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                                                                   EXHIBIT 10.49

(MULTICURRENCY -- CROSS BORDER)

                                  [ISDA LOGO]

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                           dated as of 3 DECEMBER 2003

BNP Paribas ABN 23 000 000 117 ("Party A")     Australian Railroad Group Pty Ltd
         ____________________________________ and ABN 68 080 579 308 ("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.

                  (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.

       Copyright (c) 1992 by International Swap Dealers Association, Inc.

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         (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 make and receive payments or deliveries.

         (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 (I)
                                    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.

                                        2                           ISDA(R) 1992

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                  (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);

                           (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 to the performance of any
         payment obligation will, to the extent permitted by law 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 authorise 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 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, reorganisation, 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)).

                                        3                           ISDA(R) 1992

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         (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 a party.

         (c)      ABSENCE OF LITIGATION. There is not pending or, in 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 REPRESENTATIONS. 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

         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 AUTHORISATIONS. 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 with
         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,

                                        4                           ISDA(R) 1992

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         organised, managed 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;

                  (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

                                        5                           ISDA(R) 1992

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                  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); (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 end 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 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

                                        6                           ISDA(R) 1992

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         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));

                  (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.

                                        7                           ISDA(R) 1992

<PAGE>

         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)(l), (3), (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

                           (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

                                        8                           ISDA(R) 1992

<PAGE>

                  continuing, designate a day not earlier than the day such
                  notice is effective as an Early Termination Date in respect of
                  all Affected Transactions.

         (e)      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 farther 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 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 me
                           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

                                        9                           ISDA(R) 1992
<PAGE>

                  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.

                  (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 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.

                                                                    ISDA(R) 1992

                                       10
<PAGE>

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); and

(b)      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 to converting the currency so tendered into the Contractual
Currency, of the full amount 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 payment
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.

(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.

                                                                    ISDA(R) 1992

                                       11
<PAGE>

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.

(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
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 tight, 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.

(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 bold harmless the other party
for 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

                                                                    ISDA(R) 1992

                                       12
<PAGE>

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 answerback 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.

(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

                                                                    ISDA(R) 1992

                                       13
<PAGE>

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

                                                                    ISDA(R) 1992

                                       14
<PAGE>

"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 jurisdiction 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 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 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
reestablishing 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

                                                                    ISDA(R) 1992

                                       15
<PAGE>

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 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 reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon 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 such 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 cost) 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 (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 meanings specified in the Schedule.

                                                                    ISDA(R) 1992

                                       16
<PAGE>

"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.

"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 (of, 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 than 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 (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

                                                                    ISDA(R) 1992

                                       17
<PAGE>

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 (b) 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.

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.

BNP Paribas                                    Australian Railroad Group Pty Ltd
---------------------------                    ---------------------------------
     (Name of Party)                                    (Name of Party)

By: /s/ Prema Balakrishnan                         /s/ Angela Flannery
    ----------------------------                   -----------------------------
    Name: Prema Balakrishnan                       Name: Angela Flannery
    Title: Head Project Finance & Utilities        Title: Attorney
    Date:                                          Date: 3 December 2003

By: /s/ Kevin Jamieson
    ----------------------------
        Kevin Jamieson
        Director Project Finance & Utilities

                                                                    ISDA(R) 1992

                                       18
<PAGE>
                                    SCHEDULE

                                     to the

                              ISDA Master Agreement

                          dated as of 3 December 2003

                                     between

                   BNP PARIBAS, ABN 23 000 000 117 ("PARTY A")

                                       and

        AUSTRALIAN RAILROAD GROUP PTY LTD, ABN 68 080 579 308 ("PARTY B")

PART 1:  TERMINATION PROVISIONS

         (a)      "SPECIFIED ENTITY" will not apply to Party A or to Party B.

         (b)      "SPECIFIED TRANSACTION" will have the meaning specified in
                  Section 14 of this Agreement.

         (c)      The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply
                  to Party A and to Party B.

                  "SPECIFIED INDEBTEDNESS" means any obligation (whether present
                  or future, contingent or otherwise, as principal or surety or
                  otherwise) in respect of money borrowed or raised (other than
                  deposits received in the ordinary course of a party's banking
                  business) or under any finance lease, redeemable preference
                  share, letter of credit, Specified Transaction, guarantee or
                  indemnity.

                  "THRESHOLD AMOUNT" means, in the case of Party A, A$50,000,000
                  or its equivalent in any other currency or currencies and, in
                  the case of Party B, A$25,000,000 or its equivalent in any
                  other currency or currencies.

         (d)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
                  will apply to Party A and to Party B.

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

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

                  (i)      Market Quotation will apply; and

                  (ii)     the Second Method will apply.

         (g)      "TERMINATION CURRENCY" means Australian dollars.

         (h)      ADDITIONAL TERMINATION EVENT will not apply.

PART 2:  TAX REPRESENTATIONS

         (a)      PAYER TAX REPRESENTATIONS

                  For the purpose of Section 3(e) of this Agreement, each of
                  Party A and Party B represent that it is not required by any
                  applicable law, as modified by the practice of any relevant
                  governmental revenue authority, of any Relevant Jurisdiction
                  to make any deduction or withholding for or on account of any
                  Tax from any payment (other than interest under Section 2(e),
                  6(d)(ii) or 6(e) of

                                                                               1
<PAGE>

                  this Agreement) to be made by it to the other party under this
                  Agreement. In making this representation, it may rely on:

                  (i)      the accuracy of any representations made by the other
                           party under 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 the other party pursuant to Section
                           4(a)(i) or 4(a)(iii) of this Agreement; and

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

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

         (b)      PAYEE TAX REPRESENTATIONS

                  For the purposes of Section 3(f) of this Agreement:

                  (i)      Party A makes the following representation:

                           Though it is not a resident of Australia for the
                           purposes of the Australian income tax legislation, it
                           does derive payments and pay taxes in Australia as a
                           business with a permanent establishment of itself in
                           that country and it does not derive payments under
                           this Agreement in part or in whole in carrying on a
                           business in a country outside Australia at or through
                           a permanent establishment of itself in such other
                           countries.

                  (ii)     Party B makes the following representation:

                           It is an Australian resident and does not derive the
                           payments under this Agreement in part or in whole in
                           carrying on a business in a country outside Australia
                           at or through a permanent establishment of itself in
                           such other countries.

PART 3:  AGREEMENT TO DELIVER DOCUMENTS

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

(a)      TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: Any form,
         document or certificate requested pursuant to Section 4(a)(iii) of this
         Agreement.

         PARTY REQUIRED TO DELIVER: Party A and Party B

         DATE BY WHICH TO BE DELIVERED: On the earlier of (i) learning that such
         form, document or certificate is required and (ii) promptly following a
         reasonable demand by the other party.

(b)      OTHER DOCUMENTS TO BE DELIVERED ARE: A list of authorised signatories,
         including specimen signatures, for the party and evidence reasonably
         satisfactory to the other party of the due authorisation of the
         signatories to this Agreement and each Confirmation and any other
         notice or communication in relation to this Agreement on behalf of the
         party.

         PARTY REQUIRED TO DELIVER: Party A and Party B.

         DATE BY WHICH TO BE DELIVERED: On execution of this Agreement, when the
         list of signatories is updated and at any other time on the reasonable
         request of the other party.

                                                                               2
<PAGE>

Each of the foregoing documents is covered by the representation contained in
Section 3(d) of this Agreement.

PART 4:  MISCELLANEOUS

(a)      (ADDRESS FOR NOTICES) For the purpose of Section 12(a) the notice
         details of the parties are as follows:

         PARTY A

         Notices or communications to Party A with respect to each Transaction
         shall be sent to the address of the relevant Office set forth below or
         as specified in the relevant Confirmation or as otherwise notified by
         Party A to Party B. In addition, copies of each notice or communication
         given to Party A pursuant to Section 5 or 6 of this Agreement shall be
         sent to BNP Paribas, London Branch, 10 Harewood Avenue, London NW1 6AA,
         and BNP Paribas, Hong Kong Branch, 10/F, Central Tower, 28 Queen's Road
         Central Hong Kong, Attn: Legal and Transaction Management Group.

         Address:                     BNP Paribas Sydney Branch
                                      60 Castlereagh Street
                                      GPO Box 269
                                      Sydney NSW 2000

         Attention:                   Head of Legal and Transaction
                                      Management Group - Hong Kong
         Facsimile:                   (852) 2108 5810

         Telephone:                   (852) 2108 5110
         Telex:                       65388
         Answerback:                  BNPID HX

         PARTY B

         Address:                     2-10 Adams Drive
                                      WELSHPOOL WA 6106

         Attention:                   John Cleland
         Facsimile:                   +61 8 9212 2730
         Electronic Messaging System: JCleland@arg.net.au

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

         Party A appoints as its Process Agent: BNP Paribas Sydney Branch, 60
         Castlereagh 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:

         (i)      Party A is not a Multibranch Party.

         (ii)     Party B is not a Multibranch Party.

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

                                                                               3
<PAGE>

         obligations as Calculation Agent hereunder shall not be construed as an
         Event of Default or Termination Event.

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

         Party A: Not applicable.

         Party B: The Common Terms Deed.

(g)      CREDIT SUPPORT PROVIDER.

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

         Credit Support Provider means in relation to Party B:

         (i)      ARG Financing Pty Ltd, ACN 094 806 078, Australia Southern
                  Railroad Pty Limited, ACN 079 444 296, AWR Holdings WA Pty
                  Ltd, ACN 094 693 562, Australia Western Railroad Pty Ltd, ACN
                  094 792 275, WestNet Rail Pty Ltd, ACN 094 721 301, Australian
                  Railroad Group Employment Pty Ltd, ACN 087 891 601, WestNet
                  NarrowGauge Pty Ltd, ACN 094 736, 900 and WestNet
                  StandardGauge Pty Ltd, ACN 094 819 360, in each case during
                  the period that person is a "Guarantor" under the Common Terms
                  Deed; and

         (ii)     any other entity agreed in writing by the parties to be a
                  Credit Support Provider for the purposes of this Agreement.

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

                  "submits to the non-exclusive jurisdiction of the courts of
                  New South Wales."

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

(j)      "AFFILIATE" has the meaning given in Section 14 of this Agreement.

         Party A will be deemed to have no Affiliates for the purposes of
         Section 3(c).

         Party B's Affiliates for the purposes of Section 3(c) are deemed to be
         ARG Financing Pty Ltd, ACN 094 806 078, Australia Southern Railroad Pty
         Limited, ACN 079 444 296, AWR Holdings WA Pty Ltd, ACN 094 693 562,
         Australia Western Railroad Pty Ltd, ACN 094 792 275, WestNet Rail Pty
         Ltd, ACN 094 721 301, Australian Railroad Group Employment Pty Ltd, ACN
         087 891 601, WestNet NarrowGauge Pty Ltd, ACN 094 736, 900 and WestNet
         StandardGauge Pty Ltd, ACN 094 819 360, in each case during the period
         that person is a "Guarantor" under the Common Terms Deed, together with
         any other entity agreed in writing by the parties to be an Affiliate
         for the purposes of this Agreement.

(k)      TRANSACTION DOCUMENTS. Party A and Party B irrevocably agree that this
         Agreement and each Confirmation is a "Hedging Agreement" for the
         purposes of the Common Terms Deed.

                                                                               4
<PAGE>

PART 5:  OTHER PROVISIONS

5.1      DEFINITIONS AND INTERPRETATION:

         (a)      (DEFINITIONS)

                  (i)      Insert the following definition in Section 14:

                           "COMMON TERMS DEED" means the deed so entitled dated
                           on or about 1 December 2003 between Party B, Party A
                           and others."

                  (ii)     Unless otherwise defined in this Agreement, or the
                           context otherwise requires, expressions defined in
                           the Common Terms Deed have the same meaning when used
                           in this Agreement and will continue to apply
                           notwithstanding any termination or avoidance of the
                           Common Terms Deed.

                  (iii)    ISDA DEFINITIONS. The definitions and provisions
                           contained in the respective ISDA Definitions
                           specified below are incorporated into each
                           Confirmation of a Transaction between the parties
                           which is, or is described in its Confirmation as
                           being, of the type specified below. If there is an
                           inconsistency between those definitions and
                           provisions and any such Confirmation, the
                           Confirmation prevails.

<TABLE>
<CAPTION>
TYPES OF TRANSACTIONS                 ISDA DEFINITIONS
---------------------                 ----------------
<S>                                   <C>
Currency option transaction or FX     1998 FX and Currency Option Definitions
transaction                           as published by International Swaps and
                                      Derivatives Association, Inc., the
                                      Emerging Markets Traders Association and
                                      the Foreign Exchange Committee.

Forward rate agreement                2000 ISDA Definitions and Annex to the
                                      2000 ISDA Definitions as published by
                                      International Swaps and Derivatives
                                      Association Inc. (the "2000 ISDA
                                      DEFINITIONS").
</TABLE>

                           In the event of any inconsistency between the
                           provisions of this Agreement and any of the above
                           definitions, this Agreement will prevail.

         (b)      (INTERPRETATION)

                  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
                           will be taken to be a reference to a "Swap
                           Transaction" for the purpose of interpreting the 2000
                           ISDA Definitions.

5.2      PAYMENTS

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

                                                                               5
<PAGE>

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

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

                           "Unless specified otherwise in this Agreement,
                           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, 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."

5.3      GENERAL CONDITIONS

         A new Section 2(a)(iv) is inserted as follows:

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

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

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

5.4      REPRESENTATIONS

         (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 a bank
                           authorised to carry on banking business in the
                           Commonwealth of Australia, Section 16 or (as
                           applicable) Section 13A(3) of the Banking Act 1959
                           (Commonwealth) and Section 86 of the Reserve Bank Act
                           1959 (Commonwealth)".

         (b)      Section 3 is amended by adding the following paragraph (g) at
                  the end of it:

                  "(g)     RELATIONSHIP BETWEEN PARTIES:

                           (i)      NON-RELIANCE. It is acting as principal and
                                    not as agent or in any other capacity,
                                    fiduciary or otherwise, 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 upon advice
                                    from such advisors as it has deemed
                                    necessary. It is not relying on any
                                    communication (written or oral) of the other
                                    party as investment advice or as a
                                    recommendation to enter into that
                                    Transaction. Information and explanations
                                    related to the terms and conditions of a
                                    Transaction shall not be considered
                                    investment advice or a recommendation to
                                    enter into that Transaction. It has not
                                    received from the other party any written or
                                    oral assurance or guarantee as to the
                                    expected results of that Transaction, and no
                                    communication (written or

                                                                               6
<PAGE>

                                    oral) received from the other party shall be
                                    deemed to be an assurance or guarantee as to
                                    the expected results of that Transaction.

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

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

5.5      SET-OFF

         A new Section 6(f) is inserted as follows:

                  "Any amount (the "EARLY TERMINATION AMOUNT") payable to one
                  party (the "PAYEE") by the other party (the "PAYER") under
                  Section 6(e), in circumstances where there is a Defaulting
                  Party or an Affected Party, will, at the option of the party
                  ("X") other than the Defaulting Party or the Affected Party
                  (and without prior notice to the Defaulting Party or the
                  Affected Party), be reduced by its set-off against any
                  amount(s) (the "OTHER AGREEMENT AMOUNT") payable (whether at
                  such time or in the future or upon the occurrence of the
                  contingency) by the Payee to the Payer (irrespective of the
                  currency, place of payment or booking office of the
                  obligation) under any other agreement(s) (the "OTHER
                  AGREEMENT") between the Payee and the Payer (and the Other
                  Agreement Amount will be discharged pro tanto). X will give
                  notice to the other party of any set-off so effected.

                  For this purpose, either the Early Termination Amount or the
                  Other Agreement Amount (or the relevant part of such amounts)
                  may be converted at the applicable prevailing exchange rate
                  into the currency in which the other is denominated.

                  If an obligation is unascertained, X may in good faith
                  estimate that obligation and set-off in respect of the
                  estimate, subject to the relevant party accounting to the
                  other when the obligation is ascertained.

                  Nothing in this paragraph shall be effective to create a
                  charge or other security interest. This Section shall be
                  without prejudice and in addition to any right of set-off
                  combination of account, lien or other right to which any party
                  is at any time otherwise entitled (whether by operation of
                  law, contract or otherwise)."

5.6      NOTICES

         (a)      Section 12(a)(iii) is replaced with:

                  "(iii)   if sent by facsimile transmission, at the local time
                           (in the place of receipt of that facsimile) which
                           then equates to the time at which that facsimile was
                           sent as shown on the transmission report which is
                           produced by the machine from which that facsimile is
                           sent and which confirms transmission of that
                           facsimile in its entirety;"

         (b)      Insert an additional Section 12(a)(vi) as follows:

                  "(vi)    if sent by prepaid post, on the second day after
                           posting."

                                                                               7
<PAGE>

5.7      RECORDED CONVERSATIONS

         Each party:

         (a)      consents to the electronic recording of the telephone
                  conversations of trading and marketing personnel of that party
                  in connection with this Agreement or any potential
                  Transaction;

         (b)      agrees to obtain any necessary consent of, and give notice of
                  such recording to, such personnel of it; and

         (c)      consents to such recording being used as evidence in court
                  proceedings or arbitration.

5.8      POTENTIAL EVENT OF DEFAULT

         The references to "Potential Event of Default" in Sections 2(a)(iii)
         and 3(b) of this Agreement shall be disregarded.

5.9      FRA BASIS

         Unless expressly agreed otherwise in respect of a particular
         Transaction, the following provisions apply to any Transaction which
         is, or is described in its Confirmation to be, an AUD or NZD forward
         rate agreement ("FRA"), or an AUD or NZD rate cap transaction, rate
         collar transaction or rate floor transaction.

         For the purpose of the following provisions, the rate cap part of a
         rate collar transaction is to be treated as a rate cap transaction and
         the rate floor part of a rate collar transaction is to be treated as a
         rate floor transaction.

         Despite sections 6 and 8.4(b) of the 2000 ISDA Definitions, on each
         Payment Date:

         (a)      in the case of an FRA:

                  (i)      if the Floating Rate exceeds the Fixed Rate, then the
                           Floating Rate Payer must pay the absolute value of
                           the FRA Amount to the Fixed Rate Payer; and

                  (ii)     if the Fixed Rate exceeds the Floating Rate, then the
                           Fixed Rate Payer must pay the FRA Amount to the
                           Floating Rate Payer;

         (b)      in the case of a rate cap transaction, if the Floating Rate
                  exceeds the Fixed Rate, then the Floating Rate Payer (Seller)
                  must pay the absolute value of the FRA Amount to the Fixed
                  Rate Payer (Buyer). (No corresponding payment is due from the
                  Fixed Rate Payer to the Floating Rate Payer);

         (c)      in the case of a rate floor transaction, if the Fixed Rate
                  exceeds the Floating Rate, then the Floating Rate Payer
                  (Seller) must pay the FRA Amount to the Fixed Rate Payer
                  (Buyer). (No corresponding payment is due from the Fixed Rate
                  Payer to the Floating Rate Payer).

         The "FRA AMOUNT" is calculated in accordance with the following
         formula:

         CA X 36500 X [1/36500+(R(1)X ND) - 1/36500 + (R(2) X ND)]

         where:

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<PAGE>

         CA       =        Calculation Amount

         R(1)     =        in the case of an FRA, the Floating Rate on the
                           Payment Date (expressed as a number and not a
                           percentage, eg 8.1875 not 8.1875%), or in the case of
                           a rate cap transaction or a rate floor transaction,
                           the Floating Rate (plus or minus the Spread, if any)
                           calculated disregarding section 6.2(a)(i) and section
                           6.2(a)(ii) of the 2000 ISDA Definitions.

         R(2)     =        in the case of an FRA, the Fixed Rate (expressed as a
                           number and not a percentage), or in the case of a
                           rate cap transaction or a rate floor transaction, the
                           cap rate or the floor rate respectively.

         ND       =        the actual number of days in the Calculation Period.

         Unless otherwise agreed, the Relevant Rate:

         (a)      in the case of A$ FRAs is "AUD-BBR-BBSW"; and

         (b)      in the case of NZD FRAs is "NZD-BBR-FRA".

5.10     SPOT RATE

         The time for determining a Spot Rate for the purpose of exercising an
         FX option as per Section 1.16(e) of the 1998 FX and Currency Option
         Definitions published by International Swaps and Derivatives
         Association Inc is to be determined, for a European option, as at the
         Expiration Time, and for an American option or a Bermuda option, as at
         the time when the Notice of Exercise is given.

5.11     TAX EVENT

         Section 5(b)(ii) is amended by deleting the words ", or there is a
         substantial likelihood that it will," from line four thereof.

5.12     FORCE MAJEURE

         Section 5(b) is amended by including the following:

         "(vi)    FORCE MAJEURE EVENT. After giving effect to any applicable
                  provision, disruption, fallback or remedy specified in, or
                  pursuant to, the relevant Confirmation or elsewhere in this
                  Agreement, by reason of force majeure or act of state
                  occurring after a Transaction is entered into, on any day:-

                  (1) the Office through which such party (which will be the
                  Affected Party) makes and receives payments or deliveries with
                  respect to such Transaction is prevented from performing any
                  absolute or contingent obligation to make a payment or
                  delivery in respect of such Transaction, from receiving a
                  payment or delivery in respect of such Transaction or from
                  complying with any other material provision of this Agreement
                  relating to such Transaction (or would be so prevented if such
                  payment, delivery or compliance were required on that day), or
                  it becomes impossible or impracticable for such Office so to
                  perform, receive or comply (or it would be impossible or
                  impracticable for such Office so to perform, receive or comply
                  if such payment, delivery or compliance were required on that
                  day); or

                  (2) such party or any Credit Support Provider of such party
                  (which will be the Affected Party) is prevented from
                  performing any absolute or contingent obligation to make a
                  payment or delivery which such party or Credit Support
                  Provider has under any Credit Support Document relating to
                  such Transaction, from receiving a payment or delivery

                                                                               9
<PAGE>

                  under such Credit Support Document or from complying with any
                  other material provision of such Credit Support Document (or
                  would be so prevented if such payment, delivery or compliance
                  were required on that day), or it becomes impossible or
                  impracticable for such party or Credit Support Provider so to
                  perform, receive or comply if such payment, delivery or
                  compliance were required on that day),

                  so long as the force majeure or act of state is beyond the
                  control of such Office, such party or such Credit Support
                  Provider, as appropriate, and such Office, party or Credit
                  Support Provider could not, after using all reasonable efforts
                  (which will not require such party or Credit Support Provider
                  to incur a loss, other than immaterial, incidental expenses),
                  overcome such prevention, impossibility or impracticability;"

         The following consequential amendments will also be made:

         (i)      Section 5(b) will be amended by adding "or a Force Majeure
                  Event if the event is specified in (vi) below" after
                  "specified in (iii) below" in the fourth line;

         (ii)     Section 5(c) will be amended by adding the following sentence
                  at the end, "If an event or circumstance which would otherwise
                  constitute or give rise to an Event of Default also
                  constitutes a Force Majeure Event, it will be treated as a
                  Force Majeure Event and will not constitute an Event of
                  Default.";

         (iii)    Section 6(b)(ii) will be amended by adding the words ", a
                  Force Majeure Event under Section 5(b)(vi)" immediately after
                  the words "If either an Illegality under Section 5(b)(i)(1)"
                  in the first sentence;

         (iv)     Section 6(b)(iii) will be amended by adding the words ", a
                  Force Majeure Event under Section 5(b)(vi)" immediately after
                  the words "If an Illegality under Section 5(b)(i)(1)" at the
                  start of the sentence;

         (v)      Section 6(b)(iv)(2) will be amended by adding the words ", a
                  Force Majeure Event under Section 5(b)(vi)" immediately after
                  the words "An Illegality under Section 5(b)(i)(2)," at the
                  start of the sentence;

         (vi)     Section 6(b)(iv) will be amended by adding the words "or a
                  Force Majeure Event," immediately after the words "either
                  party in the case of an Illegality";

         (vii)    The definition of "Affected Transactions" in Section 14 will
                  be amended by adding the words "a Force Majeure Event,"
                  immediately after the words "consisting of an Illegality,";

         (viii)   Section 14 will be amended by the inclusion of a new
                  definition as follows:

                  ""Force Majeure Event" has the meaning specified in Section
                  5(b)(vi)"; and

         (ix)     The definition of "Termination Event" is amended to include
                  the words "a Force Majeure Event" after the word "Illegality"
                  in the first line.

5.13     DEFAULT INTEREST

         Section 2(e) of this Agreement is hereby amended by the deletion of the
         final sentence and the substitution of the following therefor:

         "If, prior to the occurrence or effective designation of an Early
         Termination Date, a party defaults in the performance of any obligation
         required to be settled by delivery, it will indemnify the other party
         on demand for any costs, losses or expenses (including the costs of
         borrowing the shares or other equity securities, bonds or other debt
         securities or other

                                                                              10
<PAGE>

         instrument or commodity as the case may be, if applicable) resulting
         from such default. A certificate signed by the deliveree setting out
         such costs, losses or expenses in reasonable detail will be sufficient
         evidence that they have been incurred unless the contrary is proved."

5.14     DEFAULT CAUSED BY ILLEGALITY

         An Event of Default pursuant to Section 5(a)(vi) shall not be deemed to
         have occurred if it is caused by an event that would constitute an
         Illegality if it occurred in connection with this Agreement and there
         has been no acceleration of the Specified Indebtedness affected by any
         such event.

5.15     EVENTS OF DEFAULT

         Section 5 (a) of the Agreement is amended by inserting the following at
         the end of subsection (vii) (3) thereof:

         "or a notice is sent convening a meeting to propose a voluntary
         arrangement of its creditors"

5.16     ESCROW

         If, by reason of the time difference between the cities in which
         payments are to be made, it is not possible for simultaneous payments
         to be made on any date on which both parties are requested to make
         payments hereunder, either party (the "Appointing Party") may at its
         option and in its sole discretion notify the other party that payments
         on that date shall be made in escrow. In this case deposit of the
         payment due earlier on that date shall be made by 2.00 pm (local time
         at the place for earlier payment) on that date with an escrow agent
         (the "Escrow Agent") selected by the Appointing Party, accompanied by
         irrevocable payment instructions (i) to release the deposited payment
         to the intended recipient upon receipt by the Escrow Agent of the
         required deposit of the corresponding payment from the other party on
         the same date accompanied by irrevocable payment instructions to the
         same effect or (ii) if the required deposit of the corresponding
         payment is not made on the same date, to return the payment deposited
         to the party that paid it into escrow. The Appointing Party shall pay
         the costs of the escrow arrangements and shall cause those arrangements
         to provide that the intended recipient of the payment due to be
         deposited first shall be entitled to interest on that deposited payment
         for each day in the period of its deposit at the rate offered by the
         Escrow Agent for that day for overnight deposits (at 11:00 am local
         time on that day) if that payment is not released by 5:00pm local time
         on the date it is deposited for any reason other than the intended
         recipient's failure to make the escrow deposit it is required to make
         hereunder in a timely fashion. Furthermore, the Appointing Party shall
         bear the risk of any failure of the Escrow Agent fully and promptly to
         perform its obligations as contemplated in this provision. Any amounts
         payable under this Agreement by the Appointing Party which are not
         received by the other party on the due date shall remain due and
         payable by the Appointing Party as of such date. Any amounts due from
         the other party which have been paid to the Escrow Agent in accordance
         with this provision (and any instructions in connection therewith given
         by the Appointing Party) shall be treated as having been paid by such
         other party and received by the Appointing Party as of the date on
         which they were paid to the Escrow Agent."

                                                                              11
<PAGE>

BNP PARIBAS, ABN 23 000 000 117               AUSTRALIAN RAILROAD GROUP PTY LTD,
                                              ABN 68 080 579 308

By: /s/ Prema Balakrishnan                    By: /s/ Angela Flannery
    ---------------------------------             ------------------------------
Name:   Prema Balakrishnan                    Name:   Angela Flannery
Title:  Head Project Finance & Utilities      Title:  Attorney

By: /s/ Kevin Jamieson
    ---------------------------------
Name:   Kevin Jamieson
Title:  Director Project Finance & Utilities

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