<PAGE>

                                                  Exhibit 10(kk)





                                Working Capital Facility Agreement

                                Dated:  26 February 2004





                                TXU Australia Holdings Pty Ltd
                                ("Borrower")
                                Australia and New Zealand Banking Group Limited
                                and Commonwealth Bank of Australia
                                ("Financiers")


                                Mallesons Stephen Jaques
                                Rialto
                                525 Collins Street
                                Melbourne   Vic   3000
                                Telephone (61 3) 9643 4000
                                Fax (61 3) 9643 5999
                                DX 101 Melbourne
                                www.mallesons.com
                                -----------------
                                Ref:  MLB/JLC
                                7036706_10


<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
<S>       <C>                                                                                   <C>
1        The Facility and Facility Limit                                                        4

1.1      Financiers to fund                                                                     4
1.2      Maximum accommodation                                                                  4
1.3      Several Obligations                                                                    4
1.4      Several Interests                                                                      4
1.5      Financiers' interest in the Deed of Common Terms                                       4
-------------------------------------------------------------------------------------------------
2        Using the Facility                                                                     4
2.1      Drawing down                                                                           4
2.2      Requesting a Drawing                                                                   4
2.3      Effect of a Drawdown Notice                                                            5
2.4      Conditions to first drawdown                                                           5
2.5      Conditions to all drawdowns                                                            5
2.6      Benefit of conditions                                                                  5

------------------------------------------------------------------------------------------------
3        Interest                                                                               5

3.1      Interest charges                                                                       5
3.2      Notification of Interest Period                                                        6
3.3      When Interest Period begins and ends                                                   6
-------------------------------------------------------------------------------------------------
4        Money Market Drawings                                                                  6
4.1      Request for Money Market Drawings                                                      6
4.2      Interest for Money Market Drawings                                                     7
4.3      Automatic rollover and repayment                                                       7

-------------------------------------------------------------------------------------------------
5        Repaying and prepaying                                                                 8

5.1      Repayment                                                                              8
5.2      Voluntary early prepayment                                                             8
5.3      Prepayments                                                                            8
5.4      Prepayments and the Facility Limit                                                     8

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6        Reliquifying Bills                                                                     8

6.1      Obligation to draw Bills                                                               8
6.2      Financier as attorney                                                                  9
6.3      Termination                                                                            9
6.4      Indemnity by Financier                                                                 9
6.5      Deemed application                                                                     9

-------------------------------------------------------------------------------------------------
7        Payments                                                                               9

7.1      Manner of payment                                                                      9
7.2      Currency of payment                                                                   10
7.3      Total Amount Owing                                                                    10

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8        Cancellation                                                                          10

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9        Fees                                                                                  10


9.1      Establishment fee                                                                     10
9.2      Commitment Fee                                                                        10

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10       Withholding tax                                                                       11

10.1     Payments by Borrower                                                                  11
10.2     Tax credit                                                                            11
10.3     Exclusions                                                                            12


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(c)Mallesons Stephen Jaques  Working Capital Facility Agreement                                1
                             26 February 2004
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>      <C>                                                                                   <C>
11       Increased costs                                                                       12

11.1     Compensation                                                                          12
11.2     Substantiating Costs                                                                  13
11.3     Negotiations                                                                          13
11.4     Prepayment                                                                            13
11.5     No compensation                                                                       13
11.6     Retrospective costs                                                                   14
11.7     Change of Funding Office                                                              14

-------------------------------------------------------------------------------------------------
12       Illegality or impossibility                                                           14


12.1     Financier's right to suspend or cancel                                                14
12.2     Extent and duration                                                                   14
12.3     Notice requiring prepayment under Facility                                            15
12.4     Financier to seek alternative funding method                                          15

-------------------------------------------------------------------------------------------------
13       Representations and warranties                                                        15

13.1     Representations and warranties                                                        15
13.2     Continuation of representations and warranties                                        15

-------------------------------------------------------------------------------------------------
14       Undertakings                                                                          16

14.1     Undertakings                                                                          16
14.2     Purpose undertaking                                                                   16

-------------------------------------------------------------------------------------------------
15       Default                                                                               16

15.1     Events of Default                                                                     16
15.2     Effect of Event of Default                                                            16

-------------------------------------------------------------------------------------------------
16       Costs and indemnities                                                                 16

16.1     What the Borrower agrees to pay                                                       16
16.2     Indemnity                                                                             17
16.3     Items included in loss, liability and Costs                                           18
16.4     Payment of third party losses                                                         18
16.5     Currency conversion on judgment debt                                                  18
16.6     GST                                                                                   19

-------------------------------------------------------------------------------------------------
17       Interest on overdue amounts                                                           19

17.1     Obligation to pay                                                                     19
17.2     Compounding                                                                           20
17.3     Interest following judgment                                                           20

-------------------------------------------------------------------------------------------------
18       Application of payments                                                               20

-------------------------------------------------------------------------------------------------
19       Dealing with interests                                                                20

19.1     No dealing by Borrower                                                                20
19.2     Dealings by Financier                                                                 20

-------------------------------------------------------------------------------------------------
20       Notices                                                                               21

20.1     Form                                                                                  21
20.2     Delivery                                                                              21
20.3     When effective                                                                        21

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Mallesons Stephen Jaques     Working Capital Facility Agreement                                 2
                             26 February 2004
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>      <C>                                                                                   <C>
20.4     Deemed receipt - postal                                                               21
20.5     Deemed receipt - fax                                                                  21
20.6     Deemed receipt - general                                                              21
20.7     Waiver of notice period                                                               22

-------------------------------------------------------------------------------------------------
21       General                                                                               22

21.1     Application to Bank Finance Documents                                                 22
21.2     Prompt performance                                                                    22
21.3     Consents                                                                              22
21.4     Certificates                                                                          22
21.5     Set-off                                                                               22
21.6     Discretion in exercising rights                                                       22
21.7     Partial exercising of rights                                                          22
21.8     No liability for loss                                                                 23
21.9     Conflict of interest                                                                  23
21.10    Remedies cumulative                                                                   23
21.11    Indemnities                                                                           23
21.12    Rights and obligations are unaffected                                                 23
21.13    Inconsistent law                                                                      23
21.14    Supervening legislation                                                               23
21.15    Time of the essence                                                                   23
21.16    Variation and waiver                                                                  23
21.17    Confidentiality                                                                       24
21.18    Further steps                                                                         24
21.19    Counterparts                                                                          24
21.20    Applicable law                                                                        25

-------------------------------------------------------------------------------------------------
22       Interpretation                                                                        25

22.1     Definitions                                                                           25
22.2     References to certain general terms                                                   30
22.3     Number                                                                                31
22.4     Headings                                                                              31
22.5     Senior Finance Document                                                               31

-------------------------------------------------------------------------------------------------
23       IPO                                                                                   31

23.1     IPO Effective Date and New Borrower                                                   31
23.2     ("IPO Effective Date and IPO issuing entity is the Borrower")                         31
23.3     Acknowledgments                                                                       31

Schedule 1 - Conditions precedent (clause 2.4)                                                 33

Schedule 2 - Drawdown Notice (clauses 2 and 4.1)                                               36

Schedule 3 - Interest Period Notice (clause 3.2)                                               38


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Mallesons Stephen Jaques     Working Capital Facility Agreement                                 3
                             26 February 2004
</TABLE>
<PAGE>


                                                                Exhibit 10(jj)
Working Capital Facility Agreement
Details



Interpretation - Definitions are at the end of this agreement before the
schedules.



-------------------------------------------------------------------------------

Parties            Borrower and Financiers, each as described below.
---------------------------------------------------------------------------

Borrower           Name                 TXU Australia Holdings Pty Ltd

                   ABN                  97 086 006 859

                   Incorporated in      Australia
                   Address              Level 33, 385 Bourke Street,
                                        Melbourne, Victoria
                   Fax                  (61 3) 8628 0925
                   Telephone            (61 3) 8628 1000
                   Attention            Assistant Treasurer

---------------------------------------------------------------------------

Financiers

                    Name                 Australia and New Zealand Banking
                                         Group Limited

                    ABN                  11 005 357 522

                    Lending Office       Level 17, 530 Collins Street,
                                         Melbourne, Victoria

                    Fax                  (61 3) 9273 3591

                    Attention            Ms Lisa Rickards

                    Name                 Commonwealth Bank of Australia

                    ABN                  48 123 123 124

                    Lending Office       Level 14, 385 Bourke Street,
                                         Melbourne, Victoria

                    Fax                  (61 3) 9675 7288

                    Attention            Mr Nick Sankey
-------------------------------------------------------------------------------

Facility            Facility Limit       A$75,000,000, as reduced by the total
                                         of all cancellations under this
                                         agreement.

                    Commitment           A$37,500,000 for each Financier.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques  Working Capital Facility Agreement               1
                             26 February 2004
<PAGE>

                    Availability         The period from the Debt
                     Period              Refinance Date until the
                                         Maturity Date.

                    Maturity Date        364 days from the Debt Refinance Date.

                    Interest             Rate In relation to an Interest
                                         Period for an Advance Drawing,
                                         means the aggregate of the Bank
                                         Bill Rate plus the Applicable
                                         Margin for that Financier.


                                         In relation to an Interest Period
                                         for a Money Market Drawing means
                                         the Interest Rate as agreed between
                                         the Borrower and the Financier.

                    Interest Period      In relation to an Advance Drawing, 30
                    (clause 3.2 )        days unless otherwise agreed.

                    Purpose              To refinance the existing working
                                         capital facility (tranche F) which
                                         was provided to TXU Australia
                                         Holdings (Partnership) Limited
                                         Partnership and to provide for
                                         general working capital purposes.

                    Drawdowns            Minimum A$1,000,000 and a whole
                                         multiple of A$500,000.

                    Prepayment (clause   Prepayments of at least A$1,000,000
                    5.2)                 and a whole multiple of A$1500,000 are
                                         permitted without penalty,
                                         on the last Business Day of the
                                         Interest Period of the relevant
                                         Drawing if notice is given by
                                         11:00am on the third Business Day
                                         before the prepayment.
------------------------------------------------------------------------------

Fees               Establishment   As separately agreed for each Financier in
(also see              fee         its Fee Letter.
clause 9)

                   Commitment fee  40% of the Applicable Margin
                                   for each Financier calculated on
                                   the daily balance of the Undrawn
                                   Commitment of the Financier using a
                                   365 day year.






-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques  Working Capital Facility Agreement               2
                             26 February 2004

<PAGE>


Bank Finance Documents                       include:

                                             o this agreement

                                             o any Drawdown Notice;

                                             o any Interest Period Notice;

                                             o the Deed of Common Terms;

                                             o the Guarantees;

                                             o each Fee Letter; and

                                             o the Amending Deed.
-------------------------------------------------------------------------------

Business Day place(s)                        Melbourne and Sydney
-------------------------------------------------------------------------------

Governing law                                Victoria
-------------------------------------------------------------------------------

Date of agreement                            See Signing page











-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques  Working Capital Facility Agreement               3
                             26 February 2004
<PAGE>


Working Capital Facility Agreement
General terms

-------------------------------------------------------------------------------
1        The Facility and Facility Limit

1.1      Financiers to fund

         Subject to the Bank Finance Documents, each Financier agrees to provide
         the financial accommodation requested by the Borrower from that
         Financier in accordance with this agreement.

1.2      Maximum accommodation

         The maximum total amount of financial accommodation available to the
         Borrower under this agreement is the Facility Limit. Despite anything
         in this agreement, a Financier need not provide financial accommodation
         under this agreement to the extent by which its Drawn Commitment after
         providing that financial accommodation would exceed its Commitment.

1.3      Several Obligations

         The obligations of each Financier under this agreement are several. The
         failure of a Financier to perform its obligations under this agreement
         will not relieve the other Financier or the Borrower of any of its
         respective obligations under this agreement. A Financier will not be
         responsible for the obligations of the other Financier.

1.4      Several Interests

         The interests of each Financier under this agreement and the other Bank
         Finance Documents are several. Subject to the provisions of the Bank
         Finance Documents, each Financier may separately enforce its rights
         under any Bank Finance Document.

1.5      Financiers' interest in the Deed of Common Terms

         Each Financier accepts that it acquires an interest in the Guarantees
         held by the Trustee and agrees to be bound by the Deed of Common Terms.

2        Using the Facility
-------------------------------------------------------------------------------
2.1      Drawing down

         The Borrower need not use the Facility. However, if the Borrower wants
         to use the Facility, it may do so by one or more Drawings from the
         Financiers. A Drawing is provided by a single Financier, and not by the
         Financiers together.

2.2      Requesting a Drawing

         (a)      If the Borrower wants an Advance Drawing, it agrees to give a
                  Drawdown Notice to a Financier by 11:00am on the second
                  Business Day before the day it wants the Advance Drawing to be
                  drawn down; and
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques  Working Capital Facility Agreement               4
                             26 February 2004
<PAGE>

         (b)   if the Borrower wants a Money Market Drawing, it agrees to
               follow the procedures set out in clause 4 ("Money Market
               Drawings").

2.3      Effect of a Drawdown Notice

         A Drawdown Notice for an Advance Drawing is effective when a Financier
         actually receives it in legible form in accordance with clause 20
         ("Notices"). An effective Drawdown Notice is irrevocable.

2.4      Conditions to first drawdown

         The Borrower agrees not to request the first drawdown whether an
         Advance Drawing or a Money Market Drawing until the Financiers have
         received every item listed in schedule 1 ("Conditions precedent") in
         form and substance satisfactory to each Financier. Any item required to
         be certified must be certified by a secretary or a director of the
         relevant entity as being true and complete as at a date no earlier than
         the date of this agreement. Each Financier agrees to notify the
         Borrower promptly after the Financier receives the final item listed in
         Schedule 1 in form and substance satisfactory to the Financier.

2.5      Conditions to all drawdowns

         A Financier need not provide any financial accommodation unless:

         (a)  it is to be provided during the Availability Period; and

         (b)  the Financier is satisfied that after providing the
              accommodation the Facility Limit would not be exceeded and its
              Drawn Commitment would not exceed its Commitment; and

         (c)  in respect of an Advance Drawing, the Financier has received a
              Drawdown Notice in accordance with clause 20 in respect of it;
              and

         (d)  the representations and warranties in clause 5 of the Deed of
              Common Terms and in the Drawdown Notice and the statements in
              the Drawdown Notice are correct and not misleading at the date
              of the Drawdown Notice and on the Drawdown Date; and

        (e)   no Event of Default or Potential Event of Default subsists or
              would result from the accommodation being provided.

2.6     Benefit of conditions

        Each condition to drawdown is for the sole benefit of the Financiers
        and may be waived by them.

3       Interest
-------------------------------------------------------------------------------
3.1     Interest charges

        The Borrower agrees to pay interest on each Drawing for each of its
        Interest Periods at the applicable Interest Rate.  Interest:


-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                  5
                          26 February 2004

<PAGE>

         (a)      accrues daily from and including the first day of an Interest
                  Period to but excluding the last day of the Interest Period;
                  and

         (b)      is payable in arrears on each Interest Payment Date; and

         (c)      is calculated on actual days elapsed and a year of 365 days.

3.2      Notification of Interest Period

         The first Interest Period for an Advance Drawing is the period
         specified in the Drawdown Notice. Each subsequent Interest Period is a
         period specified by the Borrower to the Financier in an Interest Period
         Notice, which has provided that Advance Drawing by 11:00am on the
         second Business Day before the last day of the current Interest Period.
         However, in each case, the specified period must be one that is set out
         in the Details provided that if a Review Event has occurred and the
         Trustee has notified the Borrower of the Option, the Interest Period
         must end on or before the last day of the Option Period. If the
         Borrower does not give correct notice, the subsequent Interest Period
         for an Advance Drawing is the same length as the Interest Period which
         immediately precedes it (or it is the period until the Maturity Date,
         if that is shorter than the preceding Interest Period).

3.3      When Interest Period begins and ends

         The first Interest Period for a Drawing begins on its Drawdown Date.
         Each subsequent Interest Period begins on the day when the preceding
         Interest Period for the Drawing ends. An Interest Period which would
         otherwise end on a day which is not a Business Day ends on the next
         Business Day (unless that day falls in the following month, in which
         case the Interest Period ends on the previous Business Day). However,
         an Interest Period which would otherwise end after the Maturity Date
         ends on the Maturity Date.

4        Money Market Drawings
-------------------------------------------------------------------------------
4.1      Request for Money Market Drawings

         (a)    The Borrower may on any Business Day before 11:00am
                discuss by telephone with a Financier in respect of a
                Money Market Drawing which the Borrower may request
                the Financier to provide:

                (i)   the principal amount of that Drawing;

                (ii)  the interest rate at which the Financier is prepared
                      to make available that Drawing;

                (iii) the Interest Period for that Drawing (subject to the
                      period being not less than 1 and not more than 28
                      days and ending on or before the Maturity Date); and

                (iv)  the settlement procedures for that Drawing.

         (b)    The discussions must be conducted on the Borrower's
                behalf by one of its Authorised Officers.



-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                  6
                          26 February 2004
<PAGE>

         (c)    If an agreement is reached by the Borrower and the
                Financier in relation to the matters referred to in
                paragraph (a) above, then:

                (i)   subject to this agreement, the Financier will be
                      obliged to provide the Money Market Drawing on the
                      agreed terms; and

                (ii)  the Borrower will send to the Financier a
                      confirmation substantially in the form of schedule 2
                      ("Drawdown Notice") accurately reflecting those terms
                      by no later than 12 noon on the Drawdown Date and
                      signed by an Authorised Officer of the Borrower.

4.2      Interest for Money Market Drawings

         If the Interest Rate applicable to a Money Market Drawing is to be
         determined daily, then the Financier must determine and notify the
         Borrower of the applicable Interest Rate to apply on that day. The
         notification must be made by no later than 12 noon on that day.

4.3      Automatic rollover and repayment

         (a)    Notwithstanding clause 5 ("Repaying and Prepaying") but
                without limiting paragraphs (b) or (c) of this clause, the
                Borrower may elect to prepay any Money Market Drawing by
                giving the Financier a notice by no later than 11:00am on the
                Business Day on which it has elected to prepay the Money
                Market Drawing. The notice must be signed by one Authorised
                Officer of the Borrower and is irrevocable.

         (b)
               (i)  Money Market Drawings which have an Interest Period of one
                    day will be automatically rolled over at 11:00am on the
                    first Business Day after that day with a new Interest
                    Period of one day unless the Borrower has repaid that Money
                    Market Drawing under paragraph (c). The Interest Rate for
                    each Interest Period after the initial Interest Period will
                    be determined by the Financier in accordance with clause
                    4.2 ("Interest for Money Market Drawings").

               (ii) A Money Market Drawing will cease to be rolled over under
                    sub-paragraph (i) above on the twenty eighth day from and
                    including the first Drawdown Date for that Drawing. The
                    Borrower will repay the Money Market Drawing in accordance
                    with clause 4.3(c) on that day.

              (iii) On the date that the Money Market Drawing is rolled over,
                    the Borrower will be taken to have made the representations
                    and warranties in paragraph 3 of the notice in schedule 2
                    ("Drawdown Notice") without qualification.

         (c)  Each Money Market Drawing shall be repaid by the Borrower by
              12 noon on the last day of its Interest Period unless it has
              been rolled over under paragraph (b)(i) above.

-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                  7
                          26 February 2004
<PAGE>

-------------------------------------------------------------------------------
5        Repaying and prepaying

5.1      Repayment

         The Borrower agrees to repay the total of the Drawings on the Maturity
         Date.

5.2      Voluntary early prepayment

         The Borrower may prepay a Drawing or Drawings in whole or in part
         without incurring break costs, as follows:

         (a) the prepayment amount must be at least A$1,000,000 and a whole
             multiple of A$500,000 (unless the Financiers otherwise agree);
             and

         (b) the Borrower must notify the proposed prepayment to the
             Financiers by 11:00am on the third Business Day before the
             prepayment (once given, a notice of prepayment is irrevocable
             and the Borrower is obliged to prepay in accordance with the
             notice); and

        (c) the prepayment must be applied in accordance with clause 5.3
            ("Prepayments"); and

        (d) the prepayment of each Drawing must be made on the last day of
            the Interest Period for each Drawing.

         If the Borrower prepays other than as set out in this clause 5.2, they
         may be liable for break costs - see clause 16.2 ("Indemnity").

5.3      Prepayments

         Prepayments under this clause 5 ("Repaying and Prepaying") of a Drawing
         made available by a Financier will be applied in reduction of that
         Financier's Drawn Commitment. Prepayments do not need to be applied
         rateably to both Financiers.

5.4      Prepayments and the Facility Limit

         Neither the Facility Limit, nor a Financier's Commitment, is reduced by
         the amount of an early prepayment under clause 5.2 ("Voluntary early
         prepayment").

6        Reliquifying Bills
-------------------------------------------------------------------------------
6.1      Obligation to draw Bills

         The Borrower agrees to draw Bills when and in the form required by a
         Financier.  However:

         (a)  the discounted value of those Bills, when added to the total
              of the discounted value of all other Bills drawn as required
              by the Financier under this clause 6 ("Reliquifying Bills")
              and which are outstanding, may not exceed the amount of the
              Drawing from that Financier to which the Bills relate; and

         (b)  no Bill is to be drawn which would mature after the Maturity
              Date.

-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                  8
                          26 February 2004
<PAGE>

6.2      Financier as attorney

         The Borrower irrevocably appoints each Financier and each Authorised
         Officer of each Financier individually as its attorney to draw, accept
         or endorse the Bills on its behalf and agrees to ratify all action
         taken by an attorney under this clause 6.2.

6.3      Termination

         The Borrower's obligation to draw Bills ceases, and the appointment of
         a Financier and its Authorised Officers as attorney for this purpose is
         revoked, on payment by the Borrower of the Amount Owing to that
         Financier under this agreement.

6.4      Indemnity by Financier

         Each Financier unconditionally and irrevocably indemnifies the Borrower
         against liability or loss arising from, and any Costs (including duty)
         incurred in connection with, any Bill having recourse to the Borrower
         drawn at the Financier's request under this clause 6 ("Reliquifying
         Bills"). Each Financier agrees to pay amounts due from it under this
         indemnity to the Borrower on demand.

6.5      Deemed application

         If a reliquification Bill is presented to the Borrower and the Borrower
         discharges it by payment, the amount of that payment will be deemed to
         have been applied against the moneys outstanding under this agreement
         to the Financier which required the Borrower to draw the Bill.

7        Payments
-------------------------------------------------------------------------------
7.1      Manner of payment

         Unless a provision of a Bank Finance Document expressly states
         otherwise, the Borrower agrees to make payments (including by way of
         reimbursement) under each Bank Finance Document:

         (a) on the due date (or, if that is not a Business Day, on the
             next Business Day unless that day falls in the following month
             or after the Maturity Date, in which case, on the previous
             Business Day); and

        (b)  not later than 12 noon in the place for payment; and

        (c)  in Australian dollars in immediately available funds; and

        (d)  in full without set-off or counterclaim and without any
             deduction in respect of Taxes unless prohibited by law; and

        (e)  to each Financier by payment into the account nominated by the
             Financier, or by payment as each Financier otherwise directs.

         If a Financier directs the Borrower to pay a particular party or in a
         particular manner, the Borrower is taken to have satisfied its
         obligation to that Financier by paying in accordance with the
         direction.


-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                  9
                          26 February 2004
<PAGE>

         The Borrower satisfies a payment obligation only when each Financier or
         the person to whom it has directed payment receives the amount.

7.2      Currency of payment

         The Borrower waives any right they have in any jurisdiction to pay an
         amount other than in the currency in which it is due. However, if a
         Financier receives an amount in a currency other than that in which it
         is due:

         (a) it may convert the amount received into the due currency (even
             though it may be necessary to convert through a third currency
             to do so) on the day and at such rates (including spot rate,
             same day value rate or value tomorrow rate) as it reasonably
             considers appropriate. It may deduct its usual Costs in
             connection with the conversion; and

         (b) the Borrower satisfies its obligation to pay in the due
             currency only to the extent of the amount of the due currency
             obtained from the conversion after deducting the Costs of the
             conversion.

7.3      Total Amount Owing

         Subject to the provisions of any Bank Finance Document, the Borrower
         agrees to pay the total Amount Owing to each Financier on the Maturity
         Date for the Facility.

8        Cancellation
-------------------------------------------------------------------------------
         The Borrower may cancel the Undrawn Commitment of a Financier in whole
         or in part by notifying each Financier on or before the third Business
         Day before the cancellation is to take effect. The Borrower agrees
         that, to the extent that it is reasonably practical, it will cancel
         Undrawn Commitments so that the Commitments and Drawn Commitments of
         each Financier are equal. A partial cancellation must be at least
         A$3,000,000 and a whole multiple of A$1,000,000. Once given, the notice
         is irrevocable. The Facility Limit reduces by the amount of any
         cancellation. Each Financier's Commitment reduces by the amount by
         which its Undrawn Commitment is cancelled in accordance with this
         clause 8.

9        Fees
-------------------------------------------------------------------------------
9.1      Establishment fee

         The Borrower agrees to pay each Financier the Establishment Fee in
         accordance with the Fee letter with that Financier.

9.2      Commitment Fee

         The Borrower agrees to pay to each Financier quarterly in arrears (the
         first quarter ending three months after the date of this agreement) and
         on the last day of the Availability Period for the Facility the
         Commitment Fee for the relevant Financier.


-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 10
                          26 February 2004
<PAGE>

         If the Borrower cancels any of the Undrawn Commitment, it agrees to pay
         the Commitment Fee in respect of the cancelled amount up to and
         including the date on which any Undrawn Commitment is cancelled.

         The Commitment Fee is calculated:

         (a)  on actual days elapsed using a 365 day year;

         (b)  if the Fee Letter for a Financier specifies that the
              Applicable Margin is to be calculated on the basis of
              a ratings grid:

              (i)  as if the first day of the relevant quarter is the
                   first day of an Interest Period for the purposes of
                   determining the Applicable Margin; and

              (ii) on the basis that the Applicable Margin changes from
                   the date of any change in, or the loss of, the
                   corporate rating of the Borrower issued by Standard &
                   Poor's (Australia) Pty Ltd.

10       Withholding tax
-------------------------------------------------------------------------------
10.1     Payments by Borrower

         If a law requires the Borrower to deduct an amount in respect of Taxes
         from a payment under any Bank Finance Document such that a Financier
         ("Indemnified Party") would not actually receive on the due date the
         full amount provided for under the Bank Finance Document, then:

         (a) subject to clause 10.3 ("Exclusions"), the Borrower agrees to
             deduct the amount for the Taxes (and any further deduction
             applicable to any further payment due under paragraph (c)
             below); and

         (b) the Borrower agrees to pay the amount deducted to the relevant
             authority in accordance with applicable law and give the
             original receipts to the Financier; and

         (c) if the amount deducted is in respect of Accountable Taxes, the
             amount payable is increased so that, after making the
             deduction and further deductions applicable to additional
             amounts payable under this clause, the Financier is entitled
             to receive (at the time the payment is due) the amount it
             would have received if no deductions had been required.

10.2     Tax credit

         This clause 10.2 applies if the Borrower complies with clause 10.1(c)
         ("Payments by Borrower") and, as a result, the Financier receives a tax
         credit, tax rebate or similar benefit for any tax payable by it that in
         the Financier's sole opinion (without requiring it or its professional
         advisers to expend a material amount of time or incur a material cost
         in forming that opinion) is referable to the amount deducted and paid
         to the relevant authority.

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 11
                          26 February 2004
<PAGE>

         In that case, the Financier agrees to notify the Borrower and reimburse
         to the Borrower an amount equal to the amount that the Financier
         considers in its sole opinion but in good faith to be the proportion of
         the credit, rebate or benefit as will leave the Financier (after the
         reimbursement) in no worse position than it would have been in had no
         increase been required under clause 10.1(c) ("Payments by Borrower").
         However, the Financier need pay only to the extent it can do so in its
         sole opinion without prejudicing the retention of the amount of the
         credit, rebate or other benefit. In complying with this clause 10.2,
         the Financier need not disclose to the Borrower information about their
         tax affairs or order them in a particular way.

10.3     Exclusions

         The Borrower is not required to pay an additional amount under clause
         10.1(c) ("Payments by Borrower") in relation to a deduction in respect
         of Accountable Taxes, if the deduction in respect of Accountable Taxes
         is as a result of the Indemnified Party being a resident of, or
         organised or doing business in or having a connection with, the
         jurisdiction imposing the Accountable Taxes, other than where the
         Indemnified Party is considered a resident of, or as being organised or
         doing business in the jurisdiction solely as a result of it being a
         party to the Bank Finance Documents or any transaction contemplated by
         the Bank Finance Documents.

11       Increased costs
-------------------------------------------------------------------------------
11.1     Compensation

         The Borrower agrees to compensate a Financier on demand if the
         Financier determines that:

         (a) any new Directive or change in Directive, in either case
             applying for the first time after the date of this agreement;
             or

         (b) a change in a Directive's interpretation or administration by
             an authority after the date of this agreement; or

         (c) compliance by the Financier or any Holding Company with any
             such Directive, changed Directive or changed interpretation or
             administration

         directly or indirectly:

             (i)   increases the cost of the Facility to the Financier
                   or a Holding Company of the Financier; or

             (ii)  reduces any amount received or receivable by the
                   Financier or a Holding Company of the Financier, or
                   its effective return, in connection with the
                   Facility; or

             (iii) reduces the Financier's return or its Holding
                   Company's return on capital allocated to the
                   Facility, or its overall return on capital.


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Mallesons Stephen Jaques  Working Capital Facility Agreement                 12
                          26 February 2004

<PAGE>

         In this clause 11.1, a reference to a Directive does not include a
         Directive imposing or changing the basis of a Tax on the overall net
         income of the Financier or a Holding Company.

         Compensation need not be in the form of a lump sum and may be demanded
         as a series of payments.

11.2     Substantiating Costs

         If a Financier makes a demand under clause 11.1("Compensation"), it
         agrees to provide the Borrower with reasonably detailed calculations
         showing how the amount demanded has been ascertained. However, nothing
         in this clause 10.2 obliges the Financier to provide details of its
         business or tax affairs, which it considers in good faith to be
         confidential.

11.3     Negotiations

         Without prejudice to clause 11.4 ("Prepayment"), a Financier affected
         by a circumstance specified in clause 11.1 ("Compensation") must, at
         the request of the Borrower, negotiate in good faith with the Borrower
         with a view to finding a means of avoiding the effect of the relevant
         circumstance, including by changing its lending office or transferring
         its rights and obligations to another financial institution acceptable
         to the Borrower provided such means of avoiding the effect of the
         relevant circumstance can be achieved free of cost to the Financier (or
         the Financier is indemnified or put in funds to its satisfaction by the
         Borrower) and nothing in this clause 11.3 obliges the Financier to take
         any action or refrain from taking any action apart from negotiating in
         good faith with the Borrower.

11.4     Prepayment

         If the Borrower has received a demand from a Financier under clause
         11.1 ("Compensation") and that notice has not been withdrawn by the
         Financier and provided that the Borrower has not given the Financier a
         Drawdown Notice which has not yet been funded by the Financier, the
         Borrower, by notice given to the Financier, may:

         (a) terminate the Financier's obligation to make its Commitment
             under the Facility available; and

         (b) elect to prepay the Drawings provided by the Financier under
             the Facility together with all accrued interest and any other
             amounts (including, without limitation, any break costs)
             payable by the Borrower to the Financier in connection with
             the Facility, within 10 Business Days of receiving that
             notice.

         Once given, a notice of early prepayment is irrevocable and the
         Borrower is obliged to prepay in accordance with that notice.

11.5     No compensation

         A Financier may not require the Borrower to make a payment under clause
         11.1 ("Compensation") if, at the date of this agreement:

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 13
                          26 February 2004
<PAGE>

         (a) the Directive was known to the Financier; and

         (b) it was both reasonably certain that the Directive would become
             law or take effect and it was unreasonable for that Financier
             not to take that change into account in determining its likely
             overall return under this agreement.

11.6     Retrospective costs

         A Financier may only require the Borrower to make a payment under
         clause 11.1 ("Compensation") in respect of increased costs incurred by
         it up to the then current Interest Period or 90 days, whichever is the
         greater, prior to the date on which the Financier became aware of the
         circumstance giving rise to the increased costs unless the increased
         cost is payable or incurred by the Financier or a Holding Company of
         the Financier retrospectively, in which case the full amount of the
         increased cost is payable by the Borrower to the Financier or the
         Holding Company of that Financier.

11.7     Change of Funding Office

         A Financier may not require the Borrower to make a payment under clause
         11.1 ("Compensation") if the increased cost arises directly and only as
         a result of and immediately following the change of the lending office
         of the Financier unless that change was the result of negotiations
         under clause 11.3 ("Negotiations") or clause 12.4 ("Financier to seek
         alternative funding method").

12       Illegality or impossibility
-------------------------------------------------------------------------------
12.1     Financier's right to suspend or cancel

         This clause 12 ("Illegality or impossibility") applies if a Financier
         determines that:

         (a) a change in a Directive; or

         (b) a change in the interpretation or administration of a Directive
             by an authority; or

         (c) a new Directive,

         applying for the first time after the date of this agreement, makes it
         (or will make it) illegal or impossible for the Financier to fund,
         provide, or continue to fund or provide, financial accommodation under
         this agreement. In these circumstances, the Financier may after
         becoming aware of such circumstances by promptly giving a notice to the
         Borrower, suspend or cancel some or all of the Financier's obligations
         under this agreement as indicated in the notice.

12.2     Extent and duration

         The suspension or cancellation:

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 14
                          26 February 2004
<PAGE>

         (a) must apply only to the extent necessary to avoid the illegality or
             impossibility; and

         (b) in the case of suspension, may continue only for so long as the
             illegality or impossibility continues.

12.3     Notice requiring prepayment under Facility

         If the illegality or impossibility relates to a Drawing, the Financier
         by giving a notice to the Borrower may require prepayment of all or
         part of that Drawing to that Financier. The Borrower agrees to prepay
         to the Financier the amount specified on the earlier of the date the
         illegality or impossibility arises or the Business Day following 30
         days after the delivery of the notice.

12.4     Financier to seek alternative funding method

         If a notice is given under clause 12.3 ("Notice requiring prepayment
         under Facility"), then the Financier agrees to use reasonable
         endeavours for a period of 20 Business Days (or, if earlier, the date
         of cancellation of the relevant financial accommodation) to make the
         relevant financial accommodation available by some alternative means
         (including changing its lending office to another then existing lending
         office or making the financial accommodation available through a
         Related Entity of the Financier) provided this can be achieved free of
         cost to the Financier and nothing in this clause 12.4 obliges the
         Financier to take any action or refrain from taking any action.

13       Representations and warranties
-------------------------------------------------------------------------------
13.1     Representations and warranties

         The Borrower makes the representations and warranties set out in clause
         5 of the Deed of Common Terms.

13.2     Continuation of representations and warranties

         The representations and warranties made under clause 13.1
         ("Representations and warranties") will be deemed to be also made on
         the date of each Drawdown Notice and each Drawdown Date and on the date
         of delivery of a compliance certificate in accordance with clause
         6.1(h) of the Deed of Common Terms by reference to the then current
         circumstances. The Borrower agrees to notify each Financier of anything
         that happens that would mean that it could not truthfully repeat all of
         its representations and warranties on the date of each Drawdown Notice,
         on each Drawdown Date and on the date of delivery of a compliance
         certificate in accordance with clause 6.1(h) of the Deed of Common
         Terms by reference to the then current circumstances.


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Mallesons Stephen Jaques  Working Capital Facility Agreement                 15
                          26 February 2004

<PAGE>

14       Undertakings
-------------------------------------------------------------------------------
14.1     Undertakings

         The Borrower makes the undertakings given by it in clause 6 of the Deed
         of Common Terms.

14.2     Purpose undertaking

         The Borrower undertakes to use the Facility only for its purpose set
         out in the Details.

15       Default
-------------------------------------------------------------------------------
15.1     Events of Default

         Each of the events specified in clause 7.1 of the Deed of Common Terms
         will be an Event of Default under this agreement (whether or not it is
         within the Borrower's (or anyone else's) power to prevent it).

15.2     Effect of Event of Default

         In addition to any other rights provided by law or any Bank Finance
         Document but subject to the Deed of Common Terms, if an Event of
         Default occurs, a Financier may declare at any time by written notice
         to the Borrower:

        (a) an amount equal to the Amount Owing to that Financier is either:

            (i) payable on demand; or

            (ii) immediately due for payment to that Financier;

        (b) the Financier's obligations specified in the notice are terminated.

         A Financier may make either or both of these declarations. The making
         of either of them gives immediate effect to its provisions. Upon
         receipt of a notice under this clause 15.2, the Borrower must pay the
         Amount Owing to the Financier which has provided the notice in
         accordance with that notice.

16       Costs and indemnities
-------------------------------------------------------------------------------
16.1     What the Borrower agrees to pay

         The Borrower agrees to pay or reimburse:

         (a)    each Financier's reasonable Costs in connection with:

                (i)   the negotiation, preparation, execution and registration
                      of and payment of Taxes on any Bank Finance Document; and

                (ii)  it being satisfied that conditions to drawdown have been
                      met; and


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Mallesons Stephen Jaques  Working Capital Facility Agreement                 16
                          26 February 2004
<PAGE>

                (iii) giving and considering consents, waivers, variations,
                      discharges and releases; and

                (iv)  a Review Event; and

         (b)    each Financier's Costs in otherwise acting in connection with
                the Bank Finance Documents, such as exercising, enforcing or
                preserving rights (or considering doing so), or doing anything
                in connection with any enquiry by an authority involving the
                Borrower or any of its Related Entities; and

         (c)    Taxes and fees (including registration fees) and fines and
                penalties in respect of fees paid, or that a Financier
                reasonably believes are payable, in connection with any Bank
                Finance Document or a payment or receipt or any other
                transaction contemplated by any Bank Finance Document.
                However, the Borrower need not pay a fine or penalty in
                connection with Taxes or fees to the extent that it has placed
                a Financier in sufficient cleared funds for the Financier to
                be able to pay the Taxes or fees by the due date.

         The Borrower agrees to pay amounts due under this clause 16.1 on demand
         from the Financier. The Financier may debit any of these amounts to the
         Borrower's account (together with interest on any overdue amount) after
         asking the Borrower to pay, if the Borrower has failed to pay the
         amount requested within 2 Business Days of the demand.

16.2     Indemnity

         The Borrower indemnifies each Financier against any liability or loss
         arising from, and any Costs incurred in connection with:

         (a)      financial accommodation requested under a Bank Finance
                  Document not being provided in accordance with the request for
                  any reason except default of that Financier; or

         (b)      financial accommodation under a Bank Finance Document being
                  repaid, discharged or made payable other than at its stated
                  maturity or on an Interest Payment Date applicable to it; or

         (c)      the Financier acting in connection with a Bank Finance
                  Document in good faith on fax, electronic mail or telephone
                  instructions purporting to originate from the offices of the
                  Borrower or to be given by an Authorised Officer of the
                  Borrower and which it reasonably believes to be genuine and
                  correct; or

         (d)      an Event of Default; or

         (e)      the Financier exercising or attempting to exercise a right or
                  remedy in connection with a Bank Finance Document after an
                  Event of Default occurs and for so long as it subsists; or

         (f)      any indemnity the Financier properly gives a Controller or
                  administrator of the Borrower.

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 17
                          26 February 2004
<PAGE>

         The Borrower agrees to pay amounts due under this indemnity on demand
         from the Financier.

16.3     Items included in loss, liability and Costs

         The Borrower agrees that:

         (a)      the Costs referred to in clause 16.1 ("What the Borrower
                  agrees to pay"), and the liability, loss or Costs referred to
                  in clause 16.2 ("Indemnity") include legal Costs in accordance
                  with any written agreement as to legal costs or, if no
                  agreement, on whichever is the higher of a full indemnity
                  basis or solicitor and own client basis; and

         (b)      the Costs referred to in clause 16.1(a) and (b) ("What the
                  Borrower agrees to pay") include those paid, or that the
                  Financier reasonably believes are payable, to persons engaged
                  by the Financier in connection with the Bank Finance Documents
                  (such as consultants); and

        (c)       loss or liability and any Costs in any indemnity under the
                  Bank Finance Documents may include an amount called "break
                  costs". These may be calculated by any method the Financier
                  reasonably chooses including by reference to any loss it
                  incurs because the Financier terminates arrangements it has
                  made with others to fund (or to maintain its funding of)
                  financial accommodation under the Bank Finance Documents.

16.4     Payment of third party losses

         The Borrower agrees to pay an amount equal to any liability or loss and
         any Costs of the kind referred to in clause 16.2 ("Indemnity") suffered
         or incurred by any attorney, employee, officer, agent or contractor of
         the Financier except to the extent caused by that person's gross
         negligence.

16.5     Currency conversion on judgment debt

         If a judgment, order or proof of debt for an amount in connection with
         a Bank Finance Document is expressed in a currency other than that in
         which the amount is due under the Bank Finance Document, then the
         Borrower indemnifies each Financier against:

         (a)      any difference arising from converting the other currency if
                  the rate of exchange used by the Financier under clause 7.2
                  ("Currency of payment") for converting currency when it
                  receives a payment in the other currency is less favourable to
                  the Financier than the rate of exchange used for the purpose
                  of the judgment, order or acceptance of proof of debt; and

        (b)       the Costs of conversion.

         The Borrower agrees to pay amounts due under this indemnity on demand
         from a Financier.

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 18
                          26 February 2004

<PAGE>

16.6     GST

        (a)       Despite any other provision of the Bank Finance Documents, in
                  the event that GST has application to any
                  supply made by a Financier to the Borrower under or in
                  connection with the Bank Finance Documents, the Financier may,
                  in addition to any amount or consideration payable under the
                  Bank Finance Documents, recover from the Borrower an
                  additional amount on account of GST, such amount to be
                  calculated by multiplying the relevant amount or
                  consideration payable by the Borrower for the relevant supply
                  by the prevailing GST rate.  Any additional amount on account
                  of GST recoverable from the Borrower pursuant to this clause
                  16.6 shall be calculated without any deduction or set-off of
                  any other amount and is payable by the Borrower upon demand
                  by the Financier whether such demand is by means of an invoice
                  or otherwise.

        (b)       In relation to any taxable supplies under or in connection
                  with the Bank Finance Documents, the Financier will provide
                  the Borrower with valid tax invoices, as a precondition to
                  recovery by it of the relevant additional amount on account of
                  GST under clause 16.6(a) , in a form that will enable the
                  Borrower to claim any refund or credit of GST permitted by the
                  GST law.

        (c)       If at any time an adjustment is made as between the Financier
                  and the relevant taxing authority of an amount paid on account
                  of GST on any supply made by the Financier under the Bank
                  Finance Documents, a corresponding adjustment must be made as
                  between the Financier and the Borrower and any payments
                  required to give effect to the adjustment must be made. If the
                  Financier is entitled to an adjustment by way of refund, the
                  Financier must apply for the refund if requested in writing to
                  do so by the Borrower.

        (d)       Nothing in this clause 16.6 requires the Borrower to pay an
                  amount on account of a fine, penalty, interest or other amount
                  for which the Financier is liable, to the extent that the
                  liability arises as a consequence of wilful misconduct or
                  gross negligence by the Financier, its employees or agents.

17       Interest on overdue amounts
-------------------------------------------------------------------------------
17.1     Obligation to pay

         If the Borrower does not pay any amount under this agreement on the due
         date for payment, the Borrower agrees to pay interest on that amount at
         the Default Rate. The interest accrues daily from (and including) the
         due date to (but excluding) the date of actual payment and is
         calculated on actual days elapsed and a year of 365 days.

         The Borrower agrees to pay interest under this clause 17.1 on demand
         from a Financier.



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Mallesons Stephen Jaques  Working Capital Facility Agreement                 19
                          26 February 2004
<PAGE>

17.2     Compounding

         Interest payable under clause 17.1 ("Obligation to pay") which is not
         paid when due for payment may be added to the overdue amount by the
         Financier at intervals which the Financier determines from time to time
         or, if no determination is made, every 30 days. Interest is payable on
         the increased overdue amount at the Default Rate in the manner set out
         in clause 17.1 ("Obligation to pay").

17.3     Interest following judgment

         If a liability becomes merged in a judgment, the Borrower agrees to pay
         interest on the amount of that liability as an independent obligation.
         This interest:

         (a)      accrues daily from (and including) the date the liability
                  becomes due for payment both before and after the judgment up
                  to (but excluding) the date the liability is paid; and

         (b)      is calculated at the judgment rate or the Default Rate
                  (whichever is higher).

         The Borrower agrees to pay interest under this clause 17.3 on demand
         from a Financier.

18       Application of payments
-------------------------------------------------------------------------------
         Each Financier may apply amounts paid by the Borrower towards
         satisfaction of the Borrower's obligations under the Bank Finance
         Documents in the manner it sees fit, unless the Bank Finance Documents
         expressly provide otherwise. This appropriation overrides any purported
         appropriation by the Borrower or any other person.

19       Dealing with interests
-------------------------------------------------------------------------------
19.1     No dealing by Borrower

         Subject to clause 23, the Borrower may not assign or otherwise deal
         with its rights under any Bank Finance Document or allow any interest
         in them to arise or be varied, in each case, without the consent of all
         of the Financiers.

19.2     Dealings by Financier

         A Financier may assign or otherwise deal with its rights under the Bank
         Finance Documents (including by assignment or participation) or change
         its lending office without the consent of any person. However, the
         Borrower is not required to pay any net increase in the aggregate
         amount of costs, Taxes, fees or charges or to make any additional
         payment under clause 10 ("Withholding tax") or clause 11 ("Increased
         costs") which:

         (a)      are a consequence of the assignment or other dealing or a
                  change to the Financier's Lending Office set out in the
                  Details; and


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Mallesons Stephen Jaques  Working Capital Facility Agreement                 20
                          26 February 2004
<PAGE>

          (b)     the Financier or its assignee was aware of, or ought
                  reasonably to have been aware of, at the time of the
                  assignment or other dealing or change. (For this purpose,
                  "awareness" is to be assessed on the basis of any published
                  information reasonably available to the Financier at the time
                  of assignment dealing or change).
-------------------------------------------------------------------------------
20       Notices

20.1     Form

         Unless expressly stated otherwise in the Bank Finance Document, all
         notices, certificates, consents, approvals, waivers and other
         communications in connection with a Bank Finance Document must be in
         writing, signed by an Authorised Officer of the sender and marked for
         attention as set out or referred to in the Details or, if the recipient
         has notified otherwise, then marked for attention in the way last
         notified.

         However, a waiver by a Financier (other than a waiver relating to a
         matter under clause 15 ("Default")) may be oral.

20.2     Delivery

         They must be:

         (a) left at the address set out or referred to in the Details; or

         (b) sent by prepaid post (airmail, if appropriate) to the address set
             out or referred to in the Details; or

         (c) sent by fax to the fax number set out or referred to in the
             Details.

         However, if the intended recipient has notified a changed postal
         address or changed fax number, then the communication must be to that
         address or number.

20.3     When effective

         They take effect from the time they are received unless a later time is
         specified in them.

20.4     Deemed receipt - postal

         If sent by post, they are taken to be received three days after posting
         (or seven days after posting if sent to or from a place outside
         Australia).

20.5     Deemed receipt - fax

         If sent by fax, they are taken to be received at the time shown in the
         transmission report as the time that the whole fax was sent.

20.6     Deemed receipt - general

         Despite clauses 20.4 ("Deemed receipt - postal") and 20.5 ("Deemed
         receipt - fax"), if they are received after 4:00pm in the place of
         receipt or on a non-Business Day, they are taken to be received at
         9:00am on the next Business Day.

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 21
                          26 February 2004

<PAGE>

20.7     Waiver of notice period

         The Financiers may waive a period of notice required to be given by the
         Borrower under this agreement.

-------------------------------------------------------------------------------
21       General

21.1     Application to Bank Finance Documents

         If anything in this clause 21 ("General") is inconsistent with a
         provision in another Bank Finance Document, then the provision in the
         other Bank Finance Document prevails for the purposes of that Bank
         Finance Document.

21.2     Prompt performance

         If a Bank Finance Document specifies when the Borrower agrees to
         perform an obligation, the Borrower agrees to perform it by the time
         specified. The Borrower agrees to perform all other obligations
         promptly.

21.3     Consents

         The Borrower agrees to comply with all conditions in any consent a
         Financier gives in connection with a Bank Finance Document.

21.4     Certificates

         A Financier may give the Borrower a certificate about an amount payable
         or other matter in connection with a Bank Finance Document. The
         certificate is sufficient evidence of the amount or matter, unless it
         is proved to be incorrect.

21.5     Set-off

         At any time after an Event of Default and for so long as it subsists, a
         Financier may set off any amount due for payment by the Financier to
         the Borrower against any amount due for payment by the Borrower to the
         Financier under the Bank Finance Document.

21.6     Discretion in exercising rights

         A Financier may exercise a right or remedy or give or refuse its
         consent under a Bank Finance Document in any way it considers
         appropriate (including by imposing conditions), unless a Bank Finance
         Document expressly states otherwise.

21.7     Partial exercising of rights

         If a Financier does not exercise a right or remedy under a Bank Finance
         Document fully or at a given time, the Financier may still exercise it
         later.

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 22
                          26 February 2004
<PAGE>

21.8     No liability for loss

         A Financier is not liable for loss caused by the exercise or attempted
         exercise of, failure to exercise, or delay in exercising, a right or
         remedy under a Bank Finance Document.

21.9     Conflict of interest

         A Financier's rights and remedies under any Bank Finance Document may
         be exercised even if this involves a conflict of duty or the Financier
         has a personal interest in their exercise.

21.10    Remedies cumulative

         The rights and remedies of a Financier under any Bank Finance Document
         are in addition to other rights and remedies given by law independently
         of the Bank Finance Document.

21.11    Indemnities

         Any indemnity in a Bank Finance Document is a continuing obligation,
         independent of the Borrower's other obligations under that Bank Finance
         Document and continues after the Bank Finance Document ends. It is not
         necessary for a Financier to incur expense or make payment before
         enforcing a right of indemnity under a Bank Finance Document.

21.12    Rights and obligations are unaffected

         Rights given to a Financier under a Bank Finance Document and the
         Borrower's liabilities under it are not affected by anything which
         might otherwise affect them at law.

21.13    Inconsistent law

         To the extent permitted by law, each Bank Finance Document prevails to
         the extent it is inconsistent with any law.

21.14    Supervening legislation

         Any present or future legislation which operates to vary the
         obligations of the Borrower in connection with a Bank Finance Document
         with the result that a Financier's rights, powers or remedies are
         adversely affected (including by way of delay or postponement) is
         excluded except to the extent that its exclusion is prohibited or
         rendered ineffective by law.

21.15    Time of the essence

         Time is of the essence in any Bank Finance Document in respect of an
         obligation of the Borrower to pay money.

21.16    Variation and waiver

         Unless this agreement expressly states otherwise, a provision of a Bank
         Finance Document, or right created under it, may not be waived or
         varied except in writing signed by the party or parties to be bound.


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Mallesons Stephen Jaques  Working Capital Facility Agreement                 23
                          26 February 2004
<PAGE>

21.17    Confidentiality

         Each Financier agrees not to disclose information provided by any other
         party that is not publicly available (including the existence or
         contents of any Bank Finance Document) except:

         (a)      to any person in connection with an exercise of rights or a
                  dealing with rights or obligations under a Bank Finance
                  Document (including when a Financier consults other Financiers
                  after a Potential Event of Default, an Event of Default or
                  Review Event) or in connection with preparatory steps such as
                  negotiating with any potential assignee or potential
                  sub-participant or other person who is considering contracting
                  with a Financier in connection with a Bank Finance Document or
                  to any ratings agency for the purpose of securitisation; or

        (b)       to officers, employees, legal and other advisers and auditors
                  of the Borrower or a Financier; or

        (c)       to any party to this agreement or any Related Entity of any
                  party to this agreement, provided the recipient agrees to act
                  consistently with this clause 21.17; or

        (d)       with the consent of the party who provided the information
                  (such consent not to be unreasonably withheld); or

        (e)       as required by any law, stock exchange or regulatory
                  authority; or

        (f)       to a person considering entering into (or who enters into) a
                  credit swap with a Financier involving credit events relating
                  to the Borrower or any of its Related Entities.

         Each party consents to disclosures made in accordance with this clause
         21.17.

21.18    Further steps

         The Borrower agrees to do anything a Financier reasonably asks (such as
         obtaining consents, signing and producing documents and getting
         documents completed and signed):

         (a)      to bind the Borrower and any other person intended to be bound
                  under the Bank Finance Documents; and

         (b)      to show whether the Borrower is complying with this agreement.

21.19    Counterparts

         This agreement may consist of a number of copies, each signed by one or
         more parties to the agreement. If so, the signed copies are treated as
         making up the one document.


-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 24
                          26 February 2004
<PAGE>

21.20    Applicable law

         Each Bank Finance Document (other than the Deed of Common Terms and the
         Guarantees) is governed by the law in force in the place specified in
         the Details and the Borrower and each Financier submit to the
         non-exclusive jurisdiction of the courts of that place.

-------------------------------------------------------------------------------
22       Interpretation

22.1     Definitions

         Terms defined in the Deed of Common Terms have the same meaning when
         used in this agreement and these meanings apply unless the contrary
         intention appears:

         Accountable Taxes means any Taxes imposed by a Relevant
         Country other than those which would not be required to be deducted by
         the Borrower if a Financier provided the Borrower with any of its name,
         address, registration number or similar details or any relevant tax
         exemption or similar details.

         Advance Drawing means the outstanding principal amount of a
         drawdown having an Interest Period of 30 days or such other period as
         may be agreed.

         Amending Deed means the Amendment and Restatement Deed dated on or
         about 26 February 2004 between, amongst others, the Borrower, the
         Obligors, the Senior Creditors specified in it, the Junior Creditors
         specified in it, National Australia Bank Limited and ANZ Fiduciary
         Services Pty Ltd.

         Amount Owing means, at any time for a Financier, the total of
         all amounts which are then due for payment, or which will or may become
         due for payment, in connection with any Bank Finance Document
         (including transactions in connection with them) to that Financier.

         Applicable Margin means, for a Drawing provided by a
         Financier, the percentage rate per annum margin as separately agreed in
         the Fee Letter for that Financier. If the Fee Letter for a Financier
         specifies that the Applicable Margin is to be calculated on the basis
         of a ratings grid, the Applicable Margin for that Financier for an
         Interest Period is the margin set out in the table specified in the Fee
         Letter which is on the same row of the table as the most recent
         corporate rating in respect of the Borrower issued by Standard and
         Poor's (Australia) Pty Ltd and applying on the first day of that
         Interest Period.

         Authorised Officer means:

         (a)       in the case of a Financier, a director or secretary, or an
                   officer whose title contains the word "director", "chief",
                   "head", "manager" or "counsel" or "president" or a person
                   performing the functions of any of them, or any other person
                   nominated by the Financier as an Authorised Officer for the
                   purposes of the Bank Finance Documents; and


-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 25
                          26 February 2004
<PAGE>

         (b)       in the case of the Borrower, a person appointed by the
                   Borrower to act as an Authorised Officer under the Bank
                   Finance Documents to which it is a party.

         Availability Period means the period so described in the Details.

         Bank Bill Rate means, for an Interest Period, the average bid
         rate for Bills having a tenor closest to the Interest Period as
         displayed on the "BBSY" page of the Reuters Monitor System on the first
         day of that Interest Period and which expires in the same relevant
         maturity period as the last day of the Interest Period. However, if the
         average bid rate is not displayed by 10:30am on the first day of the
         Interest Period or if it is displayed but there is an obvious error in
         that rate, Bank Bill Rate means with respect to a Financier:

         (a)  the rate the Financier which has provided the relevant
              Drawing calculates as the average of the bid rates quoted to
              the Financier at approximately 10:30am on that day by each of
              four or more institutions chosen by the Financier which
              provide rates for display on the "BBSW" page of the Reuters
              Monitor System for Bills of that tenor which are accepted by
              that institution (after excluding the highest and the lowest,
              or in the case of equality, one of the highest and one of the
              lowest bid rates); or

         (b)  where the Financier is unable to calculate a rate under
              paragraph (a) because it is unable to obtain the necessary
              number of quotes, the rate set by the Financier in good faith
              at approximately 10:30am on that day, having regard, to the
              extent possible, to the rates otherwise bid for Bills of that
              tenor at or around that time.

         The rate calculated or set by the Financier must be expressed as a
         percentage rate per annum and be rounded up to the nearest fourth
         decimal place.

         A Financier may calculate a rate under paragraph (a) or (b) before
         11:00am on the first day of the Interest Period, but if the average bid
         rate appears on the "BBSY" page by 11:00am and there is no obvious
         error in it, the "BBSY" page rate applies as the Bank Bill Rate under
         this agreement despite any calculation by the Financier under paragraph
         (a) or (b).

         Bank Finance Documents means the documents described as such
         in the Details, any document which the Borrower acknowledges in writing
         to be a Bank Finance Document, and any other document connected with
         any of them.

         Bill has the meaning it has in the Bills of Exchange Act 1909
         (C'th) and a reference to the drawing, acceptance or endorsement of, or
         other dealing with, a Bill is to be interpreted in accordance with that
         Act.

         Borrower means the person so described in the Details.

         Business Day means a day on which banks are open for general
         banking business in the place or places set out in the Details under
         "Business Day place(s)" (not being a Saturday, Sunday or public holiday
         in that place).
-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 26
                          26 February 2004
<PAGE>

         Commitment means, for a Financier, the amount set out as such
         for that Financier in the Details as reduced by the total of all
         cancellations in respect of that Financier.

         Commitment Fee means the commitment fee set out in the
         Details.

         Controller has the meaning it has in the Corporations Act 2001
         (C'th).

         Costs includes costs, charges and expenses, including those
         incurred in connection with advisers.

         Deed of Common Terms means the deed previously known as the
         security trust deed dated 24 February 1999 executed by the Borrower,
         TXU Australia Holdings (Partnership) Limited Partnership, TXU (No. 8)
         Pty Ltd, TXU (No. 9) Pty Ltd, TXU Australia Pty Ltd, TXU Networks (Gas)
         Pty Ltd (formerly known as Westar Pty Ltd), TXU Pty Ltd (formerly known
         as Kinetik Energy Pty Ltd), TXU Electricity Limited (formerly known as
         Eastern Energy Limited), TXU Corp. (formerly known as Texas Utilities
         Company), Citibank, N.A. and National Australia Bank Limited as amended
         by a deed dated 22 February 2000, 31 October 2001, 8 December 2003 and
         the Amending Deed.

         Debt Refinance Date has the meaning given to it in the
         Amending Deed.

         Default Rate means the Interest Rate plus 2% per annum. For
         the purpose of this definition, the Interest Rate is calculated as if
         the overdue amount is a Drawing with Interest Periods of 90 days (or
         another period chosen from time to time by the Financiers) with the
         first Interest Period starting on and including the due date.

         Details means the section of this agreement headed "Details".

         Directive means:

         (a)       a treaty or a law;

         (b)       an official directive, request, guideline or policy (whether
                   or not having the force of law) with which responsible
                   financiers generally comply in carrying on their business.

         Drawdown Date means the date on which a drawdown is or is to be made.

         Drawdown Notice means a completed notice containing the
         information and representations and warranties set out in schedule 2
         ("Drawdown Notice").

         Drawing means either an Advance Drawing or a Money Market Drawing.

         Drawn Commitment means, for a Financier, the total of the
         Drawings provided by the Financier to the Borrower under this
         agreement.

         Establishment Fee has the meaning given to it in the Details.

         Event of Default has the meaning given to that term in clause
         15.1 ("Events of Default").

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Mallesons Stephen Jaques  Working Capital Facility Agreement                 27
                          26 February 2004
<PAGE>

         Facility means the facility made available under this
         agreement.

         Facility Limit means the amount set out as such in the Details as
         reduced by the total of all cancellations.

         Financier means each of the persons so described in the Details.

         Fee Letter means, for a Financier, the fee letter dated on or
         about the date of this agreement relating to the fees and margin
         payable under this Facility from that Financier to the Borrower and
         accepted by the Borrower.

         Financier means each of the persons so described in the
         Details.

         GST has the meaning given to it in section 195-1 of the A New
         Tax System (Goods and Services) Act 1999 (C'th).

         Guarantees means each of:

         (a)  the Original Guarantee; and

         (b)  the New Guarantee.

         Holding Company has the meaning given to it in the
         Corporations Act 2001 (C'th).

         Indemnified Party has the meaning given to it in clause 10.1
         ("Payments by Borrower").

         Interest Payment Date means:

         (a)    in the respect of an Advance Drawing, the last day of
                an Interest Period; and

         (b)    in respect of a Money Market Drawing:

               (i)    the last Business Day of the month in which the last
                      day of the Interest Period for that Money Market
                      Drawing falls; or

               (ii)   in the case of any Money Market Drawings having an
                      Interest Period the last day of which is in the same
                      month as the Maturity Date, the Maturity Date.

         Interest Period means each period selected in accordance with clause
         3.2 ("Notification of Interest Period") or clause 4.1 ("Request for
         Money Market Drawings") as the case may be.

         Interest Period Notice means a completed notice in relation to
         an Advance Drawing containing the information, representations and
         warranties set out in schedule 3.

         Interest Rate means the interest rate for the Facility set out
         in the Details.

         IPO Effective Date means the date upon which Annexure B to the
         Amending Deed becomes effective.

-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 28
                          26 February 2004
<PAGE>

         Lending Office has the meaning given to it in the Details.

         Maturity Date means the maturity date set out in the Details for the
         Facility, but if that is not a Business Day, then the preceding
         Business Day.

         Money Market Drawing means the outstanding principal amount of a
         drawdown having an Interest Period of not less than one and not more
         than 28 days.

         New Guarantee means the Guarantee and Indemnity dated 11
         December 2003 made between TXU Australia Holdings (Partnership) Limited
         Partnership, TXU (No. 8) Pty Ltd and National Australia Bank Limited,
         the benefit of which was or will be assigned to ANZ Fiduciary Services
         Pty Ltd in accordance with the Amending Deed.

         Option has the meaning given to that term in clause 8 of the
         Deed of Common Terms after the IPO Effective Date.

         Option Period has the meaning given to that term in clause 8
         of the Deed of Common Terms after the IPO Effective Date.

         Original Guarantee means the Guarantee and Indemnity dated 24
         February 1999 made between the TXU Australia Holdings (Partnership)
         Limited Partnership, the Borrower, TXU (No. 8) Pty Ltd and TXU (No. 9)
         Pty Ltd in favour of National Australia Bank Limited as amended by a
         deed and an agreement each dated 22 February 2000, the benefit of which
         was or will be assigned to ANZ Fiduciary Services Pty Ltd in accordance
         with the Amending Deed.

         Partnership means the TXU Australia Holdings (Partnership) Limited
         Partnership.

         Potential Event of Default means an event which with the
         giving of notice or lapse of time would become an Event of Default.

         Related Entity has the meaning it has in the Corporations Act
         2001 (C'th).

         Relevant Country means any country, or political sub-division
         of one or more countries, or any federation or association of countries
         in which the Borrower is either incorporated or is resident or
         domiciled for any tax purpose or in which the Borrower carries on
         business or owns or leases property or from which, or through which,
         any payment under a Bank Finance Document is made.

         Taxes means taxes, levies, imposts, charges and duties
         (including stamp and transaction duties) imposed by any authority
         together with any related interest, penalties, fines and expenses in
         connection with them, except if imposed on, or calculated having regard
         to, the net income of a Financier.

         Undrawn Commitment means, in respect of a Financier, the
         Financier's Commitment less the total of the Drawings provided by that
         Financier.


-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 29
                          26 February 2004
<PAGE>

22.2     References to certain general terms

         Unless the contrary intention appears, a reference in this agreement
         to:

         (a)  a group of persons is a reference to any two or more of them
              jointly and to each of them individually;

         (b)  an agreement, representation or warranty in favour of two or
              more persons is for the benefit of them jointly and each of
              them individually;

         (c)  subject to the Deed of Common Terms, an agreement,
              representation or warranty by two or more persons binds them
              jointly and each of them individually but an agreement,
              representation or warranty by a Financier binds the Financier
              individually only;

        (d)   anything (including an amount) is a reference to the whole and
              each part of it;

        (e)   a document (including this agreement) includes any variation
              or replacement of it;

        (f)   law means common law, principles of equity, and laws made by
              Parliament (and laws made by Parliament include State,
              Territory and Commonwealth laws and regulations and other
              instruments under them, and consolidations, amendments,
              re-enactments or replacements of any of them);

        (g)   an accounting term is a reference to that term as it is used
              in accounting standards under the Corporations Act 2001
              (C'th), or, if inconsistent with those standards, in
              accounting principles and practices generally accepted in
              Australia;

        (h)   Australian dollars, dollars, $ or A$ is a reference to the
              lawful currency of Australia;

        (i)   a time of day is a reference to Melbourne time;

        (j)   the word "person" includes an individual, a firm, a body
              corporate, an unincorporated association and an authority;

        (k)   a particular person includes a reference to the person's
              executors, administrators, successors, substitutes (including
              persons taking by novation) and assigns;

        (l)   the words "including", "for example" or "such as" when
              introducing an example, do not limit the meaning of the words
              to which the example relates to that example or examples of a
              similar kind';

       (m)    a Review Event and any rights or obligations of a party in
              connection with a Review Event occurring shall only apply from
              the IPO Effective Date.

-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 30
                          26 February 2004
<PAGE>

22.3     Number

         The singular includes the plural and vice versa.

22.4     Headings

         Headings (including those in brackets at the beginning of paragraphs)
         are for convenience only and do not affect the interpretation of this
         agreement.

22.5     Senior Finance Document

         The Borrower and each Financier agree and acknowledge that this
         agreement is a Senior Finance Document for the purposes of the Deed of
         Common Terms.

23       IPO
-------------------------------------------------------------------------------
23.1     IPO Effective Date and New Borrower

         Each party to this agreement agrees that:

         (i)  if the Borrower requests no later than 40 Business Days prior
              to the proposed IPO Effective Date that a Subsidiary of the
              TXUA Parent (other than the Borrower) ("New Borrower") be
              novated for all of the obligations and rights of the Borrower
              under the Bank Finance Documents; and

        (ii)  the Borrower notifies the Financiers in writing that the New
              Borrower is required in connection with the proposed IPO then,

         each party agrees to negotiate in good faith to amend the Bank Finance
         Documents so that as at the IPO Effective Date, amongst other things,
         the New Borrower will assume all of the obligations of the Borrower
         under this agreement and shall become and be deemed to be a party to
         the Bank Finance Documents in the capacity of the Borrower with all the
         rights and obligations of the Borrower under the Banking Finance
         Documents as if it was named as a party to and had executed the Bank
         Finance Documents.

23.2     ("IPO Effective Date and IPO issuing entity is the Borrower")

         Each party to this agreement agrees that if the Borrower informs the
         Financiers in writing no later than 40 Business Days prior to the
         proposed IPO Effective Date that it will be the IPO issuing entity then
         each party agrees to negotiate to amend the Bank Finance Documents at
         that time so that, amongst other things, TXU Australia Group Pty Ltd is
         not required to be an Obligor under the Deed of Common Terms.

23.3     Acknowledgments

        (a) The Borrower acknowledges and confirms that on and from the IPO
            Effective Date:

            (i)      except as expressly provided by clause 23.1 ("IPO
                     Effective Date and New Borrower") or clause 23.2
                     ("IPO Effective Date and IPO issuing entity is the
                     Borrower"), nothing in this agreement prejudices or
                     adversely affects any right, power, authority,
                     discretion or remedy of the Financiers arising under
                     the Bank Finance Documents;

-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 31
                          26 February 2004
<PAGE>

            (ii)     the Borrower's obligations under the Bank Finance
                     Documents are not discharged or released as a result
                     of the IPO Effective Date;

            (iii)    except as expressly provided by clause 23.1 ("IPO
                     Effective Date and New Borrower") or clause 23.2
                     ("IPO Effective Date and IPO issuing entity is the
                     Borrower") , the obligations of the Borrower under
                     the Bank Finance Documents are not changed or varied
                     as a result of the matters contemplated by clause
                     23.1 ("IPO Effective Date and New Borrower") or
                     clause 23.2 ("IPO Effective Date and IPO issuing
                     entity is the Borrower"); and

            (iv)     references to the Guarantees will be taken to mean
                     the IPO Guarantee (as that term is defined in the
                     Amending Deed).

       (b)  Each of the parties to this agreement acknowledges and agrees
            that solely, as a result of the IPO Effective Date occurring
            the identity or the Commitment of a Financier is not changed.


EXECUTED as an agreement.











-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 32
                          26 February 2004

<PAGE>



Working Capital Facility Agreement

Schedules



 Schedule 1 - Conditions precedent (clause 2.4)

 Conditions to first drawdown

 o  Each item must be in form and substance satisfactory to the Financiers.

 o  Certification is to be by a director or secretary of the relevant
    entity, that the item is true and complete as at a date no earlier
    than the date of this agreement.

-------------------------------------------------------------------------------

       Item                                       Form             Required for

 1     Constitution (or equivalent).              Certified copy     Borrower

 2     Certificate of registration.               Certified copy     Borrower

 3     Extract of minutes of a meeting of the     Certified copy     Borrower
       entity's board of directors which
       evidences the resolutions:

       (a)   authorising the signing and
             delivery of the Bank Finance
             Documents to which the entity
             is a party and the observance
             of obligations under those
             documents; and

       (b)   appointing Authorised Officers
             of the entity; and

       (c)   which acknowledge that the Bank
             Finance Documents (to which the
             entity is a party) will benefit
             that entity.

 4     Each document which evidences any other    Certified copy     Borrower
       necessary corporate or other action of
       the entity in connection with the Bank
       Finance Documents to which it is a
       party.

-------------------------------------------------------------------------------
(c) Mallesons Stephen Jaques  Working Capital Facility Agreement             33
                              26 February 2004
<PAGE>


 5     Each authorisation of the entity           Certified copy     Borrower
       necessary to enter into the Bank
       Finance Documents to which it is a
       party and to comply with obligations
       under those documents and enforce those
       documents.

 6     Each power of attorney under which a       Certified copy     Borrower
       person signs a Bank Finance Document
       for the entity showing evidence of
       stamping and evidence of registration
       if required by the Financiers.

 7     Specimen signature of:                     Certified copy     Borrower

       (a)   each Authorised Officer of the
             entity; and

       (b)   each other person who is authorised
             to sign and signs a Bank
             Finance Document for the entity.

 8     This agreement and the Amending Deed:      Original

       (a)   fully signed;

       (b)   evidence of stamping; and

       (c)   evidence of registration.

 9     Legal opinions dealing with validity       Original
       and enforceability of the Bank Finance
       Documents from:

       (a)   Baker & McKenzie; and

       (b)   Mallesons Stephen Jaques.

 10    All fees and expenses payable by the       N/A
       Borrower on or before the
       Drawdown Date have been paid.

 11    The commitments of the lenders under       N/A                Borrower
       the existing working capital facility
       have been cancelled and all moneys
       owing under those facilities will be
       fully repaid contemporaneously with the
       first Drawdown.



-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 34
                          26 February 2004
<PAGE>

 12    Confirmation that no person contravenes     N/A                Borrower
       or will contravene section 260A or 260D
       of the Corporations Act 2001 (C'th) by
       entering into the transactions
       contemplated by the Bank Finance
       Documents.

 13    Nomination of this agreement under the   Original
       Deed of Common Terms in a New
       Creditor Accession Deed or otherwise.

 14    The Deed of Common Terms will be         Original
       amended immediately after the
       first Drawdown Date and will be in a
       satisfactory form and substance
       afterwards.
















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Mallesons Stephen Jaques  Working Capital Facility Agreement                 35
                          26 February 2004
<PAGE>



Working Capital Facility Agreement
Schedules
Schedule 2 - Drawdown Notice (clauses 2 and 4.1)

To:      [Name and address of each Financier]

Attention:        [Insert]

[Date]

Drawdown Notice - Working Capital Facility Agreement between TXU Australia
Holdings Pty Ltd, Australia and New Zealand Banking Group Limited and
Commonwealth Bank of Australia dated [              ] ("Working Capital
Facility Agreement")

Under clause 2.2 ("Requesting a drawdown") of the Working Capital Facility
Agreement, the Borrower gives notice as follows.

The Borrower wants to borrow under the Facility.

o        The requested Drawdown Date is [           ]2.

o        The amount of the proposed drawdown is A$[         ]3.

o        The proposed drawdown is on [Advance/Money Market] Drawing.

o        The requested [first] Interest Period is [            ]4.

o        The proposed drawdown is to be paid to:

         Account number:   [                        ]
         Account name:     [                        ]
         Bank:             [                        ]
         Branch:           [                        ]
         BSB:              [                        ]

The Borrower represents and warrants that the representations and warranties in
the Working Capital Facility Agreement are correct and not misleading on the
date of this notice and that each will be correct and not misleading on the
Drawdown Date.

The "Interpretation" clause of the Working Capital Facility Agreement applies to
this notice as if it was fully set out in this notice.

.........................................
[Name of person] being
an Authorised Officer of TXU Australia Holdings Pty Ltd








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(c) Mallesons Stephen Jaques  Working Capital Facility Agreement             36
                              26 February 2004

<PAGE>


Instructions for completion
1  All items must be completed.
2  Must be a Business Day within the Availability Period.
3  Must be A$1,000,000 or a whole multiple of A$500,000.
4  Must be an Interest Period set out in the Details for the type of Drawing.













-------------------------------------------------------------------------------
Mallesons Stephen Jaques  Working Capital Facility Agreement                 37
                          26 February 2004
<PAGE>



Working Capital Facility Agreement

Schedule 3 - Interest Period Notice (clause 3.2)


To:               [Name and Address of Financier]

Attention:        [Insert]

[Date]


Interest Period Notice - Advance Drawing - Working Capital Facility Agreement
between the Borrower, Australia and New Zealand Banking Group Limited and
Commonwealth Bank of Australia dated [            ] ("Working Capital
Facility Agreement")

Under clause 3.2 ("Notification of Interest Period") of the Working Capital
Facility Agreement, the Borrower gives notice as follows:

o        the amount of the Advance Drawing is A$[    ].

o        Maturing Interest Payment Date is [         ].

o        The requested next Interest Period is [                ].1

The Borrower represents and warrants that the representations and warranties in
the Working Capital Facility Agreement are correct and not misleading on the
date of this notice and that each will be correct and not misleading on the
first day of an Interest Period.

The "Interpretation" clause of the Working Capital Facility Agreement applies to
this notice as if it was fully set out in this notice.



..........................................
[Name of person] being
an Authorised Officer of
TXU Australia Holdings Pty Ltd






Instructions for completion

1  Must be an Interest Period set out in the details.

-------------------------------------------------------------------------------
(c) Mallesons Stephen Jaques  Working Capital Facility Agreement             38
                              26 February 2004


<PAGE>




Working Capital Facility Agreement
Signing Page



DATED:  26 February 2004

SIGNED by                                  )
John Gordon Atkin                          )
as attorney for TXU AUSTRALIA HOLDINGS     )
PTY LIMITED under power of attorney        )
dated 23/2/04                              )
                                           )
                                           )
in the presence of:                        )
                                           )
                                           )
                                           )
/s/Theo Kindynis                           )
------------------------------------------ )
                                           )
Signature of witness                       )
                                           )
Theo Kindynis                              )
------------------------------------------ )
Name of witness (block letters)            )
                                           )      /s/John Gordon Atkin
39/525 Collins St., Melb.                  )      By executing this agreement
------------------------------------------ )      the attorney states that the
                                                  attorney has
Address of witness                         )      received no notice of
                                                  revocation of the
                                           )      power of attorney
                                           )
Solicitor                                  )
------------------------------------------ )
                                           )
Occupation of witness (block letters)      )








-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques  Working Capital Facility Agreement             39
                          26 February 2004
<PAGE>

SIGNED by                                        )
Alison C. Larsson                                )
as attorney for AUSTRALIA AND NEW                )
ZEALAND BANKING  GROUP                           )
LIMITED under power of attorney dated            )
9 October 1992                                   )
in the presence of:                              )
                                                 )
                                                 ) /s/Alison C. Larsson
/s/Rebecca Keep                                  ) By executing this agreement
-----------------------------------------------  ) the attorney states that the
Signature of witness                             ) attorney has received no
                                                 ) notice of revocation of the
                                                 ) power of attorney
Rebecca Keep                                     )
-----------------------------------------------  )
Name of witness (block letters)                  )
                                                 )
                                                 )
28/525 Collins St., Melbourne VIC 3000           )
-----------------------------------------------  )
Address of witness                               )
                                                 )
                                                 )
Solicitor                                        )
-----------------------------------------------  )
Occupation of witness                            )


SIGNED by                                        )
Nicholas Sankey                                  )
as attorney for COMMONWEALTH BANK OF AUSTRALIA   )
under power of attorney dated 17/11/97           )
in the presence of:                              )
                                                 )
                                                 )
/s/Rebecca Keep                                  ) /s/Nicholas Sankey
-----------------------------------------------  ) ------------------
Signature of witness                             ) By executing this agreement
                                                 ) the attorney states that the
                                                 ) attorney has ) received no
                                                 ) notice of revocation of
Rebecca Keep                                     ) the power of attorney
-----------------------------------------------  )
Name of witness (block letters)                  )
                                                 )
                                                 )
28/525 Collins St., Melbourne VIC 3000           )
-----------------------------------------------  )
Address of witness                               )
                                                 )
                                                 )
Solicitor                                        )
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Occupation of witness                            )

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(c) Mallesons Stephen Jaques Working Capital Facility Agreement             40
                             26 February 2004