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                                                                   EXHIBIT 10.50

(Multicurrency -- Cross Border)

                                    ISDA(R)

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                           Dated as of 3 DECEMBER 2003

National Australia Bank Limited    and    Australian Railroad Group Pty Limited
ABN 12 004 044 937 ("Party A")            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 @ 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 in 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 any 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, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

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

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

(f)      PAYEE TAX 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,


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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

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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 and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

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

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

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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.

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6.       EARLY TERMINATION

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

(c)      EFFECT OF DESIGNATION.

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

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

(d)      CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days after
         the day on which notice of the amount payable is effective (in the case
         of an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

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

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

                           (1)      FIRST METHOD AND MARKET QUOTATION. If the
                           First Method and Market Quotation apply, the
                           Defaulting Party will pay to the Non-defaulting Party
                           the excess, if a positive number, of (A) the sum of
                           the Settlement Amount (determined by the
                           Non-defaulting Party) in respect of the Terminated
                           Transactions and the Termination Currency Equivalent
                           of the Unpaid Amounts owing to the Non-defaulting
                           Party over (B) the Termination Currency Equivalent of
                           the Unpaid Amounts owing to the Defaulting Party.

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

                           (3)      SECOND METHOD AND MARKER 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
<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.

                                       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 in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the 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.

                                       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 right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

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

10.      OFFICES; MULTIBRANCH PARTIES

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

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

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

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
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

                                       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

                                       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.

                                       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

                                       15

                                                                     ISDA(R)1992
<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.

                                       16

                                                                     ISDA(R)1992
<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 (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

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

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other 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

                                       17

                                                                     ISDA(R)1992
<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.

National Australia Bank Limited           Australian Railroad Group Pty Limited
-------------------------------           -------------------------------------
       (Name of Party)                               (Name of Party)

By:  /s/ David Sidoti                     By:  /s/Angela Flannery
---------------------------------         --------------------------------------
   Name:  David Sidoti                       Name:  Angela Flannery
   Title: Director, Project Advisory         Title: Attorney
   Date:                                     Date:  3 December 2003

                                       18

                                                                     ISDA(R)1992
<PAGE>

                                    SCHEDULE

                                     to the

                              ISDA Master Agreement

                          dated as of 3 December 2003

                                     between

         NATIONAL AUSTRALIA BANK LIMITED, ABN 12 004 044 937 ("PARTY A")

                                       and

      AUSTRALIAN RAILROAD GROUP PTY LIMITED, 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 or under any finance lease,
         redeemable preference share, letter of credit, futures contract or a
         transaction of a type described in the last 6 lines of the definition
         of Specified Transaction as amended by this Schedule.

         "THRESHOLD AMOUNT" means, with respect to Party A to this Agreement,
         any applicable Credit Support Provider or any applicable Specified
         Entity, 3% of the total shareholders' equity of Party A, Credit Support
         Provider or Specified Entity, as the case may be or its equivalent in
         any other currency, as appearing from the latest public audited
         financial statements of that entity or, if no such financial statements
         are available, the total shareholders' equity which at such time would
         appear on a balance sheet of such entity prepared in accordance with
         generally accepted accounting principles, consistently applied, and
         with respect to Party B of this Agreement AUD25,000,000.00 (Twenty Five
         million Australian Dollars).

(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

                                                                               1
<PAGE>

         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 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.

         However, 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, Party A and Party B
         make 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.

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

PART 4:  MISCELLANEOUS

                                                                               2
<PAGE>

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

         PARTY A

         Address:                     Level 11
                                      120 Spencer Street
                                      Melbourne Vic 3000, Australia

         Attention:                   Manager Documentation
         Facsimile:                   +61 3 8614 0073

         PARTY B

         Address:                     2-10 Adams Drive

                                      WELSHPOOL WA 6106

         Attention:                   John Cleland
         Facsimile:                   +61 8 9212 2734
         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: Not applicable.

         Party B appoints as its Process Agent: Not applicable.

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

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

         (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.

(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 Limited, ACN 094 806 078, Australia Southern
                  Railroad Pty Limited, ACN 079 444 296, AWR Holdings WA Pty
                  Limited, 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

                                                                               3
<PAGE>

         (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 not 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 Limited, ACN 094 806 078, Australia Southern Railroad
         Pty Limited, ACN 079 444 296, AWR Holdings WA Pty Limited, 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.

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 27 November 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.
</TABLE>

                                                                               4
<PAGE>

<TABLE>
<S>                                   <C>
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").

Forward commodity transaction; spot   1993 ISDA Commodity Derivative
commodity transaction;                Definitions as published by
commodity option transaction;         International Swaps and Derivatives
commodity swap transaction;           Association, Inc. as supplemented by the
commodity cap, collar or floor        2000 Supplement.
transaction

Bullion spot transaction;             1997 ISDA Bullion Definitions as
bullion forward transaction;          published by International Swaps and
bullion swap transaction or           Derivatives Association, Inc.
bullion option transaction
</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:

                           "Each payment will be 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:

                                                                               5
<PAGE>

                  "(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
                                    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 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:

                                                                               6
<PAGE>

         "(f)(i)  Any amount payable under this Agreement ("PAYER'S AMOUNT") by
                  one party ("PAYER") to the other party ("PAYEE") after an
                  Early Termination Date has occurred will, at the option of the
                  Payer (and without prior notice to the Payee), be set-off
                  against any amounts (excluding amounts which would become
                  payable upon the occurrence of a contingency) ("SET-OFF
                  AMOUNT") payable or owing but not currently payable by the
                  Payee to the Payer (irrespective of the currency, place of
                  payment or booking office of the obligation) under any other
                  contract between the Payee and the Payer or under Sections 8
                  or 11.

         (ii)     To effect a set-off the Payer may convert the Payer's Amount
                  or the Set-Off Amount into the currency in which the other is
                  denominated ("OTHER CURRENCY"). The conversion is to be at the
                  rate equal to the spot exchange rate of the foreign exchange
                  agent (selected as provided below) for the purchase of the
                  Other Currency with the currency of the Payer's Amount or
                  Set-off Amount as the case may be at or about 11.00 am (in
                  Sydney) 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 date the set-off is effected. The
                  foreign exchange agent will be as agreed by the parties or
                  failing agreement, selected by the Non-defaulting Party or
                  Non-affected Party (or if there are two Affected Parties, by
                  Party B).

         (iii)    The Payer must notify the Payee of any set-off effected under
                  this Section 6(f).

         (iv)     Nothing in this Section 6(f) creates a charge or other
                  security interest. This Section is without prejudice and in
                  addition to any right of set-off, combination of accounts,
                  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."

5.7      RECORDED CONVERSATIONS

         Each party:

         (a)      consents to the electronic recording of the telephone
                  conversations of trading and marketing personnel of that party
                  and its Affiliates 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 its Affiliates;
                  and

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

5.8      POTENTIAL EVENT OF DEFAULT

                                                                               7
<PAGE>

         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:

         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:

                                                                               8
<PAGE>

         (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 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.

NATIONAL AUSTRALIA BANK LIMITED,               AUSTRALIAN RAILROAD GROUP PTY
ABN 12 004 044 937                             LIMITED, ABN 68 080 579 308

By: /s/ David Sidoti                           By: /s/ Angela Flannery
   ------------------------------                  ---------------------------
Name:   David Sidoti                           Name:   Angela Flannery
Title:  Director Project Advisory              Title:  Attorney

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