit ratings of A- by S&P,
                                    A3 by Moody's and A- by Fitch; and

                           (b)      a period of 5 Business Days from the date of
                                    assignment of that credit rating where the
                                    credit ratings of Party A immediately after
                                    that assignment are less than a short term
                                    credit rating of A-1 by S&P and long term
                                    credit ratings of A- by S&P, A3 by Moody's
                                    or A- by Fitch,

                           or, in either case, such greater period as is agreed
                           to in writing by each relevant Current Rating
                           Authority. If any one or more of S&P, Moody's or
                           Fitch is not a Current Rating Authority in relation
                           to the Transaction

                                                                              13
<PAGE>

                                    then the ratings of such a credit rating
                                    agency will not be relevant for the purposes
                                    of determining the Prescribed Rating Period.

                                    "PRESCRIBED RATING" in relation to a
                                    Transaction means (unless otherwise
                                    specified in the Confirmation in relation to
                                    the Transaction) either a short term credit
                                    rating of A-1+ by S&P or a long term credit
                                    rating of AA- by S&P (if S&P is a Current
                                    Rating Authority in relation to the
                                    Transaction) and long term credit ratings of
                                    AA- by Fitch (if Fitch is a Current Rating
                                    Authority in relation to the Transaction)
                                    and A2 by Moody's (if Moody's is a Current
                                    Rating Authority in relation to the
                                    Transaction).

                                    "RELEVANT NOTE TRUSTEE" in relation to a
                                    Transaction has the meaning given to that
                                    term in the Confirmation for that
                                    Transaction.

                                    "RELEVANT PRINCIPAL PAYING AGENT" in
                                    relation to a Transaction has the meaning
                                    given to that term in the Confirmation for
                                    that Transaction.

                                    "RELEVANT NOTES" in relation to a
                                    Transaction has the meaning given to that
                                    term in the Confirmation for that
                                    Transaction.

                                    "RELEVANT NOTEHOLDERS" in relation to a
                                    Transaction means the Noteholders in respect
                                    of the Relevant Notes in relation to that
                                    Transaction.

                                    "REPLACEMENT CURRENCY SWAP" has the meaning
                                    given to it in Part 5(17).

                                    "TRUST DEED" means the Deed of Trust dated
                                    13 July 1990 (as amended) made between the
                                    party named as the Founder in the First
                                    Schedule of that Deed and Party B, pursuant
                                    to which the trust funds, collectively known
                                    as the "PUMA Fund" are constituted.

         (d)      INTERPRETATION:

                  (i)      unless specified otherwise, references to time are
                           references to Sydney time;

                  (ii)     a reference to "WILFUL DEFAULT" in relation to Party
                           B means, subject to Part 5(11)(d)(iii) of this
                           Schedule, any wilful failure by Party B to comply
                           with, or wilful breach by Party B of, any of its
                           obligations under any Transaction Document in
                           relation to the relevant Sub-Fund, other than a
                           failure or breach which:

                           A.  (1)  arises as a result of a breach of such a
                                    Transaction Document by a person other than:

                                    (a)      Party B; or

                                    (b)      any other person referred to in
                                             Part 5(11)(d)(iii) of this
                                             Schedule; and

                               (2)  the performance of the action (the non-
                                    performance of which gave rise to such
                                    breach) is a precondition to Party B
                                    performing the said obligation;

                           B.       is in accordance with a lawful court order
                                    or direction or required by law; or

                                                                              14
<PAGE>

                           C.       is in accordance with any proper instruction
                                    or direction of:

                                    (1)      the Secured Creditors given at a
                                             meeting or deemed meeting of
                                             Secured Creditors convened pursuant
                                             to the Security Trust Deed in
                                             relation to the relevant Sub-Fund;
                                             or

                                    (2)      Noteholders in relation to Notes of
                                             the relevant Sub-Fund given at a
                                             meeting or deemed meeting convened
                                             under the Trust Deed or an Issuing
                                             Document;

                  (iii)    a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL
                           DEFAULT" of Party B means the fraud, negligence or
                           wilful default of Party B and of its officers,
                           employees, agents and any other person where Party B
                           is liable for the acts or omissions of such other
                           person under the terms of any Transaction Document in
                           relation to the relevant Sub-Fund;

                  (iv)     a reference to "neither party" will be construed as a
                           reference to "no party"; and

                  (v)      a reference to "other party" will be construed as a
                           reference to "other parties".

         (e)      ISDA DEFINITIONS: The 2000 ISDA Definitions and Annex to the
                  2000 ISDA Definitions (as published by the International Swaps
                  and Derivatives Association, Inc ("ISDA")) (the "2000 ISDA
                  DEFINITIONS") as at the date of this Agreement are
                  incorporated into this Agreement and each Confirmation.

         (f)      INCONSISTENCY: Subject to Part 5(11)(a), unless specified
                  otherwise, in the event of any inconsistency between any two
                  or more of the following documents in respect of a Transaction
                  they will take precedence over each other in the following
                  order in respect of that Transaction:

                  (i)      any Confirmation;

                  (ii)     this Schedule;

                  (iii)    the 2000 ISDA Definitions; and

                  (iv)     the printed form of the 1992 ISDA Master Agreement
                           which form part of this Agreement.

         (g)      SWAP TRANSACTION: Any reference to a:

                  (i)      "SWAP TRANSACTION" in the 2000 ISDA Definitions is
                           deemed to be a reference to a "TRANSACTION" for the
                           purpose of interpreting this Agreement or any
                           Confirmation; and

                  (ii)     "TRANSACTION" in this Agreement or any Confirmation
                           is deemed to be a reference to a "SWAP TRANSACTION"
                           for the purpose of interpreting the 1991 ISDA
                           Definitions.

         (h)      INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
                  PROVISIONS: Where in this Agreement a word or expression is
                  defined by reference to its meaning in another Transaction
                  Document or there is a reference to another Transaction
                  Document or to a provision of another Transaction Document,
                  any amendment to the meaning of that word or expression or to
                  that other Transaction Document or provision (as the case may
                  be) will be of no effect for the purposes of



                                                                              15
<PAGE>

                  this Agreement unless and until the amendment is consented to
                  by the parties to this Agreement.

(12)     LIMITATION OF LIABILITY: Insert the following Section 15, after
         Section 14:

         "15.     PARTY B'S LIMITATION OF LIABILITY

                  (a)      (LIMITATION ON PARTY B'S LIABILITY): Party B enters
                           into this Agreement only in its capacity as trustee
                           of each Sub-Fund and in no other capacity. A
                           liability incurred by Party B acting in its capacity
                           as trustee of a Sub-Fund arising under or in
                           connection with this Agreement is limited to and can
                           be enforced against Party B only to the extent to
                           which it can be satisfied out of the assets of the
                           Sub-Fund out of which Party B is actually indemnified
                           for the liability. This limitation of Party B
                           liability applies despite any other provision of this
                           Agreement (other than Section 15(c)) and extends to
                           all liabilities and obligations of Party B in any way
                           connected with any representation, warranty, conduct,
                           omission, agreement or transaction related to this
                           Agreement.

                  (b)      (CLAIMS AGAINST PARTY B): The parties other than
                           Party B may not sue Party B in respect of liabilities
                           incurred by Party B acting in its capacity as trustee
                           of a Sub-Fund in any other capacity other than as
                           trustee of that Sub-Fund, including seek the
                           appointment of a receiver (except in relation to
                           assets of that Sub-Fund), a liquidator, an
                           administrator, or any similar person to Party B or
                           prove in any liquidation, administration or
                           arrangements of or affecting Party B (except in
                           relation to the assets of that Sub-Fund).

                  (c)      (BREACH OF TRUST): The provisions of this Section 15
                           will not apply to any obligation or liability of
                           Party B to the extent that it is not satisfied
                           because under the Trust Deed or any other Transaction
                           Document in relation to the relevant Sub-Fund or by
                           operation of law there is a reduction in the extent
                           of Party B's indemnification out of the assets of the
                           Sub-Fund, as a result of Party B's fraud, negligence
                           or wilful default.

                  (d)      (ACTS OR OMISSIONS): It is acknowledged that the
                           Manager and other parties to the Transaction
                           Documents in relation to the relevant Sub-Fund other
                           than Party B (the "RELEVANT PARTIES") are responsible
                           under those Transaction Documents for performing a
                           variety of obligations relating to the Sub-Fund. No
                           act or omission of Party B (including any related
                           failure to satisfy its obligations or any breach of
                           representation or warranty under this Agreement) will
                           be considered fraudulent, negligent or a wilful
                           default of Party B for the purpose of paragraph (c)
                           of this Section 15 to the extent to which the act or
                           omission was caused or contributed to by any failure
                           by any Relevant Party or any other person appointed
                           by Party B under any such Transaction Document (other
                           than a person whose acts or omissions Party B is
                           liable for in accordance with such a Transaction
                           Document) to fulfil its obligations relating to the
                           Sub-Fund or by any other act or omission of a
                           Relevant Party or any other such person.

                  (e)      (NO OBLIGATION): Party B is not obliged to enter into
                           any further commitment or obligation under this
                           Agreement or any Transaction Document unless Party
                           B's liability is limited in a manner which is
                           consistent with this Section 15 or otherwise in a
                           manner satisfactory to Party B in its absolute
                           discretion.

                                                                              16
<PAGE>

                  (f)      (SEGREGATION): Without limiting the generality of
                           this Section 15, the provisions of this Agreement
                           shall have effect severally in respect of each
                           Sub-Fund and shall be enforceable by or against Party
                           B in its capacity as trustee of each such Sub-Fund as
                           though a separate Agreement applied between Party A
                           and Party B for each of Party B's said several
                           capacities, to the intent that (inter alia):

                           (i)      unless the context indicates a contrary
                                    intention, each reference to "Party B" in
                                    this Agreement shall be construed as a
                                    several reference to Party B in its
                                    respective capacities as trustee of each
                                    Sub-Fund;

                           (ii)     this Agreement together with each
                                    Confirmation relating to a particular
                                    Sub-Fund will form a single separate
                                    agreement between Party A and Party B in its
                                    capacity as trustee of that Sub-Fund and
                                    references to the respective obligations
                                    (including references to payment obligations
                                    generally and in the context of provisions
                                    for the netting of payments and the
                                    calculation of amounts due on early
                                    termination) of Party A and Party B shall be
                                    construed accordingly as a several reference
                                    to each mutual set of obligations arising
                                    under each such separate agreement between
                                    Party A and Party B in its several
                                    capacities as trustee of each Sub-Fund;

                           (iii)    representations made and agreements entered
                                    by the parties under this Agreement are made
                                    and entered severally by Party B in its
                                    respective capacities as trustee of each
                                    Sub-Fund and may be enforced by Party B
                                    against Party A severally in Party B's said
                                    several capacities (and by Party A against
                                    Party B in Party B's said several
                                    capacities);

                           (iv)     rights of termination, and obligations and
                                    entitlements consequent upon termination,
                                    only accrue to Party A against Party B
                                    severally in Party B's respective capacities
                                    as trustee of each Sub-Fund, and only accrue
                                    to Party B against Party A severally in
                                    Party B's said several capacities; and

                           (v)      without limiting Section 15, the occurrence
                                    of an Event of Default or Termination Event
                                    in respect of one Sub-Fund shall not in
                                    itself constitute an Event of Default or
                                    Termination Event in respect of any other
                                    Sub-Fund."

(13)     FURTHER ASSURANCES: Each party will, upon request by the other party
         (the "REQUESTING PARTY") at the expense of the requesting party,
         perform all such acts and execute all such agreements, assurances and
         other documents and instruments as the requesting party reasonably
         requires (and, in the case of Party B, are within the powers granted to
         Party B under the Trust Deed) to assure and confirm the rights and
         powers afforded, created or intended to be afforded or created, under
         or in relation to this Agreement and each Transaction or other dealing
         which occurs under or is contemplated by it.

(14)     PROCEDURES FOR ENTERING INTO TRANSACTIONS

         (a)      With respect to each Transaction entered into pursuant to this
                  Agreement and for the purposes of Section 9(e)(ii), Party A
                  will, by or promptly after the relevant Trade Date, send Party
                  B and the Manager a Confirmation in such form as may be agreed
                  between Party A, Party B and the Manager, and Party B and the
                  Manager must promptly then confirm the accuracy of and sign
                  and return, or request the correction of, such Confirmation;

                                                                              17
<PAGE>

         (b)      Party B will enter into each Transaction in its capacity as
                  trustee of a Sub-Fund as specified in the relevant
                  Confirmation.

(15)     AUTHORISED OFFICER: Each party will be entitled to assume, in the
         absence of any knowledge to the contrary, that any person signing any
         Confirmation, notice or other written communication issued in respect
         of this Agreement on behalf of a party is authorised by that party to
         do so.

(16)     RECORDED CONVERSATIONS: Each party:

         (a)      consents to the electronic recording of its telephone
                  conversations with another party (or any of its associated
                  persons) with or without the use of an automatic tone warning
                  device;

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

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

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

(17)     REPLACEMENT CURRENCY SWAP AGREEMENT:

         (a)      If any Transaction under this Agreement is terminated, Party B
                  may, at the direction of the Manager, enter into one or more
                  currency swaps which replace that Transaction (collectively a
                  "REPLACEMENT CURRENCY SWAP") provided that:

                  (i)      the Current Rating Authorities in relation to the
                           Transaction confirm in writing that the entry into
                           the Replacement Currency Swap by Party B will not
                           result in a reduction, qualification or withdrawal of
                           the credit ratings then assigned by them to the
                           Relevant Notes in relation to the Transaction; and

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

         (b)      If Party B enters into a Replacement Currency Swap pursuant to
                  paragraph (a) and a Settlement Amount (or any interest on that
                  Settlement Amount in accordance with Section 6(d)(ii)) is
                  payable by Party B to Party A upon termination of the
                  Transaction referred to in Part 5(17)(a), Party B must
                  (unless otherwise agreed between Party A, Party B and the
                  Manager) direct the Replacement Currency Swap provider to pay
                  any upfront premium to enter into the Replacement Currency
                  Swap due to Party B directly to Party A in satisfaction of and
                  to the extent of Party B's obligation to pay the Settlement
                  Amount (and any interest on that Settlement Amount in
                  accordance with Section 6(d)(ii)) to Party A, and to the
                  extent such premium is not greater than or equal to the
                  Settlement Amount, the balance may be satisfied by Party B as
                  Fees and Expenses of the relevant Sub-Fund.

         (c)      If Party B enters into a Replacement Currency Swap pursuant to
                  paragraph (a) and a Settlement Amount (or any interest on that
                  Settlement Amount in accordance with Section 6(d)(ii)) is
                  payable by Party A to Party B upon termination of the
                  Transaction referred to in Part 5(17)(a), Party B must
                  (unless otherwise agreed between Party A, Party B and the
                  Manager) direct Party A to pay that amount to the Replacement
                  Currency Swap provider in satisfaction of or towards and to
                  the extent




                                                                              18
<PAGE>

                  of Party B's obligation (if any) to pay an upfront premium to
                  the Replacement Currency Swap provider to enter into the
                  Replacement Currency Swap.

         (d)      The rights and obligations of the parties under this Part
                  5(17) will survive the termination of this Agreement.

(18)     KNOWLEDGE OR AWARENESS: Subject to Section 12(a), each party will only
         be considered to have knowledge or awareness of, or notice of, a thing
         or grounds to believe anything by virtue of the officers of that party
         or any Related Body Corporate of that party which have the day to day
         responsibility for the administration or management of that party's (or
         a Related Body Corporate of that party's) obligations in relation to
         the relevant Sub-Fund or the Transactions entered into under this
         Agreement having actual knowledge, actual awareness or actual notice of
         that thing, or grounds or reason to believe that thing (and similar
         references will be interpreted in this way).

(19)     DISCLOSURE TO RELATED BODIES CORPORATE: In relation to information
         Party B in its capacity as trustee of the Sub-Fund (the "RECIPIENT")
         receives from the Manager or Party A (the "DISCLOSER") in relation to a
         Sub-Fund or the trust established under the Security Trust Deed (the
         "INFORMATION"), each Discloser hereby severally authorises and consents
         to the Recipient making available such Information, except to the
         extent that the making available of such Information is prohibited by
         law (including, without limitation, the Privacy Act), to:

         (a)      (RELATED BODY CORPORATE): any Related Body Corporate of the
                  Recipient which acts as custodian or Security Trustee of the
                  assets of the Sub-Fund or which otherwise has responsibility
                  for the management or administration of the Sub-Fund,
                  including its assets; and

         (b)      (RECIPIENT): the Recipient acting in its capacity as Manager
                  or custodian (as applicable) of the Sub-Fund.

         Notwithstanding any other provision of this Agreement, the Recipient
         will not have any liability to the Discloser or any other person for
         the use, non-use, communication or non-communication of the Information
         in the above manner, except to the extent to which the Recipient has an
         express contractual obligation to disclose or not to disclose or to use
         or not to use certain information received by it and fails to do so.
         The Recipient must ensure that each person referred to in paragraphs
         (a) and (b) above is bound by the same duties of confidentiality in
         relation to any Information received by that person pursuant to this
         Part 5(19) as apply to the Recipient.

(20)     RESTRICTIONS ON PARTY B'S RIGHTS: Party B must at all times act in
         accordance with the instructions of the Manager in relation to this
         Agreement.

(21)     COLLATERALISATION OF PARTY A'S OBLIGATIONS UNDER THE TRANSACTIONS:

         (a)      (MAINTAINING RATINGS): If the unsecured and unsubordinated
                  debt obligations of Party A (or any applicable assignee or its
                  guarantor) shall cease to have a credit rating equal to or
                  higher than the Prescribed Rating in relation to the
                  Transactions of a Sub-Fund, then Party A shall immediately
                  notify the Current Rating Authorities in relation to the
                  Transactions and Party B and within the Prescribed Rating
                  Period in relation to the Transactions (unless during this
                  period Party A and Party B receive written confirmation from
                  those Current Rating Authorities that the downgrade would not
                  result in a reduction, qualification or withdrawal of the
                  credit ratings then assigned by them to the Relevant Notes in
                  relation to the Transactions) at its cost either:

                  (i)      put in place an appropriate mark-to-market collateral
                           agreement (consisting of either cash or securities)
                           which may be based either on S&P's New Interest Rate
                           and Currency Swap Criteria published in



                                                                              19
<PAGE>

                           January 1999 (as may be amended from time to time) or
                           on any other agreement reached between the parties,
                           in support of its obligations under the relevant
                           Transactions, provided that Party A and Party B
                           receive prior written confirmation from such Current
                           Rating Authorities that there will not be a
                           reduction, qualification or withdrawal of the credit
                           ratings then assigned by them to the Relevant Notes
                           in relation to the Transactions as a result of the
                           downgrade following such collateral arrangements
                           being put in place;

                  (ii)     enter into an agreement novating its rights and
                           obligations under this Agreement in respect of the
                           relevant Transactions to a replacement swap
                           counterparty which the Current Rating Authorities in
                           relation to the Transactions confirm in writing will
                           not result in a reduction, qualification or
                           withdrawal of the credit ratings then assigned by
                           them to the Relevant Notes in relation to the
                           Transactions; or

                  (iii)    enter into some other arrangements in respect of
                           those Transactions which the Current Rating
                           Authorities in relation to the Transactions confirm
                           in writing will not result in a reduction,
                           qualification or withdrawal of the credit ratings
                           then assigned by them to the Relevant Notes in
                           relation to the Transactions.

         (b)      (AMENDING AGREEMENT): If collateral is lodged under Part
                  5(21)(a)(i) above, the parties must execute an amending
                  agreement incorporating into this Agreement an ISDA Credit
                  Support Annex (New York law version), and until executed such
                  an ISDA Credit Support Annex will be taken to supplement and
                  form part of this Agreement, and any collateral lodged will be
                  subject to its terms, as if the ISDA Credit Support Annex were
                  incorporated into this Agreement (but without any Paragraph 13
                  other than as necessary to give effect to the obligations
                  described in this Part 5(21)) prior to the lodgement of any
                  such collateral. Party B and the Manager acknowledge that any
                  collateral lodged under Part 5(21)(a)(i) will not be an asset
                  of the Sub-Fund in relation to the Transactions available for
                  distribution in accordance with the Security Trust Deed in
                  relation to that Sub-Fund.

         (c)      (FURTHER ASSURANCE): Where Party A elects to novate its rights
                  and obligations under this Agreement in respect of the
                  Transactions to a replacement counterparty in accordance with
                  Part 5(21)(a)(ii) above, Party B, at the direction of the
                  Manager, and the Manager must, at the cost of Party A, do all
                  things requested by Party A which are necessary to novate the
                  relevant rights and obligations to the replacement
                  counterparty.

         (d)      (RETURN OF COLLATERAL): If, at any time, Party A's obligations
                  under this Agreement in respect of the Transactions are
                  novated in accordance with Part 5(21)(a)(ii) above, Party A
                  shall be immediately entitled to any collateral which it has
                  provided under any collateral agreement contemplated by Part
                  5(21)(a)(i) (less any amount withdrawn in accordance with Part
                  5(21)(e).

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

                  (i)      novating obligations under this Agreement in respect
                           of the Transactions in accordance with Part
                           5(21)(a)(ii) (including the costs of obtaining a
                           replacement counterparty);

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


                                                                              20
<PAGE>

                           5(21)(a)(i);

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

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

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

                  The Manager must direct Party B to, and Party B must, refund
                  or pay to Party A the amount of any payment which may be made
                  to Party A under paragraphs (ii) or (iii) above as soon as
                  such refund or payment is possible.

         (f)      (INTEREST): All interest on the Collateral Account will accrue
                  and be payable monthly to Party A providing the amount
                  deposited to the Collateral Account is not less than the
                  amount Party A is required to maintain under the collateral
                  agreement contemplated by Part 5(21)(a)(i).

         (g)      (VARIATION): Notwithstanding that Party A has elected to
                  satisfy its obligations pursuant to this Part 5(21) in a
                  particular manner, it may subsequently and from time to time
                  vary the manner in which it satisfies its obligations pursuant
                  to this Part 5(21) (but will not be entitled to any
                  additional grace period in relation to such a variation).

(22)     AMENDMENT TO THIS AGREEMENT: None of Party A, Party B or the Manager
         may amend this Agreement to the extent that it applies to any
         Transaction unless the Current Rating Authorities in relation to the
         Transaction have confirmed in writing that the proposed amendment will
         not result in a reduction, qualification or withdrawal of the credit
         ratings then assigned by them to the Relevant Notes in relation to the
         Transaction.

(23)     APPOINTMENT OF MANAGER: Party B hereby exclusively appoints the Manager
         as its attorney to act on Party B's behalf and exercise all rights and
         powers of Party B with respect to this Agreement. Without limiting the
         generality of the foregoing, the Manager may issue and receive on
         behalf of Party B all notices, certificates and other communications to
         or by Party A under this Agreement until such time as Party B serves
         written notice on Party A of the revocation of the Manager's authority
         to act on behalf of Party B in accordance with this Part 5(23) of the
         Schedule. The Manager hereby accepts such appointment. Party A is not
         obliged to enquire into the authority of the Manager to exercise or
         satisfy any of Party B's rights or obligations on Party B's behalf.

(24)     SUPPORT FACILITY: Party B and the Manager agree that this Agreement and
         each Confirmation in relation to a Transaction of the relevant Sub-Fund
         is a Support Facility with respect to the Sub-Fund.

(25)     NO AMENDMENT: each of Party B and the Manager agrees that it will not
         consent to any amendment to any provision in any Transaction Document
         in relation to a Sub-Fund with respect to which there is a Transaction
         dealing with the ranking, priority or entitlement of Party A in respect
         of any security or moneys relating to that Sub-Fund without the prior
         written consent of Party A.

                                                                              21
<PAGE>

                                                           DRAFT: 24 AUGUST 2001



    FORM OF CONFIRMATION FOR CLASS A CURRENCY SWAP - PUMA GLOBAL TRUST NO. 1

                [LETTERHEAD OF DEUTSCHE BANK AG, NEW YORK BRANCH]

[          ] 2001

<TABLE>
<CAPTION>
<S>  <C>                                                 <C>
TO:  Perpetual Trustees Australia Limited                Macquarie Securitisation Limited
     (as trustee of the PUMA Global Trust No. 1)         Level 23
     Level 3                                             20 Bond Street
     39 Hunter Street                                    Sydney  NSW  2000
     Sydney  NSW  2000                                   AUSTRALIA
     AUSTRALIA

     ATTENTION:  [                             ]         ATTENTION: [                    ]

</TABLE>

CONFIRMATION - PUMA GLOBAL TRUST NO. 1 - US$ CLASS A NOTES

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the terms specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.

This Confirmation is entered into by Perpetual Trustees Australia Limited, ABN
86 000 431 827 as trustee of the PUMA Global Trust No. 1 (the "PUMA TRUST").

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [       ] 2001, as amended, novated or supplemented
from time to time (the "AGREEMENT"), between Deutsche Bank AG, New York Branch
("PARTY A"), Perpetual Trustees Australia Limited as trustee of, inter alia, the
PUMA Trust ("PARTY B") and Macquarie Securitisation Limited, ABN 16 003 297 336
(the "MANAGER"). All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.

This Confirmation incorporates the attached Definitions Schedule which forms
part of, and is subject to, this Confirmation.

The terms of the particular Transaction to which this Confirmation relates are
specified below:

1.     OUR REFERENCE:              [                                 ]

2.     TRADE DATE:                 [                                 ]

3.     EFFECTIVE DATE:             Closing Date (being [       ])

4.     TERMINATION DATE:           The earlier of:


                                    (a)   the date that the Relevant Notes
                                          have been redeemed in full in
                                          accordance with the Note
                                          Conditions; and

                                    (b)   the Final Maturity Date (being [   ]).


                                                                               1
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                                               <C>
5.     FLOATING AMOUNTS

5.1    FLOATING AMOUNTS PAYABLE BY PARTY
       A:

(A)    Floating Rate Payer:                              Party A

       Calculation Amount:                               For each Floating Rate Payer Payment Date,
                                                         the aggregate Principal Balance of the
                                                         Relevant Notes as at the end of the first
                                                         day of the Calculation Period ending on but
                                                         excluding that Floating Rate Payer Payment
                                                         Date (after taking into account any
                                                         reductions in the Principal Balance of the
                                                         Relevant Notes on that day)

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the
                                                         period commencing on and including [ ] 2001
                                                         and ending on and including the Termination
                                                         Date, subject to adjustment in accordance
                                                         with the Following Business Day Convention

       Floating Rate Option:                             USD-LIBOR-BBA

       Designated Maturity:                              Three months

       Spread:                                           In respect of:

                                                         (a)   Floating Rate Payer Payment Dates on or prior to
                                                               [        ] (or if that day is not a
                                                               Business Day, the next following Business Day),
                                                               [        ]; and

                                                         (b)   Floating Rate Payer Payment Dates after
                                                               [               ] (or if that day is not a
                                                               Business Day, the next following Business Day),
                                                               [        ].


       Floating Rate Day Count Fraction:                 Actual/360

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(B)    Floating Rate Payer:                              Party A

       Calculation Amount:                               The Outstanding Class A Interest Amount in relation to that
                                                         Floating RAte Payer Payment Date

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including [           ] 2001 and ending on and including
                                                         the Termination Date, subject to adjustment in accordance
                                                         with the Following Business Day Convention

       Floating Rate Option:                             USD-LIBOR-BBA

       Designated Maturity:                              Three months

       Spread:                                           In respect of:

</TABLE>


                                                                               2
<PAGE>


<TABLE>
<CAPTION>
<S>   <C>                                                <C>

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   [        ] (or if that day is not a
                                                                   Business Day, the next following Business Day),
                                                                   [        ]; and

                                                         (b)       Floating Rate Payer Payment Dates after
                                                                   [               ] (or if that day is not a
                                                                   Business Day, the next following Business Day),
                                                                   [        ].

Floating Rate Day Count Fraction:                        Actual/360

Reset Dates:                                             The first day of each Calculation Period

Compounding:                                             Inapplicable

(C)    Outstanding Class A Interest Amount:              On each Floating Rate Payer Payment Date,
                                                         Party A must pay to Party B the Outstanding
                                                         Class A Interest Amount in relation to that
                                                         Floating Rate Payer Payment Date


5.2    FLOATING AMOUNTS PAYABLE BY PARTY B:

(A)    Floating Rate Payer:                              Party B

       Calculation Amount:                               For each Floating Rate Payer Payment Date,
                                                         the A$ Equivalent of the aggregate Principal
                                                         Balances of the Relevant Notes as at the end
                                                         of the first day of the Calculation Period
                                                         ending on but excluding that Floating Rate
                                                         Payer Payment Date (after taking into
                                                         account any reductions in the Principal
                                                         Balance of the Relevant Notes on that day)


       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the
                                                         period commencing on and including
                                                         [                          ] 2001 and ending
                                                         on and including the Termination Date,
                                                         subject to adjustment in accordance with the
                                                         Following Business Day Convention

       Floating Rate Option:                             AUD-BBR-BBSW

       Designated Maturity:                              Three months

       Spread:                                           In respect of:


                                                         (a)      Floating Rate Payer Payment Dates
                                                                  on or prior to [      ] (or if
                                                                  that day is not a Business Day, the
                                                                  next following Business Day), [     ];
                                                                  and

                                                         (b)      Floating Rate Payer Payment Dates
                                                                  after [        ] (or if
                                                                  that day is not a Business Day, the
                                                                  next following Business Day),
                                                                  [          ]


       Floating Rate Day Count Fraction:                 Actual/365 (Fixed)

       Reset Dates:                                      The first day of each Calculation Period

</TABLE>

                                                                               3
<PAGE>
<TABLE>
<CAPTION>

<S>    <C>                                               <C>

       Compounding:                                      Inapplicable

(B)    Floating Rate Payer:                              Party B

       Calculation Amount:                               The Outstanding A$ Class A Interest Amount
                                                         in relation to that Floating Rate Payer
                                                         Payment Date

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the
                                                         period commencing on and including
                                                         [              ] 2001 and ending
                                                         on and including the Termination Date,
                                                         subject to adjustment in accordance with the
                                                         Following Business Day Convention

       Floating Rate Option:                             AUD-BBR-BBSW

       Designated Maturity:                              Three months

       Spread:                                           In respect of:

                                                         (a)      Floating Rate Payer Payment Dates
                                                                  on or prior to [           ] (or if
                                                                  that day is not a Business Day, the
                                                                  next following Business Day), [ ];
                                                                  and

                                                         (b)      Floating Rate Payer Payment Dates
                                                                  after [            ] (or if
                                                                  that day is not a Business Day, the
                                                                  next following Business Day),
                                                                  [         ]


       Floating Rate Day Count Fraction:                 Actual/365 (Fixed)

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(C)    Outstanding A$ Class A Interest Amount:           On each Floating Rate Payer Payment Date,
                                                         Party B will pay

5.3    PROPORTIONATE ADJUSTMENT OF                       If the A$ Class A Interest Payment in
       FLOATING AMOUNTS                                  relation to a Quarterly Payment Date will be
                                                         less than the aggregate of the Floating
                                                         Amounts payable by Party B to Party A on
                                                         that Quarterly Payment Date (as notified by
                                                         the Manager to Party A pursuant to paragraph
                                                         9 and including any Unpaid A$ Class A
                                                         Interest Amount), Party A may, in its
                                                         discretion, elect, by notice in writing to
                                                         Party B and the Manager (such notice to be
                                                         received by both such parties prior to that
                                                         Quarterly Payment Date), to pay to Party B
                                                         on that Quarterly Payment Date (in return
                                                         for payment by Party B of the A$ Class A
                                                         Interest Payment and in lieu of the Floating
                                                         Amounts that would otherwise be payable by
                                                         Party A to Party B on that Quarterly Payment
                                                         Date) a proportion of the Floating Amounts
                                                         that would otherwise be payable by Party A
                                                         to Party B on that Quarterly Payment Date
                                                         (including any

</TABLE>

                                                                               4
<PAGE>
<TABLE>
<CAPTION>

<S>    <C>                                               <C>

5.3    Proportionate Adjustment of  Floating             If the A$ Class A Interest Payment in relation to a
       Amounts                                           Quarterly Payment Date will be less than the aggregate of
                                                         the Floating Amounts payable by Party B to Party A on that
                                                         Quarterly Payment Date (as notified by the Manager to Party
                                                         A pursuant to paragraph 9 and including any Unpaid A$ Class
                                                         A Interest Amount), Party A may, in its discretion, elect,
                                                         by notice in writing to Party B and the Manager (such
                                                         notice to be received by both such parties prior to that
                                                         Quarterly Payment Date), to pay to Party B on that
                                                         Quarterly Payment Date (in return for payment by Party B of
                                                         the A$ Class A Interest Payment and in lieu of the Floating
                                                         Amounts that would otherwise be payable by Party A to Party
                                                         B on that Quarterly Payment Date) a proportion of the
                                                         Floating Amounts that would otherwise be payable by Party A
                                                         to Party B on that Quarterly Payment Date (including any
                                                         Unpaid Class A Interest Amounts) being the same proportion
                                                         as the A$ Class A Interest Payment bears to the Floating
                                                         Amounts payable by Party B to Party A on that Quarterly
                                                         Payment Date.

                                                         Notwithstanding any election by Party A pursuant to this
                                                         paragraph 5.3, a failure by Party B to pay to Party A the
                                                         full amount of the Floating Amounts payable by Party B on a
                                                         Quarterly Payment Date constitutes a failure to pay for the
                                                         purposes of Section 5(a)(i) of the Agreement.
6.     EXCHANGES

6.1    INITIAL EXCHANGE:

       Initial Exchange Date:                            Effective Date

       Party A Initial Exchange Amount:                  The A$ Equivalent of the Party B Initial Exchange Amount,
                                                         Amount, being A$[            ]

       Party B Initial Exchange Amount:                  The aggregate Original Principal Balances of
                                                         the Relevant Notes on the Closing Date,
                                                         being US$[     ]

                                                         Notwithstanding Section 2(a)(ii) of the
                                                         Agreement, Party A must pay the Party A
                                                         Initial Exchange Amount to Party B by 4.00pm
                                                         (Sydney time) on the Initial Exchange Date
                                                         and Party B must pay Party A the Party B
                                                         Initial Exchange Amount by 4.00pm (New York
                                                         time) on the Initial Exchange Date. Section
                                                         2(a)(v) of the Agreement will not apply to
                                                         the payments of the Initial Exchange
                                                         Amounts.


6.2    INSTALMENT EXCHANGE:

       Instalment Exchange Date:                         Each Quarterly Payment Date (other than the Final Exchange
                                                         Date)

       Party A Instalment Exchange Amount:               In respect of an Instalment Exchange Date
                                                         means the US$ Equivalent of the A$ Class A
                                                         Principal Amount in relation to the
                                                         Quarterly Payment Date occurring on that
                                                         Instalment Exchange Date

       Party B Instalment Exchange Amount:               In respect of an Instalment Exchange Date
                                                         means the A$ Class A Principal Amount in
                                                         relation to the Quarterly Payment Date
                                                         occurring on that Instalment Exchange Date

6.3    FINAL EXCHANGE:

       Final Exchange Date:                              Termination Date

       Party A Final Exchange Amount:                    The US$ Equivalent of the A$ Class A Principal Amount in
                                                         relation to the Quarterly Payment Date which is the Final
                                                         Exchange Date
</TABLE>


                                                                               5
<PAGE>

<TABLE>
<CAPTION>

<S>    <C>                                               <C>
       Party B Final Exchange Amount:                   The A$ Class A Principal Amount in relation
                                                        to the Quarterly Payment Date which is the
                                                        Final Exchange Date




7.     EXCHANGE RATES:

       For the purpose of the definitions of
       "A$ EQUIVALENT" and "US$
       EQUIVALENT":

       US$ Exchange Rate:                                [                       ]

       A$ Exchange Rate:                                 [                       ]

8.     ACCOUNT DETAILS:

8.1    PAYMENTS TO PARTY A

       Account for payments in US$:                     The account notified in writing by Party A to Party B in
                                                        accordance with Part 5(3)(ii) of the Schedule to the
                                                        Agreement

       Account for payments in A$:                      The account notified in writing by Party A
                                                        to Party B in accordance with Part 5(3)(i)
                                                        of the Schedule to the Agreement

8.2    PAYMENTS TO PARTY B

       Account for payments in US$:                     The account notified in writing by the
                                                        Principal Paying Agent to Party A in
                                                        accordance with Part 5(2)(ii) of the
                                                        Schedule to the Agreement

       Account for payments in A$:                      The account notified in writing by Party B
                                                        to Party A in accordance with Part 5(2)(i)
                                                        of the Schedule to the Agreement

9.     NOTIFICATIONS TO PARTY A                         On or before the Determination Time in
                                                        respect of each Quarterly Payment Date the
                                                        Manager must notify Party A in writing of:

                                                        (a)      the A$ Class A Principal Amount in
                                                                 relation to that Quarterly Payment
                                                                 Date;

                                                        (b)      the A$ Class A Interest Amount in
                                                                 relation to that Quarterly Payment
                                                                 Date;

                                                        (c)      the Unpaid A$ Class A Interest
                                                                 Amount (if any) in relation to that
                                                                 Quarterly Payment Date;

                                                        (d)      the A$ Class A Interest Payment in
                                                                 relation to that Quarterly Payment
                                                                 Date.


10.    OFFICES:                                         The Office of Party A for each Transaction is
                                                        New York.

11.    TAXES                                            Section 2(d) of the Agreement is amended as it
                                                        applies to the Transaction as follows:
</TABLE>

                                                                               6
<PAGE>

<TABLE>
<CAPTION>

<S>    <C>                                               <C>



                                                        (i)      The word "if" is deleted at the
                                                                 beginning of Section 2(d)(i)(4) and
                                                                 the following words are inserted
                                                                 instead:

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

                                                        (ii)     In Section 2(d)(ii) the words "(if
                                                                 and only if Y is Party A)" are
                                                                 inserted after the word "then" at
                                                                 the beginning of the last
                                                                 paragraph.

                                                        Without prejudice to the above amendments,
                                                        it is agreed that Party B:

                                                        (iii)    is not obliged to pay in respect of
                                                                 the Transaction:

                                                                 (1)      any additional amount to Party A
                                                                          under Section 2(d)(i)(4); or

                                                                 (2)      any amount to Party A under Section
                                                                          2(d)(ii); and

                                                        (iv)     will not receive payments under the
                                                                 Transaction from which deductions
                                                                 or withholdings have been made
                                                                 under Section 2(d).

                                                        Provided that, notwithstanding the
                                                        foregoing, Section 2(d)(i)(4) and Section
                                                        2(d)(ii) will apply without any amendment
                                                        with respect to any payment by Party B to
                                                        Party A of interest on any amount calculated
                                                        as being due by Party B in respect of any
                                                        Early Termination Date in respect of the
                                                        Transaction under Section 6(e) to the extent
                                                        that payment of such amount is delayed by
                                                        the operation of Part 5(7)(f) of the
                                                        Agreement.
</TABLE>


Please confirm that the above correctly sets out the terms of our agreement in
respect of each Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:

SIGNED for and on behalf of
DEUTSCHE BANK AG, NEW YORK BRANCH


By:

                                                                               7
<PAGE>

                     (Authorised Officer )

Name:

Title:


<TABLE>
<CAPTION>
<S>                                                    <C>
CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:          CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:

SIGNED for and on behalf of                            SIGNED for and on behalf of
PERPETUAL TRUSTEES AUSTRALIA LIMITED, ABN 86 000 431   MACQUARIE SECURITISATION LIMITED,
                                                       ABN 16 003 297 336 827
as trustee of the PUMA Global Trust No. 1

                                                       By:
By:
          (Authorised Officer)                                     (Authorised Officer)


                                                       Name:
Name:



                                                       Title:
Title:
</TABLE>



                                                                               8
<PAGE>


                              DEFINITIONS SCHEDULE

In this Confirmation and in the Agreement to the extent that it relates to the
PUMA Global Trust No. 1, unless the context otherwise requires:

"A$ CLASS A INTEREST PAYMENT" in relation to a Quarterly Payment Date means the
amount paid or available to be paid (as the case may be) on that Quarterly
Payment Date under clause 5.1(d)(i) of the Sub-Fund Notice in respect of the A$
Class A Interest Amount and Unpaid A$ Class A Interest Amount on that Quarterly
Payment Date.

"A$ CLASS A PRINCIPAL AMOUNT" has the same meaning as in the Sub-Fund Notice.

"A$ EQUIVALENT" has the same meaning as in the Sub-Fund Notice.

"AGENCY AGREEMENT" means the Agency Agreement [dated on or about the date of
this Confirmation] between Party B, the Manager, The Bank of New York, New York
Branch and The Bank of New York, London Branch.

"AUD-BBR-BBSW" means that the rate for a Reset Date will be the rate expressed
as a percentage per annum appearing on the Reuters Screen Page "BBSW" at
approximately 10.10am Sydney time on that Reset Date for a bill of exchange
having a tenor equal to the Designated Maturity, as being the average of the
mean buying and selling rates appearing on that page for such a bill of exchange
rounded to four decimal places. If fewer than four banks quote on the Reuters
Screen page "BBSW", the rate for that date and specified term will be calculated
as above by taking the rates otherwise quoted by 4 banks on application by the
Calculation Agent for such a bill of the same tenor, eliminating the highest and
lowest mean rates and taking the average of the remaining mean rates rounded to
four decimal places. If a rate cannot be determined in accordance with the
foregoing procedures, then AUD-BBR-BBSW means such rate as is specified in good
faith by the Calculation Agent at or around that time on that date, having
regard, to the extent possible, to comparable indices then available as to the
rates otherwise bid and offered for such bills of that tenor around that time.

"CLASS A INTEREST PAYMENT" means, on any Quarterly Payment Date, the Floating
Amounts payable by Party A under paragraph 5.1 of this Confirmation, as adjusted
(if appropriate) in accordance with paragraph 5.3 of this Confirmation.

"DETERMINATION TIME" in relation to a Quarterly Payment Date means on or about
11.00am Sydney time 5 Business Days prior to that Quarterly Payment Date.

"NOTE CONDITIONS" means the terms and conditions of the Relevant Notes annexed
to the Relevant Notes.

"NOTE TRUST DEED" means the Note Trust Deed [dated on or about the date of this
Confirmation] between Party B, the Manager and the Relevant Note Trustee.

"OUTSTANDING A$ CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer
Payment Date means the aggregate amount of the Floating Amounts referred to in
paragraph 5.2 with respect to the immediately preceding Floating Rate Payer
Payment Date which were not paid by Party B on that Floating Rate Payer Payment
Date as a result of the operation of paragraph 5.3.

"OUTSTANDING CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer
Payment Date means the aggregate amount of the Floating Amounts referred to in
paragraph 5.1 with respect to the immediately preceding Floating Rate Payer
Payment Date which were not paid by Party A on that Floating Rate Payer Payment
Date as a result of the operation of paragraph 5.3.

"RATE PAGE" means Telerate Page 3750 or, if Telerate Page 3750 ceases to quote
the relevant rate, such other page, section or part of Telerate as quotes the
relevant rate and is selected by the Calculation Agent



                                                                               9
<PAGE>

or, if there is no such page, section or part of such other page, section or
part of a different screen information service as quotes the relevant rate
selected by the Calculation Agent and approved by the Relevant Note Trustee.

"RELEVANT AGENT BANK" means The Bank of New York, New York Branch or, if the
Bank of New York is removed or retires as Agent Bank under the Agency Agreement,
any person appointed from time to time in its place in accordance with the
Agency Agreement.

"RELEVANT NOTEHOLDERS" means the Class A Noteholders as that term is defined in
the Note Trust Deed.

"RELEVANT NOTES" means the Class A Notes issued by Party B under the Note Trust
Deed.

"RELEVANT NOTE TRUSTEE" means The Bank of New York, New York Branch or, if the
Bank of New York is removed or retires as the trustee for the Relevant
Noteholders, any person appointed from time to time in its place in accordance
with the Note Trust Deed.

"RELEVANT PRINCIPAL PAYING AGENT" means The Bank of New York, New York Branch
or, if the Bank of New York is removed or retires as Principal Paying Agent
under the Agency Agreement, any person appointed from time to time in its place
in accordance with the Agency Agreement.

"SECURITY TRUST DEED" means the Security Trust Deed dated [on or about the date
of this Confirmation] between Party B, the Manager, the Relevant Note Trustee
and Perpetual Trustee Company Limited ABN 42 001 001 007.

"SUB-FUND NOTICE" means the Sub-Fund Notice dated [on or about the date of this
Confirmation] between Party B and the Manager.

"UNPAID A$ CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer Payment
Date means the aggregate of the Floating Amounts referred to in paragraphs
5.2(B) and (C) with respect to that Floating Rate Payer Payment Date.

"UNPAID CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer Payment
Date means the aggregate of the Floating Amounts referred to in paragraphs
5.1(B) and (C) with respect to that Floating Rate Payer Payment Date.

"US$ EQUIVALENT" in relation to an amount which is calculated, determined or
expressed in A$, or which includes a component determined or expressed in A$,
means that A$ amount or A$ component (as the case may be) multiplied by the US$
Exchange Rate.

"USD-LIBOR-BBA" has the meaning ascribed to that term in the 2000 ISDA
Definitions except that:

(a)         reference to "London Banking Days" in section 7.1(w)(xvii) of the
            Annex to the 2000 ISDA Definitions is replaced with reference to
            "London/New York Business Days" as that expression is defined in the
            Note Conditions;

(b)         reference to "Telerate Page 3750" in section 7.1(w)(xvii) of the
            Annex to the 2000 ISDA Definitions is replaced with reference to
            "Rate Page" (as defined above); and

(c)         the interest rate so determined will be rounded to four decimal
            places,

and that if USD-LIBOR-BBA cannot be determined in accordance with the 2000 ISDA
Definitions as varied above (including endeavouring to determine a rate under
the definition of "USD-LIBOR-Reference banks" in section 7.1(w)(xx)), it will
remain as the most recently determined rate obtained from a Rate Page for a
preceding Calculation Period.

                                                                              10
<PAGE>

Terms defined in the Note Conditions (including by incorporation by reference)
have the same meaning in this Confirmation unless otherwise defined in this
Confirmation.










                                                                              11
<PAGE>


                                                           DRAFT: 24 AUGUST 2001



    FORM OF CONFIRMATION FOR CLASS B CURRENCY SWAP - PUMA GLOBAL TRUST NO. 1

                [LETTERHEAD OF DEUTSCHE BANK AG, NEW YORK BRANCH]

[         ] 2001

<TABLE>
<CAPTION>
<S>     <C>                                              <C>
TO:    Perpetual Trustees Australia Limited              Macquarie Securitisation Limited
       (as trustee of the PUMA Global Trust No. 1)       Level 23
       Level 3                                           20 Bond Street
       39 Hunter Street                                  Sydney  NSW  2000
       Sydney  NSW  2000                                 AUSTRALIA
       AUSTRALIA

       ATTENTION:    [        ]                          ATTENTION: [        ]

</TABLE>



CONFIRMATION - PUMA GLOBAL TRUST NO. 1 - US$ CLASS B NOTES

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the terms specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.

This Confirmation is entered into by Perpetual Trustees Australia Limited, ABN
86 000 431 827 as trustee of the PUMA Global Trust No. 1 (the "PUMA TRUST").

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ] 2001, as amended, novated or supplemented from
time to time (the "AGREEMENT"), between Deutsche Bank AG, New York Branch
("PARTY A"), Perpetual Trustees Australia Limited as trustee of, inter alia, the
PUMA Trust ("PARTY B") and Macquarie Securitisation Limited, ABN 16 003 297 336
(the "MANAGER"). All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.

This Confirmation incorporates the attached Definitions Schedule which forms
part of, and is subject to, this Confirmation.

The terms of the particular Transaction to which this Confirmation relates are
specified below:

1.     OUR REFERENCE:                            [                   ]

2.     TRADE DATE:                               [                   ]

3.     EFFECTIVE DATE:                           Closing Date (being [       ])

4.     TERMINATION DATE:                         The earlier of:

                                                 (a)  the date that the
                                                      Relevant Notes have been
                                                      redeemed in full in
                                                      accordance with the Note
                                                      Conditions; and

                                                 (b)  the Final Maturity Date
                                                      (being [         ]).


                                                                               1
<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                           <C>
5.     FLOATING AMOUNTS

5.1    FLOATING AMOUNTS PAYABLE TO PARTY

(A)    Floating Rate Payer:                         Party A

       Calculation Amount:                          For each Floating Rate Payer Payment Date,
                                                    the aggregate Principal Balance of the
                                                    Relevant Notes as at the end of the first
                                                    day of the Calculation Period ending on but
                                                    excluding that Floating Rate Payer Payment
                                                    Date (after taking into account any
                                                    reductions in the Principal Balance of the
                                                    Relevant Notes on that day)

       Floating Rate Payer Payment Dates:           Each Quarterly Payment Date during the
                                                    period commencing on and including
                                                    [       ] 2001 and ending on and
                                                    including the Termination Date, subject to
                                                    adjustment in accordance with the Following
                                                    Business Day Convention

       Floating Rate Option:                        USD-LIBOR-BBA

       Designated Maturity:                         Three months

       Spread:                                      In respect of:

                                                    (a)      Floating Rate Payer Payment Dates
                                                             on or prior to [        ] (or if that
                                                             day is not a Business Day, the next
                                                             following Business Day), [     ]; and

                                                    (b)      Floating Rate Payer Payment Dates
                                                             after [         ] (or if that
                                                             day is not a Business Day, the next
                                                             following Business Day), [        ].

       Floating Rate Day Count Fraction:            Actual/360

       Reset Dates:                                 The first day of each Calculation Period

       Compounding:                                 Inapplicable

(B)    Floating Rate Payer:                         Party A

       Calculation Amount:                          The Outstanding Class B Interest Amount in
                                                    relation to that Floating Rate Payer Payment
                                                    Date

       Floating Rate Payer Payment Dates:           Each Quarterly Payment Date during the period
                                                    commencing on and including [        ] 2001
                                                    and ending on and including the Termination
                                                    Date, subject to adjustment in accordance
                                                    with the Following Business Day Convention

       Floating Rate Option:                        USD-LIBOR-BBA

       Designated Maturity:                         Three months

       Spread:                                      In respect of:
</TABLE>



                                                                               2
<PAGE>


<TABLE>
<CAPTION>
<S>    <C>                                           <C>
       Spread:                                           In respect of:
                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   [          ] (or if that day is not a
                                                                   Business Day, the next following Business Day),
                                                                   [          ]; and

                                                         (b)       Floating Rate Payer Payment Dates after
                                                                   [             ] (or if that day is not a
                                                                   Business Day, the next following Business Day),
                                                                   [        ].

Floating Rate Day Count Fraction:                        Actual/360

Reset Dates:                                             The first day of each Calculation Period

Compounding:                                             Inapplicable

(C)    Outstanding Class B Interest Amount:              On each Floating Rate Payer Payment Date,
                                                         Party A must pay to Party B the Outstanding
                                                         Class B Interest Amount in relation to that
                                                         Floating Rate Payer Payment Date

5.2    FLOATING AMOUNTS PAYABLE BY PARTY B:

(A)    Floating Rate Payer:                              Party B

       Calculation Amount:                               For each Floating Rate Payer Payment Date, the A$
                                                         Equivalent of the aggregate Principal Balances of the
                                                         Relevant Notes as at the end of the first day of the
                                                         Calculation Period ending on but excluding that Floating
                                                         Rate Payer Payment Date (after taking into account any
                                                         reductions in the Principal Balance of the Relevant Notes
                                                         on that day)

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including [              ] 2001 and ending
                                                         on and including the Termination Date, subject to
                                                         adjustment in accordance with the Following Business Day
                                                         Convention

       Floating Rate Option:                             AUD-BBR-BBSW

       Designated Maturity:                              Three months

       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   [        ] (or if that day is not a Business
                                                                   Day, the next following Business Day),
                                                                   [                      ]; and
                                                         (b)       Floating Rate Payer Payment Dates after
                                                                   [        ] (or if that day is not a
                                                                   Business Day, the next following Business Day),
                                                                   [        ]

       Floating Rate Day Count Fraction:            Actual/365 (Fixed)

       Reset Dates:                                 The first day of each Calculation Period
</TABLE>



                                                                               3
<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                           <C>
       Compounding:                                      Inapplicable

(B)    Floating Rate Payer:                              Party B

       Calculation Amount:                               The Outstanding A$ Class B Interest Amount in relation to
                                                         that Floating Rate Payer Payment Date


       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including [                  ] 2001 and ending
                                                         on and including the Termination Date, subject to
                                                         adjustment in accordance with the Following Business Day
                                                         Convention

       Floating Rate Option:                             AUD-BBR-BBSW

       Designated Maturity:                              Three months
       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   [        ] (or if that day is not a Business
                                                                   Day, the next following Business Day),
                                                                   [                      ]; and

                                                         (b)       Floating Rate Payer Payment Dates after
                                                                   [        ] (or if that day is not a
                                                                   Business Day, the next following Business Day),
                                                                   [        ]

       Floating Rate Day Count Fraction:                 Actual/365 (Fixed)

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(C)    Outstanding A$ Class B Interest                   On each Floating Rate Payer Payment Date, Party B will pay
       Amount:                                           to Party A the Outstanding A$ Class B Interest Amount in
                                                         relation to that Floating Rate Payer Payment Date


5.3    PROPORTIONATE ADJUSTMENT OF FLOATING             If the A$ Class B Interest Payment in relation to a
       AMOUNTS                                           Quarterly Payment Date will be less than the aggregate of
                                                         the Floating Amounts payable by Party B to Party A on that
                                                         Quarterly Payment Date (as notified by the Manager to Party
                                                         A pursuant to paragraph 9 and including any Unpaid A$ Class
                                                         B Interest Amount), Party A must pay to Party B on that
                                                         Quarterly Payment Date (in return for payment by Party B of
                                                         the A$ Class B Interest Payment and in lieu of the Floating
                                                         Amounts that would otherwise be payable by Party A to Party
                                                         B on that Quarterly Payment Date) a proportion of the
                                                         Floating Amounts that would otherwise be payable by Party A
                                                         to Party B on that Quarterly Payment Date (including any
                                                         Unpaid Class B Interest Amounts) being the same proportion
                                                         as the A$ Class B Interest Payment bears to the Floating
                                                         Amounts payable by Party B to Party
</TABLE>

                                                                               4
<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                           <C>
                                                         A on that Quarterly Payment Date.

                                                         A failure by Party B to pay to Party A the full amount of
                                                         the Floating Amounts payable by Party B on a Quarterly
                                                         Payment Date, where Party B pays to Party A the A$ Class B
                                                         Interest Payment on that Quarterly Payment Date, does not
                                                         constitute a failure to pay for the purposes of Section
                                                         5(a)(i) of the Agreement if any of the Class A Notes are
                                                         outstanding on that Quarterly Payment Date.

6.     EXCHANGES

6.1    INITIAL EXCHANGE:

       Initial Exchange Date:                            Effective Date

       Party A Initial Exchange Amount:                  The A$ Equivalent of the Party B Initial Exchange Amount,
                                                         being A$[                            ]

       Party B Initial Exchange Amount:                  The aggregate Original Principal Balances of the Relevant
                                                         Notes on the Closing Date, being US$[             ]

                                                         Notwithstanding Section 2(a)(ii) of the Agreement, Party A
                                                         must pay the Party A Initial Exchange Amount to Party B by
                                                         4.00pm (Sydney time) on the Initial Exchange Date and Party
                                                         B must pay Party A the Party B Initial Exchange Amount by
                                                         4.00pm (New York  time) on the Initial Exchange Date.
                                                         Section 2(a)(v) of the Agreement will not apply to the
                                                         payments of the Initial Exchange Amounts.

6.2    INSTALMENT EXCHANGE:

       Instalment Exchange Date:                         Each Quarterly Payment Date (other than the Final Exchange
                                                         Date)

       Party A Instalment Exchange Amount:               In respect of an Instalment Exchange Date means the US$
                                                         Equivalent of the A$ Class B Principal Amount in relation
                                                         to the Quarterly Payment Date occurring on that Instalment
                                                         Exchange Date

       Party B Instalment Exchange Amount:               In respect of an Instalment Exchange Date means the
                                                         A$ Class B Principal Amount in relation to the Quarterly
                                                         Payment Date occurring on that Instalment Exchange Date

6.3    FINAL EXCHANGE:

       Final Exchange Date:                              Termination Date

       Party A Final Exchange Amount:                    The US$ Equivalent of the A$ Class B Principal Amount in
                                                         relation to the Quarterly Payment Date which is the Final
                                                         Exchange Date

</TABLE>

                                                                               5
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                                              <C>

       Party B Final Exchange Amount:                    The A$ Class B Principal Amount in relation to the
                                                         Quarterly Payment Date which is the Final Exchange Date
7.     EXCHANGE RATES:

       For the purpose of the definitions of
       "A$ EQUIVALENT" AND "US$   EQUIVALENT":

       US$ Exchange Rate:                                [                      ]

       A$ Exchange Rate:                                 [                      ]

8.     ACCOUNT DETAILS:

8.1    PAYMENTS TO PARTY A

       Account for payments in US$:                      The account notified in writing by Party A to Party B in
                                                         accordance with Part 5(3)(ii) of the Schedule to the
                                                         Agreement

       Account for payments in A$:                       The account notified in writing by Party A to Party B in
                                                         accordance with Part 5(3)(i) of the Schedule to the Agreement

8.2    PAYMENTS TO PARTY B

       Account for payments in US$:                      The account notified in writing by the Principal Paying
                                                         Agent to Party A in accordance with Part 5(2)(ii) of the
                                                         Schedule to the Agreement

       Account for payments in A$:                       The account notified in writing by Party B to Party A in
                                                         accordance with Part 5(2)(i) of the Schedule to the Agreement


9.     NOTIFICATIONS TO PARTY A                          On or before the Determination Time in respect of each
                                                         Quarterly Payment Date the Manager must notify Party A in
                                                         writing of:

                                                         (a)     the A$ Class B Principal Amount in relation to that
                                                                 Quarterly Payment Date;

                                                         (b)     the A$ Class B Interest Amount in relation to that
                                                                 Quarterly Payment Date;

                                                         (c)     the Unpaid A$ Class B Interest Amount (if any) in
                                                                 relation to that Quarterly Payment Date;

                                                         (d)     the A$ Class B Interest Payment in relation to that
                                                                 Quarterly Payment Date.


10.    OFFICES:                                          The Office of Party A for each Transaction is New York.
                                                         The Office of Party B for each Transaction is Sydney.

11.    TAXES                                             Section 2(d) of the Agreement is amended as it applies
                                                         to the Transaction as follows:
</TABLE>

                                                                               6
<PAGE>




                                    (i)      The word "if" is deleted at the
                                             beginning of Section 2(d)(i)(4) and
                                             the following words are inserted
                                             instead:

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

                                    (ii)     In Section 2(d)(ii) the words "(if
                                             and only if Y is Party A)" are
                                             inserted after the word "then" at
                                             the beginning of the last
                                             paragraph.

                                    Without prejudice to the above amendments,
                                    it is agreed that Party B:

                                    (iii)    is not obliged to pay in respect of
                                             the Transaction:

                                            (1)   any additional amount to Party
                                                  A under Section 2(d) (i)(4);
                                                  or

                                            (2)   any amount to Party A under
                                                  Section 2(d)(ii); and

                                    (iv)     will not receive payments under the
                                             Transaction from which deductions
                                             or withholdings have been made
                                             under Section 2(d).

                                    Provided that, notwithstanding the
                                    foregoing, Section 2(d)(i)(4) and Section
                                    2(d)(ii) will apply without any amendment
                                    with respect to any payment by Party B to
                                    Party A of interest on any amount calculated
                                    as being due by Party B in respect of any
                                    Early Termination Date in respect of the
                                    Transaction under Section 6(e) to the extent
                                    that payment of such amount is delayed by
                                    the operation of Part 5(7)(f) of the
                                    Agreement.

Please confirm that the above correctly sets out the terms of our agreement in
respect of each Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely



CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:

SIGNED for and on behalf of
DEUTSCHE BANK AG, NEW YORK BRANCH


By:

                     (Authorised Officer)

                                                                               7
<PAGE>

Name:

Title:



<TABLE>
<CAPTION>
<S>                                                    <C>
CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:          CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:

SIGNED for and on behalf of                            SIGNED for and on behalf of
PERPETUAL TRUSTEES AUSTRALIA                           MACQUARIE SECURITISATION LIMITED,
LIMITED, ABN 86 000 431                                ABN 16 003 297 336 827
as trustee of the PUMA Global Trust No. 1

By:                                                    By:
            (Authorised Officer)                                  (Authorised Officer)


                                      Name:
Name:



                                     Title:
Title:

</TABLE>
                                                                               8

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                              DEFINITIONS SCHEDULE

In this Confirmation and in the Agreement to the extent that it relates to the
PUMA Global Trust No. 1, unless the context otherwise requires:

"A$ CLASS B INTEREST PAYMENT" in relation to a Quarterly Payment Date means the
amount paid or available to be paid (as the case may be) on that Quarterly
Payment Date under clause 5.1(e)(i) of the Sub-Fund Notice in respect of the A$
Class B Interest Amount and Unpaid A$ Class B Interest Amount on that Quarterly
Payment Date.

"A$ CLASS B PRINCIPAL AMOUNT" has the same meaning as in the Sub-Fund Notice.

"A$ EQUIVALENT" has the same meaning as in the Sub-Fund Notice.

"AGENCY AGREEMENT" means the Agency Agreement [dated on or about the date of
this Confirmation] between Party B, the Manager, The Bank of New York, New York
Branch and The Bank of New York, London Branch.

"AUD-BBR-BBSW" means that the rate for a Reset Date will be the rate expressed
as a percentage per annum appearing on the Reuters Screen Page "BBSW" at
approximately 10.10am Sydney time on that Reset Date for a bill of exchange
having a tenor equal to the Designated Maturity, as being the average of the
mean buying and selling rates appearing on that page for such a bill of exchange
rounded to four decimal places. If fewer than four banks quote on the Reuters
Screen page "BBSW", the rate for that date and specified term will be calculated
as above by taking the rates otherwise quoted by 4 banks on application by the
Calculation Agent for such a bill of the same tenor, eliminating the highest and
lowest mean rates and taking the average of the remaining mean rates rounded to
four decimal places. If a rate cannot be determined in accordance with the
foregoing procedures, then AUD-BBR-BBSW means such rate as is specified in good
faith by the Calculation Agent at or around that time on that date, having
regard, to the extent possible, to comparable indices then available as to the
rates otherwise bid and offered for such bills of that tenor around that time.

"CLASS B INTEREST PAYMENT" means, on any Quarterly Payment Date, the Floating
Amounts payable by Party A under paragraph 5.1 of this Confirmation, as adjusted
(if appropriate) in accordance with paragraph 5.3 of this Confirmation.

"DETERMINATION TIME" in relation to a Quarterly Payment Date means on or about
11.00am Sydney time 5 Business Days prior to that Quarterly Payment Date.

"NOTE CONDITIONS" means the terms and conditions of the Relevant Notes annexed
to the Relevant Notes.

"NOTE TRUST DEED" means the Note Trust Deed [dated on or about the date of this
Confirmation] between Party B, the Manager and the Relevant Note Trustee.

"OUTSTANDING A$ CLASS B INTEREST AMOUNT" in relation to a Floating Rate Payer
Payment Date means the aggregate amount of the Floating Amounts referred to in
paragraph 5.2 with respect to the immediately preceding Floating Rate Payer
Payment Date which were not paid by Party B on that Floating Rate Payer Payment
Date as a result of the operation of paragraph 5.3.

"OUTSTANDING CLASS B INTEREST AMOUNT" in relation to a Floating Rate Payer
Payment Date means the aggregate amount of the Floating Amounts referred to in
paragraph 5.1 with respect to the immediately preceding Floating Rate Payer
Payment Date which were not paid by Party A on that Floating Rate Payer Payment
Date as a result of the operation of paragraph 5.3.

"RATE PAGE" means Telerate Page 3750 or, if Telerate Page 3750 ceases to quote
the relevant rate, such other page, section or part of Telerate as quotes the
relevant rate and is selected by the Calculation Agent



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or, if there is no such page, section or part of such other page, section or
part of a different screen information service as quotes the relevant rate
selected by the Calculation Agent and approved by the Relevant Note Trustee.

"RELEVANT AGENT BANK" means The Bank of New York, New York Branch or, if the
Bank of New York is removed or retires as Agent Bank under the Agency Agreement,
any person appointed from time to time in its place in accordance with the
Agency Agreement.

"RELEVANT NOTEHOLDERS" means the Class B Noteholders as that term is defined in
the Note Trust Deed.

"RELEVANT NOTES" means the Class B Notes issued by Party B under the Note Trust
Deed.

"RELEVANT NOTE TRUSTEE" means The Bank of New York, New York Branch or, if the
Bank of New York is removed or retires as the trustee for the Relevant
Noteholders, any person appointed from time to time in its place in accordance
with the Note Trust Deed.

"RELEVANT PRINCIPAL PAYING AGENT" means The Bank of New York, New York Branch
or, if the Bank of New York is removed or retires as Principal Paying Agent
under the Agency Agreement, any person appointed from time to time in its place
in accordance with the Agency Agreement.

"SECURITY TRUST DEED" means the Security Trust Deed dated [on or about the date
of this Confirmation] between Party B, the Manager, the Relevant Note Trustee
and Perpetual Trustee Company Limited ABN 42 001 001 007.

"SUB-FUND NOTICE" means the Sub-Fund Notice dated [on or about the date of this
Confirmation] between Party B and the Manager.

"UNPAID A$ CLASS B INTEREST AMOUNT" in relation to a Floating Rate Payer Payment
Date means the aggregate of the Floating Amounts referred to in paragraphs
5.2(B) and (C) with respect to that Floating Rate Payer Payment Date.

"UNPAID CLASS B INTEREST AMOUNT" in relation to a Floating Rate Payer Payment
Date means the aggregate of the Floating Amounts referred to in paragraphs
5.1(B) and (C) with respect to that Floating Rate Payer Payment Date.

"US$ EQUIVALENT" in relation to an amount which is calculated, determined or
expressed in A$, or which includes a component determined or expressed in A$,
means that A$ amount or A$ component (as the case may be) multiplied by the US$
Exchange Rate.

"USD-LIBOR-BBA" has the meaning ascribed to that term in the 2000 ISDA
Definitions except that:

(a)         reference to "London Banking Days" in section 7.1(w)(xvii) of the
            Annex to the 2000 ISDA Definitions is replaced with reference to
            "London/New York Business Days" as that expression is defined in the
            Note Conditions;

(b)         reference to "Telerate Page 3750" in section 7.1(w)(xvii) of the
            Annex to the 2000 ISDA Definitions is replaced with reference to
            "Rate Page" (as defined above); and

(c)         the interest rate so determined will be rounded to four decimal
            places,

and that if USD-LIBOR-BBA cannot be determined in accordance with the 2000 ISDA
Definitions as varied above (including endeavouring to determine a rate under
the definition of "USD-LIBOR-Reference banks" in section 7.1(w)(xx)), it will
remain as the most recently determined rate obtained from a Rate Page for a
preceding Calculation Period.

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Terms defined in the Note Conditions (including by incorporation by reference)
have the same meaning in this Confirmation unless otherwise defined in this
Confirmation.


















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