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                                                                   EXHIBIT 10.39

CLAYTON UTZ

Common Terms Deed

Australian Railroad Group Pty Ltd
Borrower

The companies listed in Part I of Schedule 1 as original guarantors
Original Guarantors

The financial institutions listed in Part II of Schedule 1 as original lenders
Original Lenders

ANZ Capel Court Limited
Security Trustee

Clayton Utz Lawyers
Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700

WWW.CLAYTONUTZ.COM

Liability limited by the Solicitors Scheme, approved under the Professional
Standards Act 1994 (NSW) and by our Terms of Engagement

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TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
1.     DEFINITIONS AND INTERPRETATION.......................................................................      1

       1.1         Definitions..............................................................................      1
       1.2         Construction.............................................................................      9
       1.3         Conflict with other Finance Documents....................................................     10
       1.4         Lender's rights and obligations..........................................................     10
       1.5         Termination of Rights of Lenders.........................................................     10

2.     INITIAL CONDITIONS PRECEDENT.........................................................................     10

3.     REPRESENTATIONS......................................................................................     11

       3.1         Status...................................................................................     11
       3.2         Binding obligations......................................................................     11
       3.3         Non-conflict with other obligations......................................................     11
       3.4         Power and authority......................................................................     11
       3.5         Authorisations...........................................................................     11
       3.6         Governing law and enforcement............................................................     11
       3.7         No filing or stamp taxes.................................................................     12
       3.8         No default...............................................................................     12
       3.9         No misleading information................................................................     12
       3.10        Financial statements.....................................................................     12
       3.11        Pari passu ranking.......................................................................     12
       3.12        No proceedings pending or threatened.....................................................     12
       3.13        Trustee..................................................................................     13
       3.14        Corporate Benefit........................................................................     13
       3.15        No Immunity from Suit....................................................................     13
       3.16        Repetition...............................................................................     13

4.     INFORMATION UNDERTAKINGS.............................................................................     13

       4.1         Financial statements.....................................................................     13
       4.2         Compliance Certificate...................................................................     13
       4.3         Requirements as to financial statements..................................................     14
       4.4         Information: miscellaneous...............................................................     14
       4.5         Notification of default..................................................................     14
       4.6         Annual Budget............................................................................     14

5.     GENERAL UNDERTAKINGS.................................................................................     15

       5.1         Authorisations...........................................................................     15
       5.2         Compliance with laws.....................................................................     15
       5.3         Negative pledge..........................................................................     15
       5.4         Disposals................................................................................     17
       5.5         Merger...................................................................................     17
       5.6         Change of business.......................................................................     17
       5.7         Tax......................................................................................     17
       5.8         Insurance................................................................................     18
       5.9         Arm's Length Terms.......................................................................     18
       5.10        Ownership of Assets......................................................................     18
       5.11        Interest Rate Hedging....................................................................     18
       5.12        Non-Quantifiable Guarantees and Financial Accommodation..................................     18

6.     FINANCIAL COVENANTS..................................................................................     18

       6.1         Interest Cover Ratio.....................................................................     18
       6.2         Total Debt/Total Assets..................................................................     19

7.     EVENTS OF DEFAULT....................................................................................     19
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
       7.1         Non-payment..............................................................................     19
       7.2         Financial covenants......................................................................     19
       7.3         Other obligations........................................................................     19
       7.4         Misrepresentation........................................................................     19
       7.5         Cross default............................................................................     19
       7.6         Insolvency...............................................................................     20
       7.7         Insolvency proceedings...................................................................     20
       7.8         Creditors' process.......................................................................     20
       7.9         Ownership of the Obligors................................................................     21
       7.10        Unlawfulness.............................................................................     21
       7.11        Repudiation..............................................................................     21
       7.12        Material Adverse Effect..................................................................     21
       7.13        Acceleration.............................................................................     21

8.     REVIEW EVENT.........................................................................................     21

9.     REPAYMENT, PREPAYMENT AND CANCELLATION...............................................................     22

       9.1         Illegality...............................................................................     22
       9.2         Voluntary cancellation...................................................................     22
       9.3         Repayments and voluntary prepayments.....................................................     22
       9.4         Additional right of repayment and cancellation in relation to a Lender...................     22
       9.5         Restrictions.............................................................................     23
       9.6         Letters of Credit........................................................................     23

10.    DEFAULT INTEREST.....................................................................................     24

11.    TAX GROSS UP AND INDEMNITIES.........................................................................     24

       11.1        Definitions..............................................................................     24
       11.2        Tax gross-up.............................................................................     24
       11.3        Tax indemnity............................................................................     25
       11.4        Tax Credit...............................................................................     25
       11.5        Stamp duties and Taxes...................................................................     25
       11.6        Indirect Tax.............................................................................     26

12.    INCREASED COSTS......................................................................................     26

       12.1        Increased costs..........................................................................     26
       12.2        Increased cost claims....................................................................     26
       12.3        Exceptions...............................................................................     27

13.    OTHER INDEMNITIES....................................................................................     27

       13.1        Currency indemnity.......................................................................     27
       13.2        Other indemnities........................................................................     27
       13.3        Break Costs..............................................................................     28
       13.4        Break Benefits...........................................................................     28

14.    MITIGATION BY THE LENDERS............................................................................     28

       14.1        Mitigation...............................................................................     28
       14.2        Limitation of liability..................................................................     29

15.    COSTS AND EXPENSES...................................................................................     29

       15.1        Transaction expenses.....................................................................     29
       15.2        Enforcement costs........................................................................     29

16.    GUARANTEE AND INDEMNITY..............................................................................     29

       16.1        Guarantee and indemnity..................................................................     29
       16.2        Continuing guarantee.....................................................................     29
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
       16.3        Reinstatement............................................................................     29
       16.4        Waiver of defences.......................................................................     30
       16.5        Immediate recourse.......................................................................     30
       16.6        Appropriations...........................................................................     30
       16.7        Deferral of Guarantors' rights...........................................................     31
       16.8        Additional security......................................................................     31

17.    AMENDMENTS, WAIVERS ETC..............................................................................     31

       17.1        Grant of Amendments, waivers etc.........................................................     31
       17.2        Determination of Majority Lenders........................................................     32

18.    SECURITY TRUSTEE'S RIGHTS AND RESPONSIBILITIES.......................................................     32

       18.1        Appointment of Security Trustee..........................................................     32
       18.2        Instructions.............................................................................     33
       18.3        No need to act...........................................................................     33
       18.4        Duties and responsibilities..............................................................     33
       18.5        Consent of Lenders.......................................................................     33
       18.6        Actions binding on all Lenders...........................................................     33
       18.7        No inquiry and Communications............................................................     33
       18.8        No monitoring............................................................................     34
       18.9        Dealing in different capacities..........................................................     34
       18.10       Security Trustee to have same rights as Lenders..........................................     34
       18.11       Force majeure............................................................................     34
       18.12       Independent decision by Lenders..........................................................     34
       18.13       Knowledge of defaults....................................................................     35
       18.14       Limitation on liability..................................................................     35
       18.15       Exceptions to limitation on liability....................................................     35
       18.16       Duties of Security Trustee...............................................................     36
       18.17       First indemnified........................................................................     36
       18.18       Indemnity by Lenders.....................................................................     36
       18.19       Indemnity by Obligor.....................................................................     37
       18.20       Exceptions to indemnity..................................................................     37
       18.21       Resignation of Security Trustee..........................................................     37
       18.22       Removal of Security Trustee..............................................................     37
       18.23       Effect of resignation or removal.........................................................     37
       18.24       Assurances...............................................................................     38
       18.25       Appointment of successor Security Trustee................................................     38
       18.26       Right to appoint agents, delegates.......................................................     39
       18.27       Statutory powers.........................................................................     39
       18.28       Security Trustee's Fee...................................................................     40
       18.29       Security Trustee as Lender...............................................................     40
       18.30       Security Trustee's General Undertakings..................................................     40
       18.31       Limited recourse to Security Trustee.....................................................     40
       18.32       Indemnity out of Security Trust..........................................................     41
       18.33       Disclosure of Information................................................................     42

19.    CHANGES TO THE LENDERS...............................................................................     42

       19.1        Assignments and transfers by the Lenders.................................................     42
       19.2        Conditions of assignment or transfer.....................................................     42
       19.3        Limitation of responsibility of Existing Lenders.........................................     43
       19.4        Procedure for transfer...................................................................     44
       19.5        Further Restrictions.....................................................................     45
       19.6        Additional Lenders.......................................................................     46

20.    CONFIDENTIALITY......................................................................................     46

21.    CHANGES TO THE OBLIGORS..............................................................................     47
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
       21.1        Assignments and transfer by Obligors.....................................................     47
       21.2        Additional Guarantors....................................................................     47
       21.3        Repetition of Representations............................................................     47
       21.4        Resignation of a Guarantor...............................................................     47

22.    CONDUCT OF BUSINESS BY LENDERS.......................................................................     48


23.    PAYMENT MECHANICS....................................................................................     48

       23.1        Payments.................................................................................     48
       23.2        Entitlements of Lenders..................................................................     48
       23.3        Payments to Security Trustee.............................................................     48
       23.4        Partial Payment..........................................................................     48
       23.5        No set-off by Obligors...................................................................     48
       23.6        Business Days............................................................................     48
       23.7        Currency of account......................................................................     49

24.    SET-OFF..............................................................................................     49


25.    NOTICES..............................................................................................     49

       25.1        Communications in writing................................................................     49
       25.2        Addresses................................................................................     49
       25.3        Delivery.................................................................................     49
       25.4        Reliance.................................................................................     50
       25.5        English language.........................................................................     50

26.    CALCULATIONS AND CERTIFICATES........................................................................     50

       26.1        Accounts.................................................................................     50
       26.2        Certificates and Determinations..........................................................     50
       26.3        Day count convention.....................................................................     50

27.    PARTIAL INVALIDITY...................................................................................     50

28.    REMEDIES AND WAIVERS.................................................................................     50

29.    COUNTERPARTS.........................................................................................     51

30.    GOVERNING LAW........................................................................................     51

31.    ENFORCEMENT..........................................................................................     51

       31.1        Jurisdiction.............................................................................     51
       31.2        Service of process.......................................................................     51

SCHEDULE 1 THE ORIGINAL GUARANTORS AND THE ORIGINAL LENDERS.................................................     52

SCHEDULE 2 CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL GUARANTOR.........................     53

SCHEDULE 3 FORM OF COMPLIANCE CERTIFICATE...................................................................     54

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE.....................................................................     55

SCHEDULE 5 FORM OF ACCESSION LETTER.........................................................................     56

SCHEDULE 6 FORM OF RESIGNATION LETTER.......................................................................     57

SCHEDULE 7 FORM OF LENDER ACCESSION LETTER..................................................................     58
</TABLE>

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COMMON TERMS DEED MADE ON 3 DECEMBER 2003

PARTIES           AUSTRALIAN RAILROAD GROUP PTY LTD, ABN 68 080 579 308
                  ("BORROWER")

                  THE COMPANIES LISTED IN PART I OF SCHEDULE 1 AS ORIGINAL
                  GUARANTORS ("ORIGINAL GUARANTORS")

                  THE FINANCIAL INSTITUTIONS LISTED IN PART II OF SCHEDULE 1 AS
                  ORIGINAL LENDERS ("ORIGINAL LENDERS")

                  ANZ CAPEL COURT LIMITED, ABN 30 004 768 807 ("SECURITY
                  TRUSTEE")

THIS DEED PROVIDES

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Deed:

         "ACCESSION LETTER" means a document substantially in the form set out
         in Schedule 5.

         "ADDITIONAL GUARANTOR" means a company which becomes an Additional
         Guarantor in accordance with clause 21.2.

         "ADVANCE" means a Term Advance, a Revolving Advance or a Working
         Capital Advance.

         "AFFILIATE" means, in relation to any person, a Subsidiary of that
         person or a Holding Company of that person or any other Subsidiary of
         that Holding Company.

         "AGREED SECURITY" means any Security notified by the Borrower to the
         Original Lenders on or prior to the date of this Deed.

         "ASSOCIATE" has the same meaning as in section 128F(9) of the Tax Act.

         "AUSTRALIAN WITHHOLDING TAX" means any Australian Tax required to be
         withheld or deducted from any interest or other payment under Division
         11A of Part III of the Tax Act.

         "AUTHORISATION" means:

         (a)      an authorisation, consent, approval, resolution, licence,
                  exemption, filing, lodgement or registration required by law;
                  or

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

         "BREAK COSTS" means the amount (if any) by which:

         (a)      the interest which a Lender should have received for the
                  period from the date of receipt of all or any part of any
                  prepayment or repayment of an Advance made by it to the last
                  day of the current Interest Period in respect of that Advance,
                  had the principal amount received been paid on the last day of
                  that Interest Period;

         exceeds:

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         (b)      the amount which that Lender would be able to obtain by
                  placing an amount equal to the principal amount received by it
                  on deposit with a leading bank in the Australian bank bill
                  market or acquiring a bill of exchange accepted by a leading
                  bank in that market for a period starting on the Business Day
                  following receipt and ending on the last day of the current
                  Interest Period,

         provided that Break Costs will not include, in any circumstances, any
         loss of margin.

         "BUSINESS DAY" means a day (other than a Saturday, Sunday or public
         holiday) on which banks are open for general banking business in
         Melbourne, Sydney and Perth.

         "CALCULATION DATE" means each 30 June and 31 December from and
         including 31 December 2003.

         "CHARGOR" means each Obligor that is named as a chargor or a mortgagor
         under any Agreed Security.

         "COMMITMENT" means a Term Commitment, Revolving Commitment or Working
         Capital Commitment.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 3.

         "CROSS BORDER LEASE DOCUMENTS" means all documentation relating to the
         cross border leases pursuant to which locomotives and rolling stock
         were leased by the Western Australian Government Railways Commission
         and in respect of which AWR Lease Co Pty Ltd has been substituted for
         the Western Australian Government Railways Commission, including but
         not limited to:

         (a)      the deed entitled "Substitution Deed (FB No. 2)" dated on or
                  about 13 December 2000 between the Western Australian
                  Government Railways Commission, AWR Lease Co Pty Ltd and
                  others;

         (b)      the deed entitled "Substitution Deed (PNC No. 2)" dated on or
                  about 13 December 2000 between the Western Australian
                  Government Railways Commission, AWR Lease Co Pty Ltd and
                  others;

         (c)      the deed entitled "Operating Agreement (FB No. 2)" dated on or
                  about 13 December 2000 between the Western Australian
                  Government Railways Commission, AWR Lease Co Pty Ltd and
                  others; and

         (d)      the deed entitled "Operating Agreement (PNC No. 2)" dated on
                  or about 13 December 2000 between the Western Australian
                  Government Railways Commission, AWR Lease Co Pty Ltd and
                  others.

         "DRAWDOWN" means a utilisation of a Facility.

         "DRAWDOWN NOTICE" means a notice issued by the Borrower in accordance
         with any Loan Agreement requesting a Drawdown in accordance with that
         Loan Agreement.

         "DOLLAR" or "$" means the lawful currency for the time being of the
         Commonwealth of Australia.

         "EBITDA" means, for any period, the operating profit for that period
         before interest (including rent payable in respect of any finance or
         capital lease except to the extent that the rent constitutes a
         principal reduction of the amount financed), income Taxes, individually
         significant or extraordinary items, depreciation and amortisation as
         determined on a consolidated basis for the Group and in accordance with
         GAAP.

                                                                               2
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         "EVENT OF DEFAULT" means any event or circumstance specified as such in
         clause 7.

         "EXCLUDED SUBSIDIARY" means Australia Northern Railroad Pty Ltd, GWA
         Holdings Pty Limited, GWA Northern Pty Ltd, GWA Operations North Pty
         Limited, ARG Sell Down Holdings Pty Limited, ARG Sell Down No. 1 Pty
         Limited or ARG Sell Down No. 2 Pty Limited.

         "FACILITY" means any Term Facility, any Revolving Facility or the
         Working Capital Facility.

         "FACILITY OFFICE" means the office notified by a Lender to the Borrower
         in writing on or before the date it becomes a Lender (or, following
         that date but subject to clauses 19.2(f) and 19.2(g), by not less than
         5 Business Days' written notice) as the office through which it will
         perform its obligations under the Finance Documents to which it is a
         party.

         "FINANCE DOCUMENT" means:

         (a)      this Deed;

         (b)      the Refinancing Deed;

         (c)      any Accession Letter;

         (d)      any Lender Accession Letter;

         (e)      any Hedging Agreement;

         (f)      each and every Loan Agreement;

         (g)      the Security Trust Deed;

         (h)      any Agreed Security;

         (i)      any Tripartite Deed; and

         (j)      any other document designated as such by the Borrower, with
                  the consent of the Majority Lenders.

         "FINANCE PARTY" means:

         (a)      each Lender; and

         (b)      the Security Trustee.

         "FINANCIAL CLOSE" means the date on which all of the conditions
         precedent stated in clause 2 of the Refinancing Deed have been
         satisfied or waived by all Original Lenders.

         "FINANCIAL INDEBTEDNESS" means any present or future, actual or
         contingent indebtedness in respect of:

         (a)      moneys borrowed;

         (b)      any amount raised under any acceptance credit, bill acceptance
                  or bill endorsement facility;

         (c)      any amount raised pursuant to any note purchase facility or
                  the issue of bonds, notes, debentures, loan stock or any
                  similar instrument;

         (d)      the amount of any liability in respect of any lease or hire
                  purchase contract which would, in accordance with GAAP, be
                  treated as a finance or capital lease;

                                                                               3
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         (e)      receivables sold or discounted (other than any receivables to
                  the extent they are sold on a non-resource basis);

         (f)      any amount raised under any other transaction (including any
                  forward sale or purchase agreement) having the commercial
                  effect of a borrowing;

         (g)      any derivative transaction entered into in connection with
                  protection against or benefit from fluctuation in any rate or
                  price (and, when calculating the value of any derivative
                  transaction, only the marked to market value shall be taken
                  into account);

         (h)      any counter-indemnity obligation in respect of a guarantee,
                  indemnity, bond, standby or documentary letter of credit or
                  any other instrument issued by a bank or financial
                  institution; and

         (i)      the amount of any liability in respect of any guarantee or
                  indemnity for any of the items referred to in paragraphs (a)
                  to (h) above.

         "GAAP" means generally accepted accounting principles in Australia.

         "GOVERNMENTAL AGENCY" means any government or any governmental,
         semi-governmental or judicial entity or authority. It also includes any
         self-regulatory organisation established under statute or any stock
         exchange.

         "GROUP" means the Borrower and its wholly owned Subsidiaries, excluding
         the Excluded Subsidiaries.

         "GUARANTOR" means an Original Guarantor or an Additional Guarantor,
         unless it has ceased to be a Guarantor in accordance with clause 21.4.

         "HEDGE EXPOSURE" means, in respect of a Lender on any date, the amount
         which is H in the following formula:

                  H = M to M + Unpaid Amounts

                  where:

                  M to M            is the result of the mark to market
                                    calculation of the net obligations under the
                                    Hedging Agreements entered into with that
                                    Lender, provided that M to M will be a
                                    positive number if it represents a liability
                                    of the Borrower to the Lender and a negative
                                    number if it represents a liability of the
                                    Lender to the Borrower;

                  Unpaid Amounts:   is any amount owing under the Hedging
                                    Agreements entered into with that Lender,
                                    provided that Unpaid Amounts will be a
                                    positive number if it represents amounts
                                    owing by the Borrower to the Lender and a
                                    negative number if it represents amounts
                                    owing by the Lender to the Borrower,

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

         "HEDGING AGREEMENT" means any interest or currency hedging document
         entered into between the Borrower and a Lender.

         "HOLDING COMPANY" means, in relation to a company or corporation, any
         other company or corporation in respect of which it is a Subsidiary.

         "INDIRECT TAX" means any goods and services tax, consumption tax, value
         added tax or any tax of a similar nature.

                                                                               4
<PAGE>

         "INFORMATION MEMORANDUM" means the document dated 15 August 2003 in the
         form approved by the Borrower concerning the Original Obligors which,
         at the Borrower's request and on its behalf, was prepared in relation
         to the transaction evidenced by the Finance Documents and distributed
         to selected financial institutions before the date of this Deed.

         "INTEREST COVER RATIO" means, on any Calculation Date, the ratio of:

         (a)      EBITDA for the 12 month period ending on that Calculation
                  Date;

         to

         (b)      Interest Expense for the 12 month period ending on that
                  Calculation Date.

         "INTEREST EXPENSE" means, for any period, all interest and amounts in
         the nature of interest (including rent payable under any finance lease
         except to the extent that the rent constitutes a principal reduction of
         the amount financed) payable in respect of the Total Debt, determined
         on a consolidated basis, in respect of the period taking into account
         any net payment (or, if appropriate in the context, receipt) accrued
         under any interest rate hedging agreement or instrument less any
         interest received (but not included in EBITDA).

         "INTEREST PERIOD" means, in relation to an Advance, each period for the
         calculation of interest in respect thereof determined under the Loan
         Agreement pursuant to which that Advance is made and, in relation to
         any Unpaid Amount, each period determined in accordance with clause 10.

         "LENDER" means:

         (a)      any Original Lender; and

         (b)      any bank or financial institution which has become a party to
                  this Deed and any other Finance Documents in accordance with
                  clause 19,

         which, in each case, has not ceased to be a party to the Finance
         Documents in accordance with the terms of this Deed.

         "LENDER ACCESSION LETTER" means a document substantially in the form
         set out in Schedule 7.

         "LETTER OF CREDIT" means a letter of credit issued under the Working
         Capital Facility.

         "LOAN AGREEMENT" means any agreement entitled "Loan Agreement" entered
         into between the Borrower and a Lender.

         "MAJORITY LENDERS" means at any time:

         (a)      at any time where paragraph (b) of this definition does not
                  apply, Lenders the aggregate of whose Commitments under the
                  Facilities at the relevant time represent by value not less
                  than 66-2/3% of the Total Commitments at such time; or

         (b)      for any determinations of whether an Event of Default has
                  occurred, at any time an Event of Default subsists, or if the
                  Total Commitments are nil, Lenders:

                  (i)      the aggregate of whose Advances and maximum potential
                           liability in respect of Letters of Credit then
                           outstanding (if any) at such time; and

                  (ii)     the aggregate of whose Hedge Exposure at such time,
                           as determined by such Lender,

                  represents by value not less than 66-2/3% of the aggregate of:

                                                                               5
<PAGE>

                  (iii)    all of the Advances and all Outstanding Liability
                           Amounts of all Letters of Credit outstanding (if any)
                           at such time; and

                  (iv)     the aggregate of the Hedge Exposure of each Lender at
                           such time determined by each relevant Lender.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
         ability of the Obligors collectively to perform their obligations under
         the Finance Documents.

         "MONTH" means a period starting on one day in a calendar month and
         ending on the numerically corresponding day in the next calendar month,
         except that:

         (a)      (subject to paragraph (c) below) if the numerically
                  corresponding day is not a Business Day, that period will end
                  on the next Business Day in that calendar month in which that
                  period is to end if there is one, or if there is not, on the
                  immediately preceding Business Day;

         (b)      if there is no numerically corresponding day in the calendar
                  month in which that period is to end, that period will end on
                  the last Business Day in that calendar month; and

         (c)      if an Interest Period begins on the last Business Day of a
                  calendar month, that Interest Period will end on the last
                  Business Day in the calendar month in which that Interest
                  Period is to end.

         The above rules will only apply to the last month of any period.

         "OBLIGOR" means the Borrower or a Guarantor.

         "OFFSHORE ASSOCIATE" means an Associate:

         (a)      which is a non-resident of Australia and which does not
                  acquire, or would not acquire, the relevant interest under any
                  Loan Agreement in carrying on a business in Australia at or
                  through a permanent establishment of the Associate in
                  Australia; or

         (b)      which is a resident of Australia and which acquires, or would
                  acquire, the relevant interest under any Loan Agreement in
                  carrying on a business in a country outside Australia at or
                  through a permanent establishment of the Associate in that
                  country,

         and, in either case, which is not acquiring the interest under any Loan
         Agreement or receiving payment under any Loan Agreement in the capacity
         of a dealer, manager or underwriter in relation to the placement of the
         Loan Agreement or a clearing house, custodian, funds manager or
         responsible entity of a registered scheme.

         "ORIGINAL FINANCIAL STATEMENTS" means the audited consolidated
         financial statements of the Borrower for the financial year ended 31
         December 2002.

         "ORIGINAL OBLIGOR" means the Borrower or an Original Guarantor.

         "OUTSTANDING LIABILITY AMOUNT" means, at any time, in relation to any
         Letter of Credit, the amount stated in that Letter of Credit to be the
         maximum amount for which the Working Capital Bank could be actually or
         contingently liable less the aggregate of all amounts (if any) actually
         paid by the Working Capital Bank under the Letter of Credit for which
         the Working Capital Bank has been reimbursed by the Obligors as at that
         time.

         "PROJECT FINANCE FACILITY" means the provision of the "Facilities", as
         defined in the agreement entitled "Memorandum of Common Provisions"
         dated 13 December 2000 between ARG Financing Pty Ltd, Australia and New
         Zealand Banking Group Limited, ANZ Capel Court

                                                                               6
<PAGE>

         Limited, the "Sponsors" listed in Part A of Schedule 1 of that
         agreement, the "Subordinated Lenders" listed in Part B of Schedule 1 of
         that agreement, the "Mortgagors" listed in Part C of Schedule 1 of that
         agreement, AWR Lease Co Pty Ltd, the "Lenders" listed in Part D of
         Schedule 1 of that agreement, the "Hedge Counterparties" listed in Part
         E of Schedule 1 of that agreement and the "Senior Working Capital
         Facility Provider" listed in Part F of Schedule 1 of that agreement.

         "REFINANCING DEED" means the deed entitled "Refinancing and Amendment
         Deed" dated on or about the date of this Deed between the Borrower, ARG
         Financing Pty Ltd, WestNet NarrowGauge Pty Ltd, WestNet StandardGauge
         Pty Ltd, Australia Southern Railroad Pty Limited, the Original Lenders
         and others.

         "REPEATING REPRESENTATIONS" means each of the representations set out
         in clause 3, excluding those representations in clauses 3.6, 3.7, 3.9,
         3.10(a) and 3.10(b).

         "RESIGNATION LETTER" means a letter substantially in the form set out
         in Schedule 6.

         "REVIEW EVENT" has the meaning given in clause 8(a).

         "REVOLVING ADVANCE" means a loan made or to be made under a Revolving
         Facility or the principal amount outstanding for the time being of that
         loan.

         "REVOLVING COMMITMENT" means, in relation to any Lender under any Loan
         Agreement to which it is a party, its commitment in respect of the
         Revolving Facility provided under that Loan Agreement, as defined in
         that Loan Agreement.

         "REVOLVING FACILITY" means any revolving loan facility made available
         under any Loan Agreement.

         "SA LEASE SECURITY" means any Security created under or pursuant to the
         document entitled "Deed of Agreement to Lease and Charge" dated 7
         November 1997 between the Minister for Transport and Urban Planning, a
         body corporate under the Administrative Arrangements Act 1994 (South
         Australia), SA Rail Pty Limited and Australia Southern Railroad Pty
         Limited.

         "SECURITY" means any mortgage, charge, pledge, lien, encumbrance,
         assignment, hypothecation, security interest, title retention,
         preferential right, trust arrangement, contractual right of set-off or
         any other security agreement or arrangement in favour of any person.

         "SECURITY TRUST DEED" means the deed of that name dated 12 December
         2000 between ARG Financing Pty Ltd, Australia and New Zealand Banking
         Group Limited and ANZ Capel Court Limited, as amended and novated on or
         prior to Financial Close.

         "SECURITY TRUST FUND" has the same meaning as in the Security Trust
         Deed.

         "SUBORDINATED DEBT" means all liabilities which on an insolvency would
         rank behind the obligations of the Obligors pursuant to the Finance
         Documents but only if the terms of such subordination provide that the
         liabilities:

         (a)      cannot be discharged if it would cause a breach of a financial
                  covenant set out in clause 6 of this Deed and cannot be
                  accelerated unless the Advances are accelerated in accordance
                  with clause 7.13 of this Deed (provided that for the avoidance
                  of doubt any Obligor may voluntarily discharge any such
                  liability at any time prior to its scheduled repayment date if
                  this would not cause a breach of a financial covenant set out
                  in clause 6 of this Deed); or

         (b)      cannot be discharged prior to the discharge of the obligations
                  of the Obligors pursuant to the Finance Documents,

                                                                               7
<PAGE>

         where, in each case, the Lenders have been provided with a legal
         opinion (in form and substance satisfactory to each Lender acting
         reasonably) confirming that the liabilities satisfy the requirements of
         this definition.

         "SUBSIDIARY" has the meaning given in the Corporations Act 2001
         (Commonwealth), but as if "body corporate" includes any entity.

         "TAX" means any tax, levy, impost, duty or other charge or withholding
         of a similar nature, including any penalty or interest payable in
         connection with any failure to pay or any delay in paying any of the
         same.

         "TAX ACT" means the Income Tax Assessment Act 1936 (Commonwealth).

         "TERM ADVANCE" means a loan made or to be made under a Term Facility or
         the principal amount outstanding for the time being of that loan.

         "TERM COMMITMENT" means, in relation to any Lender under any Loan
         Agreement to which it is a party, its aggregate commitment in respect
         of the Term Facilities provided under that Loan Agreement, as defined
         in that Loan Agreement.

         "TERM FACILITY" means any term loan facility made available under any
         Loan Agreement.

         "TOTAL ASSETS" means, at any time, the aggregate of all tangible assets
         and intangible assets of the Group on a consolidated basis as at that
         time.

         "TOTAL COMMITMENTS" means, at any time, the aggregate of the
         Commitments at that time.

         "TOTAL DEBT" means, at any time, the outstanding amount under the
         Facilities and any other Financial Indebtedness of the Group as at that
         time, excluding all Subordinated Debt.

         "TRANSFER CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 4.

         "TRANSFER DATE" means, in relation to a transfer, the later of:

         (a)      the proposed "Transfer Date" specified in the Transfer
                  Certificate for that transfer; and

         (b)      the date which is the fifth Business Day after the date of
                  delivery of the Transfer Certificate to the Borrower or such
                  earlier Business Day endorsed by the Borrower on such Transfer
                  Certificate.

         "TRIPARTITE DEED" means:

         (a)      the deed entitled "Multi-Party Agreement (Purchase Documents)"
                  dated on or about 13 December 2000 between The Hon Murray
                  Criddle MLC, the Western Australian Government Railways
                  Commission, The Hon Richard Fairfax Court Treasurer, WestNet
                  StandardGauge Pty Ltd, WestNet NarrowGauge Pty Ltd, Australian
                  Western Railroad Pty Ltd, Australian Railroad Group Pty Ltd
                  and ANZ Capel Court Limited; and

         (b)      the deed entitled "Tripartite Deed" dated on or about 13
                  December 2000 between the Minister for Transport and Urban
                  Planning, a body corporate under the Administrative
                  Arrangements Act 1994 (South Australia), Australia Southern
                  Railroad Pty Limited and ANZ Capel Court Limited.

         "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
         under the Finance Documents.

                                                                               8
<PAGE>

         "WORKING CAPITAL ADVANCE" means a loan made or to be made under the
         Working Capital Facility or the principal amount outstanding for the
         time being of that loan.

         "WORKING CAPITAL BANK" means Australia and New Zealand Banking Group
         Limited, ABN 11 005 357 522 or any bank or financial institution to
         which all rights and obligations in respect of the Working Capital
         Facility have been transferred in accordance with the Finance
         Documents.

         "WORKING CAPITAL COMMITMENT" means the commitment of the Working
         Capital Bank in respect of the Working Capital Facility, as defined in
         the Loan Agreement to which the Working Capital Bank is a party.

         "WORKING CAPITAL FACILITY" means the working capital facility made
         available under the Loan Agreement to which the Working Capital Bank is
         a party.

         "WORKING CAPITAL UTILISATION" means a Working Capital Advance or a
         Letter of Credit.

1.2      CONSTRUCTION

         (a)      Any reference in this Deed to:

                  (i)      "ASSETS" includes present and future properties,
                           revenues and rights of every description;

                  (ii)     a "FINANCE DOCUMENT" or any other agreement or
                           instrument is a reference to that Finance Document or
                           other agreement or instrument as amended or novated;

                  (iii)    "INDEBTEDNESS" includes any obligation (whether
                           incurred as principal or as surety) for the payment
                           or repayment of money, whether present or future,
                           actual or contingent;

                  (iv)     a "PERSON" includes any person, firm, company,
                           corporation, government, state or agency of a state
                           or any association, trust or partnership (whether or
                           not having separate legal personality) or two or more
                           of the foregoing;

                  (v)      a "REGULATION" includes any regulation, rule,
                           official directive, request or guideline (whether or
                           not having the force of law) of any governmental,
                           intergovernmental or supranational body, agency,
                           department or regulatory, self-regulatory or other
                           authority or organisation;

                  (vi)     a provision of law is a reference to that provision
                           as amended or re-enacted; and

                  (vii)    unless a contrary indication appears, a time of day
                           is a reference to Sydney time.

         (b)      Clause and Schedule headings are for ease of reference only.

         (c)      Unless a contrary indication appears, a term used in any other
                  Finance Document or in any notice given under or in connection
                  with any Finance Document has the same meaning in that other
                  Finance Document or notice as in this Deed.

         (d)      An Event of Default is "CONTINUING" or "SUBSISTING" if it has
                  not been remedied or waived.

         (e)      In each Finance Document:

                                                                               9
<PAGE>

                  (i)      an outstanding Letter of Credit is "repaid" or
                           "prepaid" by providing cash cover for that Letter of
                           Credit on terms acceptable to the Working Capital
                           Bank, acting reasonably, or by cancelling that Letter
                           of Credit and returning the original to the Working
                           Capital Bank or providing other evidence (in form and
                           substance satisfactory to the Working Capital Bank,
                           acting reasonably) that no further liability exists
                           under that Letter of Credit; and

                  (ii)     an amount "outstanding" under a Letter of Credit or
                           the "principal amount" of a Letter of Credit at any
                           time is the Outstanding Liability Amount of such
                           Letter of Credit and the Finance Documents will be
                           construed accordingly.

1.3      CONFLICT WITH OTHER FINANCE DOCUMENTS

         In the case of any conflict between:

         (a)      the terms of this Deed and the terms of any other Finance
                  Document (other than the Loan Agreements), the terms of this
                  Deed will prevail; or

         (b)      the terms of this Deed and the terms of any Loan Agreement,
                  the terms of the Loan Agreement will prevail.

1.4      LENDER'S RIGHTS AND OBLIGATIONS

         (a)      The obligations of each Lender under the Finance Documents are
                  several. Failure by a Lender to perform all or any of its
                  obligations under the Finance Documents does not affect the
                  obligations of any other party under the Finance Documents.
                  Neither the Security Trustee nor any Lender is responsible for
                  the obligations of any other party (except in the case of the
                  Security Trustee its own obligations, if any, as a Lender)
                  under the Finance Documents.

         (b)      The rights of each Lender under or in connection with the
                  Finance Documents are separate and independent rights and any
                  debt arising under the Finance Documents to a Lender from an
                  Obligor will be a separate and independent debt.

         (c)      A Lender may, except as otherwise stated in the Finance
                  Documents, separately enforce its rights under the Finance
                  Documents, provided that no Lender has the right to separately
                  exercise any of the rights in clause 7.13 or to separately
                  enforce any of the Agreed Securities.

1.5      TERMINATION OF RIGHTS OF LENDERS

         Any Lender who has received payment in full and final settlement of all
         amounts owed to it under the Finance Documents and who has no further
         actual or contingent obligations under any Loan Agreement or Hedging
         Agreement will immediately cease to have any rights or obligations
         under this Deed (other than pursuant to clause 20 of this Deed).

2.       INITIAL CONDITIONS PRECEDENT

         (a)      This Deed does not become effective until Financial Close
                  occurs.

         (b)      The Borrower may not deliver a Drawdown Notice unless
                  Financial Close occurs.

         (c)      The Borrower will notify all Original Lenders when Financial
                  Close occurs.

                                                                              10
<PAGE>

3.       REPRESENTATIONS

         Each Obligor makes the representations and warranties set out in this
         clause 3 to each Lender on the date of this Deed and on Financial Close
         in each case with reference to the facts and circumstances then
         existing.

3.1      STATUS

         (a)      It is a corporation, duly incorporated and validly existing
                  under the laws of its jurisdiction of incorporation.

         (b)      It has the power to own its assets and carry on its business
                  as it is being conducted.

3.2      BINDING OBLIGATIONS

         The obligations expressed to be assumed by it under each Finance
         Document to which it is a party are, subject to any general principles
         of law limiting creditors' rights generally, legal, valid, binding and
         enforceable obligations.

3.3      NON-CONFLICT WITH OTHER OBLIGATIONS

         The entry into and performance by it of, and the transactions
         contemplated by, the Finance Documents to which it is a party do not
         and will not conflict with:

         (a)      any law or regulation having the force of law applicable to
                  it;

         (b)      its constitutional documents; or

         (c)      any agreement or instrument binding upon it or any member of
                  the Group or any of its or any member of the Group's assets,
                  where any such conflict is reasonably likely to have a
                  Material Adverse Effect.

3.4      POWER AND AUTHORITY

         It has the power to enter into, perform and deliver, and has taken all
         necessary corporate action to authorise its entry into, performance and
         delivery of, the Finance Documents to which it is a party and the
         transactions contemplated by those Finance Documents.

3.5      AUTHORISATIONS

         All Authorisations required:

         (a)      to enable it lawfully to enter into, exercise its rights and
                  comply with its obligations under the Finance Documents to
                  which it is a party; and

         (b)      for it to carry on its business, and which are material, where
                  failure to obtain the relevant Authorisation would be
                  reasonably likely to have a Material Adverse Effect,

         have been obtained and are in full force and effect.

3.6      GOVERNING LAW AND ENFORCEMENT

         (a)      The choice of New South Wales law as the governing law of the
                  Finance Documents to which it is a party will be recognised
                  and enforced in its jurisdiction of incorporation.

                                                                              11
<PAGE>

         (b)      Any judgment obtained in New South Wales in relation to a
                  Finance Document to which it is a party will be recognised and
                  enforced in its jurisdiction of incorporation.

3.7      NO FILING OR STAMP TAXES

         Under the law of its jurisdiction of incorporation it is not necessary
         that the Finance Documents to which it is a party be filed, recorded or
         enrolled with any court or other authority in that jurisdiction or that
         any stamp, registration or similar Tax be paid on or in relation to
         those Finance Documents or the transactions contemplated by those
         Finance Documents.

3.8      NO DEFAULT

         (a)      No Event of Default is continuing or will result from the
                  making of any Drawdown.

         (b)      No other event or circumstance is outstanding which
                  constitutes a default under any other agreement or instrument
                  which is binding on it or to which its assets are subject
                  which would be reasonably likely to have a Material Adverse
                  Effect.

3.9      NO MISLEADING INFORMATION

         (a)      Any factual information provided by an Obligor for the
                  purposes of the Information Memorandum (excluding projections)
                  was true and accurate in all material respects as at the date
                  it was provided or as at the date (if any) at which it is
                  stated.

         (b)      Any financial projections provided by an Obligor contained in
                  the Information Memorandum have been prepared on the basis of
                  recent historical information and on the basis of reasonable
                  assumptions.

         (c)      Nothing has occurred or been omitted from the Information
                  Memorandum and no information has been given or withheld that
                  results in the information provided by an Obligor contained in
                  the Information Memorandum being untrue or misleading in any
                  material respect.

3.10     FINANCIAL STATEMENTS

         (a)      (In the case of the Borrower only) the Original Financial
                  Statements were prepared in accordance with GAAP consistently
                  applied unless expressly disclosed to the contrary.

         (b)      (In the case of the Borrower only) the Original Financial
                  Statements give a true and fair view and represent the
                  consolidated financial condition and operations of the Group
                  during the relevant financial year unless expressly disclosed
                  to the contrary.

         (c)      (In the case of the Borrower only) there has been no material
                  adverse change in the consolidated financial condition of the
                  Group since the date of the most recent accounts delivered in
                  accordance with clause 4.1.

3.11     PARI PASSU RANKING

         Its payment obligations under the Finance Documents rank at least pari
         passu with the claims of all its other unsecured and unsubordinated
         creditors, except for obligations mandatorily preferred by law applying
         to companies generally.

3.12     NO PROCEEDINGS PENDING OR THREATENED

         No litigation, arbitration or administrative proceedings of or before
         any court, arbitral body or agency which, if adversely determined,
         might reasonably be expected to have a Material Adverse

                                                                              12
<PAGE>

         Effect have (to the best of its knowledge and belief) been started or
         threatened against it or any member of the Group.

3.13     TRUSTEE

         It does not enter any Finance Document or hold any property as a
         trustee.

3.14     CORPORATE BENEFIT

         The entry into and performance of its obligations under each Finance
         Document to which it is a party is for its corporate benefit.

3.15     NO IMMUNITY FROM SUIT

         It does not, nor do its assets, enjoy immunity from any suit or
         execution.

3.16     REPETITION

         The Repeating Representations are deemed to be made by each Obligor to
         each Lender by reference to the facts and circumstances then existing
         on:

         (a)      the date of each Drawdown Notice and the first day of each
                  Interest Period, in each case, for that Lender; and

         (b)      in the case of an Additional Guarantor, the day on which the
                  company becomes (or it is proposed that the company becomes)
                  an Additional Guarantor.

4.       INFORMATION UNDERTAKINGS

         The undertakings in this clause 4 remain in force from the date of this
         Deed for so long as any amount is outstanding under the Finance
         Documents or any Commitment is in force.

4.1      FINANCIAL STATEMENTS

         The Borrower will supply to each Lender:

         (a)      as soon as the same become available, but in any event within
                  120 days after the end of each of its financial years its
                  audited consolidated financial statements for that financial
                  year; and

         (b)      as soon as the same become available, but in any event within
                  90 days after the end of each half of each of its financial
                  years its consolidated financial statements for that financial
                  half year.

4.2      COMPLIANCE CERTIFICATE

         (a)      The Borrower will supply to each Lender, with each set of
                  financial statements delivered pursuant to clause 4.1(a) or
                  4.1(b), a Compliance Certificate setting out (in reasonable
                  detail) computations as to compliance with clause 6 as at the
                  date as at which those financial statements were drawn up.

         (b)      Each Compliance Certificate will be signed by the General
                  Manager - Finance of the Borrower and will attach the
                  financial information, in reasonable detail, used to calculate
                  compliance with clause 6 and a reconciliation of that
                  information with the set of financial statements with which
                  the Compliance Certificate is provided.

                                                                              13
<PAGE>

4.3      REQUIREMENTS AS TO FINANCIAL STATEMENTS

         (a)      Each set of financial statements delivered by the Borrower
                  pursuant to clause 4.1(b) will be certified by an officer or a
                  director of the Borrower as fairly representing its
                  consolidated financial condition as at the date as at which
                  those financial statements were drawn up.

         (b)      The Borrower will procure that each set of financial
                  statements delivered pursuant to clause 4.1 is prepared using
                  GAAP.

4.4      INFORMATION: MISCELLANEOUS

         The Borrower will supply to each Lender:

         (a)      promptly upon becoming aware of them, the details of any
                  litigation, arbitration or administrative proceedings which
                  are current, threatened or pending against any member of the
                  Group, and which might, if adversely determined, have a
                  Material Adverse Effect;

         (b)      promptly, such further information regarding the financial
                  condition, business and operations of any member of the Group
                  as that Lender may, acting reasonably, request; and

         (c)      promptly, notice of any change in authorised signatories of
                  any Obligor signed by a director or secretary of the Obligor
                  accompanied by specimen signatures of any new signatories.

4.5      NOTIFICATION OF DEFAULT

         (a)      Each Obligor will notify each Lender of any Event of Default
                  (and the steps, if any, being taken to remedy it) promptly
                  upon becoming aware of its occurrence (unless that Obligor is
                  aware that a notification has already been provided by another
                  Obligor).

         (b)      Promptly upon a request by a Lender, acting reasonably, the
                  Borrower will supply to that Lender a certificate signed by a
                  director or a senior officer on its behalf certifying that no
                  Event of Default is continuing (or if an Event of Default is
                  continuing, specifying the Event of Default and the steps, if
                  any, being taken to remedy it).

4.6      ANNUAL BUDGET

         (a)      Subject to clause 4.6(b), the Borrower will supply to each
                  Lender on one occasion during each financial year, as soon as
                  it becomes available, its forecast financial statements for
                  the following financial year which will include a consolidated
                  statement of financial position, statement of financial
                  performance and cash flow statement (which for the avoidance
                  of doubt is inclusive of capital expenditure).

         (b)      The forecast financial statements provided in accordance with
                  clause 4.6(a) will be provided before the commencement of the
                  financial year to which the statements relate unless not
                  approved by the board of directors of the Borrower by that
                  date. If not approved by the board of directors of the
                  Borrower by that date, the forecast financial statements will
                  be supplied to each Lender within 7 days of that approval
                  being granted and, in any case, within 60 days of the
                  commencement of the financial year to which the statements
                  relate.

                                                                              14
<PAGE>

5.       GENERAL UNDERTAKINGS

         The undertakings in this clause 5 remain in force from the date of this
         Deed for so long as any amount is outstanding under the Finance
         Documents or any Commitment is in force.

5.1      AUTHORISATIONS

         Each Obligor will promptly obtain, comply with and do all that is
         necessary to maintain in full force and effect any Authorisation
         required to enable it to perform its obligations under the Finance
         Documents to which it is party and to ensure the legality, validity or
         enforceability of any such Finance Document and, to the extent that the
         failure by it to obtain or maintain such Authorisation is reasonably
         likely to have a Material Adverse Effect, any material Authorisation
         required for it to carry on its business.

5.2      COMPLIANCE WITH LAWS

         Each Obligor will comply in all respects with all laws to which it may
         be subject, if failure so to comply is reasonably likely to have a
         Material Adverse Effect.

5.3      NEGATIVE PLEDGE

         (a)      No Obligor will (and the Borrower will ensure that no other
                  member of the Group will) create or permit to subsist any
                  Security over any of its assets.

         (b)      No Obligor will (and the Borrower will ensure that no other
                  member of the Group will):

                  (i)      sell, transfer or otherwise dispose of any of its
                           assets on terms whereby they are or may be leased to
                           or re-acquired by an Obligor or any other member of
                           the Group;

                  (ii)     sell, transfer or otherwise dispose of any of its
                           receivables on recourse terms;

                  (iii)    enter any title retention arrangement; or

                  (iv)     enter into any arrangement under which money or the
                           benefit of a bank or other account may be applied,
                           set-off or made subject to a combination of accounts,

                  in circumstances where the arrangement or transaction is
                  entered into primarily as a method of raising Financial
                  Indebtedness or of financing the acquisition of an asset.

         (c)      Clauses 5.3(a) and 5.3(b) do not apply to:

                  (i)      the Agreed Securities;

                  (ii)     any Security or other interest created pursuant to
                           the Cross Border Lease Documents or the SA Lease
                           Security;

                  (iii)    any netting or set-off arrangement entered into by
                           any member of the Group in the ordinary course of its
                           banking arrangements for the purpose of netting debit
                           and credit balances;

                  (iv)     any Security arising by operation of law or in the
                           ordinary course of trading so long as the debt it
                           secures is paid when due or contested in good faith;

                                                                              15
<PAGE>

                  (v)      any Security or other arrangement of the type
                           referred to in clause 5.3(b) over or affecting any
                           asset acquired by a member of the Group after the
                           date of this Deed if:

                           A.       the Security or other arrangement was not
                                    created in contemplation of the acquisition
                                    of that asset by a member of the Group;

                           B.       the principal amount secured has not been
                                    increased in contemplation of, or since, the
                                    acquisition of that asset by a member of the
                                    Group; and

                           C.       the Security or other arrangement is removed
                                    or discharged within 12 months of the date
                                    of acquisition of such asset;

                  (vi)     any Security or other arrangement of the type
                           referred to in clause 5.3(b) over or affecting any
                           asset of any entity which becomes a member of the
                           Group after the date of this Deed, where the Security
                           or other arrangement is created prior to the date on
                           which that entity becomes a member of the Group, if:

                           A.       the Security or other arrangement was not
                                    created in contemplation of the acquisition
                                    of that entity;

                           B.       the principal amount secured has not
                                    increased in contemplation of or since the
                                    acquisition of that entity; and

                           C.       the Security or other arrangement is removed
                                    or discharged within 12 months of that
                                    entity becoming a member of the Group; or

                  (vii)    subject to the terms of the Agreed Securities, any
                           Security or any other arrangement of the type
                           referred to in clause 5.3(b) securing in any manner
                           indebtedness the principal amount of which (excluding
                           the principal amount of any other indebtedness which
                           has the benefit of any Security or other arrangement
                           as permitted under clauses 5.3(c)(i) to 5.3(c)(vi))
                           does not exceed 15% of the value of the Total Assets
                           at any time (or its equivalent in another currency or
                           currencies).

         (d)      If any Security or other arrangement of the type referred to
                  in clause 5.3(b) is granted over or affects any of the assets
                  of any Chargor on the terms permitted by clause 5.3(c) and the
                  Agreed Securities, the Security Trustee must:

                  (i)      in the case of the grant of any Security, as soon as
                           practicable after a request from any Chargor, enter
                           into a priority agreement (in a form reasonably
                           acceptable to the relevant Chargor) with respect to
                           that Security in order to provide that such Security
                           ranks ahead of the Agreed Securities and the Lenders
                           consent to each such priority agreement being entered
                           into; and

                  (ii)     in the case of any other arrangement of the type
                           referred to in clause 5.3(b), release from the Agreed
                           Securities all of the assets affected by the
                           arrangement and the Lenders consent to such release.

                                                                              16
<PAGE>

5.4      DISPOSALS

         (a)      No Obligor will (and the Borrower will ensure that no other
                  member of the Group will), enter into a single transaction or
                  a series of transactions (whether related or not) and whether
                  voluntary or involuntary to sell, lease, transfer or otherwise
                  dispose of any asset (in any case excluding any sale, lease,
                  transfer or other disposal of the nature referred to in clause
                  5.3(a) or 5.3(b)).

         (b)      Clause 5.4(a) does not apply to any sale, lease, transfer or
                  other disposal:

                  (i)      made in the ordinary course of trading of the
                           disposing entity;

                  (ii)     of assets in exchange for, or where the proceeds of
                           disposal are used to acquire, other assets comparable
                           or superior as to type, value and quality and for a
                           similar purpose;

                  (iii)    where an asset is surplus to the requirements of the
                           disposing entity; or

                  (iv)     subject to the terms of the Agreed Securities, where
                           the higher of the market value or consideration
                           receivable (when aggregated with the higher of the
                           market value or consideration receivable for any
                           other relevant sale, lease, transfer or other
                           disposal, other than any permitted under clause
                           5.4(b)(i), 5.4(b)(ii) or 5.4(b)(iii)) does not exceed
                           $25,000,000 (or its equivalent in another currency or
                           currencies) in any financial year.

         (c)      If any assets of any Chargor are sold, leased, transferred or
                  otherwise disposed of on the terms permitted by clause 5.4(b)
                  and the Agreed Securities, the Security Trustee must release
                  from the Agreed Securities all of those assets which are sold,
                  leased, transferred or otherwise disposed of and the Lenders
                  consent to such release.

5.5      MERGER

         No Obligor will (and the Borrower will ensure that no other member of
         the Group will) enter into any amalgamation, demerger, merger or
         corporate reconstruction (unless the objective is to distribute excess
         cash which cannot otherwise be distributed or it is a voluntary solvent
         amalgamation, demerger, merger or corporate reconstruction) where to do
         so would be reasonably likely to result in a Material Adverse Effect.

5.6      CHANGE OF BUSINESS

         The Borrower will procure that no substantial change is made to the
         general nature of the business of the Borrower or the Group from that
         carried on at the date of this Deed.

5.7      TAX

         The Borrower agrees that it will not make any election as a result of
         which the Borrower and its wholly owned Subsidiaries will form a
         consolidated group for taxation purposes with respect to any period
         after the date of this Deed unless the Borrower has, on or before the
         date of the making of the election, taken steps to ensure that the
         Borrower and all Subsidiary members of the proposed consolidated group
         have entered a valid tax sharing agreement in accordance with Division
         721 of the Income Tax Assessment Act 1997 (Commonwealth) and that the
         tax sharing agreement, amongst other matters, allocates to the Excluded
         Subsidiaries, if party to the consolidated group, a liability to
         contribute to the tax-related liabilities of the consolidated group in
         an amount that at least equates with, but is not less than, the
         notional tax liability that each of those Excluded Subsidiaries would
         have incurred as a separate taxpayer if no election had been made for
         the consolidation of that group.

                                                                              17
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5.8      INSURANCE

         Each Obligor will ensure that it has insurance policies in place which
         would be customarily held by a prudent operator carrying on a business
         similar to the business carried on by the Obligors.

5.9      ARM'S LENGTH TERMS

         No Obligor will and the Borrower will procure that no member of the
         Group will enter into any material transaction with any person other
         than on arm's length terms and for full market value, other than any
         transaction with any other Obligor.

5.10     OWNERSHIP OF ASSETS

         The Borrower must ensure that the Guarantors, together with the
         Borrower, hold 90% or more of the Total Assets.

5.11     INTEREST RATE HEDGING

         The Borrower will ensure that it has an appropriate interest rate
         hedging program in place.

5.12     NON-QUANTIFIABLE GUARANTEES AND FINANCIAL ACCOMMODATION

         (a)      No Obligor will give any guarantee or indemnity to any third
                  party in respect of any obligation of an Excluded Subsidiary
                  owing to that third party in circumstances where the
                  liabilities of that Obligor under that guarantee or indemnity
                  do not constitute specifically quantifiable Financial
                  Indebtedness.

         (b)      No Obligor will provide any financial accommodation directly
                  to any Excluded Subsidiary except where the amount owing by
                  the Excluded Subsidiaries to the Obligors in respect of that
                  financial accommodation, when aggregated with all other
                  amounts owing to the Obligors by the Excluded Subsidiaries in
                  respect of any financial accommodation provided directly to
                  the Excluded Subsidiaries as at that time, is not greater than
                  $10,000,000 (or its equivalent in any other currencies).

         (c)      For the avoidance of doubt, nothing in this clause 5.12
                  restricts the ability of the Borrower to provide for or
                  procure the issue of any letter of credit for the benefit of
                  any Excluded Subsidiary provided that the obligations of the
                  Borrower in respect of any such letter of credit are included
                  in the Financial Indebtedness of the Group.

6.       FINANCIAL COVENANTS

         The covenants in this clause 6 remain in force from the date of this
         Deed for so long as any amount is outstanding under the Finance
         Documents or any Commitment is in force.

6.1      INTEREST COVER RATIO

         (a)      The Interest Cover Ratio as at each Calculation Date will be
                  either:

                  (i)      not less than 2.5:1; or

                  (ii)     subject to relief being available under clause
                           6.1(b), less than 2.5:1 but not less than 2.0:1.

         (b)      In the case of clause 6.1(a)(ii), this relief is only
                  available for up to 3 consecutive Calculation Dates. In the
                  event that relief is sought under clause 6.1(a)(ii), relief
                  under clause 6.1(a)(ii) will only be available again:

                                                                              18
<PAGE>

                  (i)      where the Interest Cover Ratio is less than 2.5:1 but
                           not less than 2.0:1 for one or 2 consecutive
                           Calculation Dates, once the Interest Cover Ratio has
                           exceeded 2.5:1 for the next 4 consecutive Calculation
                           Dates; and

                  (ii)     where the Interest Cover Ratio is less than 2.5:1 but
                           not less than 2.00:1 for 3 consecutive Calculation
                           Dates, once the Interest Cover Ratio has exceeded
                           2.5:1 for the next 4 consecutive Calculation Dates
                           or, subject to the unanimous agreement of Lenders
                           after the fourth period, 6 consecutive Calculation
                           Dates.

6.2      TOTAL DEBT/TOTAL ASSETS

         Total Debt divided by Total Assets as at each Calculation Date will be
         not greater than 70%.

7.       EVENTS OF DEFAULT

         Each of the events or circumstances set out in clause 7 (other than
         clause 7.13) is an Event of Default.

7.1      NON-PAYMENT

         An Obligor does not pay on the due date any amount payable pursuant to
         a Finance Document at the place at and in the currency in which it is
         expressed to be payable unless:

         (a)      its failure to pay is caused by administrative or technical
                  error; and

         (b)      payment is made within 2 Business Days of its due date.

7.2      FINANCIAL COVENANTS

         Any covenant in clause 6 is not satisfied.

7.3      OTHER OBLIGATIONS

         (a)      An Obligor does not comply with any provision of the Finance
                  Documents (other than those referred to in clauses 7.1 and
                  7.2).

         (b)      No Event of Default under clause 7.3(a) will occur if the
                  failure to comply is capable of remedy and is remedied within
                  30 Business Days of any Lender giving notice to the Borrower
                  or the Borrower becoming aware of the failure to comply.

7.4      MISREPRESENTATION

         (a)      Any representation or statement made or deemed to be made by
                  an Obligor in the Finance Documents or any other document
                  delivered by or on behalf of any Obligor under or in
                  connection with any Finance Document is or proves to have been
                  incorrect or misleading in any material respect when made or
                  deemed to be made.

         (b)      No Event of Default under clause 7.4(a) will occur if the
                  circumstances causing such misrepresentation are capable of
                  remedy and such circumstances are remedied within 30 Business
                  Days of any Lender giving notice to the Borrower or the
                  Borrower becoming aware of the misrepresentation.

7.5      CROSS DEFAULT

         (a)      Any Financial Indebtedness of any member of the Group is not
                  paid when due nor within any applicable grace period.

                                                                              19
<PAGE>

         (b)      Any Financial Indebtedness of any member of the Group is
                  declared to be or otherwise becomes due and payable prior to
                  its specified maturity as a result of an event of default or
                  review event (however described).

         (c)      Any creditor of any member of the Group becomes entitled to
                  declare any Financial Indebtedness of any member of the Group
                  due and payable prior to its specified maturity as a result of
                  an event of default (however described) which has not be
                  remedied or waived by that creditor.

         (d)      No Event of Default will occur under clause 7.5(a), 7.5(b) or
                  7.5(c) if the aggregate amount of Financial Indebtedness
                  falling within clause 7.5(a), 7.5(b) or 7.5(c) is less than
                  $25,000,000 (or its equivalent in any other currency or
                  currencies).

7.6      INSOLVENCY

         (a)      A member of the Group is or is presumed or deemed to be unable
                  or admits its inability to pay its debts as they fall due,
                  suspends making payments on any of its debts or, by reason of
                  actual or anticipated financial difficulties, commences
                  negotiations with one or more of its creditors with a view to
                  rescheduling any of its indebtedness.

         (b)      A moratorium is declared in respect of any indebtedness of any
                  member of the Group.

7.7      INSOLVENCY PROCEEDINGS

         Any of the following occurs:

         (a)      any corporate action by an Obligor or legal proceedings (other
                  than legal proceedings which are disputed by any Obligor
                  acting diligently and in good faith and which are dismissed
                  within 30 Business Days) is taken in relation to the
                  suspension of payments, a moratorium of any indebtedness,
                  dissolution or reorganisation (by way of voluntary
                  arrangement, scheme of arrangement or otherwise) of any member
                  of the Group other than a solvent reorganisation of any member
                  of the Group;

         (b)      a composition, assignment or arrangement with any creditor of
                  any member of the Group is entered into or any corporate
                  action is taken by any Obligor to enter into such a
                  composition, assignment or arrangement;

         (c)      the appointment of a liquidator (other than in respect of a
                  solvent liquidation of a member of the Group), receiver,
                  administrator, administrative receiver, compulsory manager or
                  other similar officer in respect of any member of the Group or
                  any of its assets, any application is made to a court for the
                  purposes of appointing such a person (other than an
                  application which is disputed by an Obligor acting diligently
                  and in good faith and dismissed within 30 Business Days) or
                  any corporate action is taken by any Obligor to appoint such a
                  person;

         (d)      enforcement of any Security over any assets of any member of
                  the Group; or

         (e)      any analogous event occurs in any jurisdiction.

7.8      CREDITORS' PROCESS

         Any expropriation, attachment, sequestration, distress or execution
         affects any asset or assets of a member of the Group having an
         aggregate value of not less than $25,000,000 (or its equivalent in any
         other currency or currencies) and is not discharged within 30 Business
         Days.

                                                                              20
<PAGE>

7.9      OWNERSHIP OF THE OBLIGORS

         Any Obligor (other than the Borrower) ceases to be a wholly owned
         Subsidiary of the Borrower other than as permitted in accordance with
         the Finance Documents.

7.10     UNLAWFULNESS

         It is or becomes unlawful for an Obligor to perform any of its
         obligations under the Finance Documents.

7.11     REPUDIATION

         An Obligor repudiates a Finance Document or evidences an intention to
         repudiate a Finance Document.

7.12     MATERIAL ADVERSE EFFECT

         Any event occurs which will have or has had a Material Adverse Effect.

7.13     ACCELERATION

         On and at any time after the occurrence of an Event of Default which is
         continuing, the Majority Lenders, by notice to the Borrower, may:

         (a)      cancel the Total Commitments at which time they will
                  immediately be cancelled; and/or

         (b)      declare that all or part of the Advances, together with
                  accrued interest, and all other amounts accrued under the
                  Finance Documents be immediately due and payable, whereupon
                  they will become immediately due and payable; and/or

         (c)      declare that all or part of the Advances be payable on demand,
                  whereupon they will immediately become payable on demand by
                  the relevant Lender; and/or

         (d)      declare that the Borrower will immediately pay an amount equal
                  to the Outstanding Liability Amounts under all outstanding
                  Letters of Credit, at which time such amount will become
                  immediately due and payable to the Working Capital Bank (and,
                  once paid, the Working Capital Bank will hold such amount in
                  an interest bearing account for application to reimburse the
                  Working Capital Bank for all payments made under any Letter of
                  Credit issued by it, with the balance, if any, to be promptly
                  returned to the Borrower after settlement of such payments).

8.       REVIEW EVENT

         (a)      If Wesfarmers Limited (ACN 008 984 049) and Genesee & Wyoming
                  Inc. jointly cease to control (as defined for the purposes of
                  section 50AA of the Corporations Act) the Borrower this will
                  be a Review Event and:

                  (i)      the Borrower will notify the Lenders of this Review
                           Event; and

                  (ii)     the Borrower and the Lenders will, as soon as
                           practicable after the issue by the Borrower of a
                           notice in accordance with clause 8(a)(i), negotiate
                           for the purposes of determining the effect that the
                           Review Event will have on the Obligors and their
                           ability to comply with their obligations under the
                           Finance Documents and any changes required to be made
                           to the Finance Documents as a result of the Review
                           Event.

                                                                              21
<PAGE>

         (b)      If within 60 Business Days of the issue by the Borrower of a
                  notice in accordance with clause 8(a)(i) an outcome
                  satisfactory to the Borrower and the Majority Lenders has not
                  been achieved in respect of the negotiations referred to in
                  clause 8(a)(ii), the Majority Lenders may, by notice to the
                  Borrower, take any of the actions referred to in clause 7.13.

9.       REPAYMENT, PREPAYMENT AND CANCELLATION

9.1      ILLEGALITY

         If it becomes unlawful in any jurisdiction for a Lender to maintain any
         Advance made by it or Letter of Credit issued by it or to make
         available Drawdowns under any Loan Agreement to which it is a party:

         (a)      that Lender will promptly notify the Borrower upon becoming
                  aware of that event;

         (b)      the Lender's obligations to make available any Drawdown under
                  any Loan Agreement to which it is a party will be suspended
                  for the duration of such illegality; and

         (c)      if the relevant illegality cannot be rectified in accordance
                  with clause 14, the Borrower will repay to that Lender:

                  (i)      each Advance made by it on the last day of the
                           Interest Period for that Advance occurring after the
                           Lender has notified the Borrower in accordance with
                           clause 9.1(a); and

                  (ii)     each Letter of Credit issued by it within 30 Business
                           Days of receipt by it of that notice,

                  or, in each case, if earlier, will make such repayment on the
                  date specified by the Lender in the notice delivered to the
                  Borrower in accordance with clause 9.1(a) (being no earlier
                  than the last day of any applicable grace period permitted by
                  law).

9.2      VOLUNTARY CANCELLATION

         The Borrower may, if it gives any Lender not less than 2 Business Days'
         (or such shorter period as that Lender may agree) prior notice, cancel
         the whole or any part (being a minimum amount of $1,000,000 and in
         multiples of $1,000,000) of any Commitment of that Lender, provided
         that such cancellation may only be effected to the extent of the amount
         of the applicable Commitment unutilised on the date of the
         cancellation.

9.3      REPAYMENTS AND VOLUNTARY PREPAYMENTS

         (a)      The Borrower will repay principal amounts falling due under
                  any Loan Agreement in accordance with that Loan Agreement or
                  this Deed and not in any other manner.

         (b)      The Borrower may, if it gives any Lender not less than 2
                  Business Days' (or such shorter period as that Lender may
                  agree) prior notice, prepay the whole or any part of any
                  Advance or Letter of Credit provided by that Lender (but, if
                  in part, being a minimum amount of $1,000,000 and in multiples
                  of $1,000,000).

9.4      ADDITIONAL RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A LENDER

         (a)      If:

                  (i)      any sum payable to any Lender by an Obligor is
                           required to be increased under clause 11.2(c); or

                                                                              22
<PAGE>

                  (ii)     any Lender claims indemnification from the Borrower
                           under clause 11.3 or 12.1,

                  the Borrower may, whilst the circumstance giving rise to the
                  requirement or indemnification continues, give that Lender
                  notice of cancellation of all of the Commitments of that
                  Lender and its intention to procure the repayment of all
                  Advances made, and Letters of Credit issued, by that Lender.

         (b)      On receipt of a notice referred to in clause 9.4(a), the
                  Commitments of that Lender will immediately be reduced to
                  zero.

         (c)      On the last day of each Interest Period for any Advance made
                  by a Lender which ends after the Borrower has given notice to
                  that Lender under clause 9.4(a) (or, if earlier, the date
                  specified by the Borrower in that notice), the Borrower will
                  repay to that Lender that Advance. On the date specified by
                  the Borrower in that notice the Borrower will repay to that
                  Lender each Letter of Credit to which that notice applies.

9.5      RESTRICTIONS

         (a)      Any notice of cancellation, prepayment or repayment given by
                  the Borrower under this clause 9 or any other Finance Document
                  will be irrevocable and, unless a contrary indication appears
                  in the relevant Finance Document, will specify the date or
                  dates upon which the relevant cancellation, prepayment or
                  repayment is to be made and the amount of that cancellation,
                  prepayment or repayment.

         (b)      Any prepayment or repayment under any Finance Document will be
                  made together with accrued interest on the amount prepaid or
                  repaid and, subject to clause 13, without premium or penalty.

         (c)      The Borrower may not reborrow any part of any Term Facility
                  which is prepaid or repaid.

         (d)      Unless a contrary indication appears in any Finance Document,
                  any part of any Revolving Facility or the Working Capital
                  Facility which is prepaid or repaid may be reutilised in
                  accordance with the terms of the Loan Agreement under which
                  that Facility is provided.

         (e)      The Borrower will not repay or prepay all or any part of the
                  Advances or Letters of Credit or cancel all or any part of the
                  Commitments except at the times and in the manner expressly
                  provided for in the Finance Documents.

         (f)      No amount of the Total Commitments cancelled under the Finance
                  Documents may be subsequently reinstated.

9.6      LETTERS OF CREDIT

         (a)      If and to the extent that any prepayment or repayment of any
                  Working Capital Utilisations made or required to be made under
                  any provision of any Finance Document could be satisfied by a
                  prepayment or repayment of Working Capital Advances, then
                  Working Capital Advances rather than Letters of Credit will be
                  prepaid or repaid.

         (b)      For the avoidance of doubt, clause 1.2(e)(i) describes the
                  manner in which a Letter of Credit may be prepaid or repaid
                  for the purposes of any Finance Document and any prepayment or
                  repayment of a Letter of Credit will be effected only in that
                  manner.

                                                                              23
<PAGE>

10.      DEFAULT INTEREST

         (a)      Without limiting the terms of any other Finance Document, if
                  an Obligor (other than the Borrower) fails to pay to any
                  Finance Party any amount payable by it under a Finance
                  Document on its due date, interest will accrue on the overdue
                  amount from the due date up to the date of actual payment
                  (both before and after judgment) at a rate 2 per cent higher
                  than the rate which would have been payable if the overdue
                  amount had, during the period of non-payment, constituted an
                  Advance by that Lender for successive Interest Periods, each
                  of a duration selected by that Lender (acting reasonably). Any
                  interest accruing under this clause 10 will be immediately
                  payable by the Obligor on demand by the Finance Party.

         (b)      Default interest (if unpaid) arising on an overdue amount will
                  be compounded with the overdue amount at the end of each
                  Interest Period applicable to that overdue amount but will
                  remain immediately due and payable.

11.      TAX GROSS UP AND INDEMNITIES

11.1     DEFINITIONS

         (a)      In this clause 11:

                  "PROTECTED PARTY" means a Lender which is or will be, for or
                  on account of Tax, subject to any liability or required to
                  make any payment in relation to a sum received or receivable
                  (or any sum deemed for the purposes of Tax to be received or
                  receivable) under a Finance Document to which that Lender is a
                  party.

                  "TAX CREDIT" means a credit against, relief or remission for,
                  or repayment of any Tax.

                  "TAX DEDUCTION" means a deduction or withholding for or on
                  account of Tax from a payment under a Finance Document.

                  "TAX PAYMENT" means an increased payment made by an Obligor to
                  a Lender under clause 11.2 or a payment under clause 11.3.

         (b)      In this clause 11 a reference to "determines" or "determined"
                  means a determination made by the person making the
                  determination acting reasonably and in good faith.

11.2     TAX GROSS-UP

         (a)      Each Obligor will make all payments to be made by it under any
                  Finance Document without any Tax Deduction unless such Tax
                  Deduction is required by law.

         (b)      The Borrower or a Lender will promptly upon becoming aware
                  that an Obligor must make a Tax Deduction (or that there is
                  any change in the rate or the basis of a Tax Deduction)
                  notify, in the case of the Borrower, each affected Lender and
                  in the case of any Lender, the Borrower.

         (c)      If a Tax Deduction is required by law to be made by an Obligor
                  except in relation to a Tax described in clause 11.3(b), the
                  amount of the payment due from that Obligor will be increased
                  to an amount which (after making any Tax Deduction) leaves an
                  amount equal to the payment which would have been due if no
                  Tax Deduction had been required.

                                                                              24
<PAGE>

         (d)      If an Obligor is required to make a Tax Deduction, that
                  Obligor will make that Tax Deduction and any payment required
                  in connection with that Tax Deduction within the time allowed
                  and in the minimum amount required by law.

         (e)      Within 30 Business Days of making either a Tax Deduction or
                  any payment required in connection with that Tax Deduction,
                  the Obligor making that Tax Deduction will deliver to the
                  Lender entitled to the payment evidence satisfactory to that
                  Lender, acting reasonably, that the Tax Deduction has been
                  made or (as applicable) any appropriate payment paid to the
                  relevant taxing authority.

11.3     TAX INDEMNITY

         (a)      The Borrower will (within 3 Business Days of demand by a
                  Protected Party) pay to that Protected Party an amount equal
                  to the loss, liability or cost which that Protected Party
                  determines will be or has been (directly or indirectly)
                  suffered for or on account of Tax by that Protected Party.

         (b)      Clause 11.3(a) will not apply with respect to any Tax assessed
                  on a Lender:

                  (i)      if that Tax is imposed on or calculated by reference
                           to the net income received or receivable by that
                           Lender:

                           A.       under the law of the jurisdiction in which
                                    that Lender is incorporated or, if
                                    different, the jurisdiction (or
                                    jurisdictions) in which that Lender is
                                    treated as resident for tax purposes; or

                           B.       under the law of the jurisdiction in which
                                    that Lender's Facility Office is located in
                                    respect of amounts received or receivable in
                                    that jurisdiction; or

                  (ii)     which is Australian Withholding Tax in respect of any
                           interest paid to an Offshore Associate of the
                           relevant Obligor.

         (c)      A Protected Party making or intending to make a claim pursuant
                  to clause 11.3(a) will promptly notify the Borrower of the
                  event which will give, or has given, rise to the claim.

11.4     TAX CREDIT

         If an Obligor makes a Tax Payment and the relevant Lender determines
         that a Tax Credit is attributable to that Tax Payment the Lender will,
         subject to clause 22, pay an amount to the Obligor which that Lender
         determines will leave it (after that payment) in the same after-Tax
         position as it would have been in had the Tax Payment not been made by
         the Obligor provided that if, after payment is made to any Obligor
         under this clause, the relevant Lender is not able (after using all
         reasonable endeavours) to obtain the benefit of the Tax Credit or part
         of it, the Obligor will refund the payment or the appropriate part.

11.5     STAMP DUTIES AND TAXES

         The Borrower will:

         (a)      pay; and

         (b)      within 3 Business Days of demand, indemnify each Finance Party
                  against any cost, loss or liability that Finance Party incurs
                  in relation to,

         all stamp duty, registration and other similar Taxes payable in respect
         of this Deed.

                                                                              25
<PAGE>

11.6     INDIRECT TAX

         (a)      All payments to be made by an Obligor to any Finance Party
                  under or in connection with any Finance Document have been
                  calculated without regard to Indirect Tax. If all or part of
                  any such payment is the consideration for a taxable supply or
                  chargeable with Indirect Tax then, when the Obligor makes the
                  payment:

                  (i)      it must pay to the Finance Party an additional amount
                           equal to that payment (or part) multiplied by the
                           appropriate rate of Indirect Tax; and

                  (ii)     the Finance Party will promptly provide to the
                           Obligor a tax invoice complying with the relevant law
                           relating to that Indirect Tax.

         (b)      Where a Finance Document requires an Obligor to reimburse a
                  Finance Party for any costs or expenses, that Obligor will
                  also at the same time pay and indemnify that Finance Party
                  against all Indirect Tax incurred by that Finance Party in
                  respect of the costs or expenses, except to the extent that
                  that Finance Party is entitled to repayment or credit in
                  respect of the Indirect Tax. The Finance Party will promptly
                  provide to the Obligor a tax invoice complying with the
                  relevant law relating to each such payment.

12.      INCREASED COSTS

12.1     INCREASED COSTS

         (a)      Subject to clause 12.3, the Borrower will, within 3 Business
                  Days of a demand by a Lender, pay for the account of that
                  Lender the amount of any Increased Costs incurred by that
                  Lender as a result of:

                  (i)      the introduction of or any change in (or in the
                           interpretation or application of) any Australian law
                           or Australian rule or regulation which if not having
                           the force of law is one which responsible financial
                           institutions would normally comply with occurring, in
                           either case, after the date of this Deed; or

                  (ii)     compliance with any Australian law or Australian rule
                           or regulation which if not having the force of law is
                           one which responsible financial institutions would
                           normally comply with where made, in either case,
                           after the date of this Deed.

         (b)      In this clause 12 "INCREASED COSTS" means, in respect of any
                  Lender:

                  (i)      a reduction in the rate of return from any Facility
                           or on the Lender's overall capital (including,
                           without limitation, as a result of any reduction in
                           the rate of return on capital as more capital is
                           required to be allocated);

                  (ii)     any additional or increased costs; or

                  (iii)    a reduction of any amount due and payable under any
                           Finance Document,

                  which is incurred or suffered by that Lender or any of its
                  Affiliates to the extent that it is attributable to that
                  Lender having entered into its Commitments (or any of them) or
                  funding or performing its obligations under any Finance
                  Document.

12.2     INCREASED COST CLAIMS

         (a)      A Lender intending to make a claim pursuant to clause 12.1
                  will promptly notify the Borrower of the event giving rise to
                  the claim.

                                                                              26
<PAGE>

         (b)      Each Lender will, with any demand made in accordance with
                  clause 12.1, attach a certificate confirming the amount of its
                  Increased Costs claimed and providing evidence of how that
                  amount was calculated.

12.3     EXCEPTIONS

         (a)      Clause 12.1 does not apply to the extent any Increased Cost
                  is:

                  (i)      attributable to a Tax Deduction required by law to be
                           made by an Obligor;

                  (ii)     compensated for by clause 11.3 (or would have been
                           compensated for under clause 11.3 but was not so
                           compensated solely because one of the exclusions in
                           clause 11.3(b) applied); or

                  (iii)    attributable to the wilful breach by the relevant
                           Lender or its Affiliates of any law or regulation.

         (b)      In this clause 12.3, a reference to a "TAX DEDUCTION" has the
                  same meaning given to the term in clause 11.1.

13.      OTHER INDEMNITIES

13.1     CURRENCY INDEMNITY

         (a)      If any sum due from an Obligor under the Finance Documents (a
                  "SUM"), or any order, judgment or award given or made in
                  relation to a Sum, has to be converted from the currency (the
                  "FIRST CURRENCY") in which that Sum is payable into another
                  currency (the "SECOND CURRENCY") for the purpose of:

                  (i)      making or filing a claim or proof against that
                           Obligor; or

                  (ii)     obtaining or enforcing an order, judgment or award in
                           relation to any litigation or arbitration
                           proceedings,

                  that Obligor will as an independent obligation, within 3
                  Business Days of demand, indemnify each Finance Party to whom
                  that Sum is due against any cost, loss or liability arising
                  out of or as a result of the conversion including any
                  discrepancy between (A) the rate of exchange used to convert
                  that Sum from the First Currency into the Second Currency and
                  (B) the rate or rates of exchange available to that person at
                  the time of its receipt of that Sum.

         (b)      Each Obligor waives any right it may have in any jurisdiction
                  to pay any amount under the Finance Documents in a currency or
                  currency unit other than that in which it is expressed to be
                  payable.

13.2     OTHER INDEMNITIES

         (a)      The Borrower will, within 3 Business Days of demand, indemnify
                  each Finance Party against any cost, loss or liability
                  (excluding loss of margin) incurred by that Finance Party as a
                  result of:

                  (i)      the occurrence of any Event of Default;

                  (ii)     a failure by any Obligor to pay to that Finance Party
                           any amount due to that Finance Party under a Finance
                           Document on its due date;

                                                                              27
<PAGE>

                  (iii)    in the case of a Lender, funding, or making
                           arrangements to fund, its participation in a Drawdown
                           requested by the Borrower in a Drawdown Notice
                           addressed to that Lender but not made by reason of
                           the operation of any one or more of the provisions of
                           any Finance Document (other than by reason of default
                           or negligence by that Lender); or

                  (iv)     any amount of principal not being prepaid in
                           accordance with a notice of prepayment given by the
                           Borrower to that Finance Party.

         (b)      The Borrower will, within 10 Business Days of demand,
                  indemnify each Finance Party against any reasonable costs
                  incurred by that Finance Party directly as a result of
                  complying with the requirements of any enquiry, investigation,
                  subpoena (or similar order) or litigation with respect to an
                  Obligor or with respect to the transactions contemplated or
                  financed under the Finance Documents, provided that the
                  Finance Party is required by law to comply with those
                  requirements.

13.3     BREAK COSTS

         (a)      The Borrower will, within 3 Business Days of demand by a
                  Lender, pay to that Lender its Break Costs attributable to all
                  or any part of an Advance being prepaid or repaid by the
                  Borrower on a day other than the last day of an Interest
                  Period for that Advance.

         (b)      Each Lender that makes a demand in accordance with clause
                  13.3(a), will attach to that demand a certificate confirming
                  the amount of its Break Costs claimed and providing evidence
                  of how that amount was calculated.

13.4     BREAK BENEFITS

         Where any Lender determines in good faith and in accordance with then
         current standard market practice that, following the repayment to it of
         all or any part of any Advance on a day other than the last day of an
         Interest Period for that Advance or the occurrence of an event referred
         to in clauses 13.2(a) to 13.2(d) and by reason of:

         (a)      the liquidation or redeployment of deposits or other funds
                  acquired or contracted for by that Lender to fund or maintain
                  any Advance or amount; or

         (b)      the reversing or termination of any agreement or arrangement
                  entered into by that Lender to hedge, fix or limit its
                  effective cost of funding or maintaining any Advance or other
                  amount; and

         (c)      in either case, as a result of any movement of interest rates,

         that it has received a financial benefit or profit, then that Lender
         will promptly pay that amount to the Borrower.

14.      MITIGATION BY THE LENDERS

14.1     MITIGATION

         (a)      Each Lender will, in consultation with the Borrower, take all
                  reasonable steps to mitigate any circumstances which arise and
                  which would result in any amount becoming payable under, or
                  cancelled pursuant to, any of clause 9.1, 11 (excluding
                  clauses 11.5 and 11.6) or 12 including but not limited to
                  transferring its rights and obligations under the Finance
                  Documents to another Affiliate or Facility Office.

         (b)      Clause 14.1(a) does not in any way limit the obligations of
                  any Obligor under the Finance Documents.

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<PAGE>

14.2     LIMITATION OF LIABILITY

         The Borrower will indemnify each Lender for all costs and expenses
         reasonably incurred by that Lender as a result of steps taken by it,
         acting reasonably, under clause 14.1.

15.      COSTS AND EXPENSES

15.1     TRANSACTION EXPENSES

         The Borrower will promptly on demand pay each Finance Party the amount
         of all costs and expenses (including legal fees) reasonably incurred by
         it in connection with the negotiation, preparation and execution of the
         Finance Documents, any subsequent amendment or waiver in respect of, or
         consent under, the Finance Documents, where such amendment, waiver or
         consent is requested by an Obligor and entry into any priority deed on
         the terms contemplated by clause 5.3(d) or any Agreed Security.

15.2     ENFORCEMENT COSTS

         The Borrower will, within 10 Business Days of demand, pay to each
         Finance Party the amount of all costs and expenses (including legal
         fees) incurred by that Finance Party in connection with the enforcement
         of, or the preservation of any rights under any Finance Document.

16.      GUARANTEE AND INDEMNITY

16.1     GUARANTEE AND INDEMNITY

         Each Guarantor irrevocably and unconditionally jointly and severally:

         (a)      guarantees to each Finance Party punctual performance by the
                  Borrower of all of the Borrower's obligations under the
                  Finance Documents;

         (b)      undertakes with each Finance Party that whenever the Borrower
                  does not pay any amount when due under or in connection with
                  any Finance Document, that Guarantor will immediately on
                  demand pay that amount as if it was the principal obligor; and

         (c)      indemnifies each Finance Party immediately on demand against
                  any cost, loss or liability suffered by that Finance Party if
                  any obligation guaranteed by it (or anything which would have
                  been an obligation if not unenforceable, invalid or illegal)
                  is or becomes unenforceable, invalid or illegal. The amount of
                  the cost, loss or liability will be equal to the amount which
                  that Finance Party would otherwise have been entitled to
                  recover.

16.2     CONTINUING GUARANTEE

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of sums payable by any Obligor under the Finance
         Documents, regardless of any intermediate payment or discharge in whole
         or in part.

16.3     REINSTATEMENT

         If any payment to or any discharge given by a Finance Party (whether in
         respect of the obligations of any Obligor or any security for those
         obligations or otherwise) is avoided or reduced for any reason
         (including, without limitation, as a result of insolvency, breach of
         fiduciary or statutory duties or any similar event):

                                                                              29
<PAGE>

         (a)      the liability of each Obligor will continue as if the payment,
                  discharge, avoidance or reduction had not occurred; and

         (b)      each Finance Party will be entitled to recover the value or
                  amount of that security or payment from each Obligor, as if
                  the payment, discharge, avoidance or reduction had not
                  occurred.

16.4     WAIVER OF DEFENCES

         The obligations of each Guarantor under this clause 16 will not be
         affected by an act, omission, matter or thing which, but for this
         clause 16.4, would reduce, release or prejudice any of its obligations
         under this clause 16 (without limitation and whether or not known to it
         or any Finance Party) including:

         (a)      any time, waiver or consent granted to, or composition with,
                  any Obligor or other person;

         (b)      the release of any other Obligor or any other person under the
                  terms of any composition or arrangement with any creditor of
                  any member of the Group;

         (c)      the taking, variation, compromise, exchange, renewal or
                  release of, or refusal or neglect to perfect, execute, take up
                  or enforce, any rights against, or security over assets of,
                  any Obligor or other person or any non-presentation or
                  non-observance of any formality or other requirement in
                  respect of any instrument or any failure to realise the full
                  value of any security;

         (d)      any incapacity or lack of power, authority or legal
                  personality of or dissolution or change in the members or
                  status of an Obligor or any other person;

         (e)      any amendment (however fundamental) or replacement of a
                  Finance Document or any other document or security;

         (f)      any unenforceability, illegality or invalidity of any
                  obligation of any person under any Finance Document or any
                  other document or security;

         (g)      any insolvency or similar proceedings; or

         (h)      this Deed or any other Finance Document not being executed by
                  or binding against any other Guarantor or any other party.

16.5     IMMEDIATE RECOURSE

         Each Guarantor waives any right it may have of first requiring any
         Finance Party (or any trustee or agent on its behalf) to proceed
         against or enforce any other rights or security or claim payment from
         any person before claiming from that Guarantor under this clause 16.
         This waiver applies irrespective of any law or any provision of a
         Finance Document to the contrary.

16.6     APPROPRIATIONS

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full, each Finance Party (or any trustee or agent on its behalf)
         may:

         (a)      refrain from applying or enforcing any other moneys, security
                  or rights held or received by that Finance Party (or any
                  trustee or agent on its behalf) in respect of those amounts,
                  or apply and enforce the same in such manner and order as it
                  sees fit

                                                                              30
<PAGE>

                  (whether against those amounts or otherwise) and no Guarantor
                  will be entitled to the benefit of the same; and

         (b)      hold in an interest-bearing suspense account any moneys
                  received from any Guarantor or on account of any Guarantor's
                  liability under this clause 16.

16.7     DEFERRAL OF GUARANTORS' RIGHTS

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full, no Guarantor will exercise any rights which it may have by
         reason of performance by it of its obligations under the Finance
         Documents:

         (a)      to be indemnified by an Obligor;

         (b)      to claim any contribution from any other guarantor of or
                  provider of security for any Obligor's obligations under the
                  Finance Documents; and/or

         (c)      to take the benefit (in whole or in part and whether by way of
                  subrogation or otherwise) of any rights of the Finance Parties
                  under the Finance Documents or of any other guarantee or
                  security taken pursuant to, or in connection with, the Finance
                  Documents by any Finance Party.

16.8     ADDITIONAL SECURITY

         This guarantee is in addition to and is not in any way prejudiced by
         any other guarantee or security now or subsequently held by any Finance
         Party.

17.      AMENDMENTS, WAIVERS ETC

17.1     GRANT OF AMENDMENTS, WAIVERS ETC

         (a)      Subject to clauses 17.1(b) and 17.1(e) and the Agreed
                  Securities, the Majority Lenders may make determinations or
                  grant waivers or consents under, or (with the agreement of the
                  Borrower) vary, amend, supplement or terminate any or all of
                  the Finance Documents (excluding the Loan Agreements and the
                  Hedging Agreements). Each such determination, waiver, consent,
                  variation, amendment, supplement or termination is binding on
                  all Finance Parties.

         (b)      No determination, waiver or consent under, or variation,
                  amendment, supplement or termination of, any Finance Document
                  which directly affects clause 6 (including for the avoidance
                  of doubt any determination, waiver or consent under, or
                  variation, amendment, supplement or termination of any defined
                  term as used in clause 6) will be of any effect unless
                  consented to by all Lenders.

         (c)      Subject to clause 18.7, the Borrower will notify each Finance
                  Party of any determination, waiver or consent under, or
                  variation, amendment, supplement or termination of, any
                  Finance Document granted or made on the terms contemplated by
                  clause 17.1(a) or 17.1(b) or any Agreed Security. No Finance
                  Parties will be concerned to inquire as to whether any such
                  determination, waiver or consent under or variation,
                  amendment, supplement or termination of any Finance Document
                  so notified was granted or made by the Majority Lenders or, if
                  required, all Lenders. The Security Trustee must execute all
                  documentation necessary to give effect to any determination,
                  waiver or consent under, or variation, amendment, supplement
                  or termination of, any Finance Document to which the Security
                  Trustee is a party which is notified to the Security Trustee
                  in accordance with this clause 17.1(c).

                                                                              31
<PAGE>

         (d)      Each Finance Party may request each Lender to notify the
                  requesting Finance Party of whether it approved any
                  determination, waiver or consent under, or variation,
                  amendment, supplement or termination of, any Finance Document
                  which the Borrower notifies to the Finance Parties in
                  accordance with clause 17.1(c). Each Lender agrees to respond
                  to each request for information provided to it in accordance
                  with this clause 17.1(d). Each response must set out the
                  aggregate Commitments of the responding Lender, the Advances
                  made and the Letter of Credit issued by it which in each case
                  were outstanding at the time the determination, waiver,
                  consent, variation, amendment, supplement or termination was
                  made or occurred and its Hedge Exposures at that time.

         (e)      No determination, waiver or consent under, or variation,
                  amendment, supplement or termination of, any Finance Document
                  which directly affects any amount payable to any Finance Party
                  under that Finance Document will be binding on the affected
                  Finance Party unless consented to by it.

         (f)      For the avoidance of doubt no determination, waiver or consent
                  under, or variation, amendment, supplement or termination of,
                  any Loan Agreement or any Hedging Agreement may be made except
                  by the parties to the relevant Loan Agreement or Hedging
                  Agreement.

17.2     DETERMINATION OF MAJORITY LENDERS

         (a)      The Borrower must notify each Finance Party of each change to
                  the Commitments.

         (b)      Each Lender must, at any time requested by the Borrower, give
                  written notice to the Borrower certifying the aggregate of its
                  Hedge Exposures at such time.

         (c)      Each Lender must, at any time requested by any other Lender or
                  the Security Trustee in connection with a determination of
                  voting rights of Lenders regarding any determination, waiver
                  or consent under, or variation, amendment, supplement or
                  termination of any Finance Document, notify the Security
                  Trustee and each other Lender of:

                  (i)      its Commitments at that time;

                  (ii)     the aggregate amount of Advances made by it and
                           maximum potential liability in respect of Letters of
                           Credit issued by it then outstanding; and

                  (iii)    the aggregate of its Hedge Exposures at that time.

         (d)      The Borrower consents to any disclosures made by the Lenders
                  in accordance with this clause 17.

18.      SECURITY TRUSTEE'S RIGHTS AND RESPONSIBILITIES

18.1     APPOINTMENT OF SECURITY TRUSTEE

         (a)      Each Lender and the Security Trustee acknowledges that the
                  Security Trustee, on and from the Repayment Time (as defined
                  in the Refinancing Deed), holds the benefit of the Agreed
                  Securities on trust for it on the terms of and in accordance
                  with the Security Trust Deed and this Deed.

         (b)      Each Lender authorises the Security Trustee to execute this
                  Deed and ratifies its execution of this Deed.

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<PAGE>

18.2     INSTRUCTIONS

         Subject to this Deed, the Security Trustee must, and is only obliged
         to, act if and only if it receives clear instructions to do so from:

         (a)      all the Lenders in respect of any matters where this is
                  specifically required in accordance with the provisions of any
                  Finance Document; or

         (b)      the Majority Lenders in respect of the exercise of all other
                  rights and powers expressly given to it under or in respect of
                  the Finance Documents,

         as notified to the Security Trustee by the Borrower in accordance with
         clause 17.1(c) or by the Lenders in accordance with clause 18.7, as
         applicable.

18.3     NO NEED TO ACT

         The Security Trustee is not obliged to act in the absence of
         instructions from the Lenders in the manner contemplated by clause
         18.2, but may so act in what it (in its sole discretion) considers to
         be the best interests of all the Lenders or the Majority Lenders.

18.4     DUTIES AND RESPONSIBILITIES

         To the maximum extent permissible by law, the Security Trustee's
         obligations, duties and responsibilities are expressly limited to those
         set out in the Finance Documents.

18.5     CONSENT OF LENDERS

         Each Lender authorises the Security Trustee to give any consent, and do
         any other matter or thing, necessary or appropriate for it to give
         effect to any instructions given to the Security Trustee in accordance
         with the Finance Documents.

18.6     ACTIONS BINDING ON ALL LENDERS

         Any action taken or decision made by the Security Trustee in accordance
         with any Finance Document is binding, as between the Security Trustee
         and the Lenders, on all the Lenders.

18.7     NO INQUIRY AND COMMUNICATIONS

         (a)      Clause 17.1(c) does not apply in relation to any
                  determination, waiver or consent relating to enforcement of
                  the Agreed Securities (or any of them), other than any waiver
                  of, or consent or determination not to exercise, any rights
                  arising on the occurrence of any event which may otherwise
                  entitle enforcement of the Agreed Securities (or any of them)
                  and in those circumstances:

                  (i)      an Obligor is not permitted to inquire into the
                           authority of the Security Trustee to act on behalf of
                           the Lenders, in enforcing the Agreed Securities (or
                           any of them); and

                  (ii)     the Lenders must only act in relation to the
                           enforcement of the Agreed Securities and communicate
                           to an Obligor in relation to the enforcement of the
                           Agreed Securities through the Security Trustee.

         (b)      As between each Obligor on the one hand, and the Security
                  Trustee and the Lenders on the other hand, all action taken by
                  the Security Trustee under any Finance Document is deemed to
                  be authorised by the Lenders.

                                                                              33
<PAGE>

18.8     NO MONITORING

         The Security Trustee is not required to:

         (a)      keep itself informed as to the performance or observance by
                  any of the Obligors of their respective obligations under any
                  Finance Document or any other document or agreement to which
                  any one or more of them is a party;

         (b)      investigate whether or not an Event of Default has occurred or
                  is continuing; or

         (c)      inspect the properties or books of any Obligor or to assess or
                  keep under review the business, operations, financial
                  condition, creditworthiness or status of affairs of any
                  Obligor.

18.9     DEALING IN DIFFERENT CAPACITIES

         (a)      The Security Trustee may:

                  (i)      engage in any kind of banking, trust or other
                           business with any Obligor or any Lender; and

                  (ii)     accept fees and other consideration from any Obligor
                           for services in connection with the Finance Documents
                           or any other arrangement,

                  as if it were not the Security Trustee and without having to
                  account to the Lenders for any income or other benefit it
                  derives in doing so.

         (b)      The Lenders release the Security Trustee from any obligation
                  it might otherwise have to the Lenders in relation to the
                  matters described in clause 18.9(a).

         (c)      In this clause 18.9, a reference to the Security Trustee, a
                  Lender, a Borrower or an Obligor includes any Affiliate of
                  those persons.

18.10    SECURITY TRUSTEE TO HAVE SAME RIGHTS AS LENDERS

         The Security Trustee, in its capacity as a Lender (if it is or becomes
         one) has the same rights, powers and discretions under this Deed as any
         other Lender and may exercise the same as if it were not acting as
         Security Trustee.

18.11    FORCE MAJEURE

         Despite any other provision of this Deed, the Security Trustee need not
         act (whether or not on instructions from one or more of the Lenders) if
         it is impossible to act or to act lawfully due to any cause beyond its
         control (including war, riot, natural disaster, labour dispute or law
         taking effect after the date of this Deed).

18.12    INDEPENDENT DECISION BY LENDERS

         (a)      Each Lender acknowledges that it has, independently and
                  without reliance on the Security Trustee or any other Lender,
                  and based on such documents and information as it has deemed
                  appropriate, made its own investigation into the affairs and
                  financial condition of each Obligor and other relevant
                  persons.

         (b)      Each Lender must independently and without reliance upon the
                  Security Trustee or any other Lender, and based on the
                  documents and information as it deems appropriate at the time,
                  continue to make its own analyses and decisions in taking or
                  not taking action under any Finance Document.

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<PAGE>

18.13    KNOWLEDGE OF DEFAULTS

         The Security Trustee is not deemed to have knowledge of the occurrence
         of any Event of Default unless the Security Trustee:

         (a)      has received notice from a Lender, Borrower or other Obligor
                  stating that such an Event of Default has occurred; or

         (b)      is actually aware that an Event of Default has occurred.

18.14    LIMITATION ON LIABILITY

         Subject to clause 18.15, the Security Trustee is not, and its
         directors, officers, employees, agents or attorneys are not, liable to
         any party for:

         (a)      any loss or damage occurring as a result of it exercising,
                  failing to exercise or purporting to exercise any right or
                  power expressly given to it under or in relation to the
                  Finance Documents;

         (b)      subject to this Deed, the default, negligence or fault of any
                  agent, delegate, officer or employee of the Security Trustee;

         (c)      any mistake or omission made by it or its agent, delegate,
                  officer or employee;

         (d)      any other matter or thing done, or not done, in relation to
                  the Agreed Securities;

         (e)      any absence of, or defect in title or for its inability to
                  exercise any of its rights or powers expressly given to it
                  under or in relation to the Finance Documents;

         (f)      any failure by an Obligor to perform its obligations under any
                  Finance Document;

         (g)      the financial condition or solvency of an Obligor;

         (h)      any statement, representation or warranty of an Obligor being
                  incorrect or misleading in any respect;

         (i)      acting in accordance with the instructions of the Majority
                  Lenders or Lenders in accordance with this Deed, or in the
                  absence of instructions in accordance with clause 18.3, or for
                  refraining from acting:

                  (i)      in accordance with the instructions of the Majority
                           Lenders or all Lenders, in accordance with this Deed;
                           or

                  (ii)     where there are no instructions which are required by
                           this Deed for the Security Trustee to act or refrain
                           from acting;

         (j)      the value, validity, effectiveness, genuineness,
                  enforceability or sufficiency of any Agreed Security or any
                  other Finance Document or any other certificate or document
                  given under any of them; and

         (k)      any recitals, statements, representations or warranties
                  contained in any Finance Document or in any certificate or
                  other document referred to in or provided for in, or received
                  by it under, any Finance Document.

18.15    EXCEPTIONS TO LIMITATION ON LIABILITY

         Clause 18.14 will not apply to the extent that the Security Trustee or
         any of its employees, agents or officers has been guilty of fraud,
         gross negligence or wilful misconduct.

                                                                              35
<PAGE>

18.16    DUTIES OF SECURITY TRUSTEE

         (a)      The Security Trustee is not:

                  (i)      responsible if it acts upon any instruction purported
                           to have been given by the Majority Lenders or all
                           Lenders even though it may subsequently be found that
                           there was some defect in the instruction or for any
                           other reason the instruction was not valid or binding
                           upon any of those Lenders whom it purports to bind or
                           upon the Security Trustee;

                  (ii)     except as expressly set out in any Finance Document:

                           A.       responsible in respect of financial
                                    accommodation provided by any Lender to an
                                    Obligor; or

                           B.       bound or concerned to see to the due
                                    application of them by an Obligor; or

                  (iii)    bound or concerned to examine or enquire into, nor be
                           liable for, any defect or failure in the title of an
                           Obligor to the assets of an Obligor and is entitled
                           to accept any such title without requisition or
                           objection.

         (b)      Failure by the Security Trustee to act due to lack of
                  instructions or lack of proper or clear instructions from the
                  Majority Lenders or all Lenders, as applicable, does not in
                  itself amount to fraud, gross negligence or wilful misconduct
                  of the Security Trustee.

         (c)      The Security Trustee is not liable to any Lender or Obligor
                  because the relevant Lender or another Lender fails to:

                  (i)      perform its obligations under any other Finance
                           Document; or

                  (ii)     provide instructions where requested by the Security
                           Trustee in accordance with this Deed.

18.17    FIRST INDEMNIFIED

         Despite any other provision of any Finance Document, the Security
         Trustee is not obliged to take any action under any Finance Document,
         or exercise any right or power expressly given to it under or in
         respect of the Finance Documents (including in connection with
         enforcement or proposed enforcement of any Agreed Security), until it
         is first indemnified to its reasonable satisfaction in accordance with
         clauses 18.17 to 18.20 (inclusive) and clause 18.32 or otherwise.

18.18    INDEMNITY BY LENDERS

         (a)      Subject to clause 18.20, if there are insufficient moneys
                  available for the Security Trustee under the Agreed Securities
                  to promptly satisfy any indemnity under the Agreed Securities,
                  each Lender severally and in proportion to its aggregate
                  Commitments:

                  (i)      indemnifies the Security Trustee against that amount;
                           and

                  (ii)     must pay its share to the Security Trustee within 3
                           Business Days of demand from the Security Trustee.

         (b)      The indemnity in clause 18.18(a) is:

                  (i)      without prejudice to any right of indemnity given to
                           the Security Trustee by law or equity; and

                                                                              36
<PAGE>

                  (ii)     in addition to, and without prejudice to, any other
                           indemnity in any other Finance Document.

18.19    INDEMNITY BY OBLIGOR

         Each Obligor jointly and severally indemnifies each Lender on demand
         against all amounts it is required to pay under clause 18.18(a).

18.20    EXCEPTIONS TO INDEMNITY

         The indemnities in clauses 18.18 and 18.32 do not apply to the extent
         that the Security Trustee or any of its officers, agents, delegates or
         employees have been guilty of fraud, wilful misconduct or gross
         negligence.

18.21    RESIGNATION OF SECURITY TRUSTEE

         The Security Trustee may resign at any time by giving at least 30 days'
         notice (or such shorter period as the Borrower and the Majority Lenders
         may agree) to that effect to:

         (a)      each Lender at the time (if any); and

         (b)      the Borrower.

18.22    REMOVAL OF SECURITY TRUSTEE

         (a)      The Security Trustee may be removed at any time:

                  (i)      by the Majority Lenders giving to the Security
                           Trustee at least 30 days' notice to that effect; and

                  (ii)     subject to clause 18.22(b), with the agreement of the
                           Borrower, which agreement must not be unreasonably
                           withheld or delayed.

         (b)      The Borrower's agreement under clause 18.22(a) is not required
                  if:

                  (i)      an Event of Default is continuing; or

                  (ii)     the removal of the Security Trustee is due to the
                           Security Trustee's fraud, gross negligence or wilful
                           misconduct.

18.23    EFFECT OF RESIGNATION OR REMOVAL

         (a)      Upon the resignation or removal of the Security Trustee
                  pursuant to clause 18.21 or 18.22, the Security Trustee is
                  released from any further obligations as Security Trustee
                  under this Deed and the other Finance Documents, but such
                  release does not prejudice any liability in respect of any
                  default arising before the termination of appointment.

         (b)      Subject to clauses 18.23(c) and 18.23(d), the Borrower must
                  indemnify the Security Trustee and Lenders for the costs of
                  the resignation, removal and replacement of the Security
                  Trustee under this clause 18.23.

         (c)      If the Security Trustee is removed due to the Security
                  Trustee's fraud, gross negligence or wilful misconduct, the
                  costs of the resignation, removal and replacement of the
                  Security Trustee will be borne by the Security Trustee.

         (d)      If the Security Trustee chooses to resign pursuant to clause
                  18.21, the Security Trustee will bear its own costs of
                  resignation.

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<PAGE>

         (e)      Subject to clauses 18.23(c) and 18.23(d), the Security Trustee
                  will not bear any costs of resignation, removal and
                  replacement of the Security Trustee under this clause 18.

18.24    ASSURANCES

         Despite clause 18.21 or 18.22, no resignation or removal of the
         Security Trustee takes effect unless:

         (a)      a successor Security Trustee has been appointed in accordance
                  with clause 18.25;

         (b)      the successor Security Trustee undertakes to act as Security
                  Trustee and be bound in that capacity by the terms of this
                  Deed and each other Finance Document to which the Security
                  Trustee is a party (subject to any agreed amendment to those
                  documents); and

         (c)      the successor Security Trustee obtains title to each Agreed
                  Security in its capacity as Security Trustee.

18.25    APPOINTMENT OF SUCCESSOR SECURITY TRUSTEE

         (a)      If the Security Trustee resigns or is removed, the Majority
                  Lenders may appoint a successor Security Trustee approved by
                  the Borrower, which approval:

                  (i)      must not be unreasonably withheld or delayed;

                  (ii)     is not required if:

                           A.       an Event of Default is continuing; or

                           B.       the successor Security Trustee is to be an
                                    Affiliate of the retiring Security Trustee;
                                    and

                  (iii)    is deemed to be given if the Borrower does not reply
                           within 20 Business Days after the request for its
                           approval is made.

         (b)      If no successor Security Trustee is so appointed or accepts
                  the appointment within 30 days after:

                  (i)      notice of resignation or removal is given in
                           accordance with clauses 18.21 or 18.22; or

                  (ii)     the Security Trustee's appointment is otherwise
                           terminated,

                  the Security Trustee may, on behalf of each Lender, appoint a
                  successor Security Trustee of any type or nature and on such
                  terms and conditions as to fees and other terms as the
                  terminated Security Trustee, acting reasonably, thinks fit.

         (c)      Each Lender, the Borrower and each other Obligor is bound by
                  the terms and conditions of any appointment effected under
                  clause 18.25(b).

         (d)      Each Lender and each Obligor must do all things necessary,
                  including executing any deeds of appointment or vesting, to
                  ensure that the appointment of any successor Security Trustee
                  is properly and promptly effected.

         (e)      When a successor Security Trustee is appointed, the successor
                  Security Trustee and each other party to the Finance Documents
                  has the same rights and obligations among themselves as they
                  would have had if the successor Security Trustee had been an
                  original party to the Finance Documents to which the Security
                  Trustee is a party (other

                                                                              38
<PAGE>

                  than in relation to any accrued right against the terminated
                  Security Trustee for default under the Finance Documents) in
                  place of the terminated Security Trustee.

         (f)      Each Lender, for consideration received, appoints the Security
                  Trustee and each director, secretary or other officer of the
                  Security Trustee severally its attorney, in their respective
                  names and on their respective behalf, to do all things and
                  execute, sign, seal and deliver (conditionally or
                  unconditionally in the attorneys discretion) all documents,
                  deeds and instruments necessary or desirable for:

                  (i)      the appointment of a successor Security Trustee under
                           clause 18.25(b); and

                  (ii)     the vesting in that successor Security Trustee of all
                           of the Security Trust Fund or any part of it.

                  This power may be delegated or a sub-power may be given, and
                  any delegate or sub-attorney may be removed, by the attorney
                  appointing it.

18.26    RIGHT TO APPOINT AGENTS, DELEGATES

         (a)      The Security Trustee, instead of acting personally, may employ
                  an agent or contractor to do any act required or permitted to
                  be done under the Finance Documents.

         (b)      The Security Trustee may:

                  (i)      delegate its rights and powers expressly given to it
                           under or in relation to the Finance Documents, either
                           wholly or partially or subject to any limitations or
                           restrictions, to any person (including any Lender) as
                           it thinks fit, proper or appropriate in its absolute
                           discretion;

                  (ii)     from time to time execute such powers of attorney or
                           other instruments as it thinks proper;

                  (iii)    revoke such delegation under clause 18.26(b)(i), from
                           time to time;

                  (iv)     act notwithstanding the existence of any conflict of
                           interest; and

                  (v)      without being responsible for loss or damage
                           occasioned by so doing if the Security Trustee has
                           not been guilty of fraud or wilful misconduct or
                           gross negligence in so delegating or so revoking any
                           such delegation.

         (c)      No person dealing with the Security Trustee, or any delegate
                  to whom the execution of any rights or powers referred to in
                  clause 18.26(b) has been delegated, is bound to enquire
                  whether such delegation remains in force.

         (d)      The Security Trustee may act on the opinion, certificate or
                  advice of or information obtained from any agent or contractor
                  appointed by it under this clause 18.26. The Security Trustee
                  is not responsible for any loss occasioned by so doing if the
                  Security Trustee has not been guilty of fraud or wilful
                  misconduct or gross negligence in so acting.

18.27    STATUTORY POWERS

         (a)      The powers of the Security Trustee under any Finance Documents
                  are in addition to any powers the Security Trustee has under
                  applicable law.

         (b)      To the extent not prohibited by law, before enforcing any
                  Agreed Security , or exercising any right expressly given to
                  it in the Finance Documents, the Security

                                                                              39
<PAGE>

                  Trustee is not required to give any notice or allow the
                  expiration of any time to any person.

18.28    SECURITY TRUSTEE'S FEE

         The Borrower must pay to the Security Trustee for its own account a
         fee, as agreed between the Borrower and the Security Trustee in
         writing, for acting as the Security Trustee.

18.29    SECURITY TRUSTEE AS LENDER

         If the Security Trustee is also a Lender at any time, it has the same
         rights and powers as a Lender, and may exercise those rights and
         powers, as if it were not acting as the Security Trustee.

18.30    SECURITY TRUSTEE'S GENERAL UNDERTAKINGS

         The Security Trustee undertakes to the Lenders that it will:

         (a)      act honestly and in good faith in the performance of its
                  functions as Security Trustee and show the degree of care and
                  diligence required of a trustee having regard to the extent of
                  its rights and obligations under the Finance Documents;

         (b)      act continuously as Security Trustee until either the trust
                  constituted pursuant to the Security Trust Deed is terminated,
                  or it retires or is removed in accordance with this clause 18;

         (c)      hold, and account for, the Security Trust Fund separate from
                  any other property owned or administered by it; and

         (d)      not sell or otherwise dispose or part with possession of, or
                  grant any Security over, any part of the Security Trust Fund,
                  except to the extent contemplated by the Finance Documents.

18.31    LIMITED RECOURSE TO SECURITY TRUSTEE

         (a)      Subject to clause 18.31(d):

                  (i)      the Security Trustee acts, and incurs liabilities, in
                           relation to the trust established pursuant to the
                           Security Trust Deed and the Finance Documents solely
                           in its capacity as trustee of that trust; and

                  (ii)     the Security Trustee is not personally liable, and
                           the Lenders have no recourse to the Security Trustee,
                           for payment of:

                           A.       an amount payable by it under the Finance
                                    Documents; and

                           B.       any damages awarded for a breach of any of
                                    its obligations under the Finance Documents,

                           except:

                           C.       to the extent that it obtains final
                                    reimbursement from the Security Trust Fund,
                                    or could do so by taking appropriate action;
                                    or

                           D.       if it has no right of indemnity from the
                                    Security Trust Fund for the amount or
                                    damages because it has committed a breach of
                                    trust (by failing to show the degree of care
                                    and diligence

                                                                              40
<PAGE>

                                    required of a trustee having regard to its
                                    rights and obligations under the Finance
                                    Documents).

         (b)      Subject to clause 18.31(d), the Lenders will not take any step
                  to:

                  (i)      have an administrator appointed to the Security
                           Trustee;

                  (ii)     have a receiver appointed to the Security Trustee,
                           other than a receiver of all or part of the Security
                           Trust Fund only;

                  (iii)    have the Security Trustee wound up, or prove in any
                           winding up of the Security Trustee;

                  (iv)     obtain a judgment against the Security Trustee for
                           the payment of money;

                  (v)      carry out any distress or execution on any property
                           of the Security Trustee; or

                  (vi)     exercise any:

                           A.       right of set-off;

                           B.       right to combine or consolidate accounts; or

                           C.       banker's lien,

                           against the Security Trustee, other than in respect
                           of the Security Trust Fund,

                  in connection with the Security Trustee's obligations under
                  the Finance Documents.

         (c)      Subject to clause 18.31(d), the Lenders have no rights against
                  or recourse to any related body corporate, shareholder,
                  director, officer, employee or other controlling person of the
                  Security Trustee (each a "Protected Person") in connection
                  with the Security Trustee's obligations under the Finance
                  Documents.

         (d)      The other provisions of this clause 18.31 do not affect the
                  Lenders' rights to:

                  (i)      proceed against the Security Trustee, a Protected
                           Person or the Security Trust Fund to the extent
                           necessary to obtain the benefit of the recourse
                           allowed by this clause 18.31;

                  (ii)     obtain an injunction, restraining order, order for
                           specific performance or declaration concerning the
                           trust established pursuant to the Security Trust
                           Deed, the Security Trust Fund or the Security
                           Trustee's obligations under the Finance Documents; or

                  (iii)    proceed against the Security Trustee or a Protected
                           Person following any fraud, wilful misconduct, gross
                           negligence or breach of statute.

18.32    INDEMNITY OUT OF SECURITY TRUST

         Subject to clause 18.20, the Security Trustee:

         (a)      is and will be indemnified out of any moneys from time to time
                  recovered by the Security Trustee under the Agreed Securities,
                  as permitted in accordance with the terms of the Agreed
                  Securities (it being acknowledged by the Security Trustee that
                  the

                                                                              41
<PAGE>

                  amount recoverable by the Security Trustee under each Agreed
                  Security is limited to the amount specified in that Agreed
                  Security as recoverable under it):

                  (i)      in respect of all claims, actions, damages, losses,
                           liabilities, costs, charges and expenses (including
                           any moneys paid or to be paid for the employment or
                           appointment of any agent) incurred by it in the
                           exercise of any right or power expressly given to it
                           under or in respect of the Finance Documents or the
                           undertaking of any of its obligations, duties or
                           responsibilities; and

                  (ii)     in respect of all actions, damages, proceedings,
                           losses, liabilities, costs, charges, expenses
                           (including legal expenses incurred on a full
                           indemnity basis), claims and demands arising in
                           relation to any Finance Document or the protection or
                           defence of any right or power expressly given to it
                           under or in respect of the Finance Documents; and

         (b)      may, from time to time, retain and pay out of any moneys
                  recovered under the Agreed Securities as permitted in
                  accordance with the terms of the Agreed Securities an amount
                  to satisfied such indemnity.

18.33    DISCLOSURE OF INFORMATION

         The Security Trustee may disclose to the Lenders the information (if
         any) relating to the business, financial condition, status or affairs
         of any Obligor or any other member of the Group which comes into its
         possession in its capacity as the Security Trustee, but is not obliged
         to do so except to the extent that the Finance Documents expressly
         provide otherwise.

19.      CHANGES TO THE LENDERS

19.1     ASSIGNMENTS AND TRANSFERS BY THE LENDERS

         (a)      Subject to this clause 19, a Lender (the "EXISTING LENDER")
                  may:

                  (i)      assign all or any of its rights under the Finance
                           Documents; or

                  (ii)     transfer by novation all or, subject to clause 19.5,
                           any of its rights and obligations under the Finance
                           Documents,

                  to another bank or financial institution or (where the Lender
                  remains Lender of record) a securitisation vehicle or other
                  vehicle for funding purposes (the "NEW LENDER").

         (b)      All costs and expenses (including legal fees) incurred by any
                  Lender in connection with any such assignment or transfer will
                  be borne by that Lender.

19.2     CONDITIONS OF ASSIGNMENT OR TRANSFER

         (a)      The consent of the Borrower is required for an assignment or
                  transfer by a Lender, unless:

                  (i)      the assignment or transfer is to another Lender or an
                           Affiliate of a Lender;

                  (ii)     an Event of Default is subsisting; or

                  (iii)    the assignment or transfer is to a securitisation or
                           funding vehicle where the Lender remains Lender of
                           record.

         (b)      The consent of the Borrower to an assignment or transfer must
                  not be unreasonably withheld or delayed. The Borrower will be
                  deemed to have given its consent within 20

                                                                              42
<PAGE>

                  Business Days after the relevant Lender has requested it
                  unless expressly refused by the Borrower within that time.

         (c)      A transfer will only be effective if the procedures set out in
                  clause 19.4 and 19.5 are complied with.

         (d)      Subject to clause 19.5, any assignment or transfer by an
                  Existing Lender to a New Lender, except an assignment where
                  the Existing Lender remains Lender of record, will only be
                  effective if it is a transfer by novation of all of the
                  Existing Lender's rights and obligations in respect of the
                  Facilities.

         (e)      A Lender will not assign or transfer any rights under a Loan
                  Agreement to a person whom the officers of the relevant Lender
                  involved on a day to day basis in the administration of the
                  transaction evidenced by the Finance Documents know to be an
                  Offshore Associate of the Borrower.

         (f)      If:

                  (i)      a Lender assigns or transfers any of its rights or
                           obligations under the Finance Documents or changes
                           its Facility Office; and

                  (ii)     as a result of circumstances existing at the date the
                           assignment, transfer or change occurs, an Obligor
                           would be obliged to make a payment to the New Lender
                           or Lender acting through its new Facility Office
                           under clause 11 or 12,

                  then the New Lender or Lender acting through its new Facility
                  Office is only entitled to receive payment under those clauses
                  to the same extent as the Existing Lender or Lender acting
                  through its previous Facility Office would have been if the
                  assignment, transfer or change had not occurred. However,
                  where the payment is in relation to Australian Withholding
                  Tax, and the New Lender, or the Lender acting through the new
                  Facility Office, is not an Offshore Associate of the Borrower
                  it will be entitled to full payment under clause 11.

         (g)      A Lender may not assign or transfer any of its rights or
                  obligations under the Finance Documents or change its Facility
                  Office if, as a result of circumstances existing at the date
                  the assignment, transfer or change is proposed to occur, the
                  New Lender or Lender acting through its new Facility Office
                  would be entitled to exercise any rights under clause 9.1.

         (h)      Each Existing Lender must promptly notify each other Lender
                  and the Security Trustee of the address details of any New
                  Lender to which it transfers all of its rights and obligations
                  under the Finance Documents.

         (i)      Each party agrees that each New Lender will be a "Financier"
                  and a "Beneficiary" for the purposes of the Security Trust
                  Deed so long as the New Lender provides financial
                  accommodation to the Borrower under the Finance Documents.

19.3     LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

         (a)      Unless expressly agreed to the contrary, an Existing Lender
                  makes no representation or warranty and assumes no
                  responsibility to a New Lender for:

                  (i)      the legality, validity, effectiveness, adequacy or
                           enforceability of the Finance Documents or any other
                           documents;

                  (ii)     the financial condition of any Obligor;

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<PAGE>

                  (iii)    the performance and observance by any Obligor of its
                           obligations under the Finance Documents or any other
                           documents; or

                  (iv)     the accuracy of any statements (whether written or
                           oral) made in or in connection with any Finance
                           Document or any other document,

                  and any representations or warranties implied by law are
                  excluded.

         (b)      Each New Lender confirms to the Existing Lender, the other
                  Lenders and the Security Trustee that it:

                  (i)      has made (and will continue to make) its own
                           independent investigation and assessment of the
                           financial condition and affairs of each Obligor and
                           its related entities in connection with its
                           participation in the Finance Documents and has not
                           relied exclusively on any information provided to it
                           by the Existing Lender in connection with any Finance
                           Document; and

                  (ii)     will continue to make its own independent appraisal
                           of the creditworthiness of each Obligor and its
                           related entities whilst any amount is or may be
                           outstanding under the Finance Documents or any
                           Commitment is in force.

         (c)      Nothing in any Finance Document obliges an Existing Lender to:

                  (i)      accept a re-transfer from a New Lender of any of the
                           rights and obligations assigned or transferred under
                           this clause 19; or

                  (ii)     support any losses directly or indirectly incurred by
                           the New Lender by reason of the non-performance by
                           any Obligor of its obligations under the Finance
                           Documents or otherwise.

19.4     PROCEDURE FOR TRANSFER

         (a)      Subject to the conditions set out in clauses 19.2 and 19.5 a
                  transfer is effected in accordance with clause 19.4(b) on the
                  later of the Transfer Date specified in the Transfer
                  Certificate delivered by the Existing Lender to the Borrower
                  and copied to each other Lender and the fifth Business Day
                  after (or such earlier Business Day endorsed by the Borrower
                  on such Transfer Certificate falling on or after) the date of
                  delivery of such Transfer Certificate to the Borrower. The
                  Borrower will, as soon as reasonably practicable after receipt
                  by it of a duly completed Transfer Certificate appearing on
                  its face to comply with the terms of this Deed and delivered
                  in accordance with the terms of this Deed, execute that
                  Transfer Certificate. The Borrower must on or prior to the
                  Transfer Date deliver the executed Transfer Certificate to the
                  New Lender and copies to the Existing Lender and each other
                  Lender and the Security Trustee.

         (b)      On the Transfer Date:

                  (i)      to the extent that in the Transfer Certificate the
                           Existing Lender seeks to transfer by novation its
                           rights and obligations under this Deed and the other
                           Finance Documents to which the Existing Lender is a
                           party each of the Obligors and the Existing Lender
                           will be released from further obligations towards one
                           another under such Finance Documents and their
                           respective rights against one another will be
                           cancelled (being the "DISCHARGED RIGHTS AND
                           OBLIGATIONS");

                  (ii)     each of the Obligors and the New Lender will assume
                           obligations towards one another and/or acquire rights
                           against one another which differ from the

                                                                              44
<PAGE>

                           Discharged Rights and Obligations only insofar as
                           that Obligor and the New Lender have assumed and/or
                           acquired the same in place of that Obligor and the
                           Existing Lender;

                  (iii)    the New Lender, the other Lenders and the Security
                           Trustee will acquire the same rights and assume the
                           same obligations between themselves as they would
                           have acquired and assumed had the New Lender been an
                           Original Lender with the rights and/or obligations
                           acquired or assumed by it as a result of the transfer
                           and to that extent the Existing Lender, the other
                           Lenders and the Security Trustee will be released
                           from further obligations to each other under this
                           Deed and the other Finance Documents to which the
                           Existing Lender is a party; and

                  (iv)     the New Lender will become a party to this Deed and
                           such other Finance Documents as a "Lender" and is
                           entitled to the benefits of each Finance Document
                           entered into by the Security Trustee in its capacity
                           as trustee for the Lenders.

19.5     FURTHER RESTRICTIONS

         (a)      Notwithstanding any other provision of the Finance Documents,
                  each Existing Lender will, when it determines that it wishes
                  to transfer all or any of its rights and obligations under the
                  Finance Documents on the terms contemplated by this clause 19,
                  promptly deliver a notice (in this clause 19.5, a "TRANSFER
                  NOTICE") to the Borrower and each other Lender, specifying the
                  rights and obligations that the Existing Lender wishes to
                  transfer. Each Transfer Notice issued in accordance with this
                  clause 19.5 constitutes an offer by the Existing Lender to
                  each other Lender to transfer all of the rights and
                  obligations of the Existing Lender specified in that Transfer
                  Notice on the terms of this clause 19. Each Transfer Notice
                  will only be effective if it is an offer for the transfer of
                  all of the Existing Lender's rights and obligations in respect
                  of the Facilities or, in the case of each Term Facility and
                  Revolving Facility provided by the Existing Lender, is an
                  offer to transfer a share of those Facilities pro rata.

         (b)      Each offer made pursuant to a Transfer Notice is capable of
                  acceptance by each Lender, other than the Existing Lender, at
                  any time within 15 Business Days of the date of issue of the
                  Transfer Notice. If more than one Lender accepts the offer
                  made pursuant to a Transfer Notice then the rights and
                  obligations of the Existing Lender specified in the Transfer
                  Notice will be transferred to the accepting Lenders pro rata
                  to their respective Commitments and otherwise in accordance
                  with the terms of this clause 19. The Borrower and each
                  relevant Lender will agree to make all changes to the Loan
                  Agreements to which they are parties to reflect any transfer
                  made on the terms contemplated by this clause 19.5(b).

         (c)      If no Lender accepts the offer made pursuant to any Transfer
                  Notice the Existing Lender that issued that Transfer Notice
                  may transfer the rights and obligations referred to in that
                  Transfer Notice to any other banks or financial institutions
                  provided that:

                  (i)      the transfer occurs on or before the date which is 3
                           months after the date on which the relevant Transfer
                           Notice was issued; and

                  (ii)     all other requirements of this clause 19 are
                           satisfied in relation to the transfer other than, in
                           respect of all Term and Revolving Facilities of that
                           Existing Lender, the requirements of clause 19.2(d);
                           and

                  (iii)    immediately following the completion of the transfer
                           the Existing Lender's aggregate Commitments will be
                           nil or $50,000,000 or greater and the New Lender's
                           aggregate Commitments will be $50,000,000 or greater
                           or equal to

                                                                              45
<PAGE>

                           the Existing Lender's aggregate Commitments
                           immediately prior to the completion of the transfer
                           or, in either case, such other amount agreed between
                           the Borrower and the relevant Lender; and

                  (iv)     where there is more than one New Lender or the
                           Existing Lender does not transfer all of its rights
                           and obligations under the Finance Documents to the
                           New Lender or New Lenders, the Borrower, the Existing
                           Lender and the New Lender or New Lenders will agree
                           to make all changes required to be made to the Loan
                           Agreement to which the Existing Lender is a party as
                           a result of that transfer.

19.6     ADDITIONAL LENDERS

         (a)      The Borrower may at any time and from time to time request
                  that any bank or financial institution become a Lender. Each
                  Lender and the Security Trustee agree that that bank or
                  financial institution will become a Lender if:

                  (i)      the Borrower delivers to each Lender a duly completed
                           and executed Lender Accession Letter; and

                  (ii)     the Borrower and that bank or financial institution
                           enter into a Loan Agreement on or before the date of
                           the Lender Accession Letter.

         (b)      Each party agrees that each bank or financial institution
                  which becomes a Lender in accordance with this clause 19.6:

                  (i)      will be a "Financier" and a "Beneficiary" for the
                           purposes of the Security Trust Deed so long as that
                           Lender provides financial accommodation to the
                           Borrower under the Finance Documents; and

                  (ii)     is entitled to the benefits of each Finance Document
                           entered into be the Security Trustee in its capacity
                           as trustee for the Lenders.

20.      CONFIDENTIALITY

         (a)      Subject to clause 20(b), neither the Security Trustee nor any
                  Lender will disclose any confidential or unpublished
                  information or documents supplied by an Obligor under or in
                  connection with the Finance Documents.

         (b)      The Security Trustee or a Lender will be entitled to disclose
                  any confidential or unpublished information or documents
                  referred to in clause 20(a):

                  (i)      in any proceeding arising out of or in connection
                           with any Finance Document to the extent that the
                           disclosure is deemed by the Security Trustee or
                           Lender necessary to protect its interests;

                  (ii)     if required to do so under a binding order of any
                           Governmental Authority or any procedure for discover
                           in any proceedings;

                  (iii)    if required to do so under any law or under any
                           administrative guideline, directive, request or
                           policy having the force of law or if not having the
                           force of law, where it is the practice of responsible
                           financial institutions to comply with those
                           requirements;

                  (iv)     otherwise as required or permitted by any Finance
                           Document;

                                                                              46
<PAGE>

                  (v)      to its legal advisers and its consultants as long as
                           it advises them of the confidential nature of the
                           information or documents;

                  (vi)     to a proposed assignee, transferee or sub-participant
                           where, prior to the disclosure, the proposed
                           assignee, transferee or sub-participant undertakes in
                           favour of the Borrower to comply with this clause 20
                           as if it was a Lender; or

                  (vii)    with the Borrower's prior written consent.

         (c)      This clause 20 will survive the termination of this Deed.

21.      CHANGES TO THE OBLIGORS

21.1     ASSIGNMENTS AND TRANSFER BY OBLIGORS

         No Obligor may assign any of its rights or transfer any of its rights
         or obligations under the Finance Documents.

21.2     ADDITIONAL GUARANTORS

         (a)      The Borrower may request that any of its wholly owned
                  Subsidiaries become an Additional Guarantor. That Subsidiary
                  will become an Additional Guarantor if:

                  (i)      the Borrower delivers to each Lender a duly completed
                           and executed Accession Letter; and

                  (ii)     each Lender has received all of the documents and
                           other evidence listed in Schedule 2 in relation to
                           that Additional Guarantor, each in form and substance
                           satisfactory to each Lender (acting reasonably).

         (b)      Each Lender will notify the Borrower promptly upon being
                  satisfied that it has received (in form and substance
                  satisfactory to it) all the documents and other evidence
                  listed in Schedule 2 in relation to any Additional Guarantor.

21.3     REPETITION OF REPRESENTATIONS

         Delivery of an Accession Letter constitutes confirmation by the
         relevant Additional Guarantor that the Repeating Representations are
         true and correct in relation to it as at the date of delivery as if
         made by reference to the facts and circumstances then existing.

21.4     RESIGNATION OF A GUARANTOR

         (a)      The Borrower may request that a Guarantor (other than a
                  Chargor) ceases to be a Guarantor by delivering to each Lender
                  a Resignation Letter.

         (b)      Each Lender will accept a Resignation Letter and will notify
                  the Borrower of its acceptance if:

                  (i)      no Event of Default or event or circumstance which
                           with the giving of notice and/or the expiry of time
                           would give rise to an Event of Default is continuing
                           or would result from the acceptance of the
                           Resignation Letter (and the Borrower has confirmed
                           this is the case); and

                  (ii)     immediately following the acceptance of the
                           Resignation Letter, the Guarantors, together with the
                           Borrower, hold 90% or more of the Total

                                                                              47
<PAGE>

                           Assets as determined at that time (and the Borrower
                           has confirmed this is the case).

22.      CONDUCT OF BUSINESS BY LENDERS

         No provision of this Deed will:

         (a)      interfere with the right of any Lender to arrange its affairs
                  (tax or otherwise) in whatever manner it thinks fit;

         (b)      oblige any Lender to investigate or claim any credit, relief,
                  remission or repayment available to it or the extent, order
                  and manner of any claim; or

         (c)      oblige any Lender to disclose any information relating to its
                  affairs (tax or otherwise) or any computations in respect of
                  Tax.

23.      PAYMENT MECHANICS

23.1     PAYMENTS

         On each date on which an Obligor or a Lender is required to make a
         payment under a Finance Document, that Obligor or Lender will make the
         same available to the person entitled to payment in dollars in
         immediately available funds not later than 3.00 pm Sydney time on the
         due date to the account held in either New South Wales or Victoria that
         the person entitled to payment designates.

23.2     ENTITLEMENTS OF LENDERS

         Each Lender is entitled to receipt of all payments due to it under and
         in accordance with any Finance Document and will not be obliged to
         redistribute any such payment to any other Lender or Lenders, or hold
         any such payment on trust for any other Lender or Lenders except as
         expressly set out in any other Finance Document.

23.3     PAYMENTS TO SECURITY TRUSTEE

         The Security Trustee will apply all amounts received by it under any
         Finance Document expressly in accordance with the terms of that Finance
         Document.

23.4     PARTIAL PAYMENT

         If a Lender receives a payment from an Obligor that is insufficient to
         discharge all the amounts then due and payable by that Obligor to that
         Lender under the Finance Documents, that Lender may apply that payment
         towards the obligations of that Obligor under the Finance Documents in
         the order it determines. Any such application will override any
         appropriation made by an Obligor.

23.5     NO SET-OFF BY OBLIGORS

         All payments to be made by an Obligor under the Finance Documents will
         be calculated and made without (and free and clear of any deduction
         for) set-off or counterclaim.

23.6     BUSINESS DAYS

         (a)      Any payment which is due to be made on a day that is not a
                  Business Day will be made on the next Business Day in the same
                  calendar month (if there is one) or the preceding Business Day
                  (if there is not).

                                                                              48
<PAGE>

         (b)      During any extension of the due date for payment of any
                  principal under any Finance Document interest is payable on
                  the principal at the rate payable on the original due date.

23.7     CURRENCY OF ACCOUNT

         (a)      Subject to clause 23.7(b), the dollar is the currency of
                  account and payment for any sum due from an Obligor under any
                  Finance Document.

         (b)      Each payment in respect of costs, expenses or Taxes will be
                  made in the currency in which the costs, expenses or Taxes are
                  incurred.

24.      SET-OFF

         If an Event of Default is subsisting a Lender may, but need not,
         set-off any matured obligation due to it from an Obligor under the
         Finance Documents against any obligation owed by that Lender to that
         Obligor (whether or not matured), regardless of the place of payment,
         booking branch or currency of either obligation. If the obligations are
         in different currencies, the Lender may convert either obligation at a
         market rate of exchange in its usual course of business for the purpose
         of the set-off.

25.      NOTICES

25.1     COMMUNICATIONS IN WRITING

         Any communication to be made under or in connection with the Finance
         Documents will be made in writing and, unless otherwise stated, may be
         made by fax, letter or email.

25.2     ADDRESSES

         The address, fax number and email address (and the department or
         officer, if any, for whose attention the communication is to be made)
         of each party for any communication or document to be made or delivered
         under or in connection with the Finance Documents is that notified in
         writing to each other party (or, where notification to the Obligors is
         required, the Borrower on their behalf) on or about the date of this
         Deed or prior to the date on which it becomes a party to this Deed, or
         any substitute address, fax number, email address or department or
         officer as the party may so notify to each other party by not less than
         5 Business Days' notice

25.3     DELIVERY

         (a)      Any communication or document made or delivered by one person
                  to another under or in connection with the Finance Documents
                  will only be effective:

                  (i)      if by way of fax, when received in legible form; or

                  (ii)     if by way of letter, when it has been left at the
                           relevant address or 5 Business Days after being
                           deposited in the post postage prepaid in an envelope
                           addressed to it at that address; or

                  (iii)    if by way of electronic transmission, when actually
                           received by the recipient in readable form,

                  and, if a particular department or officer is specified as
                  part of its details provided as contemplated by clause 25.2,
                  if addressed to that department or officer.

                                                                              49
<PAGE>

         (b)      Any communication or document made by or delivered to the
                  Borrower in accordance with this clause 25 will be deemed to
                  have been made by or delivered to each of the Obligors.

25.4     RELIANCE

         Any notice sent under this clause 25 can be relied on by the recipient
         if the recipient reasonably believes the notice to be genuine and if it
         bears what appears to be the signature (original or facsimile) of an
         authorised signatory of the sender or to have been sent from the email
         address of an authorised signatory of the sender (without the need for
         further enquiry or confirmation). Each party must take reasonable care
         to ensure that no forged, false or unauthorised notices are sent to
         another party.

25.5     ENGLISH LANGUAGE

         (a)      Any notice given under or in connection with any Finance
                  Document must be in English.

         (b)      All other documents provided under or in connection with any
                  Finance Document must be in English.

26.      CALCULATIONS AND CERTIFICATES

26.1     ACCOUNTS

         In any litigation or arbitration proceedings arising out of or in
         connection with a Finance Document, the entries made in the accounts
         maintained by a Lender are sufficient evidence of the matters to which
         they relates unless the contrary is proved.

26.2     CERTIFICATES AND DETERMINATIONS

         Any certification or determination by a Lender of an exchange rate, a
         rate of interest or amount under clauses 11, 12 or 13 or under any
         Finance Document and any certification or determination by a Lender of
         any other amount is sufficient evidence of the matters to which it
         relates unless the contrary is proved.

26.3     DAY COUNT CONVENTION

         Any interest, commission or fee accruing under a Finance Document will
         accrue from day to day and is calculated on the basis of the actual
         number of days elapsed and a year of 365 days.

27.      PARTIAL INVALIDITY

         If, at any time, any provision of the Finance Documents is or becomes
         illegal, invalid or unenforceable in any respect under any law of any
         jurisdiction, neither the legality, validity or enforceability of the
         remaining provisions nor the legality, validity or enforceability of
         such provision under the law of any other jurisdiction will in any way
         be affected or impaired.

28.      REMEDIES AND WAIVERS

         No failure to exercise, nor any delay in exercising, on the part of any
         Lender, any right or remedy under the Finance Documents will operate as
         a waiver, nor will any single or partial exercise of any right or
         remedy prevent any further or other exercise or the exercise of any
         other right or remedy. The rights and remedies provided in this Deed
         are cumulative and not exclusive of any rights or remedies provided by
         law.

                                                                              50
<PAGE>

29.      COUNTERPARTS

         Each Finance Document may be executed in any number of counterparts,
         and this has the same effect as if the signatures on the counterparts
         were on a single copy of the Finance Document.

30.      GOVERNING LAW

         This Deed is governed by New South Wales law.

31.      ENFORCEMENT

31.1     JURISDICTION

         (a)      The courts having jurisdiction in New South Wales have
                  non-exclusive jurisdiction to settle any dispute arising out
                  of or in connection with this Deed (including a dispute
                  regarding the existence, validity or termination of this
                  Deed).

         (b)      Each party irrevocably waives any objection it may now or in
                  the future have to the venue of any proceedings, and any claim
                  it may now or in the future have that any proceedings have
                  been brought in an inconvenient forum, where that venue falls
                  within clause 31.1(a).

31.2     SERVICE OF PROCESS

         Without prejudice to any other mode of service allowed under any
         relevant law, each Obligor (other than an Obligor incorporated in
         Australia):

         (a)      irrevocably appoints the Borrower as its agent for service of
                  process in relation to any proceedings in connection with any
                  Finance Document; and

         (b)      agrees that failure by a process agent to notify the relevant
                  Obligor of the process will not invalidate the proceedings
                  concerned.

         Each party expressly agrees and consents to the provisions of this
         clause 31.

THIS DEED HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
DEED.

                                                                              51
<PAGE>

SCHEDULE 1
THE ORIGINAL GUARANTORS AND THE ORIGINAL LENDERS

                                     PART I
                             THE ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
         NAME OF ORIGINAL GUARANTOR                                           ABN
<S>                                                                     <C>
ARG Financing Pty Ltd                                                   50 094 806 078
Australian Railroad Group Employment Pty Ltd                            73 087 891 601
Australia Southern Railroad Pty Limited                                 17 079 444 296
AWR Holdings WA Pty Ltd                                                 64 094 693 562
Australia Western Railroad Pty Ltd                                      39 094 792 275
WestNet Rail Pty Ltd                                                    42 094 721 301
WestNet NarrowGauge Pty Ltd                                             73 094 736 900
WestNet StandardGauge Pty Ltd                                           35 094 819 360
</TABLE>

                                     PART II
                              THE ORIGINAL LENDERS

<TABLE>
<CAPTION>
           NAME OF ORIGINAL LENDER                                            ABN
<S>                                                                     <C>
National Australia Bank Limited                                         12 004 044 937
Australia and New Zealand Banking Group Limited                         11 005 357 522
BNP Paribas                                                             23 000 000 117
Sumitomo Mitsui Finance Australia Limited                               16 000 866 526
Mizuho Corporate Bank, Ltd.                                             83 099 031 106
</TABLE>

                                                                              52
<PAGE>

SCHEDULE 2
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

1.       An Accession Letter, duly executed by the Additional Guarantor and the
         Borrower.

2.       A certified copy of the constitutional documents of the Additional
         Guarantor (if any).

3.       A certified copy of a resolution of the board of directors of the
         Additional Guarantor:

         (a)      approving the terms of, and the transactions contemplated by,
                  the Accession Letter and the Finance Documents and resolving
                  that it execute the Accession Letter (and, if applicable, the
                  power of attorney);

         (b)      to the effect that executing the Accession Letter is in the
                  best interests of the Additional Guarantor;

         (c)      authorising a specified person or persons to execute the
                  Accession Letter on its behalf; and

         (d)      authorising a specified person authorised to execute documents
                  and notices relevant to the Finance Documents on behalf of the
                  Additional Guarantor.

4.       A certified copy of a power of attorney for the execution of the
         Accession Letter by the Additional Guarantor executed under common seal
         or by two directors or a director and a secretary, together with
         evidence that the power of attorney has been duly registered in any
         relevant jurisdiction.

5.       A specimen of the signature of each person authorised to execute
         documents and notices relevant to the Finance Documents on behalf of
         the Additional Guarantor.

6.       A legal opinion of the legal advisers to the Lenders, in such form
         approved by the Majority Lenders.

7.       If the Additional Guarantor is incorporated in a jurisdiction outside
         Australia, a legal opinion of the legal advisers to the Lenders in the
         jurisdiction in which the Additional Guarantor is incorporated in such
         form approved by the Majority Lenders.

                                                                              53
<PAGE>

SCHEDULE 3
FORM OF COMPLIANCE CERTIFICATE

To:      [       ] as Lenders

From:    Australian Railroad Group Pty Ltd

Dated:

Dear Sirs

              AUSTRALIAN RAILROAD GROUP PTY LTD - COMMON TERMS DEED
                       DATED [ ] (THE "COMMON TERMS DEED")

1.       We refer to the Common Terms Deed. Terms used in the Common Terms Deed
         will have the same meaning in this Compliance Certificate.

2.       We confirm that as at [insert details of Calculation Date]:

         (a)      the Interest Cover Ratio was [      ]; and

         Total Debt divided by Total Assets was [         ].

3.       The following information is attached:

         [Insert description of information to be attached.]

Signed:  ....................................
         General Manager Finance
         of Australian Railroad Group Pty Ltd

                                                                              54
<PAGE>

SCHEDULE 4
FORM OF TRANSFER CERTIFICATE

To:      Australian Railroad Group Pty Ltd

cc:      [                       ] ("LENDERS")

From:    [The Existing Lender] (the "EXISTING LENDER") and [The New Lender] (the
         "NEW LENDER")

Dated:

              AUSTRALIAN RAILROAD GROUP PTY LTD - COMMON TERMS DEED
                       DATED [ ] (THE "COMMON TERMS DEED")

1.       We refer to the Common Terms Deed. Terms used in the Common Terms Deed
         will have the same meaning in this Transfer Certificate.

2.       We refer to clause 19.4 of the Common Terms Deed:

         (a)      the Existing Lender and the New Lender agree to the Existing
                  Lender and the New Lender novating all of the Existing
                  Lender's Commitments, rights and obligations, as referred to
                  in the Schedule, in accordance with clause 19.4 of the Common
                  Terms Deed;

         (b)      the proposed Transfer Date is [ ]; and

         (c)      the Facility Office and address, fax number, email address and
                  attention details for notices of the New Lender for the
                  purposes of clause 25.2 of the Common Terms Deed are set out
                  in the Schedule.

3.       The New Lender expressly acknowledges the limitations on the Existing
         Lender's obligations set out in clause 19.3 of the Common Terms Deed.

4.       This Transfer Certificate is governed by New South Wales law.

                                  THE SCHEDULE

            COMMITMENTS AND RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                            [insert relevant details]
   [Facility Office address, fax number, email address and attention details
                 for notices and account details for payments.]

         [Existing Lender]                       [New Lender]

         By:                                     By:

         This Transfer Certificate is accepted by the Borrower and the Transfer
         Date is confirmed as [        ].

         [Australian Railroad Group Pty Ltd]

         By:

                                                                              55
<PAGE>

SCHEDULE 5
FORM OF ACCESSION LETTER

To:      [        ] as Lenders

From:    [Subsidiary] and Australian Railroad Group Pty Ltd

Dated:

Dear Sirs

              AUSTRALIAN RAILROAD GROUP PTY LTD - COMMON TERMS DEED
                       DATED [ ] (THE "COMMON TERMS DEED")

1.       We refer to the Common Terms Deed. Terms used in the Common Terms Deed
         will have the same meaning in this Accession Letter.

2.       [Subsidiary] agrees to become an Additional Guarantor and to be bound
         by the terms of the Common Terms Deed as an Additional Guarantor
         pursuant to clause 21.2 of the Common Terms Deed. [Subsidiary] is a
         company duly incorporated under the laws of [name of relevant
         jurisdiction].

3.       [Subsidiary's] administrative details are as follows:

         Address:

         Fax No:

         Email:

         Attention:

4.       The Repeating Representations to be made by the Additional Guarantor
         are true and correct in all material respects as at the date of this
         Accession Letter with reference to the facts and circumstances now
         existing.

5.       This letter is governed by New South Wales law.

6.       This letter is entered into by deed.

         [Australian Railroad Group Pty Ltd]              [Subsidiary]

         By:                                              By:

                                                                              56
<PAGE>

SCHEDULE 6
FORM OF RESIGNATION LETTER

To:      [       ] as Lenders

From:    [resigning Guarantor] and Australian Railroad Group Pty Ltd

Dated:

Dear Sirs

              AUSTRALIAN RAILROAD GROUP PTY LTD - COMMON TERMS DEED
                       DATED [ ] (THE "COMMON TERMS DEED")

1.       We refer to the Common Terms Deed. Terms used in the Common Terms Deed
         will have the same meaning in this Resignation Letter.

2.       Pursuant to clause 21.4 of the Common Terms Deed we request that
         [resigning Guarantor] is irrevocably released from its obligations as a
         Guarantor under the Common Terms Deed with effect on and from the date
         of this request.

3.       We confirm that:

         (a)      no Event of Default or event or circumstance which with the
                  giving of notice and/or the expiry of time would give rise to
                  an Event of Default is continuing or would result from the
                  acceptance of this request; and

         (b)      immediately following the acceptance of this request, the
                  Guarantors, together with the Borrower, will hold 90% or more
                  of the Total Assets as determined at that time.

4.       This letter is governed by New South Wales law.

         [Australian Railroad Group Pty Ltd]         [Subsidiary]

         By:                                         By:

                                                                              57
<PAGE>

SCHEDULE 7
FORM OF LENDER ACCESSION LETTER

To:      [        ] as Security Trustee and [        ] as Lenders

And to:  Australian Railroad Group Pty Ltd each other Obligor (as defined in the
         Common Terms Deed referred to below)

Dated:

Dear Sirs

              AUSTRALIAN RAILROAD GROUP PTY LTD - COMMON TERMS DEED
                       DATED [ ] (THE "COMMON TERMS DEED")

1.       We refer to the Common Terms Deed. Terms used in the Common Terms Deed
         will have the same meaning in this Lender Accession Letter.

2.       [Additional Lender] agrees to become a Lender and to be bound by the
         terms of the Common Terms Deed as a Lender pursuant to clause 19.6 of
         the Common Terms Deed. [Additional Lender] is a financial institution
         duly incorporated under the laws of [name of relevant jurisdiction].

3.       [Additional Lender's] administrative details are as follows:

         Address:

         Fax No:

         Email:

         Attention:

4.       [Additional Lender's] Commitment details as at the date of this letter
         are as follows:

         [                      ]

5.       Details of [Additional Lender's] Loan Agreement are as follows:

         [                      ]

6.       This letter is governed by New South Wales law.

7.       This letter is entered into by deed.

         [Additional Lender]

         By:

                                                                              58
<PAGE>

BORROWER

SIGNED SEALED AND DELIVERED for and on behalf
of AUSTRALIAN RAILROAD GROUP PTY LTD by its
Attorney under a Power of Attorney dated
3 December 2003, and the Attorney declares that
the Attorney has not received any notice of       /s/ Angela Flannery
the revocation of such Power of Attorney, in      ------------------------------
the presence of:                                  Signature of Attorney


/s/ Richard Cooper                                Angela Flannery
--------------------------------------            ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
--------------------------------------
Name of Witness in full

ORIGINAL GUARANTORS

SIGNED SEALED AND DELIVERED for and on behalf
of ARG FINANCING PTY LTD by its Attorney
under a Power of Attorney dated 2 December 2003,
and the Attorney declares that the Attorney has
not received any notice of the revocation of
such Power of Attorney, in the presence of:       /s/ Angela Flannery
                                                  ------------------------------
                                                  Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
---------------------------------------           ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
---------------------------------------
Name of Witness in full

                                                                              59
<PAGE>

SIGNED SEALED AND DELIVERED for and on behalf
of AUSTRALIAN RAILROAD GROUP EMPLOYMENT PTY
LTD by its Attorney under a Power of Attorney
dated 2 December 2003, and the Attorney
declares that the Attorney has not received       /s/ Angela Flannery
any notice of the revocation of such Power of     ------------------------------
Attorney, in the presence of:                     Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
--------------------------------------            ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
--------------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on behalf
of AUSTRALIA SOUTHERN RAILROAD PTY LIMITED by
its Attorney under a Power of Attorney dated
2 December 2003, and the Attorney declares
that the Attorney has not received any notice     /s/ Angela Flannery
of the revocation of such Power of Attorney,      ------------------------------
in the presence of:                               Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
--------------------------------------            ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
--------------------------------------
Name of Witness in full

                                                                              60
<PAGE>

SIGNED SEALED AND DELIVERED for and on behalf
of AWR HOLDINGS WA PTY LTD by its Attorney
under a Power of Attorney dated 2 December 2003,
and the Attorney declares that the Attorney has
not received any notice of the revocation of      /s/ Angela Flannery
such Power of Attorney, in the presence of:       ------------------------------
                                                  Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
--------------------------------------            ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
--------------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on behalf
of AUSTRALIA WESTERN RAILROAD PTY LTD by its
Attorney under a Power of Attorney dated
2 December 2003, and the Attorney declares
that the Attorney has not received any notice     /s/ Angela Flannery
of the revocation of such Power of Attorney,      ------------------------------
in the presence of:                               Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
---------------------------------------           ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
---------------------------------------
Name of Witness in full

                                                                              61
<PAGE>


SIGNED SEALED AND DELIVERED for and on behalf
of WESTNET RAIL PTY LTD by its Attorney under
a Power of Attorney dated 3 December 2003,
and the Attorney declares that the
Attorney has not received any notice of the       /s/ Angela Flannery
revocation of such Power of Attorney, in the      ------------------------------
presence of:                                      Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
---------------------------------------           ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
---------------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on behalf
of WESTNET NARROWGAUGE PTY LTD by its
Attorney under a Power of Attorney dated
3 December 2003, and the Attorney
declares that the Attorney has not received       /s/ Angela Flannery
any notice of the revocation of such Power of     ------------------------------
Attorney, in the presence of:                     Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
-----------------------------------------         ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
-----------------------------------------
Name of Witness in full

                                                                              62
<PAGE>

SIGNED SEALED AND DELIVERED for and on behalf
of WESTNET STANDARDGAUGE PTY LTD by its
Attorney under a Power of Attorney dated
3 December 2003, and the Attorney declares
that the Attorney has not received any            /s/ Angela Flannery
notice of the revocation of such                  ------------------------------
Power of Attorney, in the presence of:            Signature of Attorney

/s/ Richard Cooper                                Angela Flannery
------------------------------------              ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
------------------------------------
Name of Witness in full

ORIGINAL LENDERS

SIGNED SEALED AND DELIVERED for and on behalf
of NATIONAL AUSTRALIA BANK LIMITED by its
Attorney under a Power of Attorney dated
28 February 1991 (as amended), and the Attorney
declares that the Attorney has not received       /s/ David Sidon
any notice of the revocation of such Power of     ------------------------------
Attorney, in the presence of:                     Signature of Attorney

/s/ Richard Cooper                                David Sidon
--------------------------------------            ------------------------------
Signature of Witness                              Name of Attorney in full

   Richard Cooper
--------------------------------------
Name of Witness in full

                                                                              63
<PAGE>

SIGNED SEALED AND DELIVERED for
and on behalf of AUSTRALIA AND
NEW ZEALAND BANKING GROUP LIMITED
by its Attorney under a Power of
Attorney dated 18 November 2002,
and the Attorney declares that
the Attorney has not received any
notice of the revocation of such
Power of Attorney, in the
presence of:

/s/ Peter Flannery                 /s/ Cameron Dare Knight Whalley
--------------------------------   ------------------------------
Signature of Witness               Signature of Attorney

Peter Flannery                     Cameron Dare Knight Whalley
--------------------------------   ------------------------------
Name of Witness in full            Name of Attorney in full

SIGNED SEALED AND DELIVERED for
and on behalf of BNP PARIBAS by
its Attorneys under a Power of
Attorney dated 31 July 2003, and
each Attorney declares that the
Attorney has not received any
notice of the revocation of such
Power of Attorney, in the          /s/ Prema Balakrishnan   /s/ Kevin Jamieson
presence of:                       -------------------------------------------
                                   Signature of             Signature of
                                   Attorney                 Attorney
/s/ Richard Cooper
--------------------------------   Prema Balakrishnan       Kevin Jamieson
Signature of Witness               -------------------------------------------
                                   Name of                  Name of
                                   Attorney                 Attorney
                                   in full                  in full
    Richard Cooper
--------------------------------
Name of Witness in full


                                                                              64
<PAGE>

SIGNED SEALED AND DELIVERED for and on behalf
of SUMITOMO MITSUI FINANCE AUSTRALIA LIMITED
by its Attorney under a Power of Attorney
dated 26 November 2003, and the Attorney          /s/ Norio Hashiba
declares that the Attorney has not received       ------------------------------
any notice of the revocation of such Power of     Signature of Attorney
Attorney, in the presence of:

/s/ Richard Cooper                                Norio Hashiba
-----------------------------------               ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
-----------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on behalf
of MIZUHO CORPORATE BANK, LTD. by its
Attorney under a Power of Attorney dated
28  November 2003, and the Attorney
declares that the Attorney has not received       /s/ Patrick St. John
any notice of the revocation of such Power of     ------------------------------
Attorney, in the presence of:                     Signature of Attorney

/s/ Marnie Fels                                   Patrick St. John
-----------------------------------               ------------------------------
Signature of Witness                              Name of Attorney in full

    Marnie Fels
-----------------------------------
Name of Witness in full

                                                                              65
<PAGE>


SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED for and on behalf
of ANZ CAPEL COURT LIMITED by its Attorney
under a Power of Attorney dated
2 December 2003, and the Attorney declares
that the Attorney has not received any notice     /s/ Lee Sutton
of the revocation of such Power of Attorney,      ------------------------------
in the presence of:                               Signature of Attorney

/s/ Richard Cooper                                Lee Sutton
--------------------------------------            ------------------------------
Signature of Witness                              Name of Attorney in full

    Richard Cooper
--------------------------------------
Name of Witness in full

                                                                              66