<PAGE>

                                                                 Exhibit 10(hh)









Amendment and
Restatement Deed - Deed
of Common Terms

Dated  26 February 2004

TXU Australia Holdings Pty Ltd (as "Borrower," a "Guarantor" and as an
"Obligor")
TXU Australia Group Pty Ltd and each of the companies specified in
part 1 of schedule 1 ("Obligors")
TXU Australia Holdings (AGP) Pty Ltd
TXU Australia (LP) No 1 Limited
TXU Australia (LP) No 2 Limited ("Partnership")
Each of the financial institutions specified in items 1, 3 and 4 of
schedule 2
("Senior Creditors")
TXU Australia Holdings (AGP) Pty Ltd
TXU Corp. ("TXU"), TXU Australia (LP) No. 1 Limited,
TXU Australia (LP) No. 2 Limited  and
TXU Australia Pty Ltd ("Junior Creditors")
Each of the financial institutions specified in item 2 of schedule 2
("Retiring Financiers")
National Australia Bank Limited ("Retiring Trustee")
ANZ Fiduciary Services Pty Ltd ("New Trustee")
Australia and New Zealand Banking Group Limited
("New Syndicated Facilities Agent")
National Australia Bank Limited ("Retiring Syndicated Facilities Agent")

Mallesons Stephen Jaques
Rialto
525 Collins Street
Melbourne   Vic   3000
T +61 3 9643 4000
F +61 3 9643 5999
DX 101 Melbourne
7036715_15


<PAGE>



Details                                                                       i

General terms                                                                 6

Part 1 - Refinancing Facility                                                 6

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1        Conditions Precedent - Deed of Common Terms (Refinancing)            6

1.1      Debt Refinance Date                                                  6
1.2      Conditions to Debt Refinance Date                                    6
1.3      Form of certification                                                7
1.4      Benefit of conditions                                                7
1.5      Retiring Trustee appoints New Syndicated Facilities Agent            7
1.6      Senior Creditors to indemnify                                        7
1.7      Borrower back-to-back indemnity                                      7

-------------------------------------------------------------------------------
2        Debt Refinance Date                                                  7

2.1      New Financiers/Retiring Financiers                                   7
2.2      New Creditor Accession Deed                                          8
2.3      Representations                                                      8
2.4      Amendments to Deed of Common Terms                                   8
2.5      Syndicated Facilities Agent                                          9
2.6      Cancellation of Existing Facilities Commitment                       9

-------------------------------------------------------------------------------
3        Acknowledgments                                                      9

3.1      Obligor's consent                                                    9
3.2      Guarantor's confirmation                                             9
3.3      Junior Creditor's confirmation                                      10
3.4      General confirmations                                               10
3.5      Rights not affected                                                 10

-------------------------------------------------------------------------------
4        Retiring Trustee and New Trustee                                    10

4.1      Retirement                                                          10
4.2      Appointment                                                         11
4.3      Transfer                                                            11
4.4      Release                                                             11
4.5      Acknowledgements                                                    11
4.6      Documents for Retiring Trustee                                      12
4.7      Further steps                                                       12

Part 2 - IPO Terms                                                           12

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5        Conditions Precedent - Deed of Common Terms (IPO)                   12

5.1      IPO Effective  Date                                                 12
5.2      Conditions to IPO Effective Date                                    12
5.3      Form of certification                                               12
5.4      Benefit of conditions                                               13

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6        IPO Effective Date                                                  13

6.1      Effect of IPO Effective Date                                        13
6.2      Amendments to Deed of Common Terms                                  13
6.3      Representations by Guarantors and Obligors                          13

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7        Acknowledgments                                                     13

7.1      Obligor's Consent                                                   13
7.2      General confirmations                                               14
7.3      Rights not affected                                                 14

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  1
                             Deed of Common Terms
                             26 February 2004
<PAGE>

Part 3 - Miscellaneous                                                       14

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8        Cost, Charges and Expenses                                          14

8.1      What the Borrower agrees to pay                                     14
8.2      Independent Consultants Costs                                       15
8.3      Borrower's indemnity                                                15
8.4      Borrower to pay                                                     16
8.5      Inconsistency                                                       16

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9        Notices                                                             16

9.1      Form                                                                16
9.2      Delivery                                                            16
9.3      When effective                                                      17
9.4      Receipt - postal                                                    17
9.5      Receipt - fax                                                       17
9.6      Receipt - eAgency                                                   17
9.7      Receipt - general                                                   17

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10       Miscellaneous                                                       17

10.1     Counterparts                                                        17
10.2     Applicable law                                                      17

-------------------------------------------------------------------------------
11       Definitions                                                         17

11.1     Definitions                                                         17
11.2     Deed of Common Terms                                                21
11.3     Senior Finance Document                                             21
11.4     Definition of Senior Creditor                                       21

Schedule 1 - Obligors                                                        23

Schedule 2 - Senior Creditors                                                25

Item 1 - Continuing Financiers                                               25

Item 2 - Retiring Financiers                                                 27

Item 3 - Continuing Hedge Counterparties                                     28

Item 4 - New Financiers                                                      30

Schedule 3 - Conditions Precedent - Refinancing (clause 1.2)                 31

Schedule 4 - Conditions Precedent to IPO Effective Date (clause 5.2(a))      35

Schedule 5 - Form of IPO Guarantee                                           40

Schedule 1 - Guarantors                                                      54

Schedule 6 - Form of Solvency Certificate                                    58

Annexure A - Deed of Common Terms (Refinancing)                              60

Annexure B - Deed of Common Terms (IPO)                                      61

Signing page                                                                  i

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  2
                             Deed of Common Terms
                             26 February 2004

<PAGE>


Amendment and Restatement Deed - Deed of Common Terms



Details



Interpretation - definitions are at the end of the General terms


Parties                Borrower, Partnership, Obligors, Senior Creditors,
                       Retiring Financiers, Junior Creditors, Retiring Trustee,
                       New Trustee, New Syndicated Facilities Agent and Retiring
                       Syndicated Facilities Agent, each as described below.
-------------------------------------------------------------------------------

Borrower               Name                  TXU Australia Holdings Pty Ltd

                       ABN                   97 086 006 859
                       Incorporated in       Australia
                       Borrower's address    Level 33, 385 Bourke Street,
                                             Melbourne, Victoria
                       Fax                   (61 3) 8628 0925
                       Attention             Assistant Treasurer
-------------------------------------------------------------------------------
Partnership
                       Name                  TXU Australia Holdings
                                             (Partnership) Limited Partnership
                                             (ABN 40 315 470 807) a limited
                                             partnership formed and registered
                                             under the Partnership Act 1958 of
                                             Victoria, the general partner of
                                             which is:

                                             TXU Australia Holdings (AGP)
                                             Pty Ltd
                       ABN                   16 086 014 931
                       Incorporated in:      Australia

                       and the limited
                       partners of which
                       are:

                       Name                  TXU Australia (LP) No. 1 Limited

                       ARBN                  086 406 733

                       Incorporated in:      England and Wales

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  1
                             Deed of Common Terms
                             26 February 2004
<PAGE>


                       and

                       Name                  TXU Australia (LP) No. 2 Limited

                       ARBN                  086 406 724

                       Incorporated in:      England and Wales

                       Partnership's         Level 33, 385 Bourke Street,
                        address              Melbourne, Victoria

                       Fax                   (61 3) 8628 0925

                       Attention             Assistant Treasurer

-------------------------------------------------------------------------------
                                              See Schedule 1 for details
Obligors
-------------------------------------------------------------------------------
 Senior                                       Continuing Financiers, Continuing
 Creditors                                    Hedge Counterparties and New
                                              Financiers, each as described
                                              below

-------------------------------------------------------------------------------
 Continuing                                   Each person whose details are set
 Financiers                                   out in item 1 of Schedule 2
                                              ("Senior Creditors - Continuing
                                              Financiers")

-------------------------------------------------------------------------------
 Retiring                                     Each person whose details are set
 Financiers                                   out in item 2 of Schedule 2
                                              ("Senior Creditors - Retiring
                                               Financiers")

-------------------------------------------------------------------------------
Continuing                                    Each person whose details are set
Hedge                                         out in item 3 of Schedule 2
Counterparties                                ("Senior Creditors - Continuing
                                               Hedge Counterparties)

-------------------------------------------------------------------------------
New                                           Each person whose details are set
Financiers                                    out in item 4 of Schedule 2
                                              ("Senior Creditors - New
                                              Financiers")

------------------------------------------------------------------------------
Junior                                       TXU, General Partner, each Limited
Creditors                                    Partner and TXUA, each as
                                             described below
-------------------------------------------------------------------------------
                                              TXU Corp., a corporation
TXU                     Name                  organised under the laws of the
                                              State of Texas, United States
                                              of America


                        Address               Energy Plaza, 1601 Bryan Street,
                                              Dallas, Texas 75201,
                                              United States of America

                        Fax                   1 (214) 812 2488

                        Attention             Mr Kirk Oliver
                                              Treasurer & Assistant Secretary
-------------------------------------------------------------------------------

General Partner         Name                  TXU Australia Holdings (AGP)
                                               Pty Ltd

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  2
                             Deed of Common Terms
                             26 February 2004
<PAGE>

                        ABN                   16 086 014 931

                        Address               Level 33, 385 Bourke Street,
                                              Melbourne, Victoria

                        Fax                   (61 3) 8628 0925

                        Attention             Assistant Treasurer
-------------------------------------------------------------------------------

Limited Partners        Name                  TXU Australia (LP) No. 1 Limited

                        ARBN                  086 406 733

                        Incorporated In       England and Wales

                        and

                        Name                  TXU Australia (LP) No. 2 Limited

                        ARBN                  086 406 724

                        Incorporated In       England and Wales

                        Address               Level 33, 385 Bourke Street,
                                              Melbourne, Victoria

                        Fax                   (61 3) 8628 0925

                        Attention             Assistant Treasurer

-------------------------------------------------------------------------------
                                              TXU Australia Pty Ltd
TXUA                    Name

                        ABN                   96 071 611 017

                        Address               Level 33, 385 Bourke Street,
                                              Melbourne, Victoria

                        Fax                   (61 3) 8628 0925

                        Attention             Assistant Treasurer

-------------------------------------------------------------------------------
                                              National Australia Bank Limited
Retiring Trustee        Name

                        ABN                   12 004 044 937

                        Address               Level 33
                                              500 Bourke Street
                                              Melbourne  Vic   3000

                        Telephone             (61 3) 9659 6752

                        Fax                   (03) 9659 6927

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  3
                             Deed of Common Terms
                             26 February 2004
<PAGE>
------------------------------------------------------------------------------
                                              ANZ Fiduciary Services Pty Ltd
New Trustee             Name

                        ABN                   91 100 709 493

                        Address               Level 12, 530 Collins Street,
                                              Melbourne, Victoria, 3000

                        Telephone             (61 3) 9273 1758

                        Fax                   (61 3) 9273 3539

                        Attention             Transaction Management &
                                              Execution, Credit
                                              Origination and Sales
-------------------------------------------------------------------------------

Retiring Syndicated     Name                  National Australia Bank Limited
Facilities Agent

                        ABN                   12 044 044 937

                        Address               Level 33, 500 Bourke Street,
                                              Melbourne, Victoria
                        Telephone             (61 3) 9659 6752

                        Fax                   (61 3) 9659 6927
-------------------------------------------------------------------------------
                                              Australia and New Zealand Banking
                                              Group Limited
New Syndicated          Name
Facilities Agent

                        ABN                   11 005 357 522

                        Address               Level 12, 530 Collins Street,
                                              Melbourne, Victoria, 3000

                        Telephone             (61 3) 9273 1758

                        Fax                   (61 3) 9273 3539

                        Attention             Transaction Management
                                              & Execution, Credit
                                              Origination and Sales
-------------------------------------------------------------------------------

Recitals                A        The parties intend to amend the Deed of
                                 Common Terms on the Debt Refinance Date and on
                                 the IPO Effective Date subject to satisfying
                                 relevant conditions precedent.

                        B        On the Debt Refinance Date, the Retiring
                                 Trustee will retire and the New Trustee will be
                                 appointed as Trustee.

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  4
                             Deed of Common Terms
                             26 February 2004
<PAGE>


                        C        On the Debt Refinance Date:


                                 (i)      the New Financiers and New Syndicated
                                          Facilities Agent will become a party
                                          to the Deed of Common Terms;

                                 (ii)     the Retiring Financiers will cease to
                                          be Financiers and Senior Creditors;


                                 (iii)    the Retiring Syndicated Facilities
                                          Agent will cease to be the Syndicated
                                          Facilities Agent; and


                                 (iv)     the Existing Facilities will be
                                          cancelled.

                        D        On the IPO Effective Date, the New Guarantors
                                 become Guarantors under the Deed of Common
                                 Terms and the Guarantors under the Original
                                 Guarantee and the New Guarantee will be
                                 released as Guarantors.

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

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

Date of deed            See Signing page



-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  5
                             Deed of Common Terms
                             26 February 2004

<PAGE>




Amendment and Restatement Deed - Deed of
Common Terms
General terms



Part 1 - Refinancing Facility


-------------------------------------------------------------------------------
1        Conditions Precedent - Deed of Common Terms
         (Refinancing)

1.1      Debt Refinance Date

         Subject to clause 1.2 ("Conditions to Debt Refinance Date"), the
         Retiring Trustee agrees to notify the Borrower and each of the Senior
         Creditors of a date to be the Debt Refinance Date, (being a date on or
         after the date of notification by the Retiring Trustee).

1.2      Conditions to Debt Refinance Date

         The Retiring Trustee may only give notice specifying a date as the Debt
         Refinance Date when the Retiring Trustee has received:

         (a)      a notice from the New Syndicated Facilities Agent that it has
                  received every item listed in schedule 2 ("Conditions
                  precedent") of the Loan Note Subscription Agreement and
                  confirming that the conditions precedent in schedule 2 of the
                  Loan Note Subscription Agreement have been met; and

         (b)      a notice from the New Syndicated Facilities Agent that it has
                  received a notice from each Senior Creditor under the Working
                  Capital Facility Agreement that those Senior Creditors have
                  received every item listed in schedule 1 ("Conditions
                  precedent") to the Working Capital Facility Agreement and
                  confirming that the conditions precedent in schedule 1 of the
                  Working Capital Facility Agreement have been met; and

        (c)       a notice from the New Syndicated Facilities Agent that it has
                  received every item listed in schedule 3 ("Conditions
                  precedent - Refinancing") to this deed in form and substance
                  satisfactory to all Senior Creditors or the New Syndicated
                  Facilities Agent (as indicated in that schedule alongside the
                  relevant item); and

       (d)        a notice from the New Syndicated Facilities Agent that it has
                  received a certificate from the Borrower that no Event of
                  Default or Potential Event of Default continues unremedied
                  which must be:

                  (i)  in form and in substance satisfactory to the New
                       Syndicated Facilities Agent; and

                  (ii) given no earlier than 7 days prior to the Debt
                       Refinance Date.

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  6
                             Deed of Common Terms
                             26 February 2004
<PAGE>
1.3      Form of certification

         Anything required to be certified under clause 1.2 ("Conditions to Debt
         Refinance Date") must be certified by a director or secretary of the
         relevant Obligor or New Obligor as being true and complete as at a date
         no earlier than seven days prior to the date of this deed.

1.4      Benefit of conditions

         Each condition precedent to the Debt Refinance Date set out in clause
         1.2 ("Conditions to Debt Refinance Date") is for the sole benefit of
         the Senior Creditors and may only be waived by the Retiring Trustee
         upon the instructions of all of the Senior Creditors (as to which the
         Retiring Trustee will act on notice from the New Syndicated Facilities
         Agent).

1.5      Retiring Trustee appoints New Syndicated Facilities Agent

         (a)      The Retiring Trustee appoints the New Syndicated Facilities
                  Agent to review and obtain instructions from the Senior
                  Creditors in relation to the satisfaction or waiver of the
                  conditions precedent set out in schedule 3 ("Conditions
                  Precedent - Refinancing").

         (b)      Notwithstanding anything to the contrary in the Deed of Common
                  Terms, the Retiring Trustee is not liable or responsible for
                  the actions (or any omission to act) of the New Syndicated
                  Facilities Agent under this clause and in providing the notice
                  under clause 1.1 ("Debt Refinance Date") is entitled to rely
                  solely on the notices received from the New Syndicated
                  Facilities Agent without having to enquire whether anything
                  (including, without limitation, the satisfaction of any
                  conditions precedent) set out in the notices referred to in
                  clause 1.2 ("Conditions to Debt Refinance Date") is correct or
                  not.

1.6      Senior Creditors to indemnify

         Each Senior Creditor individually in accordance with its Share
         indemnifies the New Syndicated Facilities Agent and the Retiring
         Trustee against any liability or loss arising from, and any Costs
         incurred in connection with, the New Syndicated Facilities Agent or the
         Retiring Trustee acting in accordance with clause 1 ("Conditions
         Precedent - Deed of Common Terms (Refinancing)) except to the extent
         such liability, loss or Costs results from the fraud, gross negligence
         or wilful misconduct of the New Syndicated Facilities Agent or Retiring
         Trustee, as the case may be.

1.7      Borrower back-to-back indemnity

         The Borrower indemnifies each Senior Creditor against any liability or
         loss arising from, and any Costs incurred in connection with, the
         Senior Creditor making a payment under clause 1.6 ("Senior Creditor to
         indemnify").

-------------------------------------------------------------------------------
2        Debt Refinance Date

2.1      New Financiers/Retiring Financiers

         On the Debt Refinance Date:

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  7
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (a)      each New Financier becomes a party to the Deed of Common Terms
                  and assumes the obligations and acquires the rights of a
                  Financier and Senior Creditor under the Deed of Common Terms
                  and each other party to the Deed of Common Terms acquires
                  corresponding rights against and assumes corresponding
                  obligations towards the New Financier; and

         (b)      each Retiring Financier ceases to be a party to the Deed of
                  Common Terms in the capacity of a Financier and Senior
                  Creditor (unless it is also a Continuing Hedge Counterparty)
                  and the Retiring Financier is discharged from any further
                  obligation under any Senior Finance Document (this discharge
                  does not prejudice any accrued right or obligation).

2.2      New Creditor Accession Deed

         This deed is a New Creditor Accession Deed under the Deed of Common
         Terms with respect to each New Financier, each Continuing Financier and
         each Continuing Hedge Counterparty.

         Accordingly on and from the Debt Refinance Date:

         (a)      this deed and the Loan Note Subscription Agreement are each a
                  Senior Finance Document and a Bank Finance Document and each
                  New Financier and Continuing Financier that is a party to the
                  Loan Note Subscription Agreement and the New Syndicated
                  Facilities Agent is a Senior Creditor for the purposes of the
                  Deed of Common Terms; and

         (b)      this deed and the Working Capital Facility Agreement are each
                  a Senior Finance Document and a Bank Finance Document and each
                  New Financier and Continuing Financier that is a party to the
                  Working Capital Facility Agreement is a Senior Creditor for
                  the purposes of the Deed of Common Terms; and

         (c)      this deed and each Hedge Agreement is a Senior Finance
                  Document for the purposes of the Deed of Common Terms.

2.3      Representations

         On the date of this deed as if the Debt Refinance Date had already
         occurred and on the Debt Refinance Date each Obligor represents and
         warrants to and for the benefit of each Senior Creditor each of the
         representations and warranties in clause 5 of the Deed of Common Terms.

2.4      Amendments to Deed of Common Terms

         (a)      On the Debt Refinance Date, the Deed of Common Terms is
                  amended to the extent necessary to result in the terms of the
                  Deed of Common Terms being as set out in Annexure A ("Deed of
                  Common Terms (Refinancing)").

         (b)      Each of the parties acknowledges and agrees that the
                  amendments to the Deed of Common Terms do not and are not
                  intended to novate, replace or rescind the Deed of Common
                  Terms.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  8
                             Deed of Common Terms
                             26 February 2004
<PAGE>

2.5      Syndicated Facilities Agent

         On the Debt Refinance Date:

         (a)      National Australia Bank Limited ceases to be a party to the
                  Deed of Common Terms in the capacity of Syndicated Facilities
                  Agent; and

         (b)      the New Syndicated Facilities Agent becomes a party to the
                  Deed of Common Terms in the capacity of Syndicated Facilities
                  Agent and assumes the obligations and acquires the rights of
                  the Syndicated Facilities Agent and a Senior Creditor under
                  the Deed of Common Terms and each other party to the Deed of
                  Common Terms acquires corresponding rights against and assumes
                  corresponding obligations towards the New Syndicated
                  Facilities Agent.

2.6      Cancellation of Existing Facilities Commitment

         The Partnership, each Senior Creditor and each Retiring Financier under
         the Existing Facilities acknowledges that on receipt by those Senior
         Creditors and Retiring Financiers of the amount owing to them in
         connection with the Existing Facilities on the Debt Refinance Date the
         commitment of each of those Senior Creditors and Retiring Financiers
         under the Existing Facilities is cancelled.

-------------------------------------------------------------------------------
3        Acknowledgments

3.1      Obligor's consent

         Each Obligor and each Junior Creditor consents to:

         (a) the amendments to the Deed of Common Terms as set out in Annexure A
             to this deed; and

         (b) the amendments to the Transaction Documents as contemplated by this
             deed.

3.2      Guarantor's confirmation

         On and immediately after the Debt Refinance Date each Guarantor under
         paragraph (a) and (b) of the definition of Guarantor confirms that:

         (a)      the Original Guarantee and the New Guarantee to which each is
                  a party continue in full force and effect; and

         (b)      the amendments to the Deed of Common Terms do not affect the
                  validity or enforceability of the Original Guarantee or the
                  New Guarantee; and

         (c)      they consent to any increased liabilities incurred by them
                  under the Original Guarantee or the New Guarantee as a result
                  of the Loan Note Subscription Agreement, the Working Capital
                  Facility Agreement, any new Hedge Agreement or the amendments
                  to the Transaction Documents.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  9
                             Deed of Common Terms
                             26 February 2004
<PAGE>
3.3      Junior Creditor's confirmation

         On and immediately after the Debt Refinance Date, each Junior Creditor
         confirms that:

         (a)      no obligation of the Junior Creditor arising under the Deed of
                  Common Terms is released or abrogated, prejudiced or affected
                  by the amendments to the Deed of Common Terms or the
                  amendments to the Transaction Documents contemplated by this
                  deed; and

        (b)       the rights of the Senior Creditors are not affected by the
                  amendments to the Deed of Common Terms or the amendments to
                  the Transaction Documents contemplated by this deed; and

        (c)       the Junior Debt remains subordinated to the Senior Debt in
                  accordance with the Deed of Common Terms subject only to the
                  changes expressly contemplated by clause 2 ("Debt Refinance
                  Date").

3.4      General confirmations

         Each party to this deed confirms that:

        (a)       on and from the Debt Refinance Date, the Deed of Common Terms
                  continues in full force and effect subject only to the changes
                  expressly contemplated by clause 2 ("Debt Refinance Date");
                  and

        (b)       the changes to the Deed of Common Terms under clause 2 ("Debt
                  Refinance Date") do not affect the validity or enforceability
                  of the Deed of Common Terms or any other Transaction Document;
                  and

       (c)        any Senior Creditor who was not a Senior Creditor under the
                  Deed of Common Terms prior to the Debt Refinance Date, does
                  not have any liability for any act, matter or thing arising
                  under the Deed of Common Terms before the Debt Refinance Date.

3.5      Rights not affected

         Nothing in clause 2 ("Debt Refinance Date"):

         (a)      prejudices or adversely affects any right, power, authority,
                  discretion or remedy arising under the Transaction Documents
                  on, before or after the Debt Refinance Date; or

         (b)      discharges, releases or otherwise affects any liability or
                  obligation arising under the Transaction Documents on, before
                  or after the Debt Refinance Date,

         except as expressly contemplated in that clause.

-------------------------------------------------------------------------------
4        Retiring Trustee and New Trustee

4.1      Retirement

         With effect on and from the Debt Refinance Date, the Retiring Trustee
         retires as Trustee of the TXU Australia Holdings Trust.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  10
                             Deed of Common Terms
                             26 February 2004
<PAGE>

4.2      Appointment

         With effect on and from the Debt Refinance Date, the New Trustee is
         appointed as trustee of the TXU Australia Holdings Trust. The New
         Trustee accepts its appointment as trustee of the TXU Australia
         Holdings Trust.

4.3      Transfer

         With effect on and from the Debt Refinance Date, the Retiring Trustee
         transfers and assigns the Trust Fund to the New Trustee, which includes
         for the avoidance of doubt the benefit of the Original Guarantee and
         the New Guarantee. The New Trustee accepts this assignment and agrees
         to hold the Trust Fund on the terms of the Deed of Common Terms.

4.4      Release

         Immediately following the appointment of the New Trustee, the Retiring
         Trustee is discharged from any further obligation under the Senior
         Finance Documents. (This discharge does not prejudice any accrued right
         or obligation.)

4.5      Acknowledgements

         Each party to this deed acknowledges that:

         (a)      the Retiring Trustee has given the appropriate notice period
                  under the Deed of Common Terms to the Partnership and to each
                  Senior Creditor of its intention to retire as Trustee of the
                  TXU Australia Holdings Trust;

         (b)      the Partnership approves of the appointment of the New Trustee
                  (subject to the terms of this clause 4 ("Retiring Trustee and
                  New Trustee"));

         (c)      the Retiring Trustee is a party to this deed in its capacity
                  as Trustee under the Deed of Common Terms and the Syndicated
                  Facilities Agreement, and in accordance with its powers under
                  the Syndicated Facilities Agreement and the Deed of Common
                  Terms; and

         (d)      with effect on and from the Debt Refinance Date:

                  (i)  the New Trustee and each other party to the Senior
                       Finance Documents have the same rights and obligations
                       among themselves as they would have had if the New
                       Trustee had been a party to the Senior Finance Documents
                       to which the Trustee is a party at the dates of those
                       documents; and

                  (ii) each reference in the Senior Finance Documents to the
                       Trustee is read as a reference to the New Trustee; and

         (e)      the New Trustee has no obligations under the Senior Finance
                  Documents before the Debt Refinance Date; and

         (f)      in the case of the Borrower, the Partnership and TXU8, this
                  deed constitutes notice to each of them of the assignment of
                  the benefit of the Original Guarantee and the New Guarantee
                  from the Retiring Trustee to the New Trustee.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  11
                             Deed of Common Terms
                             26 February 2004
<PAGE>

4.6      Documents for Retiring Trustee

         The Retiring Trustee agrees to deliver to the New Trustee:

         (i)               all original documents relating to the TXU Australia
                           Holdings Trust and the Trust Fund in its possession;
                           and

         (ii)              such transfers, requests or notices of assignment or
                           other documents in respect of the Trust Fund to
                           record the transfer of the Trust Fund to the New
                           Trustee, as are reasonably requested by the New
                           Trustee.

4.7      Further steps

         The Retiring Trustee agrees, at the Borrower's reasonable expense, to
         do anything the New Trustee reasonably asks (such as obtaining
         consents, signing, producing and delivering documents and updating any
         registers) to give effect to the transactions contemplated by this
         deed.

Part 2 - IPO Terms

-------------------------------------------------------------------------------
5        Conditions Precedent - Deed of Common Terms (IPO)

5.1      IPO Effective  Date

         Subject to clause 5.2 ("Conditions to IPO Effective Date"), the New
         Trustee agrees to notify the Borrower and each of the Senior Creditors
         of a date to be the IPO Effective Date.

5.2      Conditions to IPO Effective Date

         The New Trustee may only give notice specifying a date as the IPO
         Effective Date when the New Trustee has received:

         (a)      every item listed in schedule 4 ("Conditions precedent to IPO
                  Effective Date") ("Conditions Precedent") to this deed in form
                  and substance satisfactory to all of the Senior Creditors or
                  the New Trustee (as indicated in that schedule alongside the
                  relevant item); and

         (b)      a certificate from the Borrower that no Event of Default or
                  Potential Event of Default continues unremedied, which must
                  be:

                  (i)  in form and substance satisfactory to the New Trustee;
                       and

                  (ii) given no earlier than 7 days prior to the IPO Effective
                       Date.

5.3      Form of certification

         Anything required to be certified under clause 5.2 ("Conditions to IPO
         Effective Date") must be certified by a director or secretary of the
         relevant Obligor as being true and complete as at a date no earlier
         than seven days prior to the proposed IPO Effective Date and on the
         basis that the IPO Guarantee is a Transaction Document at that date.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 12
                             Deed of Common Terms
                             26 February 2004
<PAGE>

5.4      Benefit of conditions

         Each condition precedent to the IPO Effective Date occurring set out in
         clause 5.2 ("Conditions to IPO Effective Date") is for the sole benefit
         of the Senior Creditors and may only be waived by the New Trustee upon
         the instructions of all Senior Creditors.

-------------------------------------------------------------------------------
6        IPO Effective Date

6.1      Effect of IPO Effective Date

         On the IPO Effective Date:

         (a)      the Deed of Common Terms is amended to the extent necessary to
                  result in the terms of the Deed of Common Terms being as set
                  out in Annexure B ("Deed of Common Terms (IPO)"); and

         (b)      each New Guarantor becomes a Guarantor under the Deed of
                  Common Terms and a Credit Support Provider under each Hedge
                  Agreement; and

         (c)      the IPO Guarantee becomes a Credit Support Document under each
                  Hedge Agreement; and

         (d)      the IPO Effective Date occurs for the purpose of the Loan Note
                  Subscription Agreement and the Working Capital Facility
                  Agreement; and

         (e)      the Guarantors under the Original Guarantee and the New
                  Guarantee are released from the Original Guarantee and the New
                  Guarantee.

6.2      Amendments to Deed of Common Terms

         Each of the parties acknowledges and agrees that the amendments to the
         Deed of Common Terms on the IPO Effective Date do not and are not
         intended to novate, replace or rescind the Deed of Common Terms.

6.3      Representations by Guarantors and Obligors

         On the IPO Effective Date each Obligor and each New Guarantor
         represents and warrants to and for the benefit of each Senior Creditor
         each of the representations and warranties in clause 5 of the Deed of
         Common Terms.

-------------------------------------------------------------------------------
7        Acknowledgments

7.1      Obligor's Consent

         Each Obligor consents to:

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 13
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (a)      the amendments to the Deed of Common Terms as set out in
                  Annexure B to this deed; and

         (b)      the amendments to the Transaction Documents as contemplated
                  by this deed.

7.2      General confirmations

         Each party to this deed confirms and agrees that:

         (a)      on the IPO Effective Date, the Deed of Common Terms continues
                  in full force and effect subject only to the changes
                  contemplated by clause 6 ("IPO Effective Date"); and

         (b)      the changes to the Deed of Common Terms under clause 6 ("IPO
                  Effective date") do not affect the validity or enforceability
                  of the Deed of Common Terms or any other Transaction Document;
                  and

         (c)      any Senior Creditor who was not a Senior Creditor under the
                  Deed of Common Terms prior to the IPO Effective Date, does not
                  have any liability for any act, matter or thing arising under
                  the Deed of Common Terms prior to the IPO Effective Date.

7.3      Rights not affected

         Nothing in clause 6 ("IPO Effective Date"):

         (a)      prejudices or adversely affects any right, power, authority,
                  discretion or remedy arising under the Transaction Documents
                  on, before or after the IPO Effective Date; or

         (b)      discharges, releases or otherwise affects any liability or
                  obligation arising under the Transaction Documents on, before
                  or after the IPO Effective Date,

         except as expressly contemplated in that clause.

Part 3 - Miscellaneous


-------------------------------------------------------------------------------
8        Cost, Charges and Expenses

8.1      What the Borrower agrees to pay

         The Borrower agrees to pay or reimburse the New Trustee, the Retiring
         Trustee, each other Senior Creditor and the Retiring Financiers on
         demand for:

         (a)      the reasonable costs, charges and expenses of the New Trustee,
                  the Retiring Trustee, each other Senior Creditor and the
                  Retiring Financiers in connection with the negotiation,
                  preparation, execution, stamping, registration and completion
                  of any Transaction Document or any transaction contemplated by
                  any Transaction Document; and

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  14
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (b)      the costs, charges and expenses of the New Trustee, and each
                  other Senior Creditor in connection with any consent,
                  approval, exercise or non-exercise of rights (including,
                  without limitation, in connection with the contemplated or
                  actual enforcement or preservation of any rights under any
                  Transaction Document) waiver, variation, release or discharge
                  in connection with any Transaction Document; and

         (c)      taxes and fees (including, without limitation, registration
                  fees) and fines and penalties in respect of fees (unless the
                  Borrower has placed the New Trustee in sufficient cleared
                  funds for the New Trustee or other Senior Creditor to be able
                  to pay the taxes or fees by the due date), which may be
                  payable or determined to be payable in connection with any
                  Transaction Document or a payment or receipt or any other
                  transaction contemplated by any Transaction Document; and

         (d)      the reasonable costs, charges and expenses of the New Trustee,
                  and each other Senior Creditor in connection with any enquiry
                  by any authority involving the Partnership, the Borrower or
                  any of its Related Entities,

         including in each case, without limitation, legal costs and expenses on
         a full indemnity basis or solicitor and own client basis, whichever is
         the higher.

         For the purposes of this clause 8.1, a reference to a Transaction
         Document means a Transaction Document following the Debt Refinance
         Date.

8.2      Independent Consultants Costs

         The Borrower agrees that the costs, charges and expenses referred to in
         clauses 8.1(b) and (d) ("What the Borrower agrees to pay") include,
         without limitation, those payable to any independent consultant or
         other person appointed to evaluate any matter of concern and the New
         Trustee's and any other Senior Creditor's reasonable administration
         costs in connection with any event referred to in clauses 8.1 (b) or
         (d) ("What the Borrower agrees to pay").

8.3      Borrower's indemnity

         The Borrower indemnifies the New Trustee, the Retiring Trustee, each
         other Senior Creditor and the Retiring Financiers against any liability
         or loss arising from, and any costs, charges and expenses incurred in
         connection with:

         (a)      the payment, omission to make payment or delay in making
                  payment of an amount referred to in clause 8.1 ("What the
                  Borrower agrees to pay"); or

         (b)      the New Trustee, the Retiring Trustee, each other Senior
                  Creditor and the Retiring Financiers acting in connection with
                  a Transaction Document in good faith on facsimile, electronic
                  mail or telephone instructions purporting to originate from
                  the authorised officers of an Obligor, New Guarantor or TXU
                  and which it believes to be genuine and correct,

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  15
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         including, without limitation, liability, loss, costs, charges or
         expenses on account of funds borrowed, contracted for or used to fund
         any amount payable under a Transaction Document and including in each
         case, without limitation, legal costs and expenses on a full indemnity
         basis or solicitor and own client basis, whichever is the higher.

8.4      Borrower to pay

         The Borrower agrees to pay to the New Trustee, the Retiring Trustee,
         each other Senior Creditor and the Retiring Financiers an amount equal
         to any liability, loss, costs, charges or expenses of the kind referred
         to in clause 8.3 ("Borrower's Indemnity) suffered or incurred by any
         employee, officer, agent, attorney or contractor of the New Trustee,
         the Retiring Trustee, each other Senior Creditor and the Retiring
         Financiers unless caused by that person's gross negligence.

8.5      Inconsistency

         On and from the Debt Refinance Date and to the extent that anything in
         this clause 8 is inconsistent with the terms of the Deed of Common
         Terms (particularly clause 11 or clause 12 (as the case may be)) in so
         far as it applies to any particular Transaction Document, then the Deed
         of Common Terms prevails.

-------------------------------------------------------------------------------
9        Notices

9.1      Form

         All notices, certificates, consents, approvals, waivers and other
         communications in connection with this deed 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.

9.2      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; or

         (d)      if to, or by, the New Syndicated Facilities Agent, may be
                  given by means of the ANZIB eAgency website, access to which
                  is restricted to the parties to the Bank Finance Documents
                  established by the New Syndicated Facilities Agent or other
                  electronic means in a manner and subject to rules established
                  by the New Syndicated Facilities Agent.

         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.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 16
                             Deed of Common Terms
                             26 February 2004
<PAGE>

9.3      When effective

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

9.4      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).

9.5      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.

9.6      Receipt - eAgency

         If sent by means of the ANZIB eAgency website, they are taken to be
         received on the later of:

         (a)      a notice being posted on the ANZIB eAgency website; and

         (b)      receipt by the New Syndicated Facilities Agent of a delivery
                  receipt in respect of an e-mail the New Syndicated Facilities
                  Agent has sent to the relevant party's Nominated E-Mail
                  Address notifying that the notice has become available on the
                  ANZIB eAgency website.

9.7      Receipt - general

         Despite clauses 9.4 ("Receipt - postal"), 9.5 ("Receipt - fax") and 9.6
         ("Receipt - eAgency"), if they are received after 5pm in the place of
         receipt or on a non-Business Day, they are taken to be received at 9am
         on the next Business Day.

-------------------------------------------------------------------------------
10       Miscellaneous

10.1     Counterparts

         This deed may consist of a number of copies of this deed each signed by
         one or more parties to this deed. When taken together, the signed
         copies are taken as making up the one document.

10.2     Applicable law

         This deed is governed by the law of Victoria. Each party to this deed
         submits to the non-exclusive jurisdiction of the courts of Victoria.

-------------------------------------------------------------------------------
11       Definitions

11.1     Definitions

         The following words have these meanings in this deed unless the
         contrary intention appears.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  17
                             Deed of Common Terms
                             26 February 2004
<PAGE>

                  Bank Finance Document has the meaning given to it in the Loan
                  Note Subscription Agreement.

                  Business Day means a day (not being a Saturday, Sunday or
                  public holiday) on which banks are open for general banking
                  business, in Melbourne and Sydney.

                  Credit Support Document has the meaning given to it in a Hedge
                  Agreement.

                  Debt Refinance Date means the date notified by the Retiring
                  Trustee under clause 1.1 ("Debt Refinance Date") to be the
                  Debt Refinance Date.

                  Deed of Common Terms means:

                 (a)  until amended under clause 2.4(a) ("Amendments to Deed of
                      Common Terms"), the Deed of Common Terms previously known
                      as the Security Trust Deed dated 24 February 1999 executed
                      by the TXU Australia Holdings (Partnership) Limited
                      Partnership, the Borrower, TXU (No. 8), TXU (No. 9), TXUA,
                      TXU Networks (Gas)Pty Ltd (formerly known as Westar Pty
                      Limited), 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 and 8 December 2003;

                 (b)  when amended under clause 2.4(a) ("Amendments to Deed of
                      Common Terms") until amended under clause 6.1(a) ("Effect
                      of IPO Effective Date"), the Deed of Common Terms in the
                      form of Annexure A to this deed; and

                 (c)  when amended under clause 6.1(a), the Deed of Common Terms
                      in the form of Annexure B to this deed.

                  Event of Default has the meaning given in the Deed of Common
                  Terms.

                  Existing Facilities means the facilities provided under:

                  (a) the Loan Note Subscription Agreement dated 26 October 2001
                      between the Partnership (as the Borrower), National
                      Australia Bank Limited (as the Facility Agent) and the
                      Financiers specified in the Details to that agreement as
                      amended from time to time; and

                  (b) the Working Capital Facility Agreement dated 26 October
                      2001 between the Partnership (as the Borrower), Citibank,
                      NA., National Australia Bank Limited and Westpac Banking
                      Corporation (as Financiers) as amended from time to time.

                  General Partner means TXU Australia Holdings (AGP) Pty Ltd
                  (ABN 16 086 014 931).

                  Guarantee means:

                  (a) the Original Guarantee;

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                  18
                             Deed of Common Terms
                             26 February 2004
<PAGE>

                  (b) the New Guarantee; and

                  (c) in relation to each New Guarantor, the IPO Guarantee.

                  Guarantor means:

                  (a) each of Holdco and TXU8, under the Original Guarantee;

                  (b) each of the Partnership and TXU8 under the New Guarantee;

                  (c) each New Guarantor, from when the New Guarantor becomes a
                      Guarantor under the Deed of Common Terms in accordance
                      with this deed; and

                  (d) each other Material Operating Subsidiary that has entered
                      into a Guarantee or becomes a Guarantor by executing a New
                      Guarantor Accession Deed.

                  IPO Effective Date means the date notified by the New Trustee
                  under clause 5.1 ("IPO Effective Date") to be the IPO
                  Effective Date.

                  IPO Guarantee means the Guarantee and Indemnity dated on or
                  before the IPO Effective Date by each New Guarantor in favour
                  of the New Trustee, substantially in the form of schedule 5 to
                  this deed.

                  Limited Partners means each of TXU Australia (LP) No. 1
                  Limited and TXU Australia (LP) No. 2 Limited.

                  Loan Note Subscription Agreement means the Loan Note
                  Subscription Agreement dated on or about the date of this deed
                  between the Borrower, the Financiers (as described in that
                  agreement) and the New Syndicated Facilities Agent.

                  Mandated Lead Arrangers means each of:

                  (a) Citibank, N.A.;

                  (b) Westpac Banking Corporation;

                  (c) Australia and New Zealand Banking Group Limited; and

                  (d) Commonwealth Bank of Australia.

                  Material Operating Subsidiary has the meaning given to it in
                  the Deed of Common Terms as at the relevant time.

                  New Financier means:

                  (a) each New Financier within the meaning given to "New
                      Financier" in the Details; and

                  (b) each other person who becomes a Senior Creditor after the
                      date of this deed and is a Financier.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 19
                             Deed of Common Terms
                             26 February 2004
<PAGE>

                  New Guarantee means the Guarantee and Indemnity dated 11
                  December 2003 made between the Partnership, TXU8 and the
                  Retiring Trustee, the benefit of which will be assigned to
                  the New Trustee in accordance with this deed.

                  New Guarantor means:

                  (a) the TXUA Parent;

                  (b) TXU8;

                  (c) TXUA;

                  (d) each Restricted Subsidiary that, as at the IPO Effective
                      Date, is a TXU8 Borrower (except in the case of any
                      Restricted Subsidiary that the Borrower has demonstrated
                      to the reasonable satisfaction of the Trustee is Dormant
                      or Inactive); and

                  (e) each Material Operating Subsidiary that accedes to the IPO
                      Guarantee from time to time as required by clause 6.1(cc)
                      ("Guarantee") of the Deed of Common Terms referred to in
                      paragraph (c) of that definition.

                  For the purposes of this definition, "Dormant" or "Inactive"
                  is taken to mean in relation to a Subsidiary of the TXUA
                  Parent, a Subsidiary which does not own any assets (other than
                  assets relevant to its status as a body corporate and which
                  have a nominal value and other than shares in another Dormant
                  or Inactive Subsidiary) and which does not carry on any
                  business activities.

                  Obligors means at any time:

                  (a) the Borrower; and

                  (b) each company specified in schedule 1 to this deed; and

                  (c) any other person which executes a New Obligor Accession
                      Deed from time to time,

                  unless at that time the person has been released from its
                  obligations under this deed and the Deed of Common Terms in
                  accordance with this deed and the Deed of Common Terms.

                  For the avoidance of doubt the parties agree that TXU is not
                  an Obligor.

                  Original Guarantee means the Guarantee and Indemnity dated
                  24 February 1999 made between the Partnership, the Borrower,
                  TXU8 and TXU9 in favour of Retiring Trustee as amended by a
                  deed and an agreement each dated 22 February 2000, the benefit
                  of which will be assigned to the New Trustee in accordance
                  with this deed.

                  Potential Event of Default has the meaning given to it in the
                  Deed of Common Terms.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 20
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         Retiring Financier means each person whose details are set out
         in item 2 of schedule 2 ("Senior Creditors - Retiring
         Financiers").

         Syndicated Facilities Agent means Australia and New Zealand
         Banking Group Limited or any successor agent appointed under
         the Loan Note Subscription Agreement.

         Trust Fund has the meaning given to it in the Deed of Common
         Terms.

         TXU Australia Group means the TXUA Parent and its
         Subsidiaries.

         TXUA Parent means TXU Australia Group Pty Ltd
         (ABN 96 104 896 497).

         TXU8 means TXU (No. 8) Pty Ltd (ABN 15 085 235 776).

         TXU9 means TXU (No. 9) Pty Ltd (ABN 36 085 235 801).

         TXUA means TXU Australia Pty Ltd (ABN 96 071 611 017).

         Working Capital Facility Agreement means the agreement of that name
         under which the Financiers named in that agreement have provided a
         working capital facility to the Borrower, dated on or about the date of
         this deed.

11.2     Deed of Common Terms

         Subject to clause 11.4 ("Definition of Senior Creditor"), terms not
         otherwise defined in this deed have the meaning given to them in the
         Deed of Common Terms.

11.3     Senior Finance Document

         This deed is a Senior Finance Document.

11.4     Definition of Senior Creditor

         (a)      Except in relation to clauses 2.1(b), 2.3, 2.6 and the second
                  reference to "Senior Creditor" in clause 3.4(c), all
                  references to a "Senior Creditor" in clause 1 ("Conditions
                  Precedent - Deed of Common Terms ("Refinancing")"), clause 2
                  ("Debt Refinance Date"), clause 3 ("Acknowledgments"), clause
                  8 ("Costs, Charges and Expenses") and Schedule 3 ("Conditions
                  Precedent - Refinancing") of this deed are taken to be
                  references to the Senior Creditors (as defined in the Deed of
                  Common Terms) as if:

                  (i)   the Debt Refinance Date had already occurred; and

                  (ii)  all Amounts Owing under the Existing Facilities have
                        been repaid; and

                  (iii) the Loan Note Subscription Facility had been executed
                        and the Amount Owing (as defined in the Deed of Common
                        Terms ("Refinancing")) to each Continuing Financier and
                        New Financier is equal to each Financier's Commitment
                        under the Loan Note Subscription Agreement.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 21
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (b)      The references to "Senior Creditor" in clauses 2.1(b), 2.3,
                  2.6 and the second reference to "Senior Creditor" in clause
                  3.4(c) shall be to that term as defined in Deed of Common
                  Terms at the relevant time for the purposes of the clause.

         (c)      References to a Senior Creditor in clause 5 ("Conditions
                  Precedent-Deed of Common Terms (IPO")), clause 6 ("IPO
                  Effective Date"), clause 7 ("Acknowledgments") and Schedule 4
                  ("Conditions Precedent to IPO Effective Date") are taken to be
                  references to the Senior Creditors under the Deed of Common
                  Terms at that time.

EXECUTED as a deed










-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 22
                             Deed of Common Terms
                             26 February 2004

<PAGE>



Amendment and Restatement Deed - Deed of
Common Terms


Schedule 1 - Obligors






      -----------------------------------------------------------------
      NAME OF OBLIGOR                                      ABN/ACN/ARBN

      TXU Australia Group Pty Ltd                         96 104 896 497

      TXU Australia Holdings Pty Ltd                      97 086 006 859

      TXU Australia Pty Ltd                               96 071 611 017

      TXU (No. 8) Pty Ltd                                 15 085 235 776

      TXU (No. 9) Pty Ltd                                 36 085 235 801

      TXU Networks (Gas) Pty Ltd                          43 086 015 036

      TXU Pty Ltd                                         99 086 014 968

      TXU Electricity Limited                             91 064 651 118

      TXU (No. 12) Pty Ltd                                50 087 307 908

      TXU (No. 7) Pty Ltd                                 98 085 235 749

      TXU Gas Storage Pty Ltd                             71 079 089 311

      TXU Networks Pty Ltd                                27 075 826 881

      TXU (No. 14) Pty Ltd                                47 076 229 519

      TXU Customer Services Pty Ltd                       28 080 886 513

      TXU (Tallawarra) Pty Ltd                            69 081 074 142

      TXU (No. 13) Pty Ltd                                38 075 826 925

      TXU Australia Services Pty Ltd                      73 081 074 160

      TXU (South Australia) Pty Ltd                       84 081 074 204

      TXU Torrens Island Pty Ltd                          67 081 074 197

      Joule Resources Pty Ltd                             65 081 074 188
      ------------------------------------------------------------------

------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 23
                             Deed of Common Terms
                             26 February 2004
<PAGE>

      ------------------------------------------------------------------------
      TXU Home Services Pty Ltd                               43 095 759 881
      ------------------------------------------------------------------------

      Data and Measurement Solutions Pty Ltd                    097 962 395
      ------------------------------------------------------------------------

      TXU MEB Holdings Pty Ltd                                  097 341 636
      ------------------------------------------------------------------------

      TXU MEB Pty Ltd                                           097 241 917
      ------------------------------------------------------------------------

      TXU VN Pty Ltd                                            097 241 891
      ------------------------------------------------------------------------

      Victoria Networks Pty Ltd                                 096 573 572
      ------------------------------------------------------------------------

      TXU (No 6) Pty Ltd                                      42 081 688 913
      ------------------------------------------------------------------------

      TXU Australia (Queensland) Pty Ltd                      49 081 754 538
      ------------------------------------------------------------------------

      TXU Share Plans Pty Ltd                                 21 098 955 616
      ------------------------------------------------------------------------

      The Partnership, the general partner of which is TXU    40 315 470 807
      Australia Holdings (AGP) Pty Ltd and the limited
      partners of which are TXU Australia (LP) No. 1
      Limited and TXU Australia (LP) No. 2 Limited.
      ------------------------------------------------------------------------

      TXU (Tallawarra Pipelines) Pty Ltd                      19 107 137 735
      ------------------------------------------------------------------------








------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 24
                             Deed of Common Terms
                             26 February 2004




<PAGE>


Amendment and Restatement Deed - Deed of
Common Terms


Schedule 2 - Senior Creditors



Item 1 - Continuing Financiers
<TABLE>
<CAPTION>
<S>                                    <C>                      <C>
---------------------------------------------------------------------------------------------------------
NAME OF CONTINUING FINANCIER          ACN/ARBN/ABN              NOTICE DETAILS
---------------------------------------------------------------------------------------------------------
Australia and New Zealand Banking     ABN 11 005 357 522        Level 17
Group Limited                                                   530 Collins Street
                                                                Melbourne  Vic  3000

                                                                Fax:              (03) 9273 3591
                                                                Attention:        Ms Lisa Rickards

---------------------------------------------------------------------------------------------------------
BNP PARIBAS                           ABN 23 000 000 117        60 Castlereagh Street
                                                                Sydney  NSW  2000

                                                                Fax:              (02) 9619 6107
                                                                Attention:        Mr Mark Shenton &
                                                                                  Mr David Monda

---------------------------------------------------------------------------------------------------------
Citibank, N.A.                        ABN  34 072 814 058       Level 15
                                                                120 Collins  Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (03) 8643 9513
                                                                Attention:        Mr Peter Manis

---------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124        Level 14
                                                                385 Bourke Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (61 3) 9675 7288
                                                                Attention:        Mr Nick Sankey

---------------------------------------------------------------------------------------------------------
ING Bank N.V. (Sydney Branch)         ABN 32 080 178 196        Level 9
                                                                7 Macquarie Place
                                                                Sydney  NSW   2000

                                                                Fax:              (61 2) 9036 8885
                                                                Attention:        Mr Julian Beaumont
                                                                                  Legal & Compliance
                                                                                  Manager
---------------------------------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd            ABN 83 099 031 106        Level 33
                                                                60 Margaret Street
                                                                Sydney  NSW   2000

                                                                Fax:              (61 2) 8273 3999
                                                                Attention:        Ms Marisa Pruscino
                                                                                  Manager, Corporate
                                                                                  Finance
---------------------------------------------------------------------------------------------------------

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

(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                                           25
                             Deed of Common Terms
                             26 February 2004
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                   <C>                       <C>
National Australia Bank Limited       ABN 12 004 044 937        Level 33
                                                                500 Bourke Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (61 3) 8641 2885
                                                                Attention:        Mr Richard Coath
                                                                                  Director, Energy &
                                                                                  Utilities

---------------------------------------------------------------------------------------------------------
The Bank of Tokyo - Mitsubishi,       ABN 75 103 418 882        Level 18
Ltd. Melbourne Branch                                           600 Bourke Street
                                                                Melbourne  Vic  3000

                                                                Fax:              (61 3) 9600 0920
                                                                Attention:        Mr Robert MacIsacc
                                                                                  Chief Manager,
                                                                                  Corporate & Project
                                                                                  Finance

---------------------------------------------------------------------------------------------------------
United Overseas Bank Limited          ABN 56 060 785 284        Level 9
                                                                32 Martin Place
                                                                Sydney  NSW  2000

                                                                Fax:              (02) 9221 9152
                                                                Attention:
                                                                                  Mr Ronald F Griffin
                                                                                  Vice President and
                                                                                  Head of Project
                                                                                  Finance & Syndications

---------------------------------------------------------------------------------------------------------
Westpac Banking Corporation           ABN  33 007 457 141       Level 9
                                                                360 Collins Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (61 3) 9608 3055
                                                                Attention:        Mr Michael Thompson

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



----------------------------------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                                            26
                             Deed of Common Terms
                             26 February 2004

</TABLE>

<PAGE>


Item 2 - Retiring Financiers



-----------------------------------------------------------------------
NAME OF RETIRING FINANCIER                             ACN/ABN/ARBN
-----------------------------------------------------------------------
Bank of China

-----------------------------------------------------------------------
-----------------------------------------------------------------------
Barclays Bank PLC, Australian Branch                   86 062 449 585

-----------------------------------------------------------------------
-----------------------------------------------------------------------
Bayerische Hypo- und Vereinsbank AG
-----------------------------------------------------------------------
-----------------------------------------------------------------------
BOS International (Australia) Limited                  066 601 250
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Credit Agricole Indosuez Australia Limited             002 540 409
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Deutsche Bank AG, Sydney Branch                        13 064 164 162
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Royal Bank of Canada                                   86 076 940 880
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Sumitomo Mitsui Finance Australia Limited              16 000 866 526
-----------------------------------------------------------------------
-----------------------------------------------------------------------
The Toronto-Dominion Bank                              74 082 818 175
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale, Sydney Branch    70 076 170 039
-----------------------------------------------------------------------






------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 27
                             Deed of Common Terms
                             26 February 2004



<PAGE>


Item 3 - Continuing Hedge Counterparties
<TABLE>
<CAPTION>

<S>                                    <C>                      <C>
-------------------------------------------------------------------------------------------------------
NAME OF CONTINUING HEDGE              ACN/ARBN/ABN              NOTICE DETAILS
COUNTERPARTY

-------------------------------------------------------------------------------------------------------
Australia and New Zealand Banking     ABN  11 005 357 522       Level 12
Group Limited                                                   530 Collins Street
                                                                Melbourne  Vic  3000

                                                                Fax:              (03) 9273 1983
                                                                Attention:        Manager, Derivative
                                                                                  Operations

-------------------------------------------------------------------------------------------------------
Citibank, N.A.                        ABN 34 072 814 058        Level 15
                                                                120 Collins Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (03) 8643 9513
                                                                Attention:        Mr Peter Manis

-------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124        Level 1
                                                                120 Pitt Street
                                                                Sydney  NSW  2000

                                                                Fax:              (02) 9312 0106
                                                                Attention:        Executive Manager,
                                                                                  Global Markets

-------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                   ABN  43 074 112 011       270 Park Avenue
                                                                New York  NY  10017-2070

                                                                Fax:              +1 (212) 270 7468
                                                                Attention:        Legal Department
                                                                                  Capital Markets
                                                                                  Group

                                                                With a copy to:   Level 26, Grosvenor
                                                                                  Place
                                                                                  225 George Street
                                                                                  Sydney   NSW   2000

                                                                Fax:              (02) 9220 3107
                                                                Attention:        Legal Department,
                                                                                  Capital Markets
                                                                                  Group

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

-------------------------------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                                         28
                             Deed of Common Terms
                             26 February 2004
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>                                   <C>                       <C>                <C>
-------------------------------------------------------------------------------------------------------

NAME OF CONTINUING HEDGE              ACN/ARBN/ABN              NOTICE DETAILS
COUNTERPARTY
-------------------------------------------------------------------------------------------------------
National Australia Bank Limited       ABN 12 004 044 937        Level 11
                                                                120 Spencer Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (613) 8614 0073
                                                                Attention:        Manager,
                                                                                  Documentation

-------------------------------------------------------------------------------------------------------
Societe Generale Australia Branch     ABN  71 092 516 286       Level 21
                                                                400 George Street
                                                                Sydney  NSW   2000

                                                                Fax:               (61 2) 9233 1779
                                                                Attention:        Legal Department

-------------------------------------------------------------------------------------------------------
The Toronto-Dominion Bank             ABN 74 082 818 175        Level 24
                                                                9 Castlereagh Street
                                                                Sydney  NSW  2000

                                                                Fax:              (61 2) 9619 8800
                                                                Attention:        Managing Director,
                                                                                  Credit

-------------------------------------------------------------------------------------------------------
UBS AG, Australia Branch              ABN 47 088 129 613        5 Temasek Boulevard
                                                                18-00 Suntec Tower Five
                                                                Singapore  038985

                                                                Fax:              +65 6431 8606
                                                                Attention:        Legal & Compliance
                                                                                  Department

-------------------------------------------------------------------------------------------------------
Westpac Banking Corporation           ABN 33 007 457 141        Level 9
                                                                360 Collins Street
                                                                Melbourne  Vic  3000

                                                                Fax:              (03) 9608 3055
                                                                Attention:        Mr Michael Thompson
-------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                                         29
                             Deed of Common Terms
                             26 February 2004
</TABLE>

<PAGE>



Item 4 - New Financiers
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>
NEW FINANCIER                         ACN/ARBN/ABN                NOTICE DETAILS

---------------------------------------------------------------------------------------------------------
Credit Suisse First Boston            ABN 17 061 700 712          Level 27
                                                                  101 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9280 1844
                                                                  Attention:        Mr Paul Ronchi
                                                                                    Assistant Vice
                                                                                    President
---------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                   ABN 43 074 112 011          Level 32
                                                                  Grosvenor Place
                                                                  225 George Street

                                                                  Fax:              (61 2) 9247 7698
                                                                  Attention:        Mr Ivan Chan
                                                                                    Associate

---------------------------------------------------------------------------------------------------------
UBS AG, Australia Branch              ABN  47 088 129 613         Level 25
                                                                  Governor Phillip Tower
                                                                  1 Farrer Place
                                                                  Sydney   NSW   2000

                                                                  Fax:              (02) 9324 3170
                                                                  Attention:        Ms Celle Raguine
                                                                                    Associate Director

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



-------------------------------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                                         30
                             Deed of Common Terms
                             26 February 2004

</TABLE>

<PAGE>



Amendment and Restatement Deed - Deed of
Common Terms
Schedule 3 - Conditions Precedent - Refinancing
(clause 1.2)


Conditions to Debt Refinance Date

o      Definitions in the Deed of Common Terms set out in Annexure A apply to
       this schedule as if the Debt Refinance Date had happened (except where
       specified otherwise).

o      Each item must be in form and substance satisfactory to all Senior
       Creditors (if that item is marked with an "**") or the New Syndicated
       Facilities Agent (if that item is not so marked).

o      Certification is to be by a director or secretary of the relevant entity
       (which in the case of the Partnership, is a director or a secretary of
       the General Partner) that the item is true and complete as to the date no
       earlier than the date of this deed.

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>     <C>                                        <C>               <C>
        Item                                       Form               Required for

 1     Constitution (or equivalent).              Certified copy     Each Obligor (except TXU
                                                                     Australia (LP) No. 1 Limited
                                                                     and TXU Australia (LP) No. 2
                                                                     Limited)

 2     Partnership Deed.                          Certified copy     Partnership

 3     Evidence of registration as limited        Certified copy     Partnership
       partnership.

 4     Certificate of registration                Certified copy     Each Obligor (except TXU
                                                                     Australia (LP) No. 1 Limited
                                                                     and TXU Australia (LP) No. 2
                                                                     Limited)

 5     Extract of minutes of a meeting of the     Certified copy     Each Obligor
       entity's board of directors which
       evidences the resolutions:
</TABLE>

       (a)    authorising the signing and delivery
              of the Transaction 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)Mallesons Stephen Jaques Amendment and Restatement Deed -                 31
                             Deed of Common Terms
                             26 February 2004
<PAGE>


       (c)    which acknowledge that the Transaction
              Documents (to which the
              entity is a party) will benefit that entity.
<TABLE>
<CAPTION>
 <S>    <C>                                       <C>                <C>
 6     Each document which evidences any other    Certified copy     Each Obligor
       necessary corporate or other action of
       the entity in connection with the
       Transaction Documents to which it is a
       party.

 7     Each Authorisation of the entity           Certified copy     Each Obligor
       necessary to enter into the Transaction
       Documents to which it is a party and to
       comply with obligations under those
       documents and enforce those documents.

 8     Each power of attorney under which a        Certified copy    Each Obligor
       person signs a Transaction Document for
       the entity showing evidence of stamping
       and evidence of registration if
       required by the Trustee.

 9     Specimen signature of:                     Certified copy     Each Obligor

       (a)   each Authorised Officer of the
             entity; and

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

 10    ** This deed:                              Original

       (a)   fully signed; and

       (b)   if required by the Trustee,
             evidence of stamping.

 11    ** Each other Transaction Document         Original
       (other than the Partnership Deed and
       Intercompany Loan Agreements):

       (a) fully signed;

       (b) evidence of stamping;

       (c) evidence of registration.
</TABLE>
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 32
                             Deed of Common Terms
                             26 February 2004
<PAGE>

 12    **Legal opinions dealing with validity     Original
       and enforceability of the Transaction
       Documents from:

       (a)   Baker & McKenzie;

       (b)   Baker & McKenzie (London office)
             in relation to the Limited
             Partners;

       (c)   Hunton & Williams LLP; and

       (d)   Mallesons Stephen Jaques.

 13    Structure chart for the TXUA Parent and    Certified copy     Borrower
       its Subsidiaries.

 14    ** All insurance policies required to      Certificate of     Borrower
       be maintained under the Transaction        currency of
       Documents are current.                     policies

 15     **Confirmation that:                      Certificate and    Borrower
                                                  certified copies
       (a)   the Holdco-TXUA Loan Agreement;

       (b)   the TXUA-TXU8 Loan Agreement; and

       (c)   the TXU8 Loan Agreement,

       have not been varied or amended since
       22 February 2000 (other than under
       the Amending Deed dated 8 December 2003
       between the Partnership, the
       Borrower, TXUA, the TXU8, TXU8 Borrowers
       and the Retiring Trustee) and
       certified copies of those agreements.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 33
                             Deed of Common Terms
                             26 February 2004
<PAGE>
<TABLE>
<CAPTION>
<S>    <C>                                       <C>                <C>
 16    ** Confirmation that:                      Certificate        Obligors


       (a)    as from the Debt Refinance Date,
              the Indebtedness owed by the
              TXU8 Borrowers to TXU8 under the
              TXU8 Loan Agreement (after
              deducting any Indebtedness owing
              by TXU8 to the TXU8 Borrowers)
              exceeds the amount of the
              Consolidated Senior Debt less
              the Amount Owing to any
              Transactional Bank in respect of
              or in connection with any
              Transactional Banking Facility;
              and

       (b)    all of the Subsidiaries of the TXUA
              Parent (other than the
              Unrestricted Subsidiaries) will, upon
               the Debt Refinance Date, be
              an Obligor for the purposes of the
              Deed of Common Terms.

 17     Each TXU8 Borrower is a party to the     Certificate         Confirmation from the Borrower
        TXU8 Loan Agreement.

 18     Evidence that the commitments of the                         Borrower and Retiring
        lenders under the existing facilities                        Syndicated Facilities Agent
        have been cancelled and all moneys
        owing under those facilities will be
        fully repaid contemporaneously with
        the first issue of Loan Notes (as
        defined in the Loan Note Subscription
        Agreement).

 19    Confirmation that no person has            Certificate        Borrower
       contravened or will contravene Part
       2J.3 or Chapter 2E of the Corporations
       Act 2001 (C'th) by entering into the
       transaction contemplated by the
       Transaction Documents.

</TABLE>

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 34
                             Deed of Common Terms
                             26 February 2004

<PAGE>



Amendment and Restatement Deed - Deed of
Common Terms
Schedule 4 - Conditions Precedent to IPO
Effective Date (clause 5.2(a))



Conditions to IPO Effective Date

o        Definitions in the Deed of Common Terms set out in Annexure B apply to
         this schedule as if the IPO Effective Date had happened (except where
         specified otherwise).

o        Each item must be in form and substance satisfactory to the New Trustee
         (if it is not marked), or all the Senior Creditors (if it is marked by
         **) (as the case may be).

o        The Trustee may require other documents and information.

o        Certification is to be by a director or secretary of the relevant
         entity (which in the case of the Partnership, is a director or a
         secretary of the General Partner) that the item is true and complete as
         to the date no earlier than the date of this deed.

o        To the extent an item has been satisfied as a condition to Debt
         Refinance Date occurring (but having regard to the different
         definitions that apply in this schedule) it need not be satisfied again
         unless it will no longer be true or complete at the IPO Effective Date
         or the item specifies otherwise.

-------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>

 <S>    <C>                                        <C>               <C>
       Item                                       Form               Required for

 1     Constitution (or equivalent) or a          Certified copy     Each Obligor (other than TXU
       certificate confirming no change to any                       Australia (LP) No.1 Limited
       of them since the date the copy of the                        and TXU Australia (LP) No. 2
       constitution or certificate was last                          Limited)
       provided to the Trustee.

 2     Partnership Deed (or certificate           Certified copy     Partnership
       confirming no change since the date the
       copy of the Certificate was last
       provided to the Trustee).

 3     Evidence of registration as a limited      Certified copy     Partnership
       partnership

 4     Certificate of registration                Certified copy     Each Obligor (other than TXU
                                                                     Australia (LP) No.1 Limited
                                                                     and TXU Australia (LP) No. 2
                                                                     Limited)
</TABLE>
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 35
                             Deed of Common Terms
                             26 February 2004
<PAGE>


 5     A copy of each Authorisation necessary     Certified copy   Each Obligor
       for the entity to enter into, observe
       obligations under and enforce the
       Transaction Documents.

 6     Extract of the minutes of a meeting of     Certified copy   Each Obligor
       the entity's board of directors which
       evidences the resolutions:

       (i)      authorising the signing and
                delivery of and the observance
                of obligations under the
                Transaction Documents to which
                it is a party;

       (ii)     appointing Authorised Officers; and


       (iii)    which acknowledges that the
                Transaction Documents to which
                it is a party will benefit it.

 7     Each document which evidences any other    Certified copy   Each Obligor
       necessary corporate or other action of
       the entity in connection with the
       Transaction Documents to which it is a
       party.

 8     Each power of attorney under which a       Certified copy   Each Obligor
       person signs and delivers a Transaction
       Document for the entity, and, if
       required by the Trustee, evidence of
       its stamping and registration.

 9     Specimen signature of:                     Certified copy   Each Obligor

       (a)   each Authorised Officer of the
             entity; and

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

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 36
                             Deed of Common Terms
                             26 February 2004
<PAGE>

 10    ** Each Transaction Document entered       Original           Obligors
       into after the Debt Refinance Date and
       to which the Trustee is a party
       (including the IPO Guarantee by the New
       Guarantors):

       (a) fully signed;

       (b) evidence of stamping;

       (c) evidence of registration.

 11    Each other Transaction Document has        Original           Obligors
       been:


       (a) fully signed;


       (b) stamped (if required);


       (c) registered (if required).

 12    ** All insurance policies required to      Certificate of     Obligors
       be maintained under the Transaction        currency of
       Documents are current.                     policies

 13    All fees and expenses payable by the                          Borrower
       Borrower on or before the IPO Effective
       Date have been paid.

 14    A copy of a chart showing the TXUA         Certified Copy     Borrower
       Parent and each of its Subsidiaries.


 15    Confirmation that no person has            Certificate        Borrower
       contravened or will contravene Part
       2J.3 or Chapter 2E of the Corporations
       Act 2001 (C'th) by entering into the
       transaction contemplated by the
       Transaction Documents.

 16    **Each TXU8 Borrower (other than a                               New
       "Dormant" or "Inactive" company) (as                         Guarantors
       those terms are defined in this deed)
       that is a party to the TXU8 Loan
       Agreement as at the IPO Effective Date,
       TXU8 and the TXUA Parent have executed
       the IPO Guarantee and is an Obligor
       under the Deed of Common Terms.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 37
                             Deed of Common Terms
                             26 February 2004
<PAGE>

 17    ** There is, and immediately after the     Certificate        Obligors
       IPO Effective Date there will be, no
       Event of Default or Potential Event of
       Default subsisting and the
       representations and warranties by each
       Obligor in the Transaction Documents
       will be true and correct immediately
       after the IPO Effective Date if
       repeated at that time by reference to
       the then current circumstances.

 18    ** Legal opinions from each of:            Original


       (i)      Baker & McKenzie; and


       (ii)     Mallesons Stephen Jaques,

       dealing with the validity and
       enforceability of the IPO Guarantee
       and the Deed of Common Terms (IPO).

 19    ** Evidence that as at the IPO                             Certificate
       Effective Date, the TXUA Parent or the                 from the Borrower
       Borrower will have made an initial
       public offering of shares and be listed
       on the Australian Stock Exchange.

 20    ** Evidence as at the IPO Effective                        Certificate
       Date, the TXUA Parent and the Borrower                 from the Borrower
       are a Subsidiary of TXU.

 21    ** Evidence that any disclosure                            Certificate
       document in connection with the public                 from the Borrower
       offer of shares by an entity which is a
       subsidiary of the TXUA Parent has been
       prepared in accordance with the
       Corporations Act and the ASX listing
       rules and that the initial public
       offering complied with all material
       laws including the Corporations Act and
       ASX Listing Rules.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 38
                             Deed of Common Terms
                             26 February 2004
<PAGE>


 22    ** A copy of each Authorisation or
       other regulatory permit, consent or
       approval necessary under the Core
       Business as a result of the proposed
       initial public offering of shares.

 23    **  A solvency certificate,                Certificate      Each Obligor
       substantially in the form attached as
       schedule 6.

 24    ** A certificate that each New             Certificate        Each New
         Guaranto rconsents to the                                   Guarantor
         amendments to the Deed of Common
         Terms as set out in Annexure B to
         the Amending Deed and confirms that
         on and from the IPO Effective Date:

       (a)      the IPO Guarantee continues in
                full force and effect; and

       (b)      the amendments to the Deed of
                Common Terms, Loan Note
                Subscription Agreement and
                Working Capital Facility
                Agreement on the IPO Effective
                Date do not affect the
                validity or enforceability of
                the IPO Guarantee.


-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 39
                             Deed of Common Terms
                             26 February 2004


<PAGE>

Amendment and Restatement Deed - Deed of
Common Terms
Schedule 5 - Form of IPO Guarantee




Date:
Parties:
                                  EACH OF THE COMPANIES SPECIFIED IN SCHEDULE 1
                                  each a ("Guarantor" and together the
                                  "Guarantors") in favour of ANZ FIDUCIARY
                                  SERVICES PTY LIMITED (ABN 91 100 709 493)
                                  having an office at Level 12, 530 Collins
                                  Street, Melbourne, Victoria, 3000 ("Trustee").

-------------------------------------------------------------------------------
1        Interpretation

1.1

         The following words have these meanings in this guarantee and indemnity
         unless the contrary intention appears.

         Collateral Security means a present or future Security Interest,
         guarantee or indemnity given by a Guarantor, the Debtor or another
         person to secure or otherwise ensure the payment of the Guaranteed
         Money.

         Debtor means each of:

         (a)      TXU Australia Holdings Pty Ltd (ABN 97 086 006 859) having an
                  office at Level 33, 385 Bourke Street, Melbourne, Victoria;

         (b)      TXU Australia Holdings (Partnership) Limited Partnership (ABN
                  40 315 470 807) a limited partnership formed and registered
                  under the Partnership Act 1958 of Victoria, the general
                  partner of which is TXU Australia Holdings (AGP) Pty Ltd (ABN
                  16 086 014 931) having an office at Level 33, 385 Bourke
                  Street, Melbourne, Victoria; and the limited partners of which
                  are TXU Australia (LP) No.1 Limited (ARBN 086 406 733) and TXU
                  Australia (LP) No.2 Limited (ARBN 086 406 724), each having an
                  office at Level 33, 385 Bourke Street, Melbourne, Victoria;
                  and

         (c)      TXU Electricity Limited (ABN 91 064 651 118) having an office
                  at Level 33, 385 Bourke Street, Melbourne, Victoria.

         A reference in this Guarantee and Indemnity to the Debtor includes a
         reference to each Debtor jointly and severally.

         Deed of Common Terms means the deed previously known as the security
         trust deed dated 24 February 1999 between each Debtor, TXU (No. 9) Pty
         Ltd, TXU Australia Pty Ltd, TXU Pty Ltd (then known as Kinetik Energy
         Pty Ltd), TXU Networks (Gas) Pty Ltd (then known as Westar Pty Ltd),
         TXU Electricity Limited (then known as Eastern Energy Limited), TXU
         Corp (then known as Texas Utilities Company), Citibank N.A., National
         Australia Bank Limited (as the Facility Agent and the Trustee) and
         others as amended by a deed dated 22 February 2000, and 26 October
         2001, 8 December 2003 and 26 February 2004.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 40
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         Guarantor means the persons named in this guarantee and indemnity as
         the Guarantor and a reference to Guarantor is a reference to them
         jointly and each of them severally.

         Guaranteed Money means all amounts which:

         at any time;

         for any reason or circumstance in connection with the Senior Finance
         Documents to which the Debtor is a party or any transaction
         contemplated by them;

         whether at law, in equity, under statute or otherwise;

         and whether or not of a type within the contemplation of the parties at
         the date of this guarantee and indemnity:

         (a)      are payable, are owing but not currently payable, are
                  contingently owing, or remain unpaid, by the Debtor to the
                  Trustee on its own account or for the account of a Senior
                  Creditor or to a Senior Creditor; or

         (b)      have been advanced or paid by the Trustee on its own account
                  or for the account of a Senior Creditor or by a Senior
                  Creditor:

                  (i) at the express or implied request of the Debtor; or

                  (ii) on behalf of the Debtor; or

         (c)      have been advanced or paid by the Trustee on its own account
                  or for the account of a Senior Creditor or by a Senior
                  Creditor or which the Trustee on its own account or for the
                  account of a Senior Creditor or a Senior Creditor is liable to
                  pay by reason of any act or omission of the Debtor; or

         (d)      are reasonably foreseeable as likely, after that time, to fall
                  within any of paragraphs (a), (b) or (c) above.

                  A reference to Guaranteed Money includes any part of it.

                  This definition applies:

         (i)      irrespective of the capacity in which the Debtor, Trustee or
                  Senior Creditor became entitled to, or is liable in respect
                  of, the amount concerned;

         (ii)     whether the Debtor, Trustee or Senior Creditor is liable as
                  principal debtor or surety or otherwise;

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 41
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (iii)    whether the Debtor is liable alone, or jointly, or jointly and
                  severally with another person;

         (iv)     whether the Trustee or Senior Creditor is the original
                  obligee, an assignee or transferee of the Guaranteed Money and
                  whether or not:

                  (A) the assignment took place before or after the delivery of
                      this guarantee and indemnity; or

                  (B) the Debtor consented to or was aware of the assignment; or

                  (C) the assigned obligation was secured;

         (v)      whether the Trustee or Senior Creditor is the original Trustee
                  or the original Senior Creditor or an assignee of the original
                  Trustee or an original Senior Creditor in accordance with the
                  Senior Finance Documents and whether or not the Guarantor or
                  Debtor consented to or was aware of the assignment,

                  (but nothing in this definition shall entitle the Trustee or a
                  Senior Creditor to assign its rights and obligations under the
                  Senior Finance Documents except in accordance with the Senior
                  Finance Documents).

         Security Interest has the meaning given to it in the Deed of Common
         Terms.

         Senior Creditor has the meaning given to it in the Deed of Common
         Terms.

         Senior Finance Document has the meaning given to that term in the Deed
         of Common Terms.

1.2      Intention

         In this guarantee and indemnity, unless the contrary intention appears:

         (a)      a reference to this guarantee and indemnity or another
                  instrument includes any variation or replacement of any of
                  them;

         (b)      a reference to a statute, ordinance, code or other law
                  includes regulations and other instruments under it and
                  consolidations, amendments, re-enactments or replacements of
                  any of them;

         (c)      the singular includes the plural and vice versa;

         (d)      the word "person" includes a firm, a body corporate, an
                  unincorporated association or an authority;

         (e)      a reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including,
                  without limitation, persons taking by novation) and assigns;

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

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 42
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (g)      an agreement, representation or warranty on the part of two or
                  more persons binds them jointly and severally;

         (h       a reference to an accounting term is to be interpreted in
                  accordance with approved accounting standards under the
                  Corporations Act 2001 (Cth) and, if not inconsistent with
                  those accounting standards, generally accepted principles and
                  practices in Australia consistently applied by a body
                  corporate or as between bodies corporate and over time; and

         (i)      a reference to any thing (including, without limitation, the
                  Guaranteed Money and any other amount) is a reference to the
                  whole and each part of it and a reference to a group of
                  persons is a reference to all of them collectively, to any two
                  or more of them collectively and to each of them individually.

1.3      Guarantor Consent

         The Guarantors acknowledge that, under the Senior Finance Documents, a
         Senior Creditor may arrange for another financial institution to assume
         any of its obligations under the Senior Finance Documents in accordance
         with the Senior Finance Documents. Subject to the Senior Finance
         Documents, the Senior Creditor is not obliged to obtain the consent of
         the Guarantor to any such assumption of obligations. The person who
         assumes the obligations in accordance with the Senior Finance Documents
         will be taken for all purposes under this guarantee and indemnity to be
         a Senior Creditor.

1.4      Headings

         Headings are inserted for convenience and do not affect the
         interpretation of this guarantee and indemnity.

1.5      Defined terms

         A term which has a defined meaning in the Deed of Common Terms has the
         same meaning when used in this guarantee and indemnity unless it is
         expressly defined in this guarantee and indemnity when the meaning
         given to the term in this guarantee and indemnity prevails.

1.6      Trustee

         The Trustee enters into this guarantee and indemnity in its capacity as
         trustee for each of the Senior Creditors under the Deed of Common Terms
         and in no other capacity.

1.7      Senior Finance Document

         The Trustee and the Guarantors agree that this guarantee and indemnity
         is a Senior Finance Document for the purposes of the Deed of Common
         Terms.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 43
                             Deed of Common Terms
                             26 February 2004
<PAGE>
-------------------------------------------------------------------------------
2        Consideration

2.1      Consideration Received

         The Guarantors acknowledge giving this guarantee and indemnity and
         incurring obligations and giving rights under this guarantee and
         indemnity for valuable consideration received from the Trustee and the
         Senior Creditors.

-------------------------------------------------------------------------------
3        Guarantee

3.1      Extent of Guarantee

         The Guarantor unconditionally and irrevocably guarantees payment to the
         Trustee of the Guaranteed Money. If the Debtor does not pay the
         Guaranteed Money on time and in accordance with the Senior Finance
         Documents, then the Guarantor agrees to pay the Guaranteed Money to the
         Trustee on demand from the Trustee (whether or not demand has been made
         by the Trustee on the Debtor). A demand may be made at any time and
         from time to time.

-------------------------------------------------------------------------------
4        Indemnity

4.1      Nature of Indemnity

         The Guarantor unconditionally and irrevocably indemnifies the Trustee
         against loss the Trustee suffers and undertakes to pay to the Trustee
         for the account of the Senior Creditors an amount equal to the loss
         that the Senior Creditors or any of them suffer because:

         (a)      the liability to pay the Guaranteed Money is unenforceable for
                  any reason; or

         (b)      an Insolvency Event occurs in respect of the Debtor
                  (including, without limitation, loss suffered by the Trustee
                  or any Senior Creditor because interest is payable by the
                  Trustee or any Senior Creditor to a liquidator or trustee in
                  bankruptcy of the Debtor as a result of a claim referred to in
                  clause 11 being made); or

        (c)       the Guaranteed Money is not or has never been recoverable from
                  the Guarantor under clause 3.1, or from the Debtor because of
                  any other circumstance whatsoever including, without
                  limitation, any transaction relating to the Guaranteed Money
                  being void, voidable or unenforceable and whether or not the
                  Trustee or any Senior Creditor knew or should have known
                  anything about that transaction.

4.2      Guarantor as principal debtor

         The Guarantor as principal debtor agrees to pay to the Trustee on
         demand a sum equal to the amount of the loss described in clause 4.1.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 44
                             Deed of Common Terms
                             26 February 2004

<PAGE>
-------------------------------------------------------------------------------
5        Interest

5.1      Obligation to pay interest

         The Guarantor agrees to pay interest on:

         (a)      any amount payable by the Guarantor under this guarantee and
                  indemnity (other than under clause 3 or clause 4), from when
                  it becomes due for payment during the period that it remains
                  unpaid; and

         (b)      that part of the Guaranteed Money on which interest is not
                  payable by the Debtor from when it becomes due for payment by
                  the Guarantor under this guarantee and indemnity, during the
                  period that it remains unpaid under this guarantee and
                  indemnity;

         on demand or at times determined by the Trustee, calculated on daily
         balances. The rate to be applied to each daily balance is the interest
         rate that is payable, or that would have had to be paid if interest was
         payable, by the Debtor on such amount during that period under the
         relevant Senior Finance Document. Interest which is not paid when due
         for payment may be capitalised by the Trustee at intervals which the
         Trustee determines from time to time or, if no determination is made,
         then on the first day of each month. Interest is payable on capitalised
         interest at the rate and in the manner referred to in this clause. The
         Guarantor's obligation to pay the outstanding amount on the date it
         becomes due for payment is not affected by this clause.

5.2      Interest following judgment

         If a liability under this guarantee and indemnity becomes merged in a
         judgment or order, then the Guarantor agrees to pay interest to the
         Trustee on the amount of that liability as an independent obligation.
         This interest accrues from the date the liability becomes due for
         payment both before and after the judgment or order until it is paid,
         at a rate that is the higher of the rate payable under the judgment or
         order and the rate referred to in clause 5.1.

-------------------------------------------------------------------------------
6        Extent of guarantee and indemnity

6.1      Nature of Guarantee

         This guarantee and indemnity is a continuing obligation and extends to
         all of the Guaranteed Money and other money payable under this
         guarantee and indemnity. The Guarantor waives any right it has of first
         requiring the Trustee or any Senior Creditor to commence proceedings or
         enforce any other right against the Debtor or any other person before
         claiming from the Guarantor under this guarantee and indemnity.

-------------------------------------------------------------------------------
7        Preservation of Trustee's and Senior Creditors' rights

7.1      Nature of Preservation

         The liabilities under this guarantee and indemnity of the Guarantor as
         a guarantor, principal debtor or indemnifier and the rights of the
         Trustee and the Senior Creditors under this guarantee and indemnity are
         not affected by anything which might otherwise affect them at law or in
         equity including, without limitation, one or more of the following
         (whether occurring with or without the consent of a person):

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 45
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (a)      the Trustee, the Senior Creditors or another person granting
                  time or other indulgence (with or without the imposition of an
                  additional burden) to, compounding or compromising with or
                  wholly or partially releasing the Debtor, any other Guarantor
                  or another person in any way;

         (b)      laches, acquiescence, delay, acts, omissions or mistakes on
                  the part of the Trustee, the Senior Creditors or another
                  person or any two or more of them;

         (c)      any variation or novation of a right of the Trustee, the
                  Senior Creditors or another person or material alteration of a
                  document, in respect of the Debtor, the Guarantor or another
                  person including, without limitation, an increase in the limit
                  of or other variation in connection with advances or
                  accommodation or any increase in the amount of the Guaranteed
                  Money;

         (d)      the transaction of business, expressly or impliedly, with, for
                  or at the request of the Debtor, the Guarantor or another
                  person;

         (e)      changes which from time to time may take place in the
                  membership, name or business of a firm, partnership, committee
                  or association whether by death, retirement, admission or
                  otherwise whether or not the Guarantor or another person was a
                  member;

         (f)      the loss or impairment of a Collateral Security or a
                  negotiable instrument;

         (g)      a Security Interest being void, voidable or unenforceable;

         (h)      a person dealing in any way with a Security Interest,
                  guarantee, judgment or negotiable instrument (including,
                  without limitation, taking, abandoning or releasing (wholly or
                  partially), realising, exchanging, varying, abstaining from
                  perfecting or taking advantage of it);

         (i)      the death of any person or an Insolvency Event occurring in
                  respect of any person;

         (j)      a change in the legal capacity, rights or obligations of a
                  person;

         (k)      the fact that a person is a trustee, nominee, joint owner,
                  joint venturer or a member of a partnership, firm or
                  association;

         (l)      a judgment against the Debtor or another person;

         (m)      the receipt of a dividend after an Insolvency Event or the
                  payment of a sum or sums into the account of the Debtor or
                  another person at any time (whether received or paid jointly,
                  jointly and severally or otherwise);

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 46
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (n)      any part of the Guaranteed Money being irrecoverable;

         (o)      an assignment of rights in connection with the Guaranteed
                  Money;

         (p)      the acceptance of repudiation or other termination in
                  connection with the Guaranteed Money;

         (q)      the invalidity or unenforceability of an obligation or
                  liability of a person other than the Guarantor;

         (r)      invalidity or irregularity in the execution of this guarantee
                  and indemnity by the Guarantor or any deficiency in or
                  irregularity in the exercise of the powers of the Guarantor to
                  enter into or observe its obligations under this guarantee and
                  indemnity or of a Debtor (including any partner in the
                  Partnership) to enter into or observe its obligations under a
                  Senior Finance Document;

         (s)      the opening of a new account by the Debtor with the Trustee,
                  the Senior Creditors or another person or the operation of a
                  new account;

         (t)      any obligation of the Debtor or any other Guarantor being
                  discharged by operation of law;

         (u)      property secured under a Security Interest being forfeited,
                  extinguished, surrendered, resumed or determined.

7.2      Guarantee and indemnity not affected

         The liability of the Guarantor under this guarantee and indemnity is
         not affected:

         (a)      because any other person who was intended to enter into this
                  guarantee and indemnity, or otherwise become a co-surety or
                  co-indemnifier for payment of the Guaranteed Money or other
                  money payable under this guarantee and indemnity has not done
                  so or has not done so effectively; or

         (b       because a person who is a co-surety or co-indemnifier for
                  payment of the Guaranteed Money or other money payable under
                  this guarantee and indemnity is discharged under an agreement
                  or under statute or a principle of law or equity.

-------------------------------------------------------------------------------
8        Suspension of Guarantor's rights

8.1      Guarantor's rights are suspended

         As long as the Guaranteed Money or other money payable under this
         guarantee and indemnity remains unpaid, the Guarantor must not without
         the consent of the Trustee:

         (a)      in reduction of its liability under this guarantee and
                  indemnity, raise a defence, set-off (except for any set-off
                  permitted under a Hedge Agreement) or counterclaim available
                  to itself, the Debtor or a co-surety or co-indemnifier against
                  the Trustee or a Senior Creditor or claim a set-off or make a
                  counterclaim against the Trustee or a Senior Creditor; or
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 47
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (b)      except as expressly permitted by the Senior Finance Documents,
                  make a claim or enforce a right (including, without
                  limitation, an Encumbrance) against the Debtor or any other
                  Guarantor or against their estate or property; or

         (c)      prove in competition with the Trustee or a Senior Creditor if
                  an Insolvency Event occurs in respect of the Debtor or any
                  other Guarantor whether in respect of an amount paid by the
                  Guarantor under this guarantee and indemnity, in respect of
                  another amount (including the proceeds of a Security Interest)
                  applied by the Trustee or a Senior Creditor in reduction of
                  the Guarantor's liability under this guarantee and indemnity,
                  or otherwise; or

         (d)      claim to be entitled by way of contribution, indemnity,
                  subrogation, marshalling or otherwise to the benefit of a
                  Security Interest or guarantee or a share in it now or
                  subsequently held for the Guaranteed Money or other money
                  payable under this guarantee and indemnity.

8.2      Trustee's right to prove

         The Guarantor irrevocably appoints the Trustee and each Authorised
         Officer of the Trustee severally its attorney.

8.3      Attorney's powers

         Each attorney may:

         (a)      in the name of the Guarantor or the attorney do anything which
                  the Guarantor may lawfully do to exercise a right of proof of
                  the Guarantor following an Insolvency Event occurring in
                  respect of the Debtor or any other Guarantor in connection
                  with a matter not connected with its rights as Guarantor
                  (including, without limitation, executing deeds and
                  instituting, conducting and defending legal proceedings and
                  receiving any dividend arising out of that right); and

         (b)      delegate its powers (including, without limitation, this power
                  of delegation) to any person for any period and may revoke a
                  delegation; and

        (c)       exercise or concur in exercising its powers even if the
                  attorney has a conflict of duty in exercising its powers or
                  has a direct or personal interest in the means or result of
                  that exercise of powers.

8.4      Ratification

         The Guarantor agrees to ratify anything done by an attorney or its
         delegate in accordance with clause 8.3.

8.5      Right of Proof

         The Guarantor may not exercise the right of proof referred to in clause
         8.3 independently of the attorney.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 48
                             Deed of Common Terms
                             26 February 2004
<PAGE>

8.6      Application of insolvency dividends

         The attorney need not account to the Guarantor for any dividend
         received on the exercise of that right of proof until the Trustee and
         the Senior Creditors have received all of the Guaranteed Money and all
         of the other money payable under this guarantee and indemnity.

-------------------------------------------------------------------------------
9        Payments

9.1      Manner of payment

         The Guarantor agrees to make all payments under this guarantee and
         indemnity to the Trustee either for the Trustee's own account or for
         the account of the Senior Creditor entitled to it (as the case may be).
         The Guarantor agrees to make payments to the Trustee under this
         guarantee and indemnity in immediately available funds to the account
         and in the manner notified by the Trustee to the Guarantor.

9.2      No set-off or counterclaim

         The Guarantor agrees to make payments without set-off or counterclaim
         and free and clear of any withholding or deduction for Taxes unless
         prohibited by law.

9.3      Currency of payment

         The Guarantor waives any right which it has in any jurisdiction to pay
         an amount in a currency other than the currency in which the Guaranteed
         Money or other money payable under this guarantee and indemnity is
         payable.

9.4      Currency conversion

         If an amount is due in a currency and the Trustee receives payment in
         another currency, then the Trustee may convert the amount received into
         the due currency at the spot rate at which the Trustee is able to
         purchase the due currency with the amount received at the time of its
         receipt. The Guarantor satisfies its obligation to pay in the due
         currency only to the extent of the amount of the due currency purchased
         after deducting the costs of conversion. The Guarantor acknowledges
         that it may be necessary for the Trustee to convert amounts received
         through a currency other than the due currency to ascertain the
         equivalent in the due currency of the amount received.

9.5      Taxes

         If a law requires the Guarantor to withhold or deduct Taxes from a
         payment so that the Trustee or a Senior Creditor, as the case may be,
         would not actually receive for its own benefit on the due date the full
         amount provided for under this guarantee and indemnity, then:

         (a)      the amount payable is increased so that, after making that
                  deduction and deductions applicable to additional amounts
                  payable under this clause, the Trustee or the Senior Creditor,
                  as the case may be, is entitled to receive the amount it would
                  have received if no deductions had been required; and
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 49
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (b)      the Guarantor must make the deductions; and

         (c)      the Guarantor must pay the full amount deducted to the
                  relevant authority in accordance with applicable law and
                  deliver the original receipts to the Trustee.

10       Other securities and obligations of Guarantor
         The Trustee's and Senior Creditors' rights under this guarantee and
         indemnity are additional to and do not merge with or affect and are not
         affected by:

         (a)      any Security Interest now or subsequently held by the Trustee
                  or the Senior Creditors from the Debtor, the Guarantor or any
                  other person; or

         (b)      any other obligation of the Guarantor to the Trustee or the
                  Senior Creditors,

         notwithstanding any rule of law or equity or any statutory provision to
         the contrary.

-------------------------------------------------------------------------------
11       Reinstatement of Trustee's and Senior Creditors' rights

         If a claim is made that all or part of a payment, obligation,
         settlement, transaction, conveyance or transfer in connection with the
         Guaranteed Money or other money payable under this guarantee and
         indemnity is void or voidable under law relating to Insolvency Events
         or the protection of creditors or for any other reason and the claim is
         upheld, conceded or compromised, then:

         (a)      the Trustee and each Senior Creditor is entitled immediately
                  as against the Guarantor to the rights in respect of the
                  Guaranteed Money to which it would have been entitled if all
                  or that part of that payment, obligation, settlement,
                  transaction, conveyance or transfer had not taken place; and

         (b)      promptly on request from the Trustee or a Senior Creditor, the
                  Guarantor agrees to do any act and sign any document to
                  restore to the Trustee or a Senior Creditor any Security
                  Interest or guarantee held by it from the Guarantor
                  immediately prior to that payment, obligation, settlement,
                  transaction, conveyance or transfer.

-------------------------------------------------------------------------------
12       Application of money

         The Trustee may apply money paid by the Debtor or the Guarantor or
         otherwise towards satisfaction of the Guaranteed Money and other money
         payable under this guarantee and indemnity in the manner it sees fit.
         The Trustee may place to the credit of a suspense account for as long
         as it considers desirable money received under this guarantee and
         indemnity and need not apply it towards satisfaction of the Guaranteed
         Money or other money payable under this guarantee and indemnity.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 50
                             Deed of Common Terms
                             26 February 2004
<PAGE>
-------------------------------------------------------------------------------
13       Security Interests and assignment

         Subject to the Deed of Common Terms, the Trustee at any time may create
         or allow to exist a Security Interest over or an interest in this
         guarantee and indemnity or assign or otherwise dispose of or deal with
         its rights under this guarantee and indemnity as the Trustee sees fit.

-------------------------------------------------------------------------------
14       Miscellaneous

14.1     Certificate

         A certificate signed by the Trustee or its solicitors about a matter or
         about a sum payable to the Trustee or a Senior Creditor in connection
         with this guarantee and indemnity is sufficient evidence of the matter
         or sum stated in the certificate unless the matter or sum is proved to
         be false.

14.2     Exercise of rights

         The Trustee may exercise a right, power or remedy at its discretion,
         and separately or concurrently with another right, power or remedy. A
         single or partial exercise of a right, power or remedy by the Trustee
         does not prevent a further exercise of that or an exercise of any other
         right, power or remedy. Failure by the Trustee to exercise or delay in
         exercising a right, power or remedy does not prevent its exercise. The
         Trustee is not liable for any loss caused by the lawful exercise, or
         attempted exercise of, failure to exercise, or delay in exercising the
         right, power or remedy.

14.3     Waiver and variation

         A provision of or a right created under this guarantee and indemnity
         may not be waived or varied except in writing signed by the party or
         parties to be bound.

14.4     Supervening legislation

         Any present or future legislation which operates to vary the
         obligations of the Guarantor in connection with this guarantee and
         indemnity with the result that the Trustee's or a Senior Creditor's
         rights, powers or remedies are adversely affected (including, without
         limitation, by way of delay or postponement) is excluded except to the
         extent that its exclusion is prohibited or rendered ineffective by law.

14.5     Approvals and consent

         The Trustee may give conditionally or unconditionally or withhold its
         approval or consent in its absolute discretion unless this guarantee
         and indemnity expressly provides otherwise.

14.6     Remedies cumulative

         The rights, powers and remedies provided in this guarantee and
         indemnity are cumulative with and not exclusive of the rights, powers
         or remedies provided by law independently of this guarantee and
         indemnity.
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 51
                             Deed of Common Terms
                             26 February 2004
<PAGE>

14.7     Set-off

         At any time after an Event of Default for so long as it subsists, the
         Trustee may set-off any amount due for payment by the Trustee to the
         Guarantor against any amount due for payment by that Guarantor to the
         Trustee under this guarantee and indemnity. The Guarantor authorises
         the Trustee in the name of the Guarantor or the Trustee to do anything
         (including, without limitation, to execute any document) that is
         required for that purpose.

14.8     Indemnities

         Each indemnity in this guarantee and indemnity is a continuing
         obligation, separate and independent from the other obligations of the
         Guarantor and survives termination of this guarantee and indemnity. It
         is not necessary for the Trustee or a Senior Creditor to incur any
         expense or make any payment before enforcing any right of indemnity
         conferred by this guarantee and indemnity.

14.9     Time of the essence

         Time is of the essence of this guarantee and indemnity in respect of an
         obligation of the Guarantor to pay money.

14.10    Further assurances

         At the Trustee's request the Guarantor must, at its own expense:

         (a)      execute and cause its successors to execute documents and do
                  everything else necessary or appropriate to bind the Guarantor
                  and its successors under this guarantee and indemnity; and

         (b)      use its best endeavours to cause relevant third parties to do
                  likewise to bind every person intended to be bound under this
                  guarantee and indemnity.

-------------------------------------------------------------------------------
15       Governing law, jurisdiction and service of process

15.1     Governing Law

         This guarantee and indemnity is governed by the law in force in the
         State of Victoria.

15.2     Submission to jurisdiction

         Each party irrevocably and unconditionally submits to the non-exclusive
         jurisdiction of the courts of the state of Victoria and courts of
         appeal from them. Each party waives any right it has to object to an
         action being brought in those courts including, without limitation, by
         claiming that the action has been brought in an inconvenient forum or
         that those courts do not have jurisdiction.

15.3     Service of Notices

         Without preventing any other mode of service, any document in an action
         (including, without limitation, any writ of summons or other
         originating process or any third or other party notice) may be served
         on any party by being delivered to or left for that party at its
         address for service of notices under the Deed of Common Terms.

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 52
                             Deed of Common Terms
                             26 February 2004
<PAGE>
-------------------------------------------------------------------------------
16       Counterparts

         This guarantee and indemnity may consist of a number of counterparts
         and the counterparts taken together constitute one and the same
         instrument.

EXECUTED as an agreement
















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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 53
                             Deed of Common Terms
                             26 February 2004
<PAGE>

Amendment and Restatement Deed - Deed of
Common Terms
Schedule 1 - Guarantors



--------------------------------------------------------------
Name                                   ABN
--------------------------------------------------------------
--------------------------------------------------------------
TXU (No. 8) Pty Ltd                    15 085 235 776
--------------------------------------------------------------
--------------------------------------------------------------
TXU Australia Group Pty Ltd            96 104 896 497
--------------------------------------------------------------
--------------------------------------------------------------
TXU Electricity Limited                91 064 651 118
--------------------------------------------------------------
--------------------------------------------------------------
TXU Networks Pty Ltd                   27 075 826 881
--------------------------------------------------------------
--------------------------------------------------------------
TXU Networks (Gas) Pty Ltd             43 086 015 036
--------------------------------------------------------------
--------------------------------------------------------------
TXU (South Australia) Pty Ltd          84 081 074 204
--------------------------------------------------------------
--------------------------------------------------------------
TXU Gas Storage Pty Ltd                71 079 089 311
--------------------------------------------------------------
--------------------------------------------------------------
TXU Pty Ltd                            99 086 014 968
--------------------------------------------------------------
--------------------------------------------------------------
TXU Australia Pty Ltd                  96 071 611 017
--------------------------------------------------------------
--------------------------------------------------------------
[Others to be completed].
--------------------------------------------------------------


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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 54
                             Deed of Common Terms
                             26 February 2004

<PAGE>


Execution page
-------------------------------------------------------------------------------

GUARANTORS





[INSERT EXECUTION CLAUSES]














-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 55
                             Deed of Common Terms
                             26 February 2004
<PAGE>



TRUSTEE


SIGNED by                                       )
                                                )
as attorney for ANZ FIDUCIARY SERVICES PTY      )
LTD under power of attorney dated in the        )
presence of:                                    )
                                                )
                                                )
.............................................    )
Signature of witness                            )
                                                ).............................
.............................................    )By executing this guarantee
Name of witness (block letters)                 )and indemnity the attorney
                                                )states that the attorney has
                                                )received no notice of
                                                )revocation of the  power of
                                                )attorney















-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 56
                             Deed of Common Terms
                             26 February 2004


<PAGE>




                     Amendment and Restatement Deed - Deed of
                     Common Terms



                                      IPO Guarantee and
                                          Indemnity

                                     EACH OF THE COMPANIES
                                    SPECIFIED IN SCHEDULE 1


                                     (as the "Guarantors")

                                             AND

                                ANZ FIDUCIARY SERVICES PTY LTD
                                     (ABN 91 100 709 493)
                                         ("Trustee")








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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 57
                             Deed of Common Terms
                             26 February 2004




<PAGE>


Schedule 6 - Form of Solvency Certificate


                          [LETTERHEAD OF EACH OBLIGOR]

[        ]



To:      Each Senior Creditor under the Deed of Common Terms previously known as
         the Security Trust Deed dated 24 February 1999 executed by the TXU
         Australia Holdings (Partnership) Limited Partnership, the Borrower, TXU
         (No. 8), TXU (No. 9), TXUA, TXU Networks (Gas) Pty Ltd (formerly known
         as Westar Pty Limited), 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 deeds
         dated 22 February 2000, 31 October 2001, 8 December 2003 and [ ]
         February 2004 ("Deed of Common Terms")



                             Certificate of Solvency

I,                  of                , am a director of
[insert the relevant name of Obligor] (the "Company"). I refer to the Deed of
Common Terms under which the Company assumes the obligations of
[an Obligor/and the Borrower/and a Guarantor].

Definitions in the Deed of Common Terms apply to the certificate.

I CERTIFY as follows:

1        I have reasonable grounds to expect, and do expect, that the Company
         is, at the date of this Certificate and will be on the IPO Effective
         Date, able to pay all the Company's debts as and when they become due
         and payable.

2        As far as I am aware after making due enquiries, as at the date of this
         Certificate:

         (a)      no application has been made by the Company; and

         (b)      no order of any court has been made or proceedings commenced
                  against the Company of which the Company has received written
                  notice; and

         (c)      no resolution has been passed or proposed in a notice of
                  meeting of the Company,

         for:

         (i)      the winding up, dissolution or administration of the Company;
                  or
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 58
                             Deed of Common Terms
                             26 February 2004
<PAGE>

         (ii)     the Company entering into an arrangement, compromise or
                  composition with or assignment for the benefit of its
                  creditors or a class of them; or

         (iii)    the appointment of a Controller, administrator, liquidator or
                  provisional liquidator to the Company or any of its assets.


DATED [                    ]
.............................
[        ]
Director












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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 59
                             Deed of Common Terms
                             26 February 2004



<PAGE>



Amendment and Restatement Deed - Deed of
Common Terms
Annexure A - Deed of Common Terms
(Refinancing)
















-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 60
                             Deed of Common Terms
                             26 February 2004


<PAGE>

Amendment and Restatement Deed - Deed of
Common Terms
Annexure B - Deed of Common Terms (IPO)


















-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -                 61
                             Deed of Common Terms
                             26 February 2004

<PAGE>

Amendment and Restatement Deed -
Deed of Common Terms
Contents




Signing page



DATED:

BORROWER


SIGNED, SEALED AND DELIVERED             )
for TXU AUSTRALIA  HOLDINGS              )
PTY LIMITED under power of attorney      )
dated 23 February 2004                   )
in the presence of:                      )
                                         )
                                         )
/s/Theo Kindynis                         )
---------------------------------------- )
Signature of witness                     )
                                         )
Theo Kindynis                            )
---------------------------------------- )
Name of witness (block letters)          )
                                         )
39/525 Collins St. Melb.                 )
---------------------------------------- )
Address of witness                       )
                                         )
Solicitor                                )/s/John Gordon Atkin
---------------------------------------- )------------------------------------
Occupation of witness                    )By executing this deed the attorney
                                         )states that the attorney has received
                                         )no notice of revocation of the power
                                         )of attorney


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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                             26 February 2004


<PAGE>


PARTNERSHIP

SIGNED, SEALED AND DELIVERED by                      )
John Gordon Atkin                                    )
as attorney for TXU AUSTRALIA HOLDINGS               )
(PARTNERSHIP) LIMITED PARTNERSHIP the general        )
partner of which is TXU AUSTRALIA HOLDINGS (AGP)     )
PTY LTD and the limited partners are TXU AUSTRALIA   )
(LP) NO.1 LIMITED and TXU AUSTRALIA (LP) NO.2        )
LIMITED under power of attorney dated                )
23 February 2004                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Theo Kindynis                                     )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Theo Kindynis                                        )  /s/John Gordon Atkin
------------------------------------------------     )  --------------------
Name of witness (block letters)                      )  By executing this deed
                                                     )  the attorney states
39/525 Collins St., Melb.                            )  that the attorney has
------------------------------------------------     )  received no notice of
Address of witness                                   )  revocation of the
                                                     )  power of attorney
Solicitor                                            )
------------------------------------------------     )
Occupation of witness                                )
                                                     )
                                                     )
                                                     )





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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                             26 February 2004

<PAGE>



OBLIGORS

SIGNED, SEALED AND DELIVERED by John Gordon Atkin    )
as attorney for                                      )
TXU AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED         )
PARTNERSHIP the general partner of which is TXU      )
Australia Holdings (AGP) Pty Ltd and the limited     )
partners are TXU Australia (LP) No 1 Limited and     )
TXU Australia (LP) No 2 Limited                      )
TXU AUSTRALIA GROUP PTY LTD                          )
TXU AUSTRALIA PTY LTD                                )
TXU (NO. 8) PTY LTD                                  )
TXU (NO. 9) PTY LTD                                  )
TXU NETWORKS (GAS) PTY LTD                           )
TXU PTY LTD                                          )
TXU ELECTRICITY LIMITED                              )
TXU (NO. 12) PTY LTD                                 )
TXU (NO. 7) PTY LTD                                  )
TXU GAS STORAGE PTY LTD                              )
TXU NETWORKS PTY LTD                                 )
TXU (NO. 14) PTY LTD                                 )
TXU CUSTOMER SERVICES PTY LTD                        )
TXU (TALLAWARRA) PTY LTD                             )
TXU (NO. 13) PTY LTD                                 )
TXU AUSTRALIA SERVICES  PTY LTD                      )
TXU (SOUTH AUSTRALIA) PTY LTD                        )
TXU TORRENS ISLAND PTY LTD                           )
JOULE RESOURCES PTY LTD                              )
TXU HOME SERVICES PTY LTD                            )
DATA AND MEASUREMENT SOLUTIONS PTY LTD               )
TXU MEB HOLDINGS PTY LTD                             )
TXU MEB PTY LTD                                      )
TXU VN PTY LTD                                       )
VICTORIA NETWORKS PTY LTD                            )
TXU (NO 6) PTY LTD                                   )
TXU AUSTRALIA (QUEENSLAND) PTY LTD                   )
TXU SHARE PLANS PTY LTD                              )
TXU (TALLAWARRA PIPELINES) PTY LTD                   )
under powers of attorney dated 23/2/04               )
in the presence of:                                  )
                                                     )
                                                     )
Theo Kindynis                                        )
------------------------------------------------
Signature of witness                                 )
                                                     )
Theo Kindynis                                        )
------------------------------------------------
Name of witness (block letters)                      )
                                                     )
39/525 Collins St., Melb.                            )
------------------------------------------------
Address of witness                                   )
                                                     )
Solicitor                                            )
------------------------------------------------     )/s/John Gordon Atkin
Occupation of witness                                )-------------------------
                                                     )By executing this deed the
                                                     )attorney  states that the
                                                     )attorney has received no
                                                     )notice of revocation of
                                                     )the powers of  attorney



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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                             26 February 2004

<PAGE>


JUNIOR CREDITORS
TXU

SIGNED, SEALED AND DELIVERED  by Kirk R. Oliver     )
as duly authorised representative for TXU CORP. in  )
the presence of:                                    )
                                                    )
                                                    )
/s/Christine E. Larkin                              )
------------------------------------------------    )
Signature of witness                                )
                                                    )
                                                    )
Christine E. Larkin                                 )
------------------------------------------------    )
Name of witness (block letters)                     )
                                                    )
1601 Bryan Street, 30th Floor                       )
Dallas, Texas 75201                                 )
-------------------                                 )
Address of witness                                  )
                                                    )/s/Kirk R. Oliver
                                                    )------------------
Attorney                                            )By executing this deed
------------------------------------------------    )the authorised
Occupation of witness                               )representative states that
                                                    )the authorised
                                                    )representative is duly
                                                    )authorised to execute this
                                                    )deed on behalf of
                                                    )TXU Corp.










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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                             26 February 2004

<PAGE>

SIGNED, SEALED AND DELIVERED                   )
by TXU AUSTRALIA HOLDINGS                      )
(AGP) PTY LTD 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)                )
                                               )
                                               )
39/525 Collins St., Melb.                      )
---------------------------------------------  )
Address of witness                             )
                                               )/s/John Gordon Atkin
                                               )--------------------------
                                               )By executing this deed the
                                               )attorney states that the
Solicitor                                      )attorney has received no
---------------------------------------------  )notice of revocation of
Occupation of witness                          )the powers of attorney.
                                               )

SIGNED, SEALED AND DELIVERED                   )
by TXU AUSTRALIA (LP) No.1                     )
LIMITED under power of attorney dated          )
23 February 2004                               )
in the presence of:                            )
                                               )
                                               )
/s/Theo Kindynis                               )
--------------------------------------------   )
Signature of witness                           )
                                               )
                                               )
Theo Kindynis                                  )
--------------------------------------------   )
Name of witness (block letters)                )
                                               )
                                               )
39/525 Collins St., Melb.                      )
--------------------------------------------   )
Address of witness                             )
                                               ) /s/John Gordon Atkin
                                                 --------------------------
                                               ) By executing this deed the
                                               ) attorney states that the
Solicitor                                      ) attorney has received no
--------------------------------------------   ) notice of revocation of
Occupation of witness                          ) the powers of attorney.
                                               )


-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                             26 February 2004
<PAGE>


SIGNED, SEALED AND DELIVERED                 )
by TXU AUSTRALIA (LP) No.2                   )
LIMITED under power of attorney dated        )
23 February 2004                             )
in the presence of:                          )
                                             )
                                             )
/s/Theo Kindynis                             )
-------------------------------------------
Signature of witness                         )
                                             )
                                             )
Theo Kindynis                                )
-------------------------------------------
Name of witness (block letters)              )
                                             )
                                             )
39/525 Collins St., Melb.                    )
-------------------------------------------
Address of witness                           )
                                             )/s/John Gordon Atkin )
                                             )------------------------
                                             )By executing this deed the
Solicitor                                    )attorney states that the attorney
-------------------------------------------  )has received no notice of
Occupation of witness                        )revocation of the powers of
                                             )attorney.


SIGNED, SEALED AND DELIVERED                 )
by TXU AUSTRALIA PTY LTD 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)              )
                                             )
                                             )
39/525 Collins St., Melb.                    )
-------------------------------------------  )
Address of witness                           )
                                             )
                                             ) /s/John Gordon Atkin
Solicitor                                    )---------------------------------
-------------------------------------------  )By executing this deed the
Occupation of witness                        )attorney states that the attorney
                                             )has received no notice of
                                             )revocation of the powers of
                                             )attorney.

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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                             26 February 2004

<PAGE>


SENIOR CREDITORS


SIGNED, SEALED AND DELIVERED                         )
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/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
Level 28, 525 Collins St.                            )
Melbourne VIC 3000                                   )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Alison C. Larsson
Solicitor                                            )--------------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney




SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark                                     )
as attorney for BNP PARIBAS under                    )
power of attorney dated                              )
24 February 2004                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Articled Clerk                                       )
------------------------------------------------     )/s/Jeffrey Clark
Occupation of witness                                )------------------
                                                     )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney
-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                              26 February 2004

<PAGE>


SIGNED, SEALED AND DELIVERED                         )
by Brad Glynne                                       )
and Dougal Thomson                                   )
as attorneys for CITIBANK, N.A.                      )
under power of attorney dated                        )
20 August 1996                                       )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
Level 28, 525 Collins St.                            )/s/Brad Glynne
                                                     )------------------------
Melbourne VIC 3000                                   )By executing this deed
------------------------------------------------     )the attorney states that
Address of witness                                   )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney
Solicitor                                            )
------------------------------------------------     )
Occupation of witness                                )
                                                     ) /s/Dougal Thomson
                                                     )-------------------------
                                                     )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney

SIGNED, SEALED AND DELIVERED                         )
by                                                   )
Jeffrey Clark                                        )
as attorney for CREDIT SUISSE FIRST                  )
BOSTON under power of attorney dated                 )
25 February 2004                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )/s/Jeffrey Clark
------------------------------------------------     )----------------
Name of witness (block letters)                      ) By executing this deed
                                                     ) the attorney states that
                                                     ) the attorney has received
28/525 Collins St., Melbourne VIC 3000               ) no notice of revocation
------------------------------------------------     ) of the power of attorney
Address of witness                                   )
                                                     )
Articled Clerk                                       )
------------------------------------------------
Occupation of witness                                )
                                                     )
                                                     )
                                                     )
                                                     )
                                                     )
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(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004

<PAGE>


SIGNED, SEALED AND DELIVERED                         )
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                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
Level 28, 525 Collins St. Melbourne VIC 3000         )
------------------------------------------------     )
Address of witness                                   )/s/Nicholas Sankey
                                                     )------------------
Solicitor                                            )By executing this deed
------------------------------------------------     )the attorney states that
Occupation of witness                                )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of
                                                     )attorney



SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark                                     )
as attorney for ING BANK N.V.                        )
(SYDNEY BRANCH) under power of                       )
attorney dated 26 February 2004                      )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St Melbourne VIC 3000                 )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Jeffrey Clark
Articled Clerk                                       )----------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney



-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                                26 February 2004
<PAGE>

SIGNED, SEALED AND DELIVERED by Jeffrey Clark        )
as attorney for JPMORGAN CHASE BANK                  )
under power of attorney dated 25 February 2004       )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------
Name of witness (block letters)                      )
                                                     )
28/525 Collins St., Melbourne VIC 3000               )
------------------------------------------------
Address of witness                                   )
                                                     )
Articled Clerk                                       )
------------------------------------------------
Occupation of witness                                ) /s/Jeffrey Clark
                                                      ------------------------
                                                     )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney

SIGNED, SEALED AND DELIVERED  by Jeffrey Clark       )
as attorney for MIZUHO CORPORATE BANK LTD under      )
power of attorney dated 24 February 2004             )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St., Melbourne VIC 3000               )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Articled Clerk                                       )
------------------------------------------------     )
Occupation of witness                                )  /s/Jeffrey Clark
                                                     ) ----------------------
                                                     )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
<PAGE>

SIGNED, SEALED AND DELIVERED                        )
by Paul Crowe                                       )
as attorney for NATIONAL                            )
AUSTRALIA BANK LIMITED under                        )
power of attorney dated                             )
28 February 1991                                    )
in the presence of:                                 )
                                                    )
                                                    )
/s/Rebecca Keep                                     )
------------------------------------------------    )
Signature of witness                                )
                                                    )
Rebecca Keep                                        )
------------------------------------------------    )
Name of witness (block letters)                     )
                                                    )
28/525 Collins St. Melbourne VIC 3000               )
------------------------------------------------    )
Address of witness                                  )
                                                    )
Solicitor                                           )/s/Paul Crowe
------------------------------------------------    )-------------------------
Occupation of witness                               )By executing this deed
                                                    )the attorney states that
                                                    )the attorney has received
                                                    )no notice of revocation
                                                    )of the power of attorney



SIGNED, SEALED AND DELIVERED                        )
by Saburo Yao                                       )
as attorney for THE BANK OF TOKYO                   )
- MITSUBISHI, LTD. MELBOURNE                        )
BRANCH under power of attorney dated                )
31 October 2003                                     )
in the presence of:                                 )
                                                    )
                                                    )
/s/Rebecca Keep                                     )
------------------------------------------------    )
Signature of witness                                )
                                                    )
Rebecca Keep                                        )
------------------------------------------------    )
Name of witness (block letters)                     )
Level 28, 525 Collins St.                           )
Melbourne VIC 3000                                  )
------------------------------------------------    )
Address of witness                                  )
                                                    )
Solicitor                                           ) /s/Saburo Yao
------------------------------------------------    ) -------------
Occupation of witness                               )By executing this deed the
                                                    )attorney states that the
                                                    )attorney has received no
                                                    )notice of revocation of
                                                    )the power of attorney


-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004

<PAGE>

SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark                                     )
as attorney for UBS AG, AUSTRALIA                    )
BRANCH under power of attorney dated                 )
24 February 2004                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Articled Clerk                                       )/s/Jeffrey Clark
------------------------------------------------     )----------------
Occupation of witness                                )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney



SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark                                     )
as attorney for UNITED OVERSEAS                      )
BANK LIMITED under power of                          )
attorney dated 25 February 2004                      )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Jeffrey Clark
Articled Clerk                                       )----------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney




-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                                26 February 2004

<PAGE>

SIGNED, SEALED AND DELIVERED                         )
by Michael Thompson                                  )
as attorney for WESTPAC BANKING                      )
CORPORATION under power of attorney                  )
dated 23 December 2003                               )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St., Melbourne VIC 3000               )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Solicitor                                            )/s/Michael Thompson
------------------------------------------------     )-------------------
Occupation of witness                                )By executing this deed the
                                                     )attorney states that the
                                                     )attorney has received no
                                                     )notice of revocation of
                                                     )the power of attorney


-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004
<PAGE>


CONTINUING HEDGE COUNTERPARTIES


SIGNED, SEALED AND DELIVERED                      )
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/Rebecca Keep                                   )
-----------------------------------------------   )
Signature of witness                              )
                                                  )
Rebecca Keep                                      )
-----------------------------------------------   )
Name of witness (block letters)                   )
                                                  )
28/525 Collins St., Melbourne VIC 3000            )
-----------------------------------------------   )
Address of witness                                )
                                                  )/s/Alison C. Larsson
Solicitor                                         )--------------------
-----------------------------------------------   )By executing this deed
Occupation of witness                             )the attorney states that
                                                  )the attorney has received
                                                  )no notice of revocation
                                                  )of the power of attorney




SIGNED, SEALED AND DELIVERED                      )
by Brad Glynne and                                )
Dougal Thomson                                    )
as attorneys for CITIBANK, N.A. under             )
power of attorney dated                           )
20 August 1996                                    )
in the presence of:                               )
                                                  )
                                                  )
                                                  )
/s/Rebecca Keep                                   )
-----------------------------------------------   )
Signature of witness                              )
                                                  )
Rebecca Keep                                      )
-----------------------------------------------   )
Name of witness (block letters)                   )/s/Brad Glynne
                                                  )-------------------------
28/525 Collins St., Melbourne VIC 3000            )By executing this deed the
-----------------------------------------------   )attorney states that the
Address of witness                                )attorney has received no
                                                  )the power of notice of
                                                  )revocation of attorney
Solicitor                                         )
-----------------------------------------------   )
Occupation of witness                             )/s/Dougal Thomson
                                                  )-------------------------
                                                  )By executing this deed the
                                                  )attorney states that the
                                                  )attorney has received no
                                                  )notice of revocation of
                                                  )the power of attorney

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                              26 February 2004

<PAGE>

SIGNED, SEALED AND DELIVERED                         )
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                                      )
------------------------------------------------
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------
Name of witness (block letters)                      )
                                                     )
28/525 Collins St., Melbourne VIC 3000               )
------------------------------------------------
Address of witness                                   )
                                                     )/s/Nicholas Sankey
Solicitor                                            )-------------------------
------------------------------------------------     )By executing this deed the
Occupation of witness                                )attorney states that the
                                                     )attorney has received no
                                                     )notice of revocation of
                                                     )the power of attorney



SIGNED, SEALED AND DELIVERED                         )
by Paul Crowe                                        )
as attorney for NATIONAL                             )
AUSTRALIA BANK LIMITED under                         )
power of attorney dated 28 February 1991             )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St., Melbourne VIC 3000               )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Paul Crowe
Solicitor                                            )--------------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney

-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                              26 February 2004
<PAGE>

SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark as attorney for SOCIETE GENERALE    )
AUSTRALIA BRANCH under power of                      )
attorney dated 26 February 2004                      )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Jeffrey Clark
Articled Clerk                                       )------------------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney




SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark                                     )
as attorney for JPMORGAN CHASE                       )
BANK under power of attorney dated                   )
25 February 2004                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Articled Clerk                                       ) /s/Jeffrey Clark
------------------------------------------------     )-------------------------
Occupation of witness                                )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney


-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                              26 February 2004

<PAGE>

SIGNED, SEALED AND DELIVERED                         )
on behalf of the THE TORONTO-                        )
DOMINION BANK in pursuance of a                      )
resolution of the Board of Directors and in          )
the presence of:                                     )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Witness                                              )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name                                                 )/s/Paul Birch
                                                     )-------------------------
Solicitor                                            )Name:  Paul Birch
------------------------------------------------     )Title: Managing Director
Title                                                )
                                                     )
                                                     )
                                                     )
                                                     )
                                                     )


SIGNED, SEALED AND DELIVERED                         )
by Jeffrey Clark                                     )
as attorney for UBS AG, AUSTRALIA                    )
BRANCH under power of attorney dated                 )
24 February 2004                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Emma Sutherland                                   )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Emma Sutherland                                      )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Articled Clerk                                       )/s/Jeffrey Clark
------------------------------------------------     )-------------------------
Occupation of witness                                )By executing this deed
                                                     )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney


-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                                26 February 2004

<PAGE>

SIGNED, SEALED AND DELIVERED                       )
by Michael Thompson                                )
as attorney for WESTPAC                            )
BANKING CORPORATION under power of                 )
attorney dated                                     )
20 December 2003                                   )
in the presence of:                                )
                                                   )
                                                   )
/s/Rebecca Keep                                    )
------------------------------------------------   )
Signature of witness                               )
                                                   )
Rebecca Keep                                       )
------------------------------------------------   )
Name of witness (block letters)                    )
                                                   )
28/525 Collins St. Melbourne VIC 3000              )
------------------------------------------------   )
Address of witness                                 ) /s/Michael Thompson
                                                   ) ------------------------
Solicitor                                          )By executing this deed the
------------------------------------------------   )attorneystates that the
Occupation of witness                              )attorney has received no
                                                   )notice of revocation of
                                                   )the power of attorney




-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004

<PAGE>


NEW TRUSTEE


SIGNED, SEALED AND DELIVERED                         )
by Greg Miller                                       )
as attorney for ANZ FIDUCIARY                        )
SERVICES PTY LTD under power of                      )
attorney dated 25/02/04                              )
                                                     )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Greg Miller
Solicitor                                            ) ---------------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney



-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004

<PAGE>

RETIRING TRUSTEE

SIGNED, SEALED AND DELIVERED                         )
by Linda Tsourdalakis                                )
as attorney for NATIONAL                             )
AUSTRALIA BANK LIMITED under                         )
power of attorney dated 28 February 1991             )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Linda Tsourdalakis
Solicitor                                            )------------------------
------------------------------------------------     )By executing this deed the
Occupation of witness                                )attorney states that the
                                                     )attorney has received no
                                                     )notice of revocation of
                                                     )the power of attorney




-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004

<PAGE>


NEW SYNDICATED FACILITIES AGENT


SIGNED, SEALED AND DELIVERED                         )
by Greg Miller                                       )
as attorney for AUSTRALIA AND NEW                    )
ZEALAND BANKING GROUP                                )
LIMITED under power of attorney dated                )
29/01/04                                             )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )/s/Greg Miller
Solicitor                                            )-------------------------
------------------------------------------------     )By executing this deed
Occupation of witness                                )the attorney states that
                                                     )the attorney has received
                                                     )no notice of revocation
                                                     )of the power of attorney





RETIRING SYNDICATED FACILITIES AGENT

SIGNED, SEALED AND DELIVERED                         )
by Linda Tsourdalakis                                )
as attorney for NATIONAL                             )
AUSTRALIA BANK LIMITED under                         )
power of attorney dated 28 February 1991             )
in the presence of:                                  )
                                                     )
                                                     )
/s/Rebecca Keep                                      )
------------------------------------------------     )
Signature of witness                                 )
                                                     )
Rebecca Keep                                         )
------------------------------------------------     )
Name of witness (block letters)                      )
                                                     )
28/525 Collins St. Melbourne VIC 3000                )
------------------------------------------------     )
Address of witness                                   )
                                                     )
Articled Clerk                                       )/s/Linda Tsourdalakis
------------------------------------------------     )-------------------------
Occupation of witness                                )By executing this deed the
                                                     )attorney states that the
                                                     )attorney has received no
                                                     )notice of revocation of
                                                     )the power of attorney




-------------------------------------------------------------------------------
(c)Mallesons Stephen Jaques Amendment and Restatement Deed -
                             Deed of Common Terms
                               26 February 2004

<PAGE>

1
-------------------------------------------------------------------------------

                                  Deed of Common Terms (Refinancing)

 Date:                            24 February 1999

        TXU AUSTRALIA HOLDINGS PTY LTD (ABN 97 086 006 859) having an office at
Level 33, 385 Bourke Street, Melbourne, Victoria (as "Borrower, as "Guarantor"
and as an "Obligor")
                                  TXU AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED
                                  PARTNERSHIP a limited partnership formed and
                                  registered under the Partnership Act 1958 of
                                  Victoria, the general partner of which is: TXU
                                  AUSTRALIA HOLDINGS (AGP) PTY LTD (ABN 16 086
                                  014 931) having an office at Level 33, 385
                                  Bourke Street, Melbourne, Victoria; and the
                                  limited partners of which are: TXU AUSTRALIA
                                  (LP) NO. 1 LIMITED (ARBN 086 406 733), a
                                  company incorporated under the laws of England
                                  and Wales and having its registered office at
                                  Kempson House, Camomile Street, London EC3A
                                  7AN; and TXU AUSTRALIA (LP) NO. 2 LIMITED
                                  (ARBN 086 406 724), a company incorporated
                                  under the laws of England and Wales and having
                                  its registered office at Kempson House,
                                  Camomile Street, London EC3A 7AN (as the
                                  "Partnership" and as an "Obligor" and as a
                                  "Guarantor")
TXU (No. 8) PTY LTD (ABN 15 085 235 776) having an office at Level 33,
385 Bourke Street, Melbourne, Victoria (as a "Guarantor" and as an "Obligor")
                                  TXU AUSTRALIA GROUP PTY LTD
                                  (ABN 96 104 896 497) having an office at
                                  Level 33, 385 Bourke Street,
                                  Melbourne, Victoria and
EACH OF THE COMPANIES SPECIFIED IN SCHEDULE 1 ("Obligors") TXU CORP., a
corporation organised under the laws of the State of Texas, United States of
America and having an office at Energy Plaza, 1601 Bryan Street, Dallas, Texas
75201, United States of America ("TXU")
                                  and TXU AUSTRALIA HOLDINGS (AGP) PTY LTD (ABN
                                  16 086 014 931) having an office at Level 33,
                                  385 Bourke Street, Melbourne, Victoria, TXU
                                  AUSTRALIA (LP) NO. 1 LIMITED (ARBN 086 406
                                  733), a company incorporated under the laws of
                                  England and Wales and having its registered
                                  office at Kempson House, Camomile Street,
                                  London EC3A 7AN, TXU AUSTRALIA (LP) NO. 2
                                  LIMITED (ARBN 086 406 724), a company
                                  incorporated under the laws of England and
                                  Wales and having its registered office at
                                  Kempson House, Camomile Street, London EC3A
                                  7AN and TXU AUSTRALIA PTY LTD (ACN 071 611
                                  017) having an office at Level 33, 385 Bourke
                                  Street, Melbourne, Victoria ("as "Junior
                                  Creditors")
EACH OF THE FINANCIAL INSTITUTIONS SPECIFIED IN SCHEDULE 2 ("Financiers")
EACH OF THE FINANCIAL INSTITUTIONS SPECIFIED IN SCHEDULE 3 ("Hedge
Counterparties") AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(ABN 11 005 357 522) having an office at Level 12, 530 Collins Street,
Melbourne, Victoria (in its capacity as facility agent under the Loan Note
Subscription Agreement) ("Syndicated Facilities Agent") ANZ FIDUCIARY SERVICES
PTY LTD (ABN 91 100 709 493) having an office at Level 12, 530 Collins Street,
Melbourne, Victoria, 3000 ("Trustee")
<PAGE>

2
-------------------------------------------------------------------------------
12   Interpretation

12.1 The following words have these meanings in this deed unless the contrary
     intention appears.


                                 Accession Date means, in respect of a New
                                 Creditor, the date on which the Trustee
                                 executes a New Creditor Accession Deed executed
                                 by that New Creditor in accordance with
                                 clause 13 ("Change in Creditors").

                                 Action means action which may result in an
                                 amendment, waiver, determination, consent,
                                 approval, release or discharge.

                                 ALP Loan Agreement means the loan agreement
                                 dated 24 February 1999 between Holdco (as
                                 lender) and the Partnership (as borrowers) as
                                 amended by a deed dated on or about 22 February
                                 2000.

                                 Amending Deed means the Amendment and
                                 Restatement Deed dated on or about 26 February
                                 2004 between, amongst others, the Borrower, the
                                 Obligors, TXU Corp., the Partnership, the
                                 Senior Creditors specified in it, the
                                 Syndicated Facilities Agent, the Trustee and
                                 National Australia Bank Limited.

                                 Amount Owing means, at any time for or in
                                 respect of a Senior Creditor, the total of all
                                 amounts which are then due for payment, or
                                 which will or may become due for payment in
                                 connection with any Senior Finance Document
                                 (including transactions in connection with
                                 them) to that Senior Creditor or to the Trustee
                                 for the account of that Senior Creditor and
                                 includes, in respect of a Hedge Counterparty,
                                 the Hedge Exposure of that Hedge Counterparty.

                                 Asset includes all assets, including, for
                                 the avoidance of doubt, any contract and other
                                 intangible asset and the Torrens Island Power
                                 Station and the Master Hedge Agreement.

                                 Attorney means an attorney appointed by the
                                 Trustee under clause 3.34 ("Delegation by
                                 Trustee").

                                 Australian Accounting Standards means the
                                 accounting standards within the meaning of the
                                 Corporations Act 2001 (C'th) and, where not
                                 inconsistent with those accounting standards
                                 and the Corporations Act 2001 (C'th), generally
                                 accepted accounting principles and practices in
                                 Australia consistently applied by a body
                                 corporate or as between bodies corporate.

                                 Authorisation includes:

(a)   any consent, authorisation, registration, filing, agreement, notarisation,
certificate, permission, licence, approval, authority, arrangement, exemption or
similar instrument (whether from, by or with a Governmental Agency or any other
person); or

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

                                 Authorised Officer means:
<PAGE>
3
-------------------------------------------------------------------------------
(a)   in the case of a Creditor (other than any Obligor or TXU), a director,
secretary or an officer whose title contains the word "director", "chief",
"head", "manager", "executive", "counsel", "president" or any agent or attorney
of the Creditor, or a person performing the functions of any of them; and

(b)   in the case of an Obligor or TXU, a person appointed and notified to the
Trustee to act as an Authorised Officer under the Transaction Documents to which
it is a party and whose specimen signature has been given to the Trustee.

                                 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.

                                 Business Day means a day (not being a
                                 Saturday, Sunday or public holiday) on which
                                 banks are open for general banking business in
                                 Melbourne and Sydney.

                                 Calculation Date means 30 June and 31
                                 December in each year commencing on
                                 31 December 2003.

                                 Calculation Period means, in relation to any
                                 Calculation Date, the 12 month period ending on
                                 that Calculation Date.

                                 Completion means, in relation to a project
                                 or development, the point in time at which the
                                 completion tests relating to that project or
                                 development have been satisfied in accordance
                                 with their terms (as varied by agreement
                                 between the parties).

                                 Consolidated Interest Cover Ratio means, on
                                 any Calculation Date in respect of any
                                 Calculation Period, the ratio of:

(a) EBITDA:

                                 to:

(b)   Debt Service in respect of or in connection with Consolidated Senior Debt
(which includes, without limitation, all net amounts paid or payable by, or to,
any Hedge Counterparty or other financial institution in respect of or in
connection with any Hedge Agreement),

                                 for that Calculation Period.

                                 Consolidated Net Worth means the aggregate,
                                 on a consolidated basis, of the paid up
                                 capital, retained profits and reserves
                                 (excluding the amount of all asset revaluation
                                 reserves after the Debt Refinance Date) of the
                                 Group:

(a)   less:

(i)   all minority interests;

(ii)  any paid up capital or share premium in respect of shares or stock capable
of being redeemed;

(iii) the value of the aggregate net assets of all Project Property and Project
Vehicles owned by Restricted Subsidiaries as derived from the financial
statements delivered under clause 6.1(g)(iii);
<PAGE>

4
-------------------------------------------------------------------------------
(iv) the value of the net assets of all Unrestricted Subsidiaries as derived
from the financial statements delivered under clauses 6.1(g)(i) and (ii);

(b) plus the aggregate of Qualifying Subordinated Debt incurred by the TXUA
Parent and the Restricted Subsidiaries.

                                 Consolidated Senior Debt means at any time
                                 the sum of:

(a)  the total Amount Owing to the Senior Creditors including any capital
accretions to CPI linked or indexed bonds and CPI swaps calculated on an
accruals basis at the relevant time; and

(b)  the aggregate outstanding principal amount of all other Indebtedness of the
Borrower and Permitted Indebtedness of the TXUA Parent and its Restricted
Subsidiaries on a consolidated basis which is not Junior Debt; but excluding:

(i)  any bank guarantee, which has been provided to NEMMCO or VENCorp which has
not been drawn; and

(ii) any Non-Recourse Debt.

                                 For the avoidance of doubt and to ensure
                                 there is no double counting, if any Amount
                                 Owing or Indebtedness referred to in
                                 paragraphs (a) or (b) is guaranteed, the
                                 Indebtedness under the guarantee is not
                                 included in this definition in addition to
                                 the Amount Owing or Indebtedness.

                                 Contested Taxes means a Tax payable
                                 by an Obligor:

(a)  that is being diligently contested by it in good faith and in accordance
with proper procedures;

(b)  that is not required by applicable law to be paid before the liability is
contested or whilst the liability is being contested; and

(c)  in respect of which it has set aside sufficient reserves of liquid assets
to pay the Tax and any fine, penalty or interest payable if the contest is
unsuccessful.

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

                                 Core Business means the generation, storage,
                                 processing, supply, transmission, distribution
                                 and sale of energy products and any ancillary
                                 activities and other activities which permit
                                 the more efficient utilisation of assets and
                                 resources of the Group (so long as these
                                 ancillary or other activities do not represent
                                 a material diversification of the Core Business
                                 or a material diversion of financial resources
                                 from the Core Business of the generation,
                                 storage, processing, supply, transmission,
                                 distribution and sale of energy products).

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

                                 CPI means a consumer price index or other
                                 general index of prices and includes the
                                 "Weighted Average of the Eight Capital Cities:
                                 All-Groups Index" as maintained and published
                                 quarterly by the Australian Bureau of
                                 Statistics.

<PAGE>
5
-------------------------------------------------------------------------------

                                 CPI linked or indexed bond means
                                 Indebtedness (other than a Derivatives
                                 Transaction), payments in relation to which are
                                 calculated or vary by reference to CPI.

                                 CPI swap means a Derivatives Transaction,
                                 the payments in relation to which are
                                 calculated or vary by reference to CPI.


                                 Creditor means each Senior Creditor and each
                                 Junior Creditor. Where the term is used in
                                 relation to the obligations of any one of those
                                 persons "to the Creditors" it is a reference to
                                 the obligations of that person to each other
                                 person which is a Creditor.

                                 Debt Refinance Date means the date notified
                                 as the Debt Refinance Date by the Trustee under
                                 clause 1.1 of the Amending Deed.

                                 Debt Service means, in respect of any
                                 Calculation Period and on a consolidated basis,
                                 all Interest (including, but not limited to:

(a) any discount on any Bill, debenture, bond, note or other security;

(b) any discount in respect of any receipts or receivables which have been sold
by the TXUA Parent or any of its Restricted Subsidiaries to any person
(including, without limitation, under any securitisation program or facility);

(c) any line, facility, commitment, acceptance, usage, discount, guarantee or
other fees and amounts incurred on a regular or recurring basis which are
payable in relation to Indebtedness (which, for the avoidance of doubt, excludes
any establishment, underwriting or other upfront fees);

(d) any dividend payable on redeemable preference shares or on any other share
or stock the obligations in respect of which constitute Indebtedness;

(e) capitalised interest and any interest component on any CPI li indexed bond
facility or any CPI swap;

(f) the portion of rental or hire payments in the nature of interest under any
finance lease, sale and leaseback or hire purchase agreement to which TXUA
Parent or any of its Restricted Subsidiaries is a party;

(g) Interest, premiums, fees, break costs and any other amounts paid, payable or
incurred by the TXUA Parent or any of its Restricted Subsidiaries under any
Derivative Transaction less Interest, premiums, fees and any other amounts paid,
payable or incurred to the TXUA Parent or any of its Restricted Subsidiaries by
the counterparty to the Derivative Transaction),

which, in accordance with Australian Accounting Standards, is or would
be regarded as paid, payable or incurred by the TXUA Parent or any of its
Restricted Subsidiaries in that Calculation Period.

                                 Deed of Release means a deed in or
                                 substantially in the form of
                                 schedule 8.

                                 Deed of Subordination means a deed in or
                                 substantially in the form of schedule 6.

                                 Deed Poll means any deed poll of whatever
                                 name that constitutes Loan Notes under any
                                 Senior Finance Document.

<PAGE>
6
-------------------------------------------------------------------------------
                                 Derivative Transaction means a contract,
                                 agreement or arrangement (other than in respect
                                 of the price of electricity or gas) which is:

(a) a futures contract (as defined in the Corporations Act) 2001 (C'th); or

(b) an interest rate or currency hedge, swap, option, a swaption, a forward rate
agreement or any other contract, agreement or arrangement similar to or having
in respect of its subject matter a similar effect to any of the above.

                                 Directive means:

(a) a law or treaty; or

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

                                 Distribution Licence means, as the context may
                                 require:

(a) the distribution licence issued by ORG pursuant to the Gas Industry Act 1994
with effect from 11 December 1997, as amended and transferred to TXU Networks
(Gas);

(b) the distribution licence issued to TXU Electricity by ORG pursuant to the
Electricity Industry Act 1993 in effect from 3 October 1994, as amended; and

(c) any other licence issued or transferred to, or held by, an Obligor to
distribute or supply energy products.

                                 Drawdown Date means a date on which any
                                 financial accommodation is provided under any
                                 Senior Finance Document.

                                 Drawdown Notice means a notice under which
                                 financial accommodation is requested under any
                                 Senior Finance Document.

                                 Easements means all easements, rights or
                                 privileges held by or vested in or deemed to be
                                 held by or vested in an Obligor (whether under
                                 the Gas Industry Act 1994, the Electricity
                                 Industry Act 1993 or otherwise) in, over,
                                 appurtenant to or affecting any real property.

                                 EBITDA means, in respect of any Calculation
                                 Period, the earnings of the TXUA Parent and its
                                 Restricted Subsidiaries (including the proceeds
                                 of any claim under a business interruption
                                 insurance policy and any interest earnings but
                                 excluding any earnings from any Project
                                 Activities (other than any actual earnings
                                 based cash payment from any Unrestricted
                                 Subsidiary to a Restricted Subsidiary)) on a
                                 consolidated basis and before:

(a) significant items including, without limitation, sale proceeds from the
disposal of assets and costs arising on the termination of any Derivative
Transaction but excluding for the avoidance of doubt gains or losses arising
from energy trading;

(b) Debt Service;

(c) income tax; and

(d) depreciation and amortisation.
<PAGE>
7
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                                 Economic Interest means any direct or (through
                                 interposed persons or otherwise) indirect
                                 interest, and includes Equities in a person or
                                 contractual or other legally binding relations
                                 with a person under a participation or revenue
                                 or profit sharing agreement in connection with
                                 a project or development.

                                 Enforcement Action means, in relation to an
                                 Obligor:

(a) a right arising from a default by an Obligor is exercised or enforced
against the Obligor including, without limitation, the making of a declaration
under clause 7.2 ("Consequences of default") or a demand for payment under a
Guarantee;

(b) an application is made for, or a notice is given or other step is taken with
a view to:

(i) insolvency, liquidation, administration, dissolution or similar proceedings
with respect to the Obligor;

(ii) an administration, arrangement, composition or assignment for the benefit
of creditors, or any class of creditors, of the Obligor; or

(iii) the appointment of any person as a Controller in relation to property of
an Obligor,

                                 whether by petition, application, convening of
                                 a meeting, voting in favour of a resolution or
                                 otherwise.

                                 Environment means all aspects of the
                                 surroundings of human beings, including:

(a) the physical characteristics of those surroundings such as the land, the
waters and the atmosphere; and

(b) the biological characteristics of those surroundings such as animal, plants
and other forms of life; and

(c) the aesthetic characteristics of those surroundings such as their
appearance, sounds, smells, tastes and textures.

                                 Environmental Law means a law regulating or
                                 otherwise relating to the Environment
                                 including, but not limited to, any law relating
                                 to land use, planning, water catchments,
                                 pollution of air or water, noise, smell,
                                 contamination, chemicals, waste, pesticides,
                                 use of dangerous goods or hazardous
                                 substances, noxious trades or any
                                 other aspect of protection of the Environment.

                                 Equity means any stock, share, unit or other
                                 equity interest.

                                 ESC means the Essential Services Commission
                                 established under the Essential Services
                                 Commission Act 2001 (Vic).

                                 Event means the happening of any of these
                                 events:

(a) an order is made that an Obligor be wound up; or

(b) a liquidator is appointed in respect of an Obligor; or
<PAGE>
8
-------------------------------------------------------------------------------
(c) a provisional liquidator is appointed in respect of an Obligor and the
provisional liquidator is ordered or required to admit all debts to proof or pay
all debts capable of being admitted to proof proportionately; or

(d) an Obligor enters into, or resolves to enter into, a scheme of arrangement,
deed of company arrangement or composition with, or assignment for the benefit
of, all or any class of its creditors; or

(e) an Obligor resolves to wind itself up or otherwise dissolve itself.

                                 Event of Default means an event specified in
                                 clause 7 ("Events of Default").

                                 Finance Document means any Senior Finance
                                 Document, any Junior Finance Document, any
                                 other document which an Obligor and the Trustee
                                 agree in writing is to be a Finance Document
                                 and any other instrument connected with any of
                                 them.

                                 Financial Statements means:

(a) a profit and loss statement; and

(b) a balance sheet; and

(c) a statement of cash flows,

                                 together with any notes to those documents and
                                 a directors' declaration as required under the
                                 Corporations Act 2001 (C'th) (in the case of a
                                 body corporate incorporated in Australia) and
                                 any other information necessary to give a true
                                 and fair view.

                                 Financial Year means each 12 month period
                                 ending on 31 December in each year.

                                 Financier means each financial institution
                                 specified in schedule 2 and any other person
                                 who becomes or has become a Senior Creditor in
                                 accordance with clause 13 ("Change in
                                 Creditors") on or after the date of the
                                 Amending Deed, but does not include a Senior
                                 Creditor in its capacity as the Trustee, an
                                 agent for Financiers, a Hedge Counterparty or a
                                 Transactional Bank.

                                 Fixed Date means the day by which the
                                 Trustee determines that it has been instructed
                                 to give a notice under clause 7.2(a).

                                 General Partner means TXU Australia Holdings
                                 (AGP) Pty Ltd (ABN 16 086 014 931).

                                 Generation Asset means any asset utilised or
                                 employed in the generation of electricity.

                                 Good Operating Practice means the standard
                                 of operating and engineering practice that
                                 would reasonably be expected from a prudent
                                 utility located in Australia (not being owned
                                 and operated by a Governmental Agency) for the
                                 generation, supply, storage, processing,
                                 transmission, distribution or sale of energy
                                 products under conditions comparable to those
                                 applicable to the Infrastructure, consistent
                                 with applicable laws, regulations, codes and
                                 licences. The determination of comparable
                                 conditions will take into account factors such
                                 as the design and specifications, relative
                                 size, age, load characteristics and
                                 technological status of the Infrastructure and
                                 assets deployed in the Core Business.
<PAGE>
9
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                                 Governmental Agency means any government,
                                 any minister of a government or any
                                 governmental or semi-governmental entity,
                                 agency or authority (including, without
                                 limitation, the Australian Competition and
                                 Consumer Commission and the Essential Services
                                 Commission).

                                 Group means the TXUA Parent and its
                                 Subsidiaries.

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

                                 Guaranteed Money has the meaning given to
                                 that term in the Guarantees.

                                 Guarantees means each of:

(a) the Original Guarantee; and

(b) the New Guarantee.

                                 Guarantor means, as the context requires, each
                                 of Holdco, the Partnership and TXU8.

                                 Half Year means each period of six months
                                 ending on 30 June and 31 December in each year.

                                 Hedge Agreement means each interest rate or
                                 currency hedging document (including any
                                 restatement of any earlier document) or
                                 transaction entered into between Holdco, TXU
                                 Electricity or the Partnership and any Hedge
                                 Counterparty or other financial institution
                                 from time to time.

                                 Hedge Counterparty means each identified
                                 financial institution specified in schedule 3
                                 and any person (other than the Partnership,
                                 Holdco or TXU Electricity) who is a party to a
                                 Hedge Agreement and who becomes or has become a
                                 Senior Creditor in accordance with clause 13
                                 ("Change in Creditors") of this deed.

                                 Hedge Exposure means in respect of a Hedge
                                 Counterparty at the applicable date the amount
                                 which is H in the following formula:

                                 H = M to M + Unpaid Amounts

                                    where:

                                            M to M is the result of the mark to
                                           market calculation of the obligations
                                           under the Hedge Agreements to which
                                           it is a party provided that M to M
                                           will be a positive number if it
                                           represents a liability of the
                                           Partnership, Holdco or TXU
                                           Electricity (as the case may be) to
                                           the Hedge Counterparty and a negative
                                           number if it represents a liability
                                           of the Hedge Counterparty to the
                                           Partnership, Holdco or TXU
                                           Electricity (as the case may be).
<PAGE>
10
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                                            Unpaid Amounts is any amount due and
                                           payable but unpaid under the Hedge
                                           Agreements to which it is a party
                                           provided that Unpaid Amounts will be
                                           a positive number if it represents
                                           amounts owing by the Partnership,
                                           Holdco or TXU Electricity (as the
                                           case may be) to the Hedge
                                           Counterparty and a negative number if
                                           it represents amounts due and payable
                                           but unpaid by the Hedge Counterparty
                                           to the Partnership, Holdco or TXU
                                           Electricity (as the case may be),

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

                                 Hedge Liabilities means all present and
                                 future liabilities (actual or contingent)
                                 payable or owing by the Partnership, Holdco and
                                 TXU Electricity to a Hedge Counterparty or any
                                 of them under or in connection with the Hedge
                                 Agreements, whether or not matured and whether
                                 or not liquidated, together in each case with:

(a) any novation, deferral or extension of any of those liabilities permitted by
the terms of this deed;

(b) any claim for damages or restitution arising out of, by reference to, or in
connection with, any of the Hedge Agreements;

(c) any claim, flowing from any recovery by the Partnership, Holdco or TXU
Electricity or a receiver or liquidator appointed to the Partnership, Holdco or
TXU Electricity or any other person of a payment or discharge in respect of any
of those liabilities on grounds of any insolvency provision or otherwise; and

(d) any amount (such as post-insolvency interest) which would be included in any
of the above but for any discharge, non-provability, unenforceability or
non-allowability of the same as a result of any insolvency provisions.

                                 Hedging Policy means the hedging policy of the
                                 Group under which the Borrower will notionally
                                 allocate interest-bearing Indebtedness of the
                                 Group against either the assets used in the
                                 Networks Business or against other assets ,
                                 subject to the following provisos:

(a) at least 50% of Interest on Indebtedness allocated to Networks Business
assets shall be hedged to correspond with the periodic Networks Business tariff
reviews (whereby interest rates applied to the tariffs are currently reset every
5 years); and

(b) at least 50% of Interest on Indebtedness allocated to other assets shall be
fixed for a period of at least three years.

                                 Holdco means TXU Australia Holdings Pty Ltd
                                 (ABN 97 086 006 859).

                                 Holdco - TXUA Loan Agreement means the loan
                                 agreement dated 24 February 1999 between Holdco
                                 (as lender) and TXUA (as borrower) as amended
                                 by a deed dated on or about 22 February 2000.

                                 Indebtedness means any debt or other
                                 monetary liability (whether actual or
                                 contingent) in respect of moneys borrowed or
                                 raised or any financial accommodation
                                 (including in respect of any moneys raised from
                                 the sale or securitisation of any receipts or
                                 receivables) whatever, or in the case of
                                 paragraph (h) below, a Derivative Transaction,
                                 including a debt or liability under or in
                                 respect of any:
<PAGE>
11
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(a) Bill, bond, debenture, note or similar instrument including any accretion to
principal (calculated on an accruals basis) under the terms of any CPI linked
indexed bonds;

(b) acceptance, endorsement or discounting arrangement;

(c) guarantee granted by a financial institution guaranteeing the payment of a
debt (the "guaranteed debt"), in which case the guaranteed debt will not be
included;

(d) finance lease or sale and leaseback (and for the purposes of clause 6.6(o)
("Negative undertakings - leases"), operating lease);

(e) deferred purchase price (for more than 180 days) of any asset or service;

(f) obligation to deliver goods or provide services paid for in advance by any
financier or in relation to any other financing transaction;

(g) amount of capital and premium payable or in connection with the reduction of
any preference shares or any amount of purchase price payable for or in
connection with the acquisition of redeemable preference shares;

(h) Derivative Transaction including any accretion to principal under the terms
of any CPI swaps; or

(i) guarantee, indemnity or guarantee and indemnity,

                                 and irrespective of whether the debt or
                                 liability is owed or incurred alone or
                                 severally or jointly or both with any other
                                 person. For the purpose of calculating the
                                 principal amount of any Indebtedness under:

                                  (a)        any securitisation of receipts or
                                             receivables, the principal amount
                                             shall be taken to be the discounted
                                             amount of proceeds paid in exchange
                                             for the receipts or receivables;
                                             and

                                 (b)         any finance lease or sale and
                                             leaseback, the aggregate portion of
                                             all rental in the nature of
                                             principal.

                                 Infrastructure means:

(a) all gas transmission and distribution pipes, and all other plant and
equipment used in the reticulation, transmission or metering of gas which, in
its ordinary use, is located in a fixed position wherever located, but excludes
motor vehicles and mobile plant owned or leased by the Group; and

(b) all electricity transmission and distribution lines, power poles,
underground cables, stations, sub-stations, switchyard equipment and all other
plant and equipment used in the reticulation, transformation or metering of
electrical power, which in its ordinary use, is located in a fixed position
wherever located, but excludes motor vehicles and mobile plant owned or leased
by the Group; and

(c) all Easements.

                                 Infrastructure Asset means any asset which
                                 forms part of the Infrastructure.
<PAGE>
12
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                                 Insolvency Event means the happening of any
                                 of these events:

(a) an order is made that an entity be wound up; or

(b) an application is made to a court that an entity be wound up or for an order
appointing a liquidator or provisional liquidator in respect of an entity (and
is not stayed or dismissed within 14 days) unless the entity satisfies the
Trustee (acting on the instructions of the Majority of Senior Creditors) within
14 days of it being made that the application is frivolous or vexatious; or

(c) a liquidator or provisional liquidator is appointed in respect of an entity,
whether or not under a court order;

(d) except to reconstruct or amalgamate while solvent on terms approved by the
Trustee (acting on the instructions of the Majority of Senior Creditors), an
entity enters into, or resolves to enter into, a scheme of arrangement, deed of
company arrangement or composition with, or assignment for the benefit of, all
or any class of its creditors, or it proposes a reorganisation, moratorium or
other administration involving any class of its creditors; or

(e) an entity resolves to wind itself up, or otherwise dissolve itself, or gives
notice of intention to do so, except to reconstruct or amalgamate while solvent
on terms approved by the Trustee (acting upon the instructions of the Majority
of Senior Creditors) or is otherwise wound up or dissolved; or

(f) a Controller is appointed to or over all or any part of the assets or
undertaking of the entity or the holder of any Security Interest takes
possession of any asset of the entity; or

(g) an entity is or is deemed by law or a court to be insolvent; or

(h) an entity takes any steps to obtain protection or is granted protection from
its creditors, under any applicable legislation or an administrator is appointed
to an entity or steps are taken by the directors of the entity to make such an
appointment; or

(i) anything analogous or having a substantially similar effect to any of the
events specified above happens under the law of any applicable jurisdiction.

                                 Intercompany Loan Agreement means each of:

(a) the ALP Loan Agreement;

(b) the Holdco - TXUA Loan Agreement;

(c) the TXUA - TXU8 Loan Agreement; and

(d) the TXU8 Loan Agreement.

                                 Intercompany Loan Debt means any amount
                                 actually or contingently owing under or in
                                 connection with an Intercompany Loan Agreement.

                                 Interest includes, in relation to any
                                 principal or other amount of Indebtedness,
                                 interest, fees, commissions and charges and any
                                 other amounts in the nature of interest or the
                                 payment of which has a similar effect or
                                 purpose to the payment of interest.

                                 Interest Payment Date has the meaning given
                                 to that term in any Senior Finance Document.

                                 Junior Creditor means each of:
<PAGE>
13
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(a) the General Partner and each of the Limited Partners;

(b) TXUA;

(c) TXU; and

(d) any other person who is owed Qualifying Subordinated Debt or Subordinated
Guarantee Debt.

                                 Junior Debt means each of:

(a) the TXU Subordinated Loan;

(b) the Subordinated Convertible Loan;

(c) the Intercompany Loan Debt of TXU8 under the TXUA-TXU8 Loan Agreement;

(d) any Qualifying Subordinated Debt and any amount (including, without
limitation, Interest) actually or contingently owing to a Junior Creditor under
or in connection with any Qualifying Subordinated Debt; and

(e) any Subordinated Guarantee Debt.

                                 Junior Finance Document means the TXU
                                 Subordinated Loan, the Subordinated Convertible
                                 Loan, this deed, any document which is
                                 nominated as a Junior Finance Document in any
                                 New Creditor Accession Deed or Deed of
                                 Subordination, any document which creates or
                                 acknowledges Qualifying Subordinated Debt,
                                 any guarantee and indemnity of any Qualifying
                                 Subordinated Debt and any other instrument
                                 connected with any of them.

                                 Licence means the:

(a) distribution licence issued pursuant to the Gas Industry Act 1994 (Vic) with
effect from 11 December 1997, as amended and transferred to TXU Networks (Gas);

(b) distribution licence issued to TXU Electricity pursuant to the Electricity
Industry Act 1993 (Vic) in effect from 3 October 1994, as amended;

(c) gas retail licence issued pursuant to the Gas Industry Act 1994 (Vic) with
effect from 11 December 1997, as amended and transferred to TXU Pty Ltd;

(d) electricity retail licence issued to TXU Electricity pursuant to the
Electricity Industry Act 1993 (Vic) with effect from 3 October 1994, as amended;

(e) generation licence issued to TXU (South Australia) Pty Ltd in relation to
the Torrens Island Power Station pursuant to the Electricity Act 1996 (SA); and

(f) any other Licence granted to any Obligor to replace or substitute any of the
above Licences.

                                 Limited Partners means each of TXU Australia
                                 (LP) No. 1 Limited (ARBN 086 406 733) and
                                 TXU Australia (LP) No. 2 Limited
                                 (ARBN 086 406 724).

                                 Limited Recourse Debt means Project Debt
                                 incurred by a member of the Group which, as a
                                 matter of contract, binding all relevant
                                 parties at the time it is incurred and at all
                                 times before Completion:
<PAGE>
14
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(a) will automatically become Non-Recourse Debt upon Completion; or

(b) the member of the Group will cease to be liable to pay or repay upon
Completion (and no other member of the Group becomes so liable unless the debt
is Non-Recourse Debt),

                                 in either case, without the need for any
                                 further act of or by any party.

                                 If, for any reason:

(c) at any time before Completion, the condition described in (a) or (b) (as the
case may be) ceases to apply; or

(d) at Completion, the debt does not become Non-Recourse Debt, or a member of
the Group remains liable to pay or repay the debt (as the case may be); or

(e) at any time after Completion, the debt either ceases to be Non-Recourse Debt
or a member of the Group becomes liable to pay it (as the case may be); or

(f) despite Completion not having occurred within the terms of the relevant
document, the relevant party or parties either deem Completion to have occurred
or waive the requirement to satisfy the terms of the relevant document regarding
the concept of Completion,

                                 then the debt will automatically at that time
                                 cease to be "Limited Recourse Debt".

                                 Loan Note has the meaning given to that term in
                                 any Senior Finance Document.

                                 Loan Note Subscription Agreement means the loan
                                 note subscription agreement between the
                                 Borrower, the Financiers (as defined in that
                                 agreement) and the Syndicated Facilities Agent
                                 dated on or about the date of the Amending
                                 Deed.

                                 Loss includes any consequential loss, and any
                                 costs, liability, claim, suit, proceeding,
                                 cause of action, demand or action.

                                 Majority of Senior Creditors means at any time:

(a) if no Event of Default subsists, Senior Creditors (other than Hedge
Counterparties), the Amount Owing to whom exceeds 66?% of the total Amount Owing
to all Senior Creditors; and

(b) if an Event of Default subsists, Senior Creditors the Amount Owing to whom
exceeds 66?% of the total Amount Owing to all Senior Creditors.

                                 Master Hedge Agreement means the master hedge
                                 agreement between TXU Electricity and AES
                                 Transpower Holdings Pty Ltd dated 6 May 1999.


                                 Material Adverse Effect means a material
                                 adverse effect on:

(a) the legality, validity or enforceability of a Finance Document or an
Intercompany Loan Agreement; or

(b) an Obligor's ability to observe its obligations under any Finance Document
or an Intercompany Loan Agreement; or

(c) the rights of a Senior Creditor under a Senior Finance Document.
<PAGE>
15
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                                 Material Operating Subsidiary means each
                                 Subsidiary of the TXUA Parent (other than the
                                 Borrower) which, has not been designated as an
                                 Unrestricted Subsidiary and:

(a) contributes or in the current or following Financial Year is likely to
contribute more than 10 % of the EBITDA of the TXUA Parent and its Restricted
Subsidiaries; or

(b) the book value of the assets of which are more than $100,000,000 provided
that the value of any shares held by any Restricted Subsidiary in any other
Subsidiary shall not be included for the purposes of this definition,

                                 unless the Subsidiary has been released from
                                 its obligations under this deed in accordance
                                 with this deed. For the avoidance of doubt as
                                 at the Debt Refinance Date each of TXU
                                 Electricity, TXU Pty Ltd, TXU Networks (Gas),
                                 TXU Gas Storage and TXU (South Australia) Pty
                                 Ltd is a Material Operating Subsidiary.

                                 MSO Rules has the meaning given in the Gas
                                 Industry Act 1994.

                                 National Electricity Code has the meaning
                                 given to the word "Code" in the National
                                 Electricity Law.

                                 NEMMCO means the National Electricity Market
                                 Management Company Limited
                                 (ABN 94 072 010 327).

                                 Networks Business means that part of the Core
                                 Business which involves the transmission and
                                 distribution of energy products by utilisation
                                 of the Infrastructure and ancillary assets.

                                 New Creditor means a person who becomes a
                                 Senior Creditor or Junior Creditor by acceding
                                 to this deed after the date of this deed.

                                 New Creditor Accession Deed means a deed in
                                 or substantially in the form of schedule 4.

                                 New Guarantee means the Guarantee and
                                 Indemnity dated 11 December 2003, made between
                                 the Partnership, TXU8 and National Australia
                                 Bank Limited, the benefit of which was or will
                                 be assigned to the Trustee in accordance with
                                 the Amending Deed.

                                 New Obligor Accession Deed means a deed in
                                 or substantially in the form of schedule 7.

                                 Non-Recourse Debt means any Project Debt if,
                                 and for so long as:

(a) the person to whom the Project Debt is owed (or any agent or trustee on that
person's behalf) does not have recourse (whether by way of execution, set-off or
otherwise) to any member of the Group or its assets for the payment or repayment
of the Project Debt other than to assets which the Security Interest ("Project
Securities") securing that Project Debt are permitted to extend to under item
(g) of the definition of Permitted Security Interest (that person, and any agent
or trustee on that person's behalf, being a "Non-Recourse Finance Party"); and

(b) the Non-Recourse Finance Party may not seek to wind up or place into
administration, or pursue or make a claim in the winding up or administration
of, any member of the Group to recover or to be repaid that Project Debt; and
<PAGE>

16
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(c) the Non-Recourse Finance Party cannot obtain specific performance or a
similar remedy with respect to any obligation of a member of the Group to pay or
repay that Project Debt; and

(d) the Non-Recourse Finance Party and any receiver, receiver and manager, agent
or attorney appointed under the Project Securities, may not incur a liability on
behalf of, or for the account of, a member of the Group which liability itself
is not subject to the above paragraphs as if references to Project Debt in those
paragraphs included that liability.

                                It includes any Project Debt if:

(e) all or substantially all of the assets of the only Group member or members
to which the Non-Recourse Finance Party may have recourse for the payment or
repayment of that Project Debt, comprises assets encumbered by Project
Securities; and

(f) where the Non-Recourse Finance Party may have recourse to assets of other
Group members which are subject to Project Securities but which do not fit the
description in (e), such Project Debt would otherwise comprise Non-Recourse Debt
under paragraphs (a) to (d) inclusive above.

                                Obligor means:

(a) the TXUA Parent;

(b) the Borrower, the Partnership and each of the TXUA Parent's other Restricted
Subsidiaries (which as at the date of the Amending Deed are listed in schedule
1); and

(c) any other person which executes a New Obligor Accession Deed from time to
time,

                                 unless the person has been released from its
                                 obligations under this deed in accordance with
                                 this deed.

                                 For the avoidance of doubt, the parties agree
                                 that TXU is not an Obligor.

                                 ORG means the Office of the Regulator-General
                                  established under the Office
                                 of the Regulator-General Act 1994 or its
                                 equivalent established in any jurisdiction
                                 other than Victoria.

                                 Original Guarantee means the Guarantee and
                                 Indemnity dated 24 February 1999 made between
                                 the Partnership, Holdco, TXU8 and TXU9 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 the Trustee in accordance
                                 with the Amending Deed.

                                 Partnership means the TXU Australia Holdings
                                 (Partnership) Limited Partnership, comprised of
                                 the General Partner and the Limited Partners.

                                 Partnership Deed means the deed dated 27
                                 January 1999 between the General Partner and
                                 the Limited Partners establishing the
                                 Partnership, as amended by deeds dated 23
                                 February 1999, 16 May 2000 and 31 May 2000.

                                 Permitted Disposal means:

(a) any disposal for fair value of obsolete assets which are no longer required
for the operation of the business in accordance with Good Operating Practice;

<PAGE>
17
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(b) the disposal of assets in exchange for other assets of comparable value and
utility;

(c) any disposal of an asset provided that the aggregate value of all assets
disposed of by the TXUA Parent or any of its Restricted Subsidiaries in any
Financial Year (excluding disposals permitted under any other paragraph of this
definition) does not exceed 10% of the total assets of the TXUA Parent and its
Restricted Subsidiaries (as measured by reference to the audited consolidated
Financial Statements for the previous Financial Year);

(d) any disposal of an asset which would not comply with paragraph (c) of this
definition, provided that the aggregate value of all such assets disposed of by
the TXUA Parent and its Restricted Subsidiaries in any Financial Year (excluding
disposals permitted under any other paragraph of this definition) does not
exceed 20% of the total assets of the TXUA Parent and its Restricted
Subsidiaries (as measured by reference to the audited consolidated Financial
Statements for the previous Financial Year); and provided that the proceeds of
disposal are:

(i) used to repay all or part of the Amount Owing to the Senior Creditors; or

(ii) otherwise utilised in the Core Business, and such proceeds are not
available to make distributions to shareholders of the TXUA Parent or payments
on Qualifying Subordinated Debt;

(e) disposals and acquisitions within the Group between Obligors;

(f) disposals of assets in the ordinary course of business.

                              Permitted Indebtedness means in relation to the
                              Restricted Subsidiaries (other than the Borrower):

(a) any Indebtedness incurred by the Guarantors under the Guarantees or under
any other guarantee and indemnity of any Consolidated Senior Debt; or

(b) any Indebtedness under the Intercompany Loan Agreements; or

(c) any Subordinated Guarantee Debt; or

(d) any Indebtedness under any Transactional Banking Agreement; or

(e) any guarantee and/or indemnity issued by an Obligor in relation to the
obligations of another Obligor provided those obligations are or have been
incurred in the ordinary course of the Core Business; or

(f) any Indebtedness of the Partnership under or in relation to:

(i) the Partnership MTNs, being the:

                             (B) $275 million of credit wrapped floating rate
                             medium term notes maturing on September 2007; and

                             (C) $200 million of credit wrapped fixed rate
                              medium term notes maturing on September 2005;

(i) any commercial paper issued by the Partnership under the commercial paper
programme existing as at the date of the Amending Deed provided all such
commercial paper is fully repaid by 31 December 2004;

(ii) the MBIA Reimbursement Agreement dated 11 September 2000 between the
Partnership, the Borrower, TXU8 and MBIA Insurance Corporation;

<PAGE>
18
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(iii) the Partnership 144A Notes being the notes issued by the Partnership under
the Indenture dated 15 August 2000 between the Partnership and the Bank of New
York, as trustee, comprising:

                             (A) US$92,250,000 of 6.75% Senior Notes due 2006;
                                 and

                             (B) US$60,000,000 of 7.25% Senior Notes due 2016;

(iv)the Subordinated Loan Agreement dated 27 March 2002 between the Partnership
and TXU Corp.;

(v) the Subordinated Convertible Loan Agreement dated 13 March 2003 between the
Partnership (as borrower) and the Limited Partners and the General Partner (as
lenders);

(vi) any Hedge Agreement in place solely to manage the interest rate and
currency exposure of the Partnership under the Indebtedness of the Partnership
referred to in this paragraph (f); or

(b) any Indebtedness of TXU Electricity under:

(i) the TXU Electricity 144A Notes being the notes issued by TXU Electricity
under the Indenture dated 1 December 1996 between TXU Electricity and the Bank
of New York, as trustee, and which are still outstanding, comprising:

                             (A) US$157,750,000 of 6.75%
                                 Senior Notes due 2006; and

                             (B) US$40,050,000 of 7.25%
                                 Senior Notes due 2016; or

(ii) Hedge Agreements in place solely to manage the interest rate and currency
exposure of TXU Electricity under the TXU Electricity 144A Notes; or

(c) any Indebtedness under any equipment lease, provided there is no breach of
clause 6.6(o) ("Negative undertakings - leases") of this deed; or

(d) any Indebtedness incurred in the ordinary course of business by a TXU8
Borrower in favour of another TXU8 Borrower; or

(e) the obligation of a TXU8 Borrower to indemnify another TXU8 Borrower in
respect of any payments made by that other TXU8 Borrower to TXU8 under the TXU8
Loan Agreement; or

(f) any Indebtedness by a member of the Group arising from a Project Debt other
than any Indebtedness used to refinance any assets which as at the date of the
Amending Deed are owned by the TXUA Parent or its Restricted Subsidiaries; or

(g) any other Indebtedness approved in writing by the Trustee (acting upon the
instructions of the Majority of Senior Creditors); or

(h) any guarantee and/or indemnity issued by the Partnership or any Restricted
Subsidiary to a third party in relation to the obligations of Retail Energy
Market Company Limited (ABN 15 103 318 556) provided that the aggregate
liability under such guarantees and/or indemnities do not exceed $20,000,000.00.

<PAGE>
19
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         Permitted Security Interest means:

(a) any Security Interest arising by operation of law in the ordinary course of
business securing Taxes which are not yet in arrears and can subsequently be
paid without penalty or which are Contested Taxes;

(b) any Security Interest imposed by statue or arising by operation of law in
the ordinary course of business which does not secure Indebtedness;

(c) any mechanic's, workmen's or any like lien or right of set-off arising in
the ordinary course of business, securing or otherwise relating to Indebtedness
which is not yet overdue or which has been contested or litigated in good faith;

(d) any Security Interest, or any netting or set-off arrangement, in respect of
deposits of money or property, by way of security:

(i) for the performance of any statutory obligation arising in the ordinary
course of business; or

(ii) in the ordinary course of the Group's banking arrangements for the purpose
of netting debit or credit balances;

(e) this deed;

(f) any right of set off arising in favour of NEMMCO or VENCorp over cash
deposits, bank guarantees or similar instruments lodged by any Obligor;

(g) any Security Interest to secure the payment or repayment of a Limited
Recourse Debt or a Non-Recourse Debt with respect to a project or development,
provided that such a Security Interest does not extend to any assets of a Group
member other than:

(i) a Group member's Project Property in respect of the project or development;

(ii) all or any part of the Economic Interest of a member of the Group in a
Project Vehicle and the rights and proceeds derived from that Economic Interest
if:

                                        (A)  the assets of the Project Vehicle
                                             form part of or are directly
                                             connected with the project or
                                             development;

                                        (B)  those assets comprise all or
                                             substantially all of the assets of
                                             the Project Vehicle; and

                                        (C)  where that Economic Interest of the
                                             member of the Group which has
                                             created or proposed to
                                             create the Security Interest is an
                                             indirect Economic Interest held
                                             through interposed persons, the
                                             Economic Interest of each of those
                                             interposed persons in the Project
                                             Vehicle comprises all or
                                             substantially all of the assets of
                                             that person;

(iii) any other assets of the Group member referred to in paragraph (g)(i) or
(ii) if that other asset has a market value of less than A$30,000,000; or

(iv) any combination of the assets, Economic Interest, rights and proceeds
referred to in (g)(ii)(A), (B) or (C) above;

<PAGE>
20
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(h) any collateralisation or transfer of assets, or agreement to do the same by
way of credit support for the obligations of an Obligor in relation to a margin
call component of a Derivative Transaction;

(i) any other Security Interest to secure the performance of tenders, bids,
leases, statutory obligations, surety and appeal bonds, Governmental Agency
contracts, performance and return-of money bonds and other similar obligations
incurred in the ordinary course of business (except as security for
Indebtedness);

(j) any Security Interest securing amounts in connection with workers'
compensation, unemployment insurance and other types of social security;

(k) any Security Interest on or over all or any part of the interest of any
member of the Group in any joint venture to secure that member's obligations and
liabilities to its co-venturers and/or the manager or operator of the joint
venture or their agent, including the revenues and assets derived by the member
from, or employed by the member in, the joint venture, in favour of its
co-venturers;

(l) any Security Interest to secure Indebtedness in which a member of the Group
has paid money or deposited securities with a trustee or depository pursuant to
a defeasance arrangement relating to any Indebtedness comprising capital markets
instruments issued by any member of the Group; and

(m) any other Security Interest approved in writing by the Trustee (acting upon
the instructions of the Majority of Senior Creditors).

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

                                Project Activity means:

(a) the acquisition, development, construction, extension, expansion or
improvement of any asset in which no member of the Group has any Economic
Interest as at the Debt Refinance Date; or

(b) the development, construction, extension, expansion or improvement of any
asset in which a member of the Group has, at the date of the Amending Deed, an
Economic Interest but in respect of which none of those activities have
commenced as at the Debt Refinance Date.

Project Debt means, with respect to a project or development:

(a) Indebtedness comprising all or a substantial part of the price and/or cost
of Project Activities in connection with a project or a development; or

(b) Indebtedness incurred:

(i) before or at the time of carrying out of Project Activities; or

(ii) within 270 days of completion of the last of the Project Activities in
connection with the project or development,

                                       solely for the purpose of financing
                                       or refinancing all or a substantial
                                       part of the price and/or cost of the
                                       Project Activities in connection with
                                       the project or development; or

(c) any Indebtedness incurred solely to refinance any of the above Indebtedness
or incurred under any successive refinancing; or

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(d) any liabilities under Derivative Transactions entered into in connection
with any of the above Indebtedness or any Project Activity; or

(e) interest or amounts in the nature of interest, charges, fees, costs of any
nature (including break costs or costs arising from changes in law), duties,
expenses, currency indemnities, withholding taxes, indirect taxes and other
similar indebtedness (however described) which, in any case, is or are incurred
or payable in connection with any of the above; or

(f) any guarantee or indemnity securing payment or repayment of any of the above
amounts (but not any other Indebtedness),

                                  but does not for the avoidance of doubt
                                  include, (without the consent of the Trustee,
                                  acting upon the instructions of the Majority
                                  of Senior Creditors) any Indebtedness which is
                                  used to refinance any assets which as at the
                                  date of the Amending Deed are owned by the
                                  TXUA Parent or its Restricted Subsidiaries.

Project Property means a Group member's assets used solely or predominantly in,
or generated by, any Project Activities for a project or development including:

(a) assets forming part of or connected with or derived from that project or
development; and

(b) proceeds derived from other Project Property relating to that project or
development.

Project Vehicle means an entity which is established for the purposes
of, and confines its business operations solely to, owning or producing Project
Property, carrying out Project Activities and incurring Project Debt.

                                 Properties means all properties or premises
                                 leased, occupied or used or owned by an Obligor
                                 at any time.

                                 Qualifying Subordinated Debt means the
                                 principal amount (excluding capitalised
                                 interest) of any Indebtedness of the Borrower
                                 or of the TXUA Parent which is subordinated on
                                 the same terms as Junior Debt is subordinated
                                 under this deed and:

(a) in respect of which the creditor (or a trustee or agent for the creditor)
has executed and delivered to the Trustee a New Creditor Accession Deed; or

(b) in respect of which the creditor (or a trustee or agent for the creditor)
has either:

(i) executed and delivered to the Trustee a Deed of Subordination; or

(ii) demonstrated to the absolute satisfaction of the Trustee and in a manner
approved by the Trustee that the Indebtedness is subordinated on substantially
the same terms as Junior Debt is subordinated under this deed,

                                 and in respect of which the Trustee has
                                 received from lawyers reasonably approved by
                                 the Trustee a legal opinion in form and
                                 substance acceptable to the Trustee in
                                 connection with the obligations of the creditor
                                 as a subordinated creditor.

                                 Recovered Money means the aggregate amount
                                 received in accordance with clause 8
                                 ("Distribution of Recovered Money") which has
                                 not been distributed under this deed.
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                                 Recovered Money Distribution Date means a
                                 day on which Recovered Money is available for
                                 distribution in accordance with clause 8
                                 ("Distribution of Recovered Money").

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

                                 Relevant Junior Debt means, in respect of a
                                 Junior Creditor, the Junior Debt in respect of
                                 that Junior Creditor.

                                 Relevant Senior Creditor has the meaning
                                 given in clause 3.30 ("Funds before acting").

                                 Relevant Senior Debt means, in respect of a
                                 Senior Creditor, the Senior Debt in respect of
                                 that Senior Creditor.

                                 Required Restricted Subsidiary means any
                                 Subsidiary of the TXUA Parent that is from time
                                 to time designated as or deemed to be a
                                 "Required Restricted Subsidiary" pursuant to
                                 clause 6.5 ("Restricted and Unrestricted
                                 Subsidiary Undertakings").

                                 Restricted Subsidiary means any Subsidiary
                                 of the TXUA Parent that is designated from time
                                 to time as, or deemed to be, a "Restricted
                                 Subsidiary" pursuant to clause 6.5 ("Restricted
                                 and Unrestricted Subsidiary Undertakings")and
                                 includes, for the avoidance of doubt, any
                                 Required Restricted Subsidiary.

                                 Security Interest means any security for the
                                 payment of money or performance of obligations
                                 including a mortgage, charge, lien, pledge,
                                 trust or power.

                                 Senior Creditors means:

(a) the Trustee;

(b) the Syndicated Facilities Agent;

(c) each Financier;

(d) each Hedge Counterparty;

(e) each Transactional Bank; and

(f) any other person who has provided Indebtedness (which does not constitute
Subordinated Indebtedness) to the TXUA Parent or any of its Restricted
Subsidiaries and has agreed with the Obligors and the Trustee to be bound by the
terms of this deed and has executed and delivered to the Trustee a New Creditor
Accession Deed in accordance with clause 13 ("Change in Creditors").

                                 Senior Debt means any amount actually or
                                 contingently owing under or in connection with
                                 the Senior
                                 Finance Documents, whether or not then due and
                                 payable.

                                 Senior Finance Document means each of:

(a) this deed;

(b) the Amending Deed;

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23
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(c) the Loan Note Subscription Agreement;

(d) each Deed Poll;

(e) the Loan Notes;

(f) the Working Capital Facility Agreement;

(g) each Transactional Banking Agreement;

(h) each Guarantee;

(i) each Hedge Agreement to which a Hedge Counterparty is a party;

(j) any document nominated as a Senior Finance Document in any New Creditor
Accession Deed; and

(k) any other document which an Obligor and the Trustee agree in writing is to
be a Senior Finance Document and any other instrument connected with any of
them.

                                 Share means:

(a) in respect of a Senior Creditor and a day, the same proportion
(expressed as a percentage (rounded (if necessary) to the
nearest two decimal places)) as the proportion which the
Amount Owing to that Senior Creditor on that day bears to the
aggregate Amount Owing on that day to all the Senior
Creditors; and

     (b)     in respect of a Relevant Senior Creditor and a day, the same
             proportion (expressed as a percentage (rounded (if necessary)
             to the nearest two decimal places)) as the proportion which
             the Amount Owing to that Relevant Senior Creditor on that day
             bears to the aggregate Amount Owing on that day to all the
             Relevant Senior Creditors.

                                 Subordinated Convertible Loan means all
                                 Indebtedness of the
                                 Partnership to the General Partner and the
                                 Limited Partners under the Subordinated
                                 Convertible Loan Agreement between TXU
                                 Australia (LP) No. 1 Limited, TXU Australia
                                 (LP) No.2 Limited, TXU Australia Holdings (AGP)
                                 Pty Ltd (as lenders) and the Partnership (as
                                 borrower), dated 13 March 2003.

                                 Subordinated Guarantee Debt means any
                                 Indebtedness of a Guarantor under a guarantee
                                 and indemnity of any Qualifying Subordinated
                                 Debt provided that the Indebtedness of the
                                 Guarantor is subordinated on the same terms as
                                 Junior Debt is subordinated under this deed
                                 and:

(a) in respect of which the beneficiary of the guarantee and indemnity has
executed and delivered to the Trustee a New Creditor Accession Deed; or

(b) in respect of which the beneficiary of the guarantee and indemnity has
either:

(i) executed and delivered to the Trustee a Deed of Subordination; or

(ii) demonstrated to the absolute satisfaction of the Trustee and in a manner
approved by the Trustee that the Indebtedness is subordinated on substantially
the same terms as Junior Debt is subordinated under this deed,
<PAGE>
24
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                                 and in respect of which the Trustee has
                                 received from lawyers reasonably approved by
                                 the Trustee a legal opinion in form and
                                 substance acceptable to the Trustee in
                                 connection with the obligations of the
                                 beneficiary as a subordinated creditor.

                                 Subordinated Indebtedness means all
                                 liabilities of an Obligor in connection with
                                 any Indebtedness which is fully subordinated to
                                 the interests of the Senior Creditors.

                                 Subsidiary of an entity means:

(a) another entity which is a subsidiary of the first within the meaning of part
1.2 division 6 of the Corporations Act 2001 (C'th); or

(b) another entity which is a subsidiary of or otherwise controlled by the first
within the meaning of any approved accounting standard; or

(c) in relation to the Partnership, a corporation which is owned or controlled
by the Partnership,

                                 and for the purposes of the Transaction
                                 Documents, the Partnership will be deemed to be
                                 a Subsidiary of the TXUA Parent and a "body
                                 corporate" for the purposes of part 1.2
                                 division 6 of the Corporations Act 2001 (C'th).

                                 Surety means a person (other than an
                                 Obligor) which at any time is liable by
                                 guarantee or otherwise alone or jointly, or
                                 jointly and severally, to pay or indemnify
                                 against non-payment of the Senior Debt or
                                 Junior Debt.

                                 Syndicated Facilities Agent means Australia
                                 and New Zealand Banking Group Limited (ABN 11
                                 005 357 522) or any successor agent appointed
                                 by the relevant Financiers under the Loan Note
                                 Subscription Agreement from time to time.

                                 Systems means for an entity, centralised and
                                 decentralised hardware, software and networks
                                 (including interfaces, data storage and
                                 equipment with embedded computer chips or
                                 logic) used by an entity.

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

                                 Torrens Island Power Station means the
                                 Torrens Island electricity generating power
                                 stations A and B located at Torrens Island,
                                 South Australia and leased by TXU (South
                                 Australia) Pty Ltd under a lease from a South
                                 Australian Governmental Agency.

                                 Total Capitalisation means, in relation to the
                                 TXUA Parent and its Restricted Subsidiaries and
                                 with respect to any Calculation Period ending
                                 on a Calculation Date, the aggregate of
                                 Consolidated Net Worth and Consolidated Senior
                                 Debt.

                                 Total Group Assets means the aggregate of all
                                 of the non-current assets (less receivables,
                                 deferred expenses, prepayments and future
                                 income tax benefits but including positive
                                 goodwill) of the TXUA Parent and its Restricted
                                 Subsidiaries (excluding Project Property and
                                 any Economic Interest in any Project Vehicle)
                                 on a consolidated basis.
<PAGE>
25
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                                 Total Network Assets means the aggregate of all
                                 of the non-current assets (less receivables,
                                 deferred expenses, prepayments and future
                                 income tax benefits but including positive
                                 goodwill) of the TXUA Parent and its Restricted
                                 Subsidiaries (excluding Project Property and
                                 any Economic Interest in any Project Vehicle)
                                 on a consolidated basis which are used to carry
                                 on the Networks Business.

                                 Transaction Documents means each Finance
                                 Document, the Intercompany Loan Agreements, the
                                 Partnership Deed, any document which an Obligor
                                 acknowledges in writing to be a Transaction
                                 Document, and any other document connected with
                                 any of them.

                                 Transactional Bank means any financial
                                 institution which provides a Transactional
                                 Banking Facility to any Obligor and which is a
                                 Financier or has agreed with the Obligors and
                                 the Trustee to be bound by the terms of this
                                 deed and has executed and delivered to the
                                 Trustee a New Creditor Accession Deed.

                                 Transactional Banking Agreement means any
                                 agreement in force from time to time between
                                 any Obligor and a Transactional Bank setting
                                 out the terms and conditions applicable to a
                                 Transactional Banking Facility.

                                 Transactional Banking Facility includes any
                                 of the following:

(a) overdraft, credit card, equipment lease, bank guarantee, insurance bond or
similar facility; and

(b) payroll, cheque encashment, merchant arrangements and tape negotiation
advice and same-day transaction, funds transfer, direct debit and payment and
settlement facilities which are provided by a bank, and where relevant, are
settled between an Obligor and that bank within the same day.

                                 Trust Fund means the amount held by the Trustee
                                 under clause 2.1 together with any other
                                 property which the Trustee acquires to hold on
                                 the trusts of this deed including, without
                                 limitation, any Security Interest which it
                                 executes after the date of this deed in its
                                 capacity as trustee of the trust established
                                 under this deed and any property which
                                 represents the proceeds of sale of any such
                                 property or proceeds of enforcement of any
                                 Security Interest.

                                 TXU means TXU Corp., a corporation organised
                                 under the laws of the State of Texas, United
                                 States of America and having an office at
                                 Energy Plaza, 1601 Bryan Street, Dallas, Texas
                                 75201, United States of America.

                                 TXUA means TXU Australia Pty Ltd (ACN 071
                                 611 017).

                                 TXUA Parent means TXU Australia Group Pty
                                 Ltd (ABN 96 104 896 497).

                                 TXUA-TXU8 Loan Agreement means the loan
                                 agreement dated 24 February 1999 between TXUA
                                 (as lender) and TXU8 (as borrower) as amended
                                 by a deed dated on or about 22 February 2000.
<PAGE>
26
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                                 TXU Gas Storage means TXU Gas Storage Pty
                                 Ltd (ABN 71 079 089 311) (formerly known as
                                 Western Underground Gas Storage Pty Ltd).

                                 TXU8 means TXU (No. 8) Pty Ltd
                                 (ACN 085 235 776).

                                 TXU8 Borrower means each Obligor other than
                                 TXUA Parent, the Partnership, the Borrower and
                                 TXUA.

                                 TXU8 Loan Agreement means the agreement
                                 dated on or about 22 February 2000 between TXU8
                                 (as lender) and the TXU8 Borrowers (as
                                 borrowers).

                                 TXU9 means TXU (No. 9) Pty Ltd
                                 (ACN 085 235 801).

                                 TXU Electricity means TXU Electricity Limited
                                 (ACN 064 651 118) (formerly known as Eastern
                                 Energy Limited).

                                 TXU Electricity 144a Notes means the notes
                                 issued by TXU Electricity under the Indenture
                                 dated 1 December 1996 between TXU Electricity
                                 and The Bank of New York, as trustee, and which
                                 are still outstanding comprising US$157,750,000
                                 6.75% Senior Notes due 2006 and US$40,050,000
                                 7.25% Senior Notes due 2016.

                                 TXU Networks (Gas) means TXU Networks (Gas)
                                 Pty Ltd (ABN 43 086 015 036) (formerly known as
                                 Westar Pty Ltd).

                                 TXU Pty Ltd means TXU Pty Ltd (ABN 99 086
                                 014 968) (formerly known as Kinetik
                                 Energy Pty Ltd).

                                 TXU Subordinated Loan means all Indebtedness
                                 of the Partnership to TXU under the
                                 Subordinated Loan Agreement between TXU (as
                                 lender) and the Partnership (as borrower) dated
                                 27 March 2002.

                                 TXU Torrens Island means TXU Torrens Island Pty
                                 Ltd (ABN 67 081 074 197)

                                 Unrestricted Subsidiary means any Subsidiary
                                 of the TXUA Parent that is designated as or
                                 deemed from time to time to be an "Unrestricted
                                 Subsidiary" pursuant to clause 6.5 ("Restricted
                                 and Unrestricted Subsidiary Undertakings").

                                 VENCorp means Victoria Energy Networks
                                 Corporation, a statutory authority incorporated
                                 under the Gas Industry Act 2001 (Vic).

                                 Working Capital Facility Agreement means the
                                 agreement of that name between the Borrower,
                                 Australia and New Zealand Banking Group Limited
                                 and Commonwealth Bank of Australia dated on or
                                 about the date of the Amending Deed.

12.2     In this deed, unless the contrary intention appears:

         (a) a reference to this deed or another instrument includes any
             variation or replacement of any of them;

         (b) a reference to a statute, ordinance, code or other law
             includes regulations and other instruments under it and
             consolidations, amendments, re-enactments or replacements of
             any of them;
<PAGE>
27
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        (c)  the singular includes the plural and vice versa;

        (d)  the word "person" includes a firm, an entity, an
             unincorporated association or an authority;

        (e)  a reference to a person includes a reference to the person's
             executors, administrators, successors, substitutes (including,
             without limitation, persons taking by novation) and assigns;

       (f)   an agreement, representation or warranty on the part of or in
             favour of two or more persons binds or is for the benefit of
             them jointly and severally but an agreement or warranty of a
             Creditor or the Creditors binds that Creditor or Creditors
             severally only;

       (g)   a reference to any thing (including without limitation, any
             amount) is a reference to the whole and each part of it and a
             reference to a group of persons is a reference to all of them
             collectively, to any two or more of them collectively and to
             each of them individually; and

       (h)   an accounting term is a reference to that term as it is used
             in Australian Accounting Standards.

12.3   Headings are inserted for convenience and do not affect the
       interpretation of this deed.

12.4   If a Senior Finance Document requires or permits any act, matter or
       thing to be done by the Partnership, that act, matter or thing must be
       done by TXU Australia Holdings (AGP) Pty Ltd as general partner in the
       TXU Australia Holdings (Partnership) Limited Partnership and, once
       done, will be deemed to bind:

      (a)    the TXU Australia Holdings (Partnership) Limited Partnership; and

      (b)    each of the partners in the TXU Australia Holdings (Partnership)
             Limited Partnership in accordance with the Partnership Deed.
<PAGE>
28
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13       Declaration of trust

13.1     The Trustee declares that it holds the sum of A$10 and will hold the
         Trust Fund on trust at any time for itself and the
         persons who are Senior Creditors at that time.

13.2     The trust established under this deed commences on the date of this
         deed and unless determined earlier is to end on the day
         prior to the eightieth anniversary of the date of this deed.

13.3     The perpetuity period applicable to the trust established under this
         deed is the period of 80 years commencing on the date of this deed.

13.4     The trust established under this deed is to be known as the
         TXU Australia Holdings Trust.

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14       Duties, Powers and Rights of Trustee

Authority of Trustee

14.1     The Trustee is appointed to enter into and act as trustee for the
         Senior Creditors under the Senior Finance Documents to
         which it is a party.

Extent of authority and obligations

14.2     Each Senior Creditor irrevocably authorises the Trustee to:

         (a)      enter into the Senior Finance Documents to which it is
                  intended to be a party; and

         (b)      take action on the Senior Creditor's behalf in accordance with
                  this deed and the other Senior Finance Documents; and

         (c)      exercise the rights and carry out the obligations of the
                  Trustee expressly set out in the Senior Finance Documents and
                  rights, powers and discretions reasonably incidental to them.

                                 To the extent permissible by law, each Senior
                                 Creditor acknowledges that the Trustee has no
                                 obligations, duties or responsibilities except
                                 those expressly set out in the Senior Finance
                                 Documents.

Senior Creditors bound

14.3     Without limiting the liability of the Trustee contemplated by
         clause 3.19 ("Exoneration of Trustee"), each Senior Creditor
         agrees:

         (a)   to be bound by anything properly done or properly not done by
               the Trustee in accordance with this deed, whether or not on
               instructions, and whether or not the Senior Creditor gave an
               instruction or approved of the thing done or not done; and

         (b)   any instruction given to or action taken by the Trustee in
               accordance with this clause 3 ("Duties, Powers and Rights of
               Trustee") is binding on each Senior Creditor and each Senior
               Creditor authorises the Trustee to give any consent and do any
               other matter or thing necessary or appropriate to give effect
               to the instruction.

Excluded roles and duties

14.4     The appointment as trustee does not mean that the Trustee:

         (a)  is a trustee for the benefit of; or

         (b)  is a partner of; or
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         (c)  has a fiduciary duty to, or other fiduciary relationship with,

                                 any Senior Creditor, any Junior Creditor, an
                                 Obligor or any other person, except as
                                 expressly set out in any Senior Finance
                                 Document.

After consultation and instructions
14.5     If the Trustee proposes to act on any of the following matters, it
         agrees to:

         (a)   seek instructions from the Senior Creditors on the
               proposal in accordance with clauses 3.6 ("Matters
               requiring instructions from all Senior Creditors"),
               3.7 ("Matters requiring instructions from a Majority
               of Senior Creditors") or 3.8 ("Matters requiring
               instructions from relevant Senior Creditors") (as the
               case may be); and

        (b)    take the action contemplated (including, without
               limitation, Enforcement Action) if, and only if, it
               receives clear instructions to do so from:

              (i)   all of the Senior Creditors (but in the case of a
                    Senior Creditor that is a Financier, only a Financier
                    to whom there is any Amount Owing, or who has a
                    commitment to provide Indebtedness (even if subject
                    to conditions) under any Senior Finance Document, at
                    the relevant time) - on matters listed in clause 3.6
                    ("Matters requiring instructions from all Senior
                    Creditors");

              (ii)  a Majority of Senior Creditors - on matters listed in clause
                    3.7 ("Matters requiring instructions from a Majority of
                    Senior  Creditors");

              (iii) the relevant Senior Creditors - on the matters listed in
                    clause 3.8 ("Matters requiring instructions from relevant
                    Senior Creditors"); or

              (iv)  either all, or a Majority of Senior Creditors - on
                    matters which the express terms of this deed or the
                    Amending Deed require the Trustee to act on the
                    instructions of either all or a Majority of Senior
                    Creditors (as the case may be).

Matters requiring instructions from all Senior Creditors

14.6     The following matters require instructions from all Senior Creditors
         (but in the case of a Senior Creditor that is a Financier, only a
         Financier to whom there is any Amount Owing, or who has a commitment to
         provide Indebtedness (even if subject to conditions) under any Senior
         Finance Document, at the relevant time):

         (a)      a change to clauses 4, 6.6(a), 6.6(b), 6.6(c), 6.6(m), 6.6(n),
                  6.6(r), 6.7 or 7.2  of this deed and to any defined terms
                  used in those clauses;

         (b)      a discharge or termination of a Guarantee or a release of a
                  Guarantor from a Guarantee or of the Borrower, the
                  Partnership, TXU8 or any Material Operating Subsidiary (unless
                  the Material Operating Subsidiary is being disposed of under a
                  disposal of assets permitted by this deed and the Material
                  Operating Subsidiary does not satisfy paragraph (a) of the
                  definition of "Material Operating Subsidiary") from its
                  obligations under this deed;

         (c)      a change to the definition of Majority of Senior Creditors;
                  and

         (d)      a change to clauses 3.5 to 3.9 or any provision of this deed
                  which requires the consent, approval, agreement or
                  instructions of all or a Majority of Senior Creditors;

         (e)      a change to clause 8 ("Distribution of Received Money");

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         (f)      a release of any property mortgaged or charged under a
                  Security Interest granted to the Trustee;

         (g)      a change to this deed or any other Senior Finance Document to
                  which the Trustee is a party which will increase the monetary
                  obligations of the Senior Creditors; and

         (h)      a change to the annexures to the Amending Deed which affects
                  or will affect any matter contemplated by this clause 3.6 or a
                  change to the Amending Deed (other than the annexures).

Matters requiring instructions from a Majority of Senior Creditors

14.7     The following matters require instructions from a Majority of Senior
         Creditors:

         (a)      a variation of or change to this deed or any other Senior
                  Finance Document to which the Trustee is a party other than a
                  variation or change listed in clause 3.6 ("Matters requiring
                  instructions from all Senior Creditors");

        (b)       the exercise of the Trustee's rights in its capacity as
                  trustee in connection with clause 7 ("Events of Default")
                  (except clause 7.1(a) and clause 7.2(b) in the circumstances
                  set out in clause 3.8 ("Matters requiring instructions from
                  relevant Senior Creditors"));

        (c)       the exercise of the Trustee's rights in its capacity as
                  trustee in connection with the Guarantee other than the
                  discharge or termination of the Guarantee or the release of a
                  Guarantor from the Guarantee (except in the circumstances set
                  out in clause 3.8 ("Matters requiring instructions from
                  relevant Senior Creditors"));

        (d)       the waiver of any breach or other non-performance of
                  obligations (other than the obligations referred to in clause
                  . 3.8 ("Matters requiring instructions from relevant Senior
                  Creditors")) by an Obligor in connection with any Senior
                  Finance Document to which the Trustee is a party or any
                  obligation in any other Senior Finance Document incorporated
                  by reference from this deed;

        (e)       the waiver of any breach or other non-performance of
                  obligations by a Junior Creditor in connection with this deed;
                  and

        (f)       a release of any Obligor (other than the Borrower, the
                  Partnership, TXU8 or an Unrestricted Subsidiary) from its
                  obligations under this deed unless all of the issued shares in
                  the Obligor are being sold, transferred or otherwise disposed
                  of to a person which is not an Obligor or a Related Entity of
                  an Obligor and such sale, transfer or disposal is permitted
                  under paragraph (c) or (d) of the definition of "Permitted
                  Disposal" and does not contravene clauses 6.6(c)(i) or (ii)
                  ("Negative undertakings - disposal of assets") and the Obligor
                  does not satisfy paragraphs (a) or (b) of the definition of
                  "Material Operating Subsidiary"; and

        (g)       a change to the Amending Deed which affects or will affect any
                  matter contemplated by this clause 3.7 (other than a change
                  requiring instructions from all Senior Creditors under clause
                  3.6 (h)).

Matters requiring instructions from relevant Senior Creditors

14.8
        (a)       A waiver by the Trustee of a breach or failure by an
                  Obligor to pay any money payable under a Senior
                  Finance Document requires instructions from the
                  Senior Creditor which is a party to or has the
                  benefit of that Senior Finance Document or if more
                  than one Senior Creditor is a party to or benefits
                  from that Senior Finance Document, the requisite
                  number of Senior Creditors who are required to
                  provide corresponding instructions under that Senior
                  Finance Document.
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        (b)       Any Senior Creditor which is a party to or has the
                  benefit of a Senior Finance Document or if there is
                  more than one Senior Creditor which is a party to or
                  has the benefit of a Senior Finance Document then the
                  requisite number of Senior Creditors who are required
                  to provide instructions under that Senior Finance
                  Document may instruct the Trustee in the exercise of
                  the Trustee's rights in its capacity as trustee in
                  connection with this deed (including, without
                  limitation, under clause 7.2(b) ("Consequences of
                  default")) and the Guarantee following an Event of
                  Default under clause 7.1(a) ("Events of default -
                  payment") in respect of a payment under that Senior
                  Finance Document.

        (c)

                  (i)      Nothing in this clause permits an individual Senior
                           Creditor to instruct the Trustee individually if that
                           Senior Creditor is represented by an agent or trustee
                           and the ability of that Senior Creditor to give
                           instructions or take any individual action is
                           prohibited by any relevant Senior Finance Document.

                 (ii)      If clause 3.8 (c)(i) applies, the Trustee can rely on
                           the relevant agent or trustee as representing the
                           Senior Creditor and need not inquire into the agent's
                           or trustee's authority.

Overriding instructions

14.9     In relation to all matters other than those under clauses 3.6 ("Matters
         requiring instructions from all Senior Creditors") and 3.8 ("Matters
         requiring instructions from relevant Senior Creditors"), a Majority of
         Senior Creditors may instruct the Trustee and, if they do, the Trustee
         agrees to act in accordance with the instructions.

Without consultation or instructions

14.10    Subject to clause 3.11 ("Trustee actions"), in any case where the
         Trustee does not require instructions under clause 3.5 ("After
         consultation and instructions") or does not receive instructions or
         requests under clause 3.9 ("Overriding instructions"), the Trustee may
         exercise its rights in its capacity as trustee for the Senior Creditors
         and observe its obligations in that capacity as it sees fit. It need
         not consult any Senior Creditor before doing so.

Trustee's actions

14.11    Whenever the Trustee:

         (a)      seeks instructions from the Senior Creditors, it agrees to
                  specify a reasonable period within which those instructions
                  are to be given; and

         (b)      receives instructions from a Majority of Senior Creditors or
                  all of them, it agrees to follow them but only in so far as
                  they are in accordance with this deed; and

         (c)      exercises its rights in its capacity as trustee for the Senior
                  Creditors or takes any other action, it agrees, subject to
                  this deed, to act in the interests (based upon the information
                  which it has at the time) of the Senior Creditors taken as a
                  whole.
<PAGE>
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Senior Creditor's instructions

14.12    Whenever a Senior Creditor gives instructions:

         (a) it must do so in accordance with this deed and within any time
             period specified by the Trustee for giving instructions; and

         (b) it authorises the Trustee to give any consent or do any other thing
             appropriate to carry out the instructions.

                         Whenever a Senior Creditor gives instructions
                         which are inconsistent with the instructions
                         of the Majority of Senior Creditors the Senior
                         Creditor consents to the Trustee acting in
                         accordance with the instructions of the
                         Majority of Senior Creditors despite the
                         Senior Creditor's instructions (unless it is a
                         matter requiring instructions from all Senior
                         Creditors under clause 3.6 ("Matters requiring
                         instructions from all Senior Creditors") or
                         relevant Senior Creditors under clause 3.8
                         ("Matters requiring instructions from relevant
                         Senior Creditors") .

                         If a Senior Creditor does not give instructions
                         in relation to Action proposed or recommended
                         by the Trustee within any time period specified
                         by the Trustee, it is taken to have instructed
                         the Trustee to take the proposed or recommended
                         Action.

                         The Trustee need not seek instructions from any
                         Senior Creditor that is a Financier and to whom
                         there is no Amount Owing and who has no
                         commitment (whether or not subject to
                         conditions) to provide Indebtedness under any
                         Senior Finance Document, in each case, at the
                         relevant time.

Trustee's obligations

14.13    The Trustee agrees:


         (a)             (default and review) to notify each Senior Creditor
                         of an Event of Default or Potential Event of Default
                         promptly after the Trustee becomes aware of it; and

         (b)             (material notices received) to give each Senior
                         Creditor promptly after receiving it a copy of each
                         notice or other communication or document which is
                         received from an Obligor in connection with this deed
                         and which the Trustee considers material; and

         (c)             (material notices given) to give each Senior Creditor
                         promptly a copy of any notice or other communication
                         or document which the Trustee gives an Obligor in
                         connection with the Senior Finance Documents and
                         which the Trustee considers material; and

         (d)             (action taken) to give each Senior Creditor promptly
                         a report on anything done after instructions from the
                         Senior Creditors under clauses 3.5 to 3.12; and

         (e)             (default) to give:

                         (i)  notice to any Obligor of the non-payment, in the
                              manner provided in a Senior Finance Document, of
                              any money payable when due under a Senior Finance
                              Document following receipt of written notice of
                              such non-payment from a Senior Creditor which has
                              failed to be paid the money when due, subject to
                              the non-payment not having been waived and
                              otherwise in accordance with clause 3.8
                              ("Matters requiring instructions from relevant
                              Senior Creditors"); and
<PAGE>
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                         (ii) a copy of such notice to each Senior Creditor.

Trustee's awareness of certain events

14.14    The Trustee is taken not to be aware of an Event of Default or
         Potential Event of Default until either:

         (a)      an Authorised Officer of the Trustee who is responsible for
                  the administration of the transactions contemplated by this
                  deed has actual knowledge of sufficient facts to ascertain
                  that an Event of Default or Potential Event of Default has
                  occurred; or

         (b)      the Trustee receives a notice regarding an Event of Default,
                  or Potential Event of Default under clause 6.1(l) ("General
                  undertakings - notify details of Event of Default or Potential
                  Event of Default"), stating that such an Event of Default or
                  Potential Event of Default has occurred.

Trustee may assume compliance

14.15    Until it becomes aware in accordance with clause 3.14 ("Trustee's
         awareness of certain events"), the Trustee may assume that no Event of
         Default or Potential Event of Default has occurred and that the
         Obligors are observing all their obligations in connection with the
         Senior Finance Documents and need not inquire or investigate whether
         that is, in fact, the case.

Limit on disclosure obligations

14.16    Despite anything else in this deed, this deed does not oblige the
         Trustee to disclose information or provide documents relating to an
         Obligor or any other person if the Trustee reasonably believes that to
         do so would constitute a breach of law or duty of confidentiality.

No further obligations

14.17    The Senior Creditors agree that the Trustee has no obligations, other
         than those in clause 3.13 ("Trustee's obligations"),
         either initially or on a continuing basis:

         (a)      to keep itself informed, or to inform a Senior Creditor, about
                  the performance by an Obligor of its obligations under the
                  Senior Finance Documents; or

         (b)      to provide a Senior Creditor with any information or documents
                  with respect to an Obligor (whether coming into its possession
                  before or after accommodation is provided under the Senior
                  Finance Documents).

Individual responsibility of Senior Creditors

14.18    Each Senior Creditor acknowledges for the benefit of the Trustee and
         each of its  Related Entities that the Senior Creditor:

         (a)      has entered into the Senior Finance Documents; and

         (b)      has made and will continue to make its own independent
                  investigation of the business, operations, financial condition
                  and affairs of each Obligor based on documents and information
                  which it considers appropriate and in this regard each Senior
                  Creditor acknowledges that the Trustee is not required to
                  inspect, or keep under review any property or books of any
                  Obligor; and

         (c)      has made and will continue to make its own appraisal of the
                  creditworthiness or status of affairs of each Obligor;
<PAGE>
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         (d)      has made its own assessment and approval of the margin, fees
                  and other return to be obtained under the Senior Finance
                  Documents;

         (e)      has informed itself and will continue to inform itself as to
                  the performance or observance by any Obligor of its
                  obligations under the Senior Finance Documents; and

         (f)      will continue to make its own analysis and decisions (based
                  upon the documents and information) which seem appropriate at
                  the time, in taking or not taking any action under the Senior
                  Finance Documents,

                                 without relying on the Trustee (in whatever
                                 capacity) or any of its Related Entities or on
                                 any other Senior Creditor or on any
                                 representation made by any of them.

Exoneration of Trustee

14.19    Neither the Trustee nor any of its directors, officers, employees,
         agents, attorneys (including an Attorney) or Related Entities is
         responsible or liable to any other party to this deed:

         (a)      because an Obligor or another Senior Creditor fails to perform
                  its obligations under the Senior Finance Documents or another
                  Senior Creditor fails to provide instructions when requested
                  by the Trustee; or

         (b)      for the financial condition or solvency of an Obligor; or

         (c)      because any recital, statement, representation or warranty in
                  a Senior Finance Document is incorrect or misleading in any
                  respect; or

         (d)      for the effectiveness, genuineness, validity, enforceability,
                  admissibility in evidence or sufficiency of the Senior Finance
                  Documents or in any certificate or any document referred to in
                  or provided for in, or received by it, or delivered under or
                  in connection with the Senior Finance Documents; or

         (e)      for acting in accordance with the instructions of a Majority
                  of Senior Creditors or all the Senior Creditors, in accordance
                  with this deed, or in the absence of instructions in
                  accordance with clause 3.10 ("Without consultation or
                  instructions"), or from refraining from acting in accordance
                  with the instructions of a Majority of Senior Creditors or all
                  Senior Creditors, in accordance with this deed;

         (f)      for any loss or damage occurring as a result of the
                  exercising, failing to exercise or purporting to exercise any
                  right, power, authority, discretion or remedy of, or conferred
                  on, the Trustee under the Senior Finance Documents;

         (g)      if it acts upon any instruction purported to have been given
                  by a Majority of Senior Creditors or all Senior Creditors even
                  though it may subsequently be found that there was some defect
                  in the instruction or for any other reason the instruction was
                  not valid or binding upon those Senior Creditors it purports
                  to bind or upon the Trustee.

                                 Without limiting this clause 3.19 ("Exoneration
                                 of Trustee"), the Trustee is not responsible
                                 nor liable to any other party to this deed for
                                 anything done or not done in connection with
                                 the Senior Finance Documents by the Trustee or
                                 its directors, officers, employees, agents,
                                 attorneys (including an Attorney) or Related
                                 Entities except to the extent that the act or
                                 omission amounts to fraud, gross negligence or
                                 wilful misconduct by the Trustee or its
                                 directors, officers, employees, agents,
                                 attorneys (including an Attorney), or Related
                                 Entities.
<PAGE>
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                                 Failure by the Trustee to act due to lack of
                                 instructions or lack of proper or clear
                                 instructions from a Majority of Senior
                                 Creditors or all Senior Creditors does not in
                                 itself amount to fraud, gross negligence or
                                 wilful misconduct of the Trustee.

Trustee in capacity of a Senior Creditor

14.20    If the Trustee is also a Financier or Hedge Counterparty, then in its
         capacity as a Financier or Hedge Counterparty it:

         (a)      has the same rights, obligations, powers and discretions under
                  the Senior Finance Documents as the other Financiers and Hedge
                  Counterparties; and

         (b)      may exercise those rights, powers and discretions and agrees
                  to observe those obligations independently from its role as
                  Trustee as if it were not the Trustee.

Trustee dealing in different capacities

14.21    The Trustee or a Related Entity may:

         (a)      engage in any kind of banking, trust or other business with an
                  Obligor or the Senior Creditors or any of their Related
                  Entities; and

         (b)      accept fees and other consideration from an Obligor or any of
                  the Obligor's Related Entities for services in connection with
                  the Senior Finance Documents or any other arrangement,

                                 despite any conflict of interest, as if it were
                                 not the Trustee and without having to account
                                 to the Senior Creditors for any income or other
                                 benefit it derives in doing so.

                                 The Senior Creditors release the Trustee or a
                                 Related Entity from any obligation it might
                                 otherwise have to them in relation to the
                                 matters set out in this clause 3.21 ("Trustee
                                 dealing in different capacities").

Notice of transfer

14.22    The Trustee may treat each Senior Creditor as the holder or obligor of
         the rights and obligations of that Senior Creditor for all purposes
         under the Senior Finance Documents until a transfer certificate (or
         other notice of the assignment or transfer satisfactory to the Trustee)
         signed by the substitute, assignee or transferee is given to the
         Trustee in accordance with clause 13 ("Change in Creditors").

Senior Creditor to pay over amounts received directly

14.23    If a Senior Creditor receives or recovers an amount due to it under a
         Senior Finance Document after the Trustee has made a declaration under
         clause 7.2(a) ("Consequences of default") (but not clause 7.2(b)
         ("Consequences of default")) other than through distribution by the
         Trustee under this deed, then it agrees to:

         (a)   notify the Trustee promptly; and

         (b)   pay an amount equal to that amount to the Trustee within two
               Business Days after receiving it.
<PAGE>
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                                 If the Senior Creditor receives the amount by
                                 applying a set-off, the set-off occurs when the
                                 Senior Creditor records the set-off in its
                                 books of account.

                                 The amount paid to the Trustee is to be:

         (c)      taken to have been received by the Trustee and not by the
                  Senior Creditor who receives it (and the Amount Owing of that
                  Senior Creditor is to continue to include that amount); and

         (d)      distributed by the Trustee to the parties entitled to it in
                  accordance with their entitlements under this deed.

                                  If the Senior Creditor is obliged to make a
                                  payment under this clause 3.23, the Borrower
                                  indemnifies the Senior Creditor against loss
                                  suffered by the Senior Creditor if the
                                  liability of the entity which made the payment
                                  to the Senior Creditor is held to have been
                                  discharged despite the operation of this
                                  clause.

Pro-rata refunds

14.24    If a Senior Creditor who receives an amount referred to in clause 3.23
         ("Senior Creditor to pay over amounts received directly") is obliged to
         refund any part of it under laws relating to Insolvency Events, then
         each Senior Creditor to which that amount was distributed under clause
         8 ("Distribution of Received Money") agrees to pay to the Trustee (for
         payment to the Senior Creditor who has to make the refund) its pro rata
         share of the amount required to be refunded.

Proceeds of litigation

14.25    Despite clause 3.23 ("Senior Creditor to pay over amounts received
         directly"), where a Senior Creditor recovers an amount in legal
         proceedings it has brought as permitted by clause 3.21 ("Restriction on
         Senior Creditor's exercising rights"), the Senior Creditor may retain
         the recovered amount and need not pay the recovered amount to the
         Trustee or share it with any other party who could have joined in the
         proceedings (or could have taken separate proceedings) but did not.

                                 If more than one Senior Creditor takes
                                 proceedings it has brought as permitted by
                                 clause 3.21 ("Restriction on Senior Creditor's
                                 exercising rights"), the recovered amount is to
                                 be shared by each of those Senior Creditors in
                                 the proportion that the amount due for payment
                                 to it at that time bears to the total of the
                                 amounts at that time due for payment to all the
                                 Senior Creditors who take proceedings.

                                 In each case, any surplus is to be paid to the
                                 Trustee.

Amendment to Deed

14.26    Each Senior Creditor authorises the Trustee to agree with the other
         parties to this deed or any other Senior Finance Document to which the
         Trustee is a party to a variation or change to this deed or the other
         Senior Finance Document if:

         (a)      all or a Majority of Senior Creditors (as required under
                  clauses 3.5 to 3.9) have instructed, or are taken to have
                  instructed, the Trustee that they consent to, or approve of,
                  the variation or change; or

         (b)      the Trustee is satisfied that the variation or change is made
                  to correct a manifest error or an error of a minor nature or
                  that the variation or change is only of a formal or technical
                  nature.
<PAGE>
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Senior Creditors to indemnify against non-payment

14.27    Each Senior Creditor individually in accordance with its Share
         indemnifies the Trustee against the non-receipt of a payment from the
         Obligors and the Costs incurred by the Trustee in funding the amount
         not paid, if the Trustee:

         (a)      reasonably claims a payment from the Borrower under clause 11
                  ("Costs, charges, expenses and indemnities") or from any other
                  Obligor under a corresponding provision of any other Senior
                  Finance Document to which the Trustee is a party; and

         (b)      does not receive it within seven days after the claim is made,

                                 provided that if the payment and Costs relate
                                 to a claim by the Trustee for payment on
                                 account of one or more Senior Creditors, only
                                 each of those Senior Creditors must indemnify
                                 the Trustee in the proportion which the Amount
                                 Owing to each of them bears the total Amount
                                 Owing to all of those Senior Creditors.

                                 Each Senior Creditor agrees to pay amounts due
                                 under this indemnity to the Trustee within 3
                                 Business Days of demand from the Trustee.

The Borrower's back-to-back indemnity

14.28    The Borrower indemnifies each Senior Creditor against any liability or
         loss arising from, and any Costs incurred in connection with, the
         Senior Creditor making a payment under clause 3.27 ("Senior Creditor's
         to indemnify against non-payment").


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

Funds before acting

14.29    If the Trustee proposes to exercise a right arising in its capacity as
         trustee for the Senior Creditors or take any Action (whether or not at
         the instruction of a Majority of Senior Creditors or all Senior
         Creditors) in accordance with this deed and the Trustee reasonably
         considers this could result in the Borrower or any other Obligor
         becoming obliged to pay to the Trustee an amount under clause 11
         ("Costs, charges, expenses and indemnities") or under a corresponding
         provision of any other Senior Finance Document to which the Trustee is
         a party, as the case may be, the Trustee:

         (a)      may request the Senior Creditors (or only the relevant Senior
                  Creditors ("Relevant Senior Creditors") in connection with any
                  action under clause 3.8 ("Matters requiring instructions from
                  relevant Senior Creditors") or clause 7.2(b) ("Consequences of
                  default") of this deed) to place it in funds at least equal to
                  the amount the Trustee reasonably determines would be the
                  Borrower's liability; and

         (b)      need not act until the Senior Creditors or Relevant Senior
                  Creditors (as the case may be) do so.

                                 Each Senior Creditor or Relevant Senior
                                 Creditor (as the case may be) agrees to fund
                                 the Trustee rateably in accordance with its
                                 Share.

If a Senior Creditor does not fund

14.30    If a Senior Creditor or a Relevant Senior Creditor (as the case may be)
         does not fund the Trustee under clause 3.29 ("Funds before acting")
         within a period determined by the Trustee to be reasonable, then the
         Trustee agrees to promptly request each other Senior Creditor or other
         Relevant Senior Creditor (as the case may be) to fund the defaulting
         Senior Creditor's share. If one or more other Senior Creditors or
         Relevant Senior Creditors (as the case may be) agree to fund the
         defaulting Senior Creditor's or Relevant Senior Creditor's (as the case
         may be) share, then the obligations of the Senior Creditors or Relevant
         Senior Creditors (as the case may be) under clause 3.29 ("Funds before
         acting") are taken to be satisfied. Each Senior Creditor agrees that:
<PAGE>
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         (a)      a payment by a Senior Creditor to the Trustee under this
                  clause 3.30 constitutes a loan by the Senior Creditor to the
                  defaulting Senior Creditor; and

         (b)      the loan accrues interest at the rate and in the manner
                  notified by the paying Senior Creditor to the defaulting
                  Senior Creditor and the Trustee.

                                 The defaulting Senior Creditor agrees to pay to
                                 the Trustee (for the account of each funding
                                 Senior Creditor) on demand from the Trustee the
                                 loan principal and interest on each loan.

Borrower's costs obligation not affected

14.31    A payment by a Senior Creditor under clauses 3.27 ("Senior Creditor's
         to indemnify against non-payment"), 3.29 ("Funds before acting") or
         3.30 ("If a Senior Creditor does not fund") does not relieve the
         Borrower of its obligations under clause 11 ("Costs, charges, expenses
         and indemnities") or any other Obligor of its obligations under any
         corresponding provisions of any other Senior Finance Document.

Compliance may be assumed

14.32    In relation to any act of the Trustee, neither the Obligors nor the
         Junior Creditors may enquire:

         (a) whether the Trustee needed to consult or has consulted the Senior
             Creditors; or

         (b) whether instructions have been given to the Trustee by a Majority
             of Senior Creditors or all Senior Creditors; or

         (c) about the terms of any instructions.

                                 As between the Trustee and the Obligors, all
                                 action taken by the Trustee under the Senior
                                 Finance Documents is taken to be authorised
                                 under this deed unless the Borrower has actual
                                 notice to the contrary.

                                 As between the Trustee and the Junior
                                 Creditors, all action taken by the Trustee
                                 under this deed is taken to be authorised by
                                 the Senior Creditors unless the Junior
                                 Creditors have actual notice to the contrary.

Trustee is not responsible for Senior Creditor's breach

14.33    The Trustee is not responsible to the Obligors if a Senior Creditor
         does not observe its obligations under the Senior Finance Documents.

Delegation by Trustee

14.34

         (a)      The Trustee may employ agents, contractors and attorneys and
                  may delegate any of its rights or obligations in its capacity
                  as trustee for the Senior Creditors without notifying the
                  Senior Creditors of the delegation.

         (b)      The Trustee may act on the opinion, certificate or advice of
                  or information obtained from, any agent or contractor
                  appointed by it under this clause 3.34.
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Trustee may rely on communications and opinions

14.35    In relation to the Senior Finance Documents, the Trustee may rely:

         (a)      on any communication or document it believes to be genuine and
                  correct and to have been signed or sent by the appropriate
                  person; and

         (b)      as to legal, accounting, taxation or other professional
                  matters, on opinions and statements of any legal, accounting,
                  taxation or professional advisers used by it.

Force majeure

14.36    Despite any other provision of this deed, the Trustee need not act
         (whether or not on instructions from one or more of the Senior
         Creditors) if it is impossible to act due to any cause beyond its
         control (including war, riot, natural disaster, labour dispute, or law
         taking effect after the date of this agreement). The Trustee agrees to
         notify each Senior Creditor promptly after it determines that it is
         unable to act.

No responsibility for force majeure

14.37    The Trustee has no responsibility or liability for any loss or expense
         suffered or incurred by any party as a result of its not acting for so
         long as the impossibility under clause 3.36 ("Force majeure")
         continues. However, the Trustee agrees to make reasonable efforts to
         avoid or remove the causes of non-performance and agrees to continue
         performance under this deed promptly when the causes are removed.

Authority to Execute

14.38    Each other party to this deed irrevocably authorises the Trustee to
         execute any New Obligor Accession Deed signed by a new
         Obligor on its behalf.

Restriction on Senior Creditors exercising rights

14.39    A Senior Creditor may exercise a right in respect of a matter referred
         to in clauses 3.5 to 3.12 against an Obligor under
         any Senior Finance Document independently of the Trustee only if:

         (a)      the Trustee has been instructed in accordance with clauses
                  3.5 to 3.12 to exercise the right; and

         (b)      the Trustee has not done so within a reasonable time (and then
                  only if any request by the Trustee under clause 3.29 ("Funds
                  before acting") for funds in connection with the exercise has
                  been complied with),

                                 and subject to the Senior Creditor being
                                 permitted to exercise such a right under any
                                 relevant agency provisions which may apply to
                                 the Senior Creditor under any Senior Finance
                                 Document other than this deed.

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15       Subordination

Subordination
15.1     Despite any other agreement between a Junior Creditor and an Obligor
         but except as permitted by clauses 4.6 ("Junior Creditor Undertakings")
         and 4.7 ("Permitted Junior Creditor Payments"), each party agrees with
         each other party that no part of the Junior Debt is due for payment or
         capable of being declared due for payment unless:

         (a) the Senior Debt is satisfied or repaid in full; or

         (b) an Event occurs; or
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         (c) that Junior Debt is refinanced by Qualifying Subordinated Debt or
             Consolidated Senior Debt.

Rights and obligations following an Event

15.2     If an Event occurs, then the Junior Debt is payable immediately.

15.3     If an Event occurs, then each Junior Creditor agrees, on request from
          the Trustee, to:

         (a) prove for the whole of its Relevant Junior Debt; and

         (b) immediately send to the Trustee a copy of its notice of proof.

15.4     A Junior Creditor may not prove for its Relevant Junior Debt except
         following a request from the Trustee under clause 4.3.

15.5     Except as permitted by clause 4.7 ("Permitted Junior Creditor
         Payments"), if a Junior Creditor receives or recovers any money on
         account of that Junior Creditor's Relevant Junior Debt or any amount is
         paid to any person in connection with that Junior Creditor's Relevant
         Junior Debt including, without limitation, to an assignee of that
         Junior Creditor's Relevant Junior Debt, whether by way of repayment,
         satisfaction or otherwise and whether from an Obligor or from any other
         person, including, without limitation, a liquidator, provisional
         liquidator or administrator of an Obligor, then that Junior Creditor
         agrees forthwith to pay to the Trustee for the account of the Senior
         Creditors, without the need for any demand, an amount equal to the
         lesser of the full amount so received, recovered or paid and the full
         amount of the Senior Debt at that time.

Junior Creditor Undertakings

15.6     A Junior Creditor may not, without the prior written consent of the
         Trustee or, following the occurrence of an Event of
         Default, except as directed by the Trustee:

         (a)      directly or indirectly demand payment of, sue for, accept
                  payment or repayment of (except for demands, suits, payments
                  or repayments which are permitted under clause 4.7 ("Permitted
                  Junior Creditor Payments")) or in any way allow by reduction
                  of an Obligor's assets or otherwise, the discharge,
                  satisfaction or extinguishment of its Relevant Junior Debt; or

         (b)      vary or amend any agreement or document under which an
                  Obligor's obligations in respect of its Relevant Junior Debt
                  arise if such variation or amendment would result in its
                  Relevant Junior Debt ceasing to be subordinated to the Senior
                  Debt on the terms of this clause 4 ("Subordination"); or

         (c)      set off its Relevant Junior Debt against any Indebtedness of
                  the Junior Creditor to the Obligor; or

         (d)      assign, charge or otherwise deal with its Relevant Junior Debt
                  unless the assignee, chargee or other person to the dealing
                  (or its trustee or agent) has agreed to be bound as a Junior
                  Creditor under this deed and has executed and delivered to the
                  Trustee a New Creditor Accession Deed or a Deed of
                  Subordination; or

         (e)      accept the benefit of any guarantee in respect of its Relevant
                  Junior Debt other than a guarantee which creates Subordinated
                  Guarantee Debt; or

         (f)      suffer to exist or take a Security Interest to secure payment
                  of its Relevant Junior Debt; or
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         (g)      except as permitted by clause 6.6(k) ("Negative undertakings -
                  loans"), borrow or raise money from or otherwise become
                  indebted to an Obligor; or

         (h)      convert any Junior Debt into shares in an Obligor.

Permitted Junior Creditor Payments

15.7     So long as:

         (a)      no Senior Debt is due and payable but unpaid; and

         (b)      no Event of Default or Potential Event of Default has occurred
                  and is subsisting (or would occur as a result of the relevant
                  payment),

                                 an Obligor may pay, prepay, repay, satisfy or
                                 discharge, and a Junior Creditor may receive
                                 and retain, payments of interest, payments,
                                 prepayments or repayments of principal and any
                                 other amounts which are due and owing on the
                                 Junior Debt (other than on any Subordinated
                                 Guarantee Debt) not earlier than the date the
                                 same are due in accordance with or as
                                 contemplated by, and in the amounts
                                 contemplated by, the terms of the Junior
                                 Finance Documents and the Junior Creditors may
                                 make demands in respect of, or so as to
                                 establish a liability to pay, any amount so
                                 permitted to be paid.

15.8     Except as permitted by clause 4.7 ("Permitted Junior Creditor
         Payments") or with the prior written consent of the Trustee or,
         following the occurrence of an Event of Default, as directed by the
         Trustee, a Junior Creditor may not take any action to recover the
         Relevant Junior Debt including, without limitation, by:

         (a) voting for the winding up of an Obligor; or

         (b) requisitioning a meeting to consider:

             (i) a resolution for the winding up of an Obligor; or

             (ii) a scheme of arrangement for an Obligor; or

             (iii) a resolution for the appointment of an administrator to an
                   Obligor; or

         (c) applying to the court to wind up an Obligor.

15.9     If a liquidator, provisional liquidator or administrator of an Obligor
         sets off against the Relevant Junior Debt any amounts in respect of
         which a Junior Creditor is indebted to the Obligor, then the Junior
         Creditor indemnifies the Senior Creditors against Loss they suffer
         because the amount set off is not part of its Relevant Junior Debt.

Obligors

15.10    Each Obligor may not, without the consent of the Senior Creditors:

         (a)      permit or suffer any guarantee, indemnity or guarantee and
                  indemnity to be given in respect of the Junior Debt other than
                  a guarantee or guarantee and indemnity which creates
                  Subordinated Guarantee Debt; or

         (b)      suffer to exist or grant a Security Interest to secure payment
                  of the Junior Debt; or

         (c)      directly pay (except for payments or repayments which are
                  permitted under clause 4.7 ("Permitted Junior Creditor
                  Payments")) or in any way reduce the Obligor's assets to
                  discharge the Junior Debt; or
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         (d)      vary or amend any agreement or document under which the
                  Obligor's obligations in respect of its Junior Debt arise if
                  such variation or amendment would result in its Junior Debt
                  ceasing to be subordinated to the Senior Debt on the terms of
                  this clause 4 ("Subordination"); or

         (e)      set off the Junior Debt against any Indebtedness of the Junior
                  Creditor to the Obligor; or

         (f)      enter into any arrangement which results in the Junior Debt
                  not being subordinated to the Senior Debt on the terms of this
                  clause 4 ("Subordination"); or

         (g)      create, grant, extend or permit to subsist or be imposed any
                  Security Interest ranking in priority to, equally with or
                  subsequent to the Senior Debt or any Security Interest for the
                  Senior Debt; or

         (h)      take any action to recover any amount owing under or any
                  amount it is entitled to receive under an Intercompany Loan
                  Agreement including, without limitation, by doing any of the
                  things specified in clause 4.8; or

         (i)      except as permitted by clause 6.6(k) ("Negative undertakings
                  - loans"), be the creditor in respect of any Indebtedness; or

         (j)       convert any Junior Debt into shares in that Obligor.

15.11    Except as permitted under clause 4.7 ("Permitted Junior Creditor
         Payments"), each Obligor agrees to notify the Trustee immediately if it
         receives a demand whether direct or indirect for payment of any of the
         Junior Debt.

Revocation of Approvals

15.12    Any approval given by the Trustee in connection with this deed
         immediately terminates if:

         (a) a Junior Creditor or an Obligor defaults under this deed; or

         (b) the Obligor is unable to pay its debts as they fall due; or

         (c) an Event occurs; or

         (d) the Trustee demands payment of the Senior Debt from an Obligor
             in accordance with the Senior Finance Documents.

Preservation of Senior Creditor's Rights

15.13    No obligation of a Junior Creditor arising under this deed is released
         or abrogated, prejudiced or affected by any act matter or thing that a
         Senior Creditor may do or omit to do which but for this provision would
         or might release, abrogate, prejudice or affect the obligations of the
         Junior Creditor including, without limitation:

(a)      the granting of time, credit or any indulgence or concession to an
Obligor or any Surety by the Trustee or a Senior Creditor or by any compounding
or compromise, release, abandonment, waiver, variation, relinquishment, renewal
or transfer of any securities, documents of title, assets or any rights of a
Senior Creditor against an Obligor or any Surety of any other person or by
neglect or omission to enforce any such rights;

(b)      the liquidation, receivership, official management or administration of
an Obligor, any Junior Creditor or any Surety which is an entity or the
bankruptcy or death of any Surety who is a natural person, or any Junior
Creditor or an Obligor or any Surety entering into any compromise or assignment
of property or scheme of arrangement or composition of debts or scheme of
reconstruction;
<PAGE>
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(c)      any person giving a guarantee or other Security Interest in respect of
all or any of the Senior Debt;

(d)      failure by an Obligor or any Surety or any other person to provide any
Security Interest which ought to be provided or to have been provided under any
agreement in respect of all or any part of the Senior Debt;

(e)      any alteration, addition or variation to any agreement in respect of
all or any part of the Senior Debt;

(f)      any Security Interest held or taken at any time by a Senior Creditor
for all or any part of the Senior Debt being void, defective or informal;

(g)      an Obligor or any Surety being discharged from its obligation to pay
all or any of the Senior Debt otherwise than by payment or satisfaction of
those moneys to a Senior Creditor; or

(h)     a Junior Creditor being discharged from its obligations to a Senior
Creditor under this deed.

15.14   If a Senior Creditor holds any other Security Interest for or right in
respect of all or any of the Senior Debt, then:

(a)     the Senior Creditor need not resort to that other Security Interest or
right before enforcing its rights under this deed; and

(b)     the liability of each Junior Creditor under this deed is not affected by
reason that the other Security Interest or right is or may be wholly or partly
void or unenforceable.

15.15    This deed does not prejudicially affect and is not prejudicially
         affected by any Security Interest or guarantee held by a Senior
         Creditor either at the date of this deed or at any subsequent time.

15.16    Nothing contained in this deed merges, discharges, extinguishes,
         postpones, lessens or prejudices any Security Interest now held or
         which may subsequently be held or taken by a Senior Creditor for
         payment of any of the Senior Debt. Nor does this deed or any Security
         Interest:

(a)      affect:

(i)      any right or remedy which the Senior Creditor now has or subsequently
may have or be entitled to by law, equity or statute against any other person as
surety or on any bill of exchange, promissory note, letter of credit or other
negotiable instrument; or

        (ii)  security to the Senior Creditor for all or part of the Senior
              Debt; or

(b)     operate as a payment of the Senior Debt until the same has been actually
        paid in cash.

                                 Nothing in any Security Interest and no other
                                 right or remedy which a Senior Creditor has or
                                 subsequently may have apart from this deed
                                 discharges, extinguishes, postpones, lessens or
                                 otherwise prejudices this deed. A Senior
                                 Creditor is not under any obligation to resort
                                 to any Security Interest in priority to this
                                 deed.
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15.17    The subordination under this deed is a continuing subordination and
         remains in full force until payment in full of the Senior Debt.

Power of Attorney

15.18    Each Junior Creditor irrevocably appoints the Trustee and each
         Authorised Officer of the Trustee severally as its attorney.

15.19    Each attorney may:

(a)      in the name of the Junior Creditor or the attorney do anything which
the Junior Creditor may lawfully do to exercise a right of proof of the Junior
Creditor following an Event occurring (including, without limitation, executing
drawdown notices, repayment notices or any notice in relation to amounts payable
under Intercompany Loan Agreements, executing deeds and instituting, conducting
and defending legal proceedings and receiving any dividend arising out of that
right); and

(b)       delegate its powers (including, without limitation, this power of
delegation) to any person for any period and may revoke a delegation; and

(c)       exercise or concur in exercising its powers even if the attorney has a
conflict of duty in exercising its powers or has a direct or personal interest
in the means or result of that exercise of powers.

15.20    The Junior Creditor agrees to ratify anything done by an attorney or
         its delegate in accordance with clause 4.19 ("Power of Attorney").

15.21    The Junior Creditor may not exercise the right of proof referred to in
          clause 4.19 independently of the attorney.

Corporations Act 2001 (C'th)

15.22    This clause 4 ("Subordination") is intended to operate as a "debt
         subordination" (as defined in section 563C(2) of the Corporations Act
         2001 (C'th)) by each Junior Creditor.

Obligors

15.23    Each Obligor acknowledges and agrees that any amendment or variation to
         any Senior Finance Document does not affect, prejudice or relieve any
         of the Obligors of their respective obligations under the Intercompany
         Loan Agreements.

TXU
15.24    The parties acknowledge that the only obligations incurred by TXU in
         entering into this deed are as a Junior Creditor and that if the TXU
         Subordinated Loan is fully repaid as permitted by this deed, then upon
         request in writing from TXU, attaching a certificate from the
         Partnership that all moneys owing under the TXU Subordinated Loan have
         been fully repaid, the Trustee (without requiring instructions from the
         Senior Creditors) shall release TXU as a party to this deed.

Notice to Junior Creditors

15.25    Each Obligor undertakes to notify the relevant Junior Creditors as soon
         as it becomes aware of:

        (a) any Senior Debt being due and payable but unpaid; or

        (b) the occurrence of any Event of Default or Potential Event of
            Default.
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16       Representations and warranties

Representations and warranties

16.1     Each Obligor represents and warrants (except in relation to matters
         disclosed to the Trustee by the Obligor and accepted by
         the Trustee in writing) that:

         (a)        (incorporation and existence) it has been
                    incorporated as a company limited by shares in
                    accordance with the laws of its place of
                    incorporation, is validly existing under those laws
                    and has power and authority to carry on its business
                    as it is now being conducted; and

         (b)       (power) it has power (including, without limitation,
                    power under the Partnership Deed, in the case of the
                    Partnership) to enter into the Transaction Documents
                    to which it is a party and observe its obligations
                    under them; and

         (c)        (authorisations) it has in full force and effect the
                    Authorisations necessary for it to enter into the
                    Transaction Documents to which it is a party, to
                    observe its obligations and exercise its rights under
                    them and to allow them to be enforced; and

         (d)        (validity of obligations) its obligations under the
                    Transaction Documents to which it is a party are
                    valid and binding and are enforceable against it in
                    accordance with their terms except to the extent
                    limited by equitable principles and laws affecting
                    creditors' rights generally; and

         (e)        (no contravention or exceeding power) the Transaction
                    Documents to which it is a party and the transactions
                    under them which involve it do not:

                    (i)   contravene its constituent documents (if any); or

                    (ii)  contravene any law or obligation by which it is bound
                          or to which any of its assets are subject which has
                          or is likely to have a Material Adverse Effect; or

                    (iii) cause a limitation on its powers or the powers of its
                          directors to be exceeded; and

         (f)        (consolidated accounts):

                    (i)    the audited consolidated Financial Statements for the
                           Partnership and its Subsidiaries for the year ended
                           31 December 2002 given to the Trustee are a true and
                           fair statement of the financial position of the
                           Partnership and its Subsidiaries as at the date to
                           which they are prepared and disclose or reflect all
                           actual and contingent liabilities as at that date;
                           and

                   (ii)    thereafter, the most recent audited consolidated
                           Financial Statements for the Group last given to the
                           Trustee are a true and fair statement of the
                           financial position of the Group as at the date they
                           are prepared and disclose or reflect all of the
                           actual and contingent liabilities of the Group as at
                           that date;

         (g)               (no material change) there has been no change in the
                           financial position of the Group) since the date to
                           which the consolidated Financial Statements last
                           given to the Trustee under (f)(i) or (f)(ii) were
                           prepared which is likely to have a Material Adverse
                           Effect; and

         (h)               (Event of Default) no Event of Default which has not
                           been waived or (to the best of its knowledge,
                           information and belief having made due enquiry)
                           Potential Event of Default, (except if notice of that
                           Potential Event of Default has been given to the
                           Trustee) continues unremedied; and
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         (i)               (default under law - Material Adverse Effect) it is
                           not in default under any Transaction Document to
                           which it is a party or in breach of a law or
                           obligation affecting it or its assets in a way which
                           has or is likely to have a Material Adverse Effect;
                           and

         (j)               (litigation) there is no proceeding or any pending or
                           (to the best of its knowledge, information and belief
                           having made due enquiry) threatened proceeding
                           affecting it or any of its assets before a court,
                           Governmental Agency, commission or arbitrator which
                           could reasonably be expected to result in a Material
                           Adverse Effect; and

         (k)               (not a trustee) it does not enter into any
                           Transaction Document as trustee; and

         (l)               (ownership of property) it is the beneficial owner of
                           and has good title to all property held by it or on
                           its behalf and all undertakings carried on by it free
                           from Security Interests other than Permitted Security
                           Interests; and

         (m)               (benefit) it benefits by entering into the
                           Transaction Documents to which it is a party; and

         (n)               (solvency) no Insolvency Event has occurred and is
                           continuing in respect of it; and

         (o)               (Chapter 2E) it has not contravened and will not
                           contravene sections 208 or section 209 of the
                           Corporations Act 2001 (C'th) by it entering into any
                           Transaction Document or participating in any
                           transaction in connection with a Transaction
                           Document; and

         (p)               (no immunity) it has no immunity from the
                           jurisdiction of a court or from legal process; and

         (q)               (information) to the best of its knowledge and
                           belief, having made due enquiry, all historical
                           information provided to each Senior Creditor or a
                           Related Entity of any of them by or on behalf of an
                           Obligor in connection with the Transaction Documents
                           is true and accurate in all material respects as at
                           the date when such information was provided and, to
                           the best of its knowledge, there are no material
                           facts or circumstances which have not been disclosed
                           to each Senior Creditor and which, if disclosed,
                           might reasonably be expected to significantly
                           adversely affect the decision of a person considering
                           whether to provide financial accommodation to an
                           Obligor and all forecasts and projections have been
                           made in good faith; and

         (r)               (shareholdings):

                           (i)   TXU is the ultimate holding company of the
                                 Borrower; and

                           (ii)  the TXUA Parent directly or indirectly owns or
                                 controls all of the issued shares in the
                                 Borrower and each Obligor; and

                           (iii) the TXUA Parent or the Borrower directly or
                                 indirectly owns and controls all of the issued
                                 shares in each other Obligor (other than TXUA
                                 Parent); and

         (s)               (control) TXU ultimately controls the composition of
                           the board of directors of each Obligor and no person
                           other than TXU and the board of directors of the
                           relevant Obligor has management and operational
                           control of an Obligor; and

         (t)               (Subsidiaries) all Restricted Subsidiaries of the
                           TXUA Parent are Obligors; and
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         (u)               (ranking) its obligations under the Senior Finance
                           Documents to which it is a party rank in all
                           respects:

                           (i)  at least equally with all its other unsecured
                                and unsubordinated indebtedness (actual or
                                contingent and whether present or future),
                                except liabilities mandatorily preferred by law;
                                and

                           (ii) in terms of repayment or payment in winding up,
                                in priority to all Subordinated Indebtedness and
                                other Junior Debt; and

          (v)              (taxation) to the best of its knowledge, information
                           and belief having made due enquiry, it has complied
                           with all material taxation laws in all jurisdictions
                           in which it is subject to Taxes, it has paid all
                           material Taxes due and payable by it, other than
                           Contested Taxes; and

          (w)              (insurance) all insurances considered appropriate by
                           each Obligor and the Trustee and which are available
                           on reasonable and commercial terms to that Obligor's:

                           (i)   business, assets and operations, including loss
                                 of revenue arising from loss or damage to its
                                 own assets or the assets of all suppliers or
                                 customers; and

                           (ii)  public liability in regard to all operations in
                                 respect of general and products liability,
                                 including the failure of gas supply liability,
                                 bushfire liability; and

                           (iii) professional indemnity liability; and

                           (iv)  directors and officers liability,

                            have been effected and are in full force and effect,
                            it has not made any material misstatement or
                            misrepresentations or omitted to disclose any
                            material facts to the insurers or their agents in
                            relation thereto and it is not aware of any
                            reason giving rise to any right or likelihood that
                            any such policies may be terminated or that any
                            insurers thereunder will refuse to pay any claim
                            when made; and

          (x)               (intellectual property) it owns, or has the right
                            and licence to use, all trade secrets, confidential
                            information, know-how, patents, trade marks,
                            designs (whether registered or unregistered),
                            copyright, and computer programs necessary for the
                            conduct of the Core Business; and

          (y)               (Environmental Laws) the occupation, use and
                            development of each of its Properties complies with
                            all Environmental Laws and all Authorisations
                            required under any Environmental Law relating to
                            those Properties are in full force and effect
                            other than non-compliances which are neither
                            likely to have a Material Adverse Effect nor
                            likely to create any potential liability for the
                            Senior Creditors; and

          (z)               (Authorisations) all material Authorisations
                            required for the Core Business:

                            (i)  have been validly issued and obtained; and

                            (ii) are in full force and effect; and

          (aa)              (no default) no circumstance has arisen or is
                            likely to arise which, in all the circumstances,
                            is likely to result in the revocation, cancellation,
                            recision, termination or suspension of any
                            material Authorisation required for the Core
                            Business which if revoked, cancelled, rescinded,
                            terminated or suspended would be likely to have
                            a Material Adverse Effect; and
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        (bb)                (only conducts the Core Business) it does not carry
                            on any business activities other than activities
                            in connection with the Core Business; and

        (cc)                (partnership) for so long as the Partnership is an
                            Obligor, the Partnership is a limited partnership
                            established pursuant to the Partnership Deed and
                            within the meaning of and validly constituted and
                            existing and registered under Part 3 of the
                            Partnership Act 1958 of Victoria.

Continuation of representations and warranties

16.2     The representations and warranties in clause 5.1 ("Representations and
         warranties") are taken also to be made on the date of each Drawdown
         Notice and on each Drawdown Date and on the date of delivery of a
         compliance certificate in accordance with clause 6.1(h) ("General
         undertakings - compliance certificate") of this deed by reference to
         the then current circumstances. Each Obligor agrees to notify the
         Trustee of anything that happens that would mean it could not
         truthfully repeat all its representations and warranties in clause 5
         ("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) ("General undertakings -
         compliance certificate") of this deed by reference to the then current
         circumstances. A notification under this clause does not limit the
         Trustee's rights under clause 7 ("Events of Default").

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17       Undertakings

General undertakings

17.1     Each Obligor undertakes to:

         (a)               (accounting records) keep proper accounting records
                           and ensure that each of its Subsidiaries does the
                           same; and

         (b)               (information) give the Trustee any document or other
                           information that the Trustee reasonably requests from
                           time to time; and

         (c)               (copies) give the Trustee sufficient copies of any
                           communication or document it is required to give the
                           Trustee so as to enable the Trustee to give one copy
                           to each Senior Creditor; and

         (d)               (status certificates) on reasonable request from the
                           Trustee if the Trustee considers in good faith that
                           an Event of Default or Potential Event of Default may
                           have occurred, give the Trustee a certificate signed
                           by two of its directors which states whether an Event
                           of Default or Potential Event of Default continues
                           unremedied; and

        (e)               (maintain Authorisations) obtain and renew on time
                           and comply with the terms of, each Authorisation
                           necessary for it to enter into the Transaction
                           Documents to which it is a party, to observe its
                           obligations and exercise its rights under them and to
                           allow them to be enforced; and

        (f)                (annual consolidated accounts) give the audited
                           consolidated Financial Statements of the Group for
                           each Financial Year to the Trustee as soon as
                           practicable and in any event by no later than 120
                           days after the end of that Financial Year (other than
                           in relation to the annual consolidated Financial
                           Statements referred to in clause 5.1(f)(i) which are
                           in relation to the Partnership and its Subsidiaries);
                           and

        (g)                (half yearly consolidated accounts) give the
                           unaudited consolidated Financial Statements of the
                           Group for the first half of each Financial Year to
                           the Trustee as soon as practicable and in any event
                           by no later than 90 days after the end of that half
                           year; and
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                           (i)   (special purpose - audited financial
                                  statements) give to the Trustee an audited set
                                  of special purpose financial statements for
                                  each of the TXUA Parent's Unrestricted
                                  Subsidiaries for each Financial Year at
                                  the same time as the provision of the audited
                                  consolidated Financial Statements of the Group
                                  (under clause 6.1(f)), provided that where
                                  there is a grouping of Unrestricted
                                  Subsidiaries carrying on the same Project
                                  Activity, then such financial statements
                                  shall be provided on a consolidated basis for
                                  that group of Unrestricted Subsidiaries;

                           (ii)   (special purpose - unaudited financial
                                  statements) give to the Trustee an unaudited
                                  set of special purpose financial statements
                                  of the TXUA Parent's Unrestricted Subsidiaries
                                  for the first half of each Financial Year at
                                  the same time as the provision of the
                                  unaudited half year consolidated Financial
                                  Statements of the Group (under clause 6.1(g)),
                                  provided that where there is a grouping of
                                  Unrestricted Subsidiaries carrying on the same
                                  Project Activity, then such financial
                                  statements shall be provided on a consolidated
                                  basis for that group of Unrestricted
                                  Subsidiaries;

                          (iii)  (Restricted Subsidiaries and Non-Recourse Debt)
                                 in the event that any of the Restricted
                                 Subsidiaries incurs any Non-Recourse Debt,
                                 then also give to the Trustee:

                                        (A)   an audited set of special purpose
                                              financial statements for each
                                              Project Activity of the TXUA
                                              Parent and its Restricted
                                              Subsidiaries for each Financial
                                              Year, at the same time as the
                                              provision of the audited
                                              consolidated Financial Statements
                                              of the Group for the same
                                              period (under clause 6.1(f)),
                                              provided that where there is a
                                              grouping of Restricted
                                              Subsidiaries carrying on the same
                                              Project Activity, then
                                              such financial statements shall be
                                              provided on a consolidated basis
                                              for that group of Restricted
                                              Subsidiaries; and

                                        (B)   an unaudited set of special
                                              purpose financial statements for
                                              each Project Activity of the TXUA
                                              Parent and its Restricted
                                              Subsidiaries for the first half of
                                              each Financial Year at the same
                                              time as the provision of the
                                              unaudited consolidated Financial
                                              Statements of the Group for the
                                              same period (under clause 6.1(g)),
                                              provided that where there is a
                                              grouping of Restricted
                                              Subsidiaries carrying on the same
                                              Project Activity, then such
                                              financial statements shall be
                                              provided on a consolidated basis
                                              for that group of Restricted
                                              Subsidiaries; and

(h)               (compliance certificate) give to the Trustee at the same time
                  as it is required to give the Trustee the audited consolidated
                  Financial Statements of the Group for each Financial Year and
                  the unaudited consolidated Financial Statements of the Group
                  for the first half of each Financial Year, a certificate which
                  must:
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                  (i)      be signed by an Authorised Officer of the Borrower;
                           and

                  (ii)     set out in reasonable detail the computations and
                           financial and other information necessary to
                           establish compliance by the Borrower with the
                           financial undertakings in clause 6.7 ("Financial
                           Undertakings"); and

                  (iii)    state whether any Event of Default or (to the best of
                           its knowledge, information and belief having made due
                           enquiry) Potential Event of Default has occurred and
                           is subsisting; and

                  (iv)     in the case of the certificate delivered in
                           connection with the Financial Statements of the Group
                           for the end of a Financial Year, be confirmed in
                           writing by its auditors as being correct so far as it
                           relates to compliance by the Borrower with the
                           financial undertakings in clause 6.7 ("Financial
                           Undertakings"); and

                  (v)      state that the Partnership, the Borrower and TXU
                           Electricity are in compliance with their obligations
                           under clause 6.2 ("Hedge Undertakings"); and

                  (vi)     state who are the Restricted Subsidiaries and
                           Unrestricted Subsidiaries and in the case of the
                           Unrestricted Subsidiaries state when they were
                           designated as Unrestricted Subsidiaries; and

          (i)    (Financial Statements) ensure that the Financial
                 Statements and other financial statements referred to
                 above:

                 (i)       are prepared in accordance with Australian Accounting
                           Standards; and

                 (ii)      at the time of delivery, give a true and fair view of
                           the state of affairs of the Group as at the date on
                           which, and for the period in respect of which, they
                           are prepared or an explanation of any divergence
                           between the Financial Statements as presented and
                           such a true and fair view; and

          (j)              (incorrect representation or warranty) immediately
                           upon becoming aware notify the Trustee if any
                           representation or warranty made by it or on its
                           behalf in connection with a Senior Finance Document
                           is found to be materially incorrect or misleading;
                           and

          (k)              (ensure no Event of Default) do everything within its
                           powers necessary to ensure that no Event of Default
                           occurs; and

          (l)              (notify details of Event of Default or Potential
                           Event of Default) if an Event of Default or Potential
                           Event of Default occurs, upon becoming aware, notify
                           the Trustee giving full details of the event and, if
                           applicable, any step taken or proposed to remedy it;
                           and

         (m)               (litigation) promptly notify the Trustee in writing
                           and in reasonable detail, and keep the Trustee
                           informed, of any litigation or administrative or
                           arbitration or other proceedings before or of any
                           Governmental Agency, court, commission or arbitrator
                           taking place, commenced, pending or, to the best of
                           its knowledge, threatened against it or any of its
                           assets which has or is likely to have a Material
                           Adverse Effect; and

        (n)                (constitution) promptly notify the Trustee of any
                           proposal to materially change its constitution; and
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        (o)                (environmental matters) promptly notify the Trustee
                           of any breach or potential breach of any
                           Environmental Law or other law or of any complaint or
                           the issuing of any proceedings or notice or
                           requirements against or upon it in respect of, or
                           which is or is likely to result in, any potential
                           environmental liability or contravention of any
                           Environmental Law which has or would have a Material
                           Adverse Effect; and

        (p)                (regulatory) provide notice to the Trustee as soon as
                           it becomes aware of:

                           (i)  any proposed or actual revocation, cancellation,
                                rescission, termination or suspension of any
                                material Authorisation required for the Core
                                Business which has or is likely to have a
                                Material Adverse Effect;

                          (ii)  any material breach of any material
                                Authorisation required for the Core Business to
                                which it is a party which has or is likely to
                                have a Material Adverse Effect; and

        (q)                (Core Business) engage only in, and continue to
                           engage only in, activities which relate to the Core
                           Business; and

        (r)                (Authorisation) comply with its obligations under all
                           material Authorisations and take all necessary steps
                           to remedy any breach of any material Authorisation or
                           law where such breach has or is likely to have a
                           Material Adverse Effect; and

        (s)                (Infrastructure) protect, keep, maintain and preserve
                           the Infrastructure in good working order and
                           condition and renew or replace when worn out,
                           obsolete or destroyed all present or future
                           components of the Infrastructure which are necessary
                           for the conduct of the Core Business; and

        (t)                (good standing) maintain its good standing, ensure
                           that it remains entitled to carry on business and own
                           property in each jurisdiction in which such
                           entitlement is necessary; and

        (u)                (laws) comply at all times with the requirements of
                           all applicable laws and the lawful orders or decrees
                           of any Governmental Agency where failure to comply is
                           likely to have a Material Adverse Effect; and

        (v)                (Authorisations) promptly obtain, maintain and renew
                           on time each material Authorisation required for the
                           Core Business where failure to do so would or is
                           likely to have a Material Adverse Effect; and

        (w)                (Taxes) pay when due all Taxes payable by it, other
                           than Contested Taxes; and

        (x)                (business) ensure that the business of the Material
                           Operating Subsidiaries is conducted in a proper and
                           efficient manner in accordance with prudent business
                           practices and in accordance with Good Operating
                           Practice; and

        (y)                (intellectual property) take all reasonable steps to
                           maintain, preserve and protect all copyrights,
                           patents, trade marks (whether registered or common
                           law marks), trade names, trade secrets, confidential
                           information, know-how and other intellectual property
                           reasonably required for its business in accordance
                           with normal prudent business practices; and

        (z)                (insurance)

                           (i)  keep all of its property and assets insured to
                                the extent it is insurable on reasonable and
                                commercial terms with insurers and on terms
                                approved by the Trustee (which approval may not
                                be unreasonably withheld):
<PAGE>
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                                       (A)     for its full insurable
                                               value on a replacement
                                               and reinstatement
                                               basis and revenue
                                               in respect of
                                               revenue less
                                               variable
                                               expenses; and

                                       (B)     such insurance to be
                                               against fire, explosion
                                               and other risks which
                                               a prudent owner of property
                                               of a similar type to
                                               that being insured would
                                               insure and any other risks
                                               reasonably specified by the
                                               Trustee with a policy sum
                                               insured of not less than
                                               the aggregate of the value
                                               of assets and insurable
                                               revenue; and

                  (ii)   maintain insurance for general and products liability
                         including failure to supply (but only for failure to
                         supply which is attributable to the actions or
                         omissions of an Obligor) and in a form usual to the
                         risks insured by a prudent operator and in a manner
                         reasonably specified by the Trustee for an indemnity
                         limit of not less than A$500,000,000 for any one
                         occurrence; and

                  (iii)  maintain insurance for professional indemnity in the
                         form usual to the risks insured by prudent operators
                         and in a manner reasonably specified by the Trustee for
                         an indemnity limit of not less than A$50,000,000; and

                  (iv)   maintain insurance for directors and officers liability
                         in the form usual to the risks insured by prudent
                         operators in a manner reasonably specified by the
                         Trustee for an indemnity limit of not less
                         than A$100,000,000; and

                  (v)    arrange all insurance policies in such a way to
                         incorporate reasonable deductibles or self insurance
                         retentions in a manner which a prudent person engaged
                         in a similar business or undertaking to that of the
                         Obligor would effect; and

                 (vi)    maintain with insurers approved by the Trustee (which
                         approval may not be unreasonably withheld), workers
                         compensation, public liability and other insurances
                         which a prudent person engaged in a similar business
                         or undertaking to that of the Obligor would effect; and

                 (vii)   if requested by the Trustee, provide the Trustee with
                         copies of all insurance policies and certificates of
                         insurance in connection with or comprising any of the
                         properties or assets or liabilities of the Obligors;
                         and

                  (viii) pay each insurance premium in a manner prescribed by
                         the insurers to ensure the continuity of cover and, on
                         request from the Trustee, produce receipts for the
                         payment; and

                  (ix)   not do or permit anything to be done or fail to do
                         anything which prejudices any insurance; and

                  (x)    immediately rectify anything which might prejudice any
                         insurance and immediately reinstate the insurance if it
                         lapses; and

                  (xi)   not, without the consent of the Trustee or as otherwise
                         permitted by the above provisions, materially restrict
                         the coverage under, cancel or allow to lapse insurance
                         in connection with any of its property, assets and
                         liability; and
<PAGE>
53
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                  (xii)  notify the Trustee immediately when an event occurs
                         which gives rise or might give rise to a claim
                         exceeding $5,000,000 under or which could materially
                         prejudice a policy of insurance required by this
                         clause or if any policy of insurance required by this
                         clause is cancelled; and

        (aa)      (group relations) in relation to any Indebtedness from one
                  Obligor to another Obligor, not take any action or bring any
                  proceedings in respect of any money owing or due for payment
                  in relation thereto or any failure to comply with any
                  obligations thereunder without the prior written consent of
                  the Trustee; and

       (bb)       (TXU8 Loan) ensure that at all times the Indebtedness owed by
                  the TXU8 Borrowers to TXU8 under the TXU8 Loan Agreement
                  (after deducting any Indebtedness owing by TXU8 to the TXU8
                  Borrowers ) exceeds the amount of the Consolidated Senior Debt
                  less the Amount Owing to any Transactional Bank in respect of
                  or in connection with any Transactional Banking Facility with
                  a TXU8 Borrower; and

       (cc)       (TXU8 borrowers) ensure that all Obligors (other than TXUA
                  Parent, the Partnership, the Borrower and TXUA) are jointly
                  and severally liable for the Indebtedness owing to TXU8 under
                  the TXU8 Loan Agreement; and

       (dd)       (Tax consolidation) ensure that, if a consolidated group is
                  created in accordance with Part 3 - 90 of the Income Tax
                  Assessment Act 1997 (Cth) which would comprise any Obligor,
                  each company in the consolidated group enters into a tax
                  sharing agreement that provides for a fair and reasonable
                  allocation of the tax liabilities of the group.

Hedge Undertakings

17.2   The Partnership, Holdco and TXU Electricity each undertake:

       (a)        (Perform Hedges): to perform and observe all of the
                  obligations on their part contained in the Hedge Agreements to
                  which they are a party and in accordance with the Hedging
                  Policy;

       (b)        (Mark to market): to adjust the Hedging Agreements they each
                  have in place at any time, by closing out appropriate Hedge
                  Agreements and putting new Hedge Agreements in place to ensure
                  that, within the requirements of the Hedging Policy, each
                  would not be required under United States or generally
                  accepted Australian Accounting Standards, to mark to market
                  the obligations under any one or more Hedge Agreements; and

       (c)        (Maximum hedging): to not at any time enter into interest rate
                  hedging arrangements to hedge in excess of 100% of the Group's
                  Interest expense in respect of the Indebtedness of the Group.
<PAGE>
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Accession of Hedge Counterparties

17.3     No financial institution providing hedging facilities which has not
         agreed to subject itself to the terms of this deed as a Hedge
         Counterparty will be entitled to share in any of the arrangements
         constituted by this deed in respect of the Hedge Liabilities.

Notification of Hedge Exposures

17.4     Each Hedge Counterparty must, on request by the Trustee following the
         occurrence of an Event of Default or Potential Event of Default, give
         written notice to the Trustee certifying its Hedge Exposure as at the
         date of the notice.

Restricted and Unrestricted Subsidiaries Undertakings

17.5     Each Obligor undertakes that:

         (a)

               (i)         subject to clause 6.5(c), each Subsidiary of which
                           80% or more of the voting securities or other equity
                           interests are owned by the TXUA Parent or the
                           Borrower, or one or more of their Subsidiaries shall
                           be deemed to be a Restricted Subsidiary; and

               (ii)        subject to clause 6.5(e), each Subsidiary of the TXUA
                           Parent or the Borrower which becomes a Material
                           Operating Subsidiary after the Debt Refinance Date
                           (unless prior to becoming a Material Operating
                           Subsidiary, the Subsidiary is deemed or designated as
                           an Unrestricted Subsidiary in accordance with this
                           clause 6.5) shall be deemed a Restricted Subsidiary
                           and a Required Restricted Subsidiary; and

         (b)   any Subsidiary (including any newly created or
               acquired Subsidiary) that is designated in writing by
               the Borrower to the Trustee as being a Restricted
               Subsidiary at any time shall be a Restricted
               Subsidiary;

         (c)   any Restricted Subsidiary (including any newly
               created or acquired Subsidiary) that is not a
               Required Restricted Subsidiary may be designated by
               the Borrower as an Unrestricted Subsidiary by
               delivery of written notice to the Trustee, provided
               that:

               (i)         no such designation shall be effective if immediately
                           after giving such notice an Event of Default would
                           occur and be subsisting; and

               (ii)        no Subsidiary shall have its designation changed from
                           Restricted Subsidiary to Unrestricted Subsidiary more
                           than twice; and

         (d)    any Subsidiary that is not designated as, or deemed
                to be, a Restricted Subsidiary pursuant to this
                clause 6.5 shall be deemed to be an Unrestricted
                Subsidiary and shall be entitled to be released from
                this deed as an Obligor by the execution of a Deed of
                Release, substantially in the form of schedule 8 to
                this deed and delivery to the Trustee of two executed
                counterparts of the Deed of Release to the trustee
                for execution by the Trustee;

         (e)    as at the date of the Amending Deed:

                (i)        TXU Pipelines Pty Ltd, TXU Pipelines Holdings Pty
                           Ltd, TXU Sea Gas SPVI Pty Ltd and TXU Sea Gas SPV2
                           Pty Ltd will be deemed to be Unrestricted
                           Subsidiaries;

                (ii)       each other Subsidiary of the TXUA Parent or the
                           Borrower is, as at the Debt Refinance Date,
                           designated as a Restricted Subsidiary; and
<PAGE>
55
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                (iii)
                                            (A)    each Subsidiary of the TXUA
                                                   Parent or the Borrower which
                                                   from time to time is a
                                                   Material Operating
                                                   Subsidiary (which, for the
                                                   avoidance of doubt includes
                                                   TXU Electricity, TXU Networks
                                                   (Gas), TXU (South Australia)
                                                   Pty Ltd, TXU Gas
                                                   Storage and TXU
                                                   Pty Ltd); and

                                            (B)    the TXU Australia Holdings
                                                   (Partnership) Limited
                                                   Partnership, the general
                                                   partner of which is TXU
                                                   Australia  Holdings (AGP)
                                                   Pty Ltd and the limited
                                                   partners of which are TXU
                                                   Australia (LP) No. 1 Limited
                                                   and  TXU Australia
                                                   (LP) No. 2
                                                   Limited,

                                     is and will at all times be deemed to be a
                                     Required Restricted Subsidiary;

(f)               if the Borrower designates a Subsidiary to be a Restricted
                  Subsidiary it will procure the Subsidiary to execute and
                  deliver to the Trustee a New Obligor Accession Deed agreeing
                  to be bound as an Obligor under this deed and to provide the
                  Trustee with the documents, instruments and assurances
                  referred to in clause 6.6(j)(iii).

Negative Undertakings

17.6     Each Obligor undertakes that  it will not:

         (a)      (Encumbrances): create or allow to exist or subsist
                  any Security Interest on the whole or any part of its
                  present or future property, except for Permitted
                  Security Interests; and

         (b)      (debt restriction): without the prior written consent
                  of the Trustee (acting on the instructions of the
                  Majority of Senior Creditors), incur any Indebtedness
                  other than Permitted Indebtedness, Indebtedness
                  incurred by the Borrower or Qualifying Subordinated
                  Debt incurred by the TXUA Parent; and

        (c)       (disposals of Assets): in any Financial Year, sell,
                  transfer or otherwise dispose of any Asset (whether
                  in a single transaction or in a series of
                  transactions and whether voluntarily or involuntarily
                  and including by disposal of an Asset which is
                  subsequently leased-back):

                  (i)      which is an interest in a Distribution Licence
                           (except a sale, transfer or other disposal from an
                           Obligor to another Obligor); or

                  (ii)     all or a substantial part of the Total Network Assets
                           which relate to electricity or all or a substantial
                           part of the Total Network Assets which relate to gas;
                           or

                  (iii)   any other Asset unless it is a Permitted Disposal,

                                          provided that the Senior Creditors
                                          shall reasonably consider (but without
                                          any obligation to approve) any sale
                                          and lease-back proposal if the Trustee
                                          has received:

(i)     a copy of the documents relevant to the transaction;
<PAGE>
56
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(ii)    a satisfactory opinion from an Australian law firm or accounting firm as
 to the tax implications of the transaction;

(iii)  in circumstances where the Trustee's legal counsel are of the view that
there are Australian taxation issues and have recommended that a ruling be
obtained from the Australian Taxation Office, a favourable ruling from the
Australian Taxation Office; and

(iv)   evidence that there will be no adverse impact on the cashflow of the
Obligors or the rights of the Senior Creditors under the Transaction Documents;
and

       (d)      (securitisation): assign, sub-participate an interest
                in, otherwise dispose of, or create or allow to exist
                any Security Interest over, receivables arising from
                network charges, or any other receivables or other
                monetary assets except for a securitisation programme
                where:

                (i)        the proceeds received or receivable by the Group are
                           applied to permanently repay and reduce Senior Debt;
                           and

               (ii)        such securitisation programme constitutes a Permitted
                           Disposal; and

       (e)     (Environmental Law): by any act or omission or series
               of acts or omissions breach any Environmental Law if
               the breach has or is likely to have a Material
               Adverse Effect; and

      (f)     (Speculative transactions): engage in or enter into
              any Derivative Transaction or any similar
              transaction, including in respect of energy trading,
              other than under Hedge Agreements, unless that
              transaction:

              (i)    would be a transaction which would ordinarily be
                     carried out by a prudent, responsible company
                     carrying on a similar business; and

              (ii)   would be in accordance with Good Operating Practice;
                     and

      (g)    (Authorisations): agree or consent to any variation
             in any material respect of a material Authorisation
             required for the Core Business where such variation
             has or is likely to have a Material Adverse Effect,
             without the prior written consent of the Trustee
             (acting on the instructions of the Majority of Senior
             Creditors); and

     (h)     (Variation of Intercompany Loan Agreements and
             Partnership Deed): without the prior written consent
             of the Trustee (acting on the instructions of the
             Majority of Senior Creditors) (such consent not to be
             unreasonably withheld):

             (i)     vary or allow to be varied; or

             (ii)    cancel, revoke, surrender or repudiate; or

             (iii)   terminate, permit the termination of or do anything
                     or refrain from doing anything which would entitle
                     any other person to terminate (other than discharge
                     by performance in accordance with its terms), unless
                     it is replaced immediately in substantially the same
                     terms,

                                    any Intercompany Loan Agreement or (for so
                                    long as the Partnership is a Guarantor), the
                                    Partnership Deed; and

     (i)      (partnerships and joint ventures): enter into any partnerships
              or joint venture agreements or agreements of similar effect
              without the prior written consent of the Trustee unless
              entered into in the course of the Core Business; and
<PAGE>
57
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     (j)      (Subsidiaries): create or acquire any Subsidiary (other than
              an Unrestricted Subsidiary) without the prior written consent
              of the Trustee (acting on the instructions of the Majority of
              Senior Creditors) unless:

              (i) the Subsidiary executes and delivers a New Obligor Accession
                  Deed agreeing to be bound as an Obligor under this deed; and

             (ii) the Subsidiary executes and delivers a deed agreeing to be
                  bound jointly and severally as a borrower under the TXU8 Loan
                  Agreement; and

            (iii) the Trustee is provided with any other documents, instruments
                  and assurances as the Trustee reasonably requires in order to
                  ensure that the Subsidiary is bound as an Obligor under this
                  deed and as a borrower under the TXU8 Loan Agreement and that
                  their New Obligor Accession Deed is enforceable against that
                  Subsidiary; and

            (iv)  the Subsidiary carries on only activities in connection with
                  the Core Business; and

     (k)   (loans): be the creditor in respect of any Indebtedness except for:

            (i)   deposits made with a Financier in the ordinary course of
                  business;

            (ii)  Indebtedness extended to customers or contracting parties of
                  the Core Business in respect of payment for goods or services
                  or the satisfaction of contractual obligations owed to the
                  Obligor on arm's-length terms in the ordinary course of
                  business;

          (iii)   loans or other distributions by the TXUA Parent to any of its
                  shareholders;

          (iv)    Permitted Indebtedness; or

          (v)     as approved in writing by the Trustee; and

     (l)  (arm's-length terms): enter into any transaction with any
           person otherwise than on arm's-length terms and for full
           market value; and

     (m)   (Partnership): in the case of the General Partner and the
           Limited Partners (for so long as the Partnership is a
           Guarantor), resign from, terminate or dissolve the Partnership
           or attempt to do so without the prior written consent of the
           Trustee; and

     (n)   (subordinated debt): incur any Subordinated Indebtedness other
           than:

           (i)    the TXU Subordinated Loan;

           (ii)   the Subordinated Convertible Loan;

           (iii)  the Intercompany Loan Debt of TXU8 under the TXUA - TXU8 Loan
                  Agreement; or

           (iv)   Qualifying Subordinated Debt; and

     (o)   (leases): enter into or permit to subsist any lease or licence
           of any assets if the aggregate of all rent or licence fees
           payable in respect of all such leases and licences exceeds
           $20,000,000 in any Financial Year, provided that an Obligor
           may lease or license:
<PAGE>
58
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           (i)    interests in real property but excluding any plant and
                  equipment whether or not it is affixed or attached to land and
                  may constitute a fixture; or

           (ii)   motor vehicles; or

           (iii)  the Torrens Island Power Station and related assets; or

           (iv)   any Generation Asset or other Infrastructure Asset and related
                  assets provided that a substantial component of the rental,
                  premium or other payments payable by an Obligor in relation to
                  such lease or licence are payable upfront at the commencement
                  of the lease or licence; and

     (p)   (TXU8): in the case of TXU8, own any assets (other than assets
           relevant to its status as a body corporate and which have a
           nominal value) or conduct or carry on any business activities
           except:

           (i)    its interest in the TXUA - TXU8 Loan Agreement and the TXU8
                  Loan Agreement; and

           (ii)   Indebtedness as defined in paragraphs (a), (b) and (l) in the
                  definition of Permitted Indebtedness; and

           (iii)  the shares held by it in TXU9; and

     (q)   (TXUA): in the case of TXUA, own any assets (other than assets
           relevant to its status as a body corporate and which have a
           nominal value) or conduct or carry on any business activities
           except:

           (i)    its interest in the TXUA - TXU8 Loan Agreement and the Holdco
                  - TXUA Loan Agreement; and

           (ii)   the shares held by it in TXU8, the TXU8 Borrowers and the
                  Excluded Subsidiaries; and

           (iii)  Indebtedness as defined in paragraphs (b), (c), (e) and (l) in
                  the definition of Permitted Indebtedness; and

           (iv)   general administration and support services for the Group; and

     (r)   (Maintaining the Networks Business):

           (i)    undertake any sale, transfer, or other disposal of any assets,
                  or any purchase or other acquisition of any asset, the result
                  of which would be that the value of the Total Network Assets
                  as calculated using the most recent audited consolidated
                  Financial Statements of the TXUA Parent and its Restricted
                  Subsidiaries (or asset schedule provided with those
                  statements) would be less than 55% of the value of Total Group
                  Assets, as calculated using the most recent audited
                  consolidated Financial Statements (or asset schedule provided
                  with those statements); and

         (ii)     in the event that any sale, transfer, or other disposal of any
                  assets, or any purchase or other acquisition of any asset, may
                  have the result specified in paragraph (r)(i) above, then the
                  Obligors will, within 180 days following such event, either
                  dispose of or acquire such other assets so as to effect
                  compliance with the requirements of this clause (r); and
<PAGE>
59
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(s)               (change of constitution): without the prior written consent of
                  the Trustee, materially change its constitution, which change
                  has or is likely to have a Material Adverse Effect.

 Financial Undertakings

17.7     The Borrower undertakes to ensure that:

         (a)      (Gearing ratio): the percentage of Consolidated Senior Debt
                  (but excluding the Hedge Exposures of the Hedge Counterparties
                  and any other financial institution which is a party to a
                  Hedge Agreement (applying the definition of Hedge Exposure as
                  if that financial institution was a Hedge Counterparty) but
                  including any capital accretions to or in relation to CPI
                  swaps at the relevant time calculated on an accruals basis) to
                  Total Capitalisation is not greater than 65% at all times.

         (b)      (ICR): the Consolidated Interest Cover Ratio as at 30 June
                  2004 and each subsequent Calculation Date will be not less
                  than 1.75.

         (c)      (Net Worth): the Consolidated Net Worth will not be less than
                  $1,300,000,000 at all times.

Changes in Australian Accounting Standards

17.8     Each Obligor undertakes to ensure that:

         (a)      if Australian Accounting Standards change from time to time
                  after the Debt Refinance Date so that the financial
                  calculations required to be made under this deed with respect
                  to the various undertakings contained in clause 6.7
                  ("Financial Undertakings") are materially affected to the
                  Borrower's detriment, the Borrower then shall furnish the
                  Trustee with a certificate of an Authorised Officer of the
                  Borrower specifying the effective date of such change in
                  Australian Accounting Standards and describing in reasonable
                  detail how such change affects the financial calculations,
                  which shall be confirmed in writing by the Group's auditors;
                  and

        (b)       thereafter, the Borrower shall agree in good faith with its
                  auditors and the Trustee (acting on the instructions of the
                  Majority of Senior Creditors) the mechanism to amend the
                  relevant financial covenants levels in clause 6.7 ("Financial
                  Undertakings") and where necessary any relevant definitions so
                  that the amended financial covenants are in effect comparable
                  to the financial covenant levels as at the date of the
                  Amending Deed. Any such revised covenant levels shall be
                  furnished by the Borrower to the Trustee in writing and shall
                  take effect as at the date the Australian Accounting Standards
                  so changed.

17.9     Each Obligor, the Trustee and the Senior Creditors hereby agree:

         (a)      to execute any amendment, waiver or other document reasonably
                  requested by the Borrower and the Trustee (acting upon the
                  instructions of the Majority of Senior Creditors) evidencing
                  the amended financial covenant levels described in clause
                  6.8(b);

         (b)      that if a change in Australian Accounting Standards results in
                  the Borrower breaching any of the financial covenants in
                  clause 6.7 ("Financial Undertakings") which would otherwise
                  cause a Potential Event of Default or Event of Default to
                  occur, (at a time when no other Potential Event of Default or
                  an Event of Default exists), then notwithstanding anything to
                  the contrary in this deed, no Potential Event of Default or an
                  Event of Default will be caused by such a change in Australian
                  Accounting Standards for a period of 180 days following the
                  change in Australian Accounting Standard which would have
                  otherwise caused the occurrence of a Potential Event of
                  Default or an Event of Default.
<PAGE>
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18       Events of Default

Events of default

18.1     Each of the following is an Event of Default (whether or not it is
         within the Obligor's power to prevent it):

         (a)      (payment): an Obligor does not pay, in the manner provided in
                  a Senior Finance Document, any money payable (excluding
                  Interest) when due or, in the case of Interest, any Interest
                  due under a Senior Finance Document within two Business Days
                  of notice of the non-payment being given by the Trustee to the
                  Obligor (or, where non-payment on its due date has arisen
                  solely by reason of a technical, computer or similar error
                  outside the control of the Obligor, within two Business Days
                  of notice of such non-payment being given by the Trustee to
                  the Obligor); or

         (b)      (breach of financial undertakings): the Borrower fails at any
                  time to comply with the undertakings in clauses 6.7(a)
                  ("Financial undertakings - Gearing ratio") or 6.7(c)
                  ("Financial Undertakings - Net Worth") or, in respect of
                  undertaking in clause 6.7(b) ("Financial undertakings - ICR"):

                  (i)   the Borrower fails to deliver to the Trustee a
                        certificate of compliance on the due date as required by
                        clause 6.1(h)("General undertakings - compliance
                        certificate"); or

                 (ii)   it is apparent from a certificate of compliance or from
                        the Financial Statements delivered to the Trustee in
                        accordance with clause 6.1 ("General undertakings") that
                        the Borrower is in breach of the undertaking in clause
                        6.7(b) ("Financial undertakings - ICR"); or

                 (iii)  the Borrower gives notice to the Trustee of a breach of
                        its undertaking in clause 6.7(b) ("Financial
                        undertakings - ICR"); or

                 (iv)   the Trustee gives notice in writing to the Borrower that
                        it is in breach of the undertaking in clause 6.7(b)
                        ("Financial undertakings - ICR") and the Borrower is in
                        fact in breach of that undertaking; or

         (c)      (other defaults): an Obligor commits any breach of, or
                  defaults in the due performance or observance of, any of its
                  obligations or undertakings under the Senior Finance Documents
                  (other than a breach or default described in paragraph (a) or
                  (b) above) and the breach or default, if capable of remedy,
                  continues unremedied for 30 days after the Obligor receives a
                  notice from the Trustee of the breach or default or, where a
                  specific period of grace is allowed in the Senior Finance
                  Documents for that breach or default, the breach or default
                  remains unremedied at the end of that grace period; or

         (d)      (cross default): any Indebtedness of an Obligor (other than
                  any Qualifying Subordinated Debt or Non-Recourse Debt)
                  exceeding in aggregate $20,000,000 (or its equivalent in
                  another currency):

                 (i)    is not satisfied on time or at the end of any applicable
                        period of grace; or

                 (ii)   becomes prematurely payable and is not discharged when
                        due; or

                 (iii)  is not discharged at maturity or when duly called; or

         (e)      (execution against property): execution of a court order or
                  other legal right is levied and not stayed, withdrawn or
                  satisfied within 30 days of being made or a judgment is
                  enforced or an order or Security Interest (other than in
                  respect of Limited Recourse Debt or Non-Recourse Debt) is
                  enforced, or becomes enforceable, against any property of an
                  Obligor for an amount exceeding $10,000,000; or
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         (f)      (misrepresentation): any representation, warranty or statement
                  made or deemed to be made in a Senior Finance Document or
                  otherwise made or deemed to be made by or on behalf of an
                  Obligor in favour of a Senior Creditor, proves to have been or
                  is found to have been untrue, incorrect or misleading in any
                  material respect when made or deemed made; or

         (g)      (Insolvency Event): an Insolvency Event occurs in respect of
                  an Obligor except in the case of a members voluntary winding
                  up or a voluntary deregistration or dissolution of an Obligor
                  which owns no assets and is solvent; or

         (h)      (cessation of business): an Obligor stops payment generally,
                  ceases to carry on its business or a material part of it, or
                  threatens to do either of those things, except as permitted by
                  paragraph (i) ("reduction of capital") to effect a members
                  voluntary winding up or to deregister, dissolve, reconstruct
                  or amalgamate while solvent on terms approved by the Trustee;
                  or

         (i)      (reduction of capital): an Obligor takes action to reduce its
                  capital or passes a resolution referred to in section 254N of
                  the Corporations Act 2001 (C'th), in either case without the
                  prior written consent of the Trustee provided that a reduction
                  of capital in relation to shares held by:

                  (i)  the Borrower in TXUA; and

                  (ii) the Partnership in the Borrower,

                                     to facilitate the payment of any portion of
                                     the Amount Owing to a Senior Creditor shall
                                     be permitted; or

         (j)      (share buy-back): an Obligor without the prior written consent
                  of the Trustee:

                  (i)      effects, or enters or attempts to enter into an
                           agreement to effect, a buy-back of any of its shares
                           other than an employee share scheme buy-back or an
                           odd lot buy-back;

                 (ii)      passes a resolution under section 257C or section
                           257D of the Corporations Act 2001 (C'th), other than
                           a resolution pursuant to an employee share scheme
                           buy-back, or convenes a meeting to consider such a
                           resolution; or

                 (iii)     applies to a court to convene any such meeting or to
                           approve any such resolution or buy-back;

                  provided that a buy-back of any shares held by:

                 (iv)      the Borrower in TXUA; or

                 (v)       the Partnership in the Borrower,

                                    to facilitate the payment of any
                                    portion of the Amount Owing to a
                                    Senior Creditor shall be permitted
                                    and for the purposes of this
                                    paragraph words and expressions which
                                    are used in this paragraph and which
                                    are defined in the Corporations Act
                                    2001 (C'th) have the meanings given
                                    to them in the Corporations Act 2001
                                    (C'th); or
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         (k)     (invalidity):

                 (i)       any party to a Finance Document (other than a Senior
                           Creditor) or a person on that party's behalf claims
                           that a Finance Document or a material clause in a
                           Finance Document is wholly or partly void, voidable
                           or unenforceable; or

                 (ii)      a Finance Document or a material clause in a Finance
                           Document is or becomes wholly or partly void,
                           voidable or unenforceable, and, if that state of
                           affairs is remediable, and the Obligor and each other
                           party (other than the Trustee) to that Finance
                           Document fails promptly to take all steps reasonably
                           requested by the Trustee to remedy, in co-operation
                           with the Trustee and the other Creditors, the
                           relevant defect; or

         (l)      (change in circumstances): a change occurs in a circumstance
                  which is warranted under a Senior Finance Document to exist or
                  in the business, assets or financial condition of an Obligor
                  or any other event or series of events, whether related or
                  not, occurs which has, or is likely to have, a Material
                  Adverse Effect and, if capable of remedy, is not remedied
                  within 30 days after the Obligor receives a notice of such
                  event from the Trustee; or

         (m)      (change of shareholding): if at any time the representation
                  and warranty in clause 5.1(r) ("Representations and warranties
                  - shareholdings") is untrue, incorrect or misleading; or

         (n)      (change of control): TXU ceases for any reason to ultimately
                  control the composition of the board of directors and to have
                  management and operational control of each Obligor; or

         (o)      (investigation): a person is appointed under the Corporations
                  Act 2001 (C'th) or other companies and securities legislation
                  to investigate any part of the affairs of an Obligor which
                  will, or is likely to, result in a Material Adverse Effect; or

         (p)      (seizure): all or any material part of the assets of an
                  Obligor are seized or otherwise appropriated by, or custody
                  thereof is assumed by any Governmental Agency or an Obligor is
                  otherwise prevented from exercising normal control over all or
                  a material part of its assets or loses any of the rights or
                  privileges necessary to maintain its existence or to carry on
                  its business, unless the Obligor has demonstrated to the
                  reasonable satisfaction of the Trustee within 30 days of such
                  seizure, appropriation, assumption of custody or execution
                  ("Exercise of Rights") that no Material Adverse Effect will,
                  or is likely to, result from such Exercise of Rights or as a
                  consequence thereof; or

          (q)     (environmental event): any Governmental Agency takes any
                  action, or there is any claim or requirement of substantial
                  expenditure or alteration of activity, under any Environmental
                  Law, or there is any breach or threatened breach of any
                  Authorisation, which is likely to have a Material Adverse
                  Effect or any circumstance arises which may give rise to such
                  action, claim, requirement or breach and, if capable of
                  remedy, the Obligors fail to take steps (to the satisfaction
                  of the Trustee) to remedy the matter within 30 days of
                  becoming aware of such Governmental Agency action, claim,
                  breach or threatened breach; or

          (r)     (Authorisation):

                  (i)  a Licence is:
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                                  (A) revoked, cancelled, rescinded,
                                      suspended, terminated,
                                      allowed to lapse; or

                                  (B) transferred (except to another Obligor),

                                  and the revocation, cancellation, rescission,
                                  suspension, termination or lapsing is not
                                  reversed or itself revoked or a replacement
                                  is not issued or acquired within 45 days;

                  (ii)  a material Authorisation required for the Core Business
                        is revoked, cancelled, rescinded, suspended, terminated,
                        allowed to lapse (and a replacement is not immediately
                        issued) or transferred (except to another Obligor)
                        which has or is likely to have a Material Adverse
                        Effect;

                  (iii) an administrator is appointed to all or any part of the
                        business of an Obligor under the Gas Industry Act 1994,
                        or the Electricity Industry Act 1993 or any
                        corresponding legislation in a jurisdiction other
                        than Victoria; or

                  (iv)  a material clause in a material Authorisation required
                        for the Core Business is or becomes wholly or partly
                        void, voidable or unenforceable, or is claimed to be so
                        by an Obligor or by anyone on its behalf and, if capable
                        of remedy, that state of affairs is not remedied within
                        30 days of the Obligor becoming aware of it and, in
                        respect of a material Authorisation only, where such
                        voidness or unenforceability has or is likely to
                        have a Material Adverse Effect; or

          (s)     (other void contracts):

                  (i)  for so long as the Partnership is a Guarantor, the
                       Partnership Deed or any material provision of the
                       Partnership Deed is terminated or is or becomes void
                       voidable or unenforceable; or

                 (ii)  an Intercompany Loan Agreement or any material provision
                       of any of those documents is terminated or is or becomes
                       void, voidable or unenforceable; or

          (t)     (any other event): any other event which an Obligor and the
                  Trustee may agree shall be an Event of Default for the
                  purposes of this clause 7.1 ("Events of default") occurs; or

          (u)     (Hedge Agreement): an event of default (other than in relation
                  to the Hedge Counterparty) occurs under a Hedge Agreement
                  which has not been remedied or waived and which results in an
                  amount in excess of $20,000,000 (or its equivalent in another
                  currency) becoming prematurely payable and which:

                  (i)  is not satisfied on time or at the end of any applicable
                       period of grace; or

                 (ii)  is not discharged when due; or

                 (iii) is not discharged at maturity or when duly called; or

          (v)     (Security Interest): any Security Interest is created or
                  allowed to exist or subsist on any shares held in the Borrower
                  or an Obligor creates or allows to exist or subsist a Security
                  Interest on the whole or any part of its present or future
                  property except for a Permitted Security Interest and the
                  Security Interest is not discharged and released within 30
                  days after the Borrower receives a notice of such event from
                  the Trustee.
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Consequences of default

18.2     If an Event of Default occurs, then the Trustee may:

         (a)      if instructed by the Majority of Senior Creditors, declare at
                  any time by notice to the Borrower, the Partnership and TXU
                  Electricity (or other relevant Obligors, in the case of a
                  Transactional Banking Facility) that:

                  (i)  an amount equal to the total Amount Owing to all Senior
                       Creditors is either:

                                 (A) payable on demand; or

                                 (B) immediately due for payment; and/or

                  (ii) the Senior Creditors' obligations specified in the notice
                       are terminated; or

         (b)      if instructed by one or more Senior Creditors in
                  accordance with clause 3.8 ("Matters requiring
                  instructions from relevant Senior Creditors"),
                  declare at any time by notice to the Borrower, the
                  Partnership and TXU Electricity (or other relevant
                  Obligors, in the case of a Transactional Banking
                  Facility) that:

                  (i)  an amount equal to the total Amount Owing to all of
                       the Senior Creditors who are a party to or have the
                       benefit of the Senior Finance Document in respect of
                       which the default has occurred is either:

                                 (A) payable on demand; or

                                 (B) immediately due for payment; and/or

                  (ii) the relevant Senior Creditors' obligations specified in
                       the notice are terminated.

18.3     The Trustee may make either or both of the declarations referred to in
         clause 7.2(a) and 7.2(b) ("Consequences of default"). The making of
         either of them gives immediate effect to its provisions. The Borrower,
         the Partnership, TXU Electricity or other relevant Obligors (in the
         case of a Transactional Banking Facility) must pay any amount demanded
         in accordance with a demand.

18.4

         (a)      If the Trustee makes any declaration under clause 7.2
                  ("Consequences of default"):

                  (i)  the declaration does not affect or diminish the duties
                       and obligations of an Obligor under the Senior Finance
                       Documents; and

                  (ii) each Obligor must continue to perform its obligations
                       under the Senior Finance Documents as if the declaration
                       had not been made, subject to any directions that may be
                       given by the Trustee (acting upon the instructions of
                       the Majority of Senior Creditors) from time to time in
                       accordance with the Senior Finance Documents.

         (b)      Clause 7.4(a) does not affect the obligations of the Borrower,
                  the Partnership, TXU Electricity (or other relevant Obligors,
                  in the case of a Transactional Banking Facility) under clause
                  7.3.
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18.5

         (a)      After a declaration is made under clause 7.2 ("Consequences of
                  default"), the relevant Senior Finance Documents may be
                  enforced (but subject always to clause 7.2 ("Consequences of
                  default")) without further notice to or consent by an Obligor
                  or any other person even if a Senior Creditor accepts any part
                  of the Amount Owing to it after an Event of Default or there
                  has been any other Event of Default.

         (b)      A Senior Creditor is not liable to any Obligor for any Loss or
                  damage an Obligor may suffer, incur or be liable for arising
                  out of or in connection with the Senior Creditor exercising
                  any right under any Senior Finance Document except for any
                  Loss or damage resulting from the fraud, wilful misconduct or
                  gross negligence of the Senior Creditor.

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19       Distribution of Recovered Money

19.1     If at any time the Trustee receives money under a Senior Finance
         Document which is available for distribution (this includes money which
         is received by the Trustee before a notice is given under clause 7.2(a)
         ("Consequences of default") but which, for any reason whatsoever, has
         not been distributed by the time a notice is given under clause 7.2(a)
         ("Consequences of default")) on or after the Fixed Date whether or not
         it represents the proceeds of recovery action taken under any Senior
         Finance Document, then the money must be distributed by the Trustee in
         accordance with clause 8.4.

19.2     Unless the Majority of Senior Creditors decide otherwise, money
         referred to in clause 8.1 does not form part of the Recovered Money on
         a Recovered Money Distribution Date if in accordance with any Senior
         Finance Document the money has been placed to the credit of a suspense
         account in order to preserve rights to prove in the bankruptcy or
         liquidation of any person.

19.3     Any suspense account to which money is placed under clause 8.2 is to be
         an interest bearing account selected reasonably by the Trustee.
         Interest earned on the account is to be treated as Recovered Money.

19.4     Recovered Money is to be distributed by the Trustee as soon as
         practicable after the Trustee receives it as follows:

                         (a)    first, towards satisfaction of all
                                costs, charges and expenses properly
                                incurred by the Trustee in or
                                incidental to the exercise or
                                performance or attempted exercise or
                                performance of any of the rights,
                                powers or remedies conferred under
                                any Senior Finance Document;

                         (b)    secondly, towards satisfaction of
                                any other expenses or outgoings in
                                connection with any receivership
                                under or the enforcement of any
                                Senior Finance Document;

                         (c)    thirdly, towards payment to the
                                Trustee of any money due to it in
                                its capacity as Trustee under any
                                Senior Finance Document;
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                         (d)   fourthly, towards payment to each
                                Senior Creditor of an amount (not
                                exceeding the Amount Owing of that
                                Senior Creditor) equal to that
                                Senior Creditor's Share at that time
                                of the Recovered Money;

                         (e)    fifthly, to the extent that this
                                deed secures the payment of other
                                amounts, towards payment to the
                                persons entitled to those amounts
                                and, if more than one, in a
                                proportion for each person equal to
                                the proportion that the amount owed
                                to that person bears to the
                                aggregate amount owed to all those
                                persons; and

           (f)    sixthly, the surplus (if any) shall be paid on demand, to the
                  relevant Obligors, but will not carry interest.

19.5     If at any time the Trustee receives money under a Senior Finance
         Document after a notice is given under clause 7.2(b) ("Consequences of
         default") but before a notice is given under clause 7.2(a)
         ("Consequences of default") (whether or not it represents the proceeds
         of recovery action taken under any Senior Finance Document) then the
         money must be distributed by the Trustee in accordance with clause 8.4
         except that the references in clause 8.4(e) to "Senior Creditor" shall
         be limited to the Senior Creditors who have instructed or were entitled
         to instruct the Trustee to take action under clause 7.2(b)
         ("Consequences of default") in accordance with clause 3.8 ("Matters
         requiring instructions from relevant Senior Creditors").

--------------------------------------------------------------------------------
20       Replacement of Trustee

Removal of Trustee
20.1

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

              (i)   by the Majority of Senior Creditors giving to the Trustee at
                    least 30 days' notice to that effect;

              (ii)  subject to clause 9.1(b), with the agreement of the
                    Borrower, which agreement must not be unreasonably
                    withheld or delayed; and

             (iii)  by the Borrower, if the Majority of Senior Creditors
                    and the Borrower agree that the Trustee has engaged
                    in fraud, gross negligence or wilful misconduct.

         (b) The Borrower's agreement under clause 9.1(a) is not required if:

             (i)    an Event of Default has occurred and is subsisting;

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

             (iii)  an Insolvency Event occurs or arises in relation to
                    the Trustee.

Resignation

20.2     Subject to clause 9.5 ("Appointment of successor Trustee"), the Trustee
         may resign as Trustee by giving to the Borrower and each other Senior
         Creditor not less than 30 days' notice (or such shorter period as the
         Borrower and the Majority of Senior Creditors may agree) of its
         intention to do so.

Effect of resignation or removal

20.3

         (a)      Upon the resignation or removal of the Trustee pursuant to
                  clauses 9.1 ("Removal of Trustee") or 9.2 ("Resignation") ,
                  the Trustee is released from any further obligations as
                  Trustee under this deed, but such release does not prejudice
                  any liability in respect of any default arising before the
                  termination of appointment.
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         (b)      Subject to clause 9.3(c) , the Borrower must indemnify the
                  Trustee and each Senior Creditor for the costs of the
                  resignation, removal or replacement of the Trustee under this
                  clause 9 ("Replacement of Trustee").

         (c)      If the Trustee is removed or retires:

                 (i)   due to the Trustee's fraud, gross negligence or wilful
                       misconduct; or

                 (ii)  at its own election,

                                  the reasonable costs of the resignation or
                                  removal of the Trustee will be borne by the
                                  Trustee.

Assurances

20.4    Despite clauses 9.1 ("Removal of Trustee") or 9.2 ("Resignation"), no
        resignation or removal of the Trustee takes effect unless:

        (a)       a successor Trustee has been appointed in accordance with
                  clause 9.5 ("Appointment of successor Trustee");

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

        (c)       the successor Trustee has obtained title to any guarantee,
                  guarantee and indemnity or Security Interest held by the
                  retiring Trustee.

Appointment of successor Trustee

20.5

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

                  (i)   must not be unreasonably withheld or delayed;

                  (ii)  is not required if:

                                       (A) an Event of Default has
                                           occurred and subsisting; or

                                       (B)  the successor Trustee is to be a
                                            Related Entity of the retiring
                                            Trustee; and

                  (iii) is deemed to be given by the Borrower if the Borrower
                        does not reply within 10 Business Days after the request
                        for its  approval is made.

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

                  (i)   notice of resignation or removal is given in accordance
                        with clauses 9.1 ("Removal of Trustee") or 9.2
                        ("Resignation"); or

                  (ii)  the Trustee's appointment is otherwise terminated,
                        the Trustee may, on behalf of each Senior Creditor,
                        appoint a successor Trustee of any type or nature and on
                        such terms and conditions as to fees and other terms as
                        the terminated Trustee thinks fit.
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         (c)      Each Senior Creditor and Obligor is bound by the terms and
                  conditions of any appointment effected under clause 9.6(b).

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

         (e)      When a successor Trustee is appointed, the successor Trustee
                  and each other party to the Senior Finance Documents has the
                  same rights and obligations among themselves as they would
                  have had if the successor Trustee had been an original party
                  to the Senior Finance Documents to which the Trustee is a
                  party (other than in relation to any accrued right against the
                  terminated Trustee for default under the Senior Finance
                  Documents) in place of the terminated Trustee.

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21       Limitation on Liability

21.1     The Trustee acknowledges that the liability of TXU Australia (LP) No. 1
         Ltd and TXU Australia (LP) No. 2 Ltd to contribute to the debts or
         obligations of the Partnership is, subject to the Partnership Act 1958
         of Victoria, limited to the amount shown in relation to it in the
         Register (as defined in the Partnership Act 1958 of Victoria) as to the
         extent to which it is liable to contribute. Nothing in this deed or the
         other Transaction Documents imposes any liability on TXU Australia (LP)
         No. 1 Ltd and TXU Australia (LP) No. 2 Ltd in excess of the limit
         referred to in this clause 10.1 provided that this limitation does not
         affect the amount of any Amount Owing, the Guaranteed Money or the
         liability of the Obligors (other than TXU Australia (LP) No. 1 Ltd and
         TXU Australia (LP) No. 2 Ltd) under the Senior Finance Documents.

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22       Costs, charges, expenses and indemnities

What the Borrower agrees to pay

22.1     The Borrower agrees to pay or reimburse the Trustee and each other
         Senior Creditor on demand for:

         (a)      the reasonable Costs of the Trustee and each other Senior
                  Creditor in connection with:

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

                  (ii)  their being satisfied that conditions to drawing have
                        been met; and

                  (iii) giving and considering consents, approvals, agreements,
                        waivers, discharges and releases and any variation or
                        amendment of, under, to or otherwise in connection with
                        a Senior Finance Document; and

         (b)      the Costs of the Trustee and each other Senior Creditor in
                  connection with the enforcing of or preserving rights (or
                  considering enforcing or preserving them) under any Senior
                  Finance Document, or doing anything in connection with any
                  enquiry by an authority involving the Obligor or any of its
                  Related Entities; and
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         (c)      Taxes and fees (including registration fees) and fines and
                  penalties in respect of fees paid, or that the Trustee
                  reasonably believes are payable, in connection with any Senior
                  Finance Document or a payment or receipt or any other
                  transaction contemplated by any Senior 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
                  the Trustee in sufficient cleared funds for the Trustee to be
                  able to pay the Taxes or fees by the due date.

                                  The Trustee or Senior Creditor may debit any
                                  of these amounts to the Borrower's account
                                  after asking the Borrower to pay and the
                                  Borrower has failed to pay the amount
                                  requested.

Indemnity

22.2     The Borrower indemnifies the Trustee and each other Senior Creditor
         against any liability or Loss arising from, and any Costs incurred in
         connection with:

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

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

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

(d) an Event of Default; or

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

(f) any indemnity the Trustee or any other Senior Creditor properly gives a
Controller or an administrator of an Obligor or to the Trustee in respect of an
indemnity properly given by the Trustee or the other Senior Creditor to such
Controller or administrator.

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

Items included in loss, liability and Costs

22.3     The Borrower agrees that:

         (a)      the Costs referred to in clause 11.1 ("What the Borrower
                  agrees to pay") and the liability, Loss or Costs referred to
                  in clause 11.2 ("Indemnity") include in relation to clause
                  11.1(a), reasonable legal Costs and in relation to clause
                  11.1(b) and 11.2 ("Indemnity"), 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 11.1(a) and (b) ("What the
                  Borrower agrees to pay") include those paid, or that the
                  Trustee or relevant Senior Creditor reasonably believes are
                  payable, to persons engaged by the Trustee or a Senior
                  Creditor in connection with the Senior Finance Documents (such
                  as consultants); and
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         (c)      Loss or liability and any Costs in any indemnity under the
                  Senior Finance Documents may include "break costs". These may
                  be calculated by any method the Senior Creditor reasonably
                  chooses including by reference to any Loss it incurs because
                  the Senior Creditor terminates arrangements it has made with
                  others to fund (or to maintain its funding of) financial
                  accommodation under the Senior Finance Documents.

Payment of third party losses

22.4     The Borrower agrees to pay the Trustee or Senior Creditor an amount
         equal to any liability or Loss and any Costs of the kind referred to in
         clause 11.2 ("Indemnity") suffered or incurred by any attorney,
         employee, officer, agent or contractor of the Trustee or the Senior
         Creditor except to the extent caused by that person's gross negligence.

Currency conversion on judgment debt

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

         (a)      any difference arising from converting the other currency if
                  the rate of exchange used by the Trustee or the Senior
                  Creditor in accordance with the Senior Finance Documents for
                  converting currency when it receives a payment in the other
                  currency is less favourable to the Trustee or the Senior
                  Creditor 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 to the Trustee on demand from
                                  the Trustee.

Trustee fees

22.6     The Borrower agrees to pay the Trustee a fee for acting as trustee
         under this deed, such fee to be of an amount and to be
         paid in a manner as separately agreed in writing between the Borrower
         and the Trustee.


GST

22.7

         (a)      Despite any other provisions of the Senior Finance Documents,
                  in the event that GST has application to any supply made by a
                  Senior Creditor to the Obligors under or in connection with
                  the Senior Finance Documents, the Senior Creditor may,
                  in addition to any amount or consideration payable under the
                  Senior 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 shall be calculated without any deduction or
                  set-off of any other amount and is payable by the Borrower
                  upon demand by the Trustee whether such demand is by
                  means of an invoice or otherwise.

          (b)     In relation to any taxable supplies under or in connection
                  with the Senior Finance Documents, the relevant Senior
                  Creditor 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 11.7(a) , in a form that
                  will enable the Borrower to claim any refund or credit of GST
                  permitted by the GST law.
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          (c)     If at any time an adjustment is made as between the Senior
                  Creditor and the relevant taxing authority of an amount paid
                  on account of GST on any supply made by the Senior Creditor
                  under the Senior Finance Documents, a corresponding adjustment
                  must be made as between the Senior Creditor and the Borrower
                  and any payments required to give effect to the adjustment
                  must be made. If the Senior Creditor is entitled to an
                  adjustment by way of refund, the Senior Creditor must apply
                  for the refund if requested in writing to do so by the
                  Borrower.

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

-------------------------------------------------------------------------------
23       Notices

Form

23.1     Unless expressly stated otherwise in the Senior Finance Documents, all
         notices, certificates, consents, approvals, waivers and other
         communications in connection with a Senior Finance Document:

         (a)      must be in writing, signed by an Authorised Officer of the
                  sender and marked for attention as set out in schedule 5 if
                  the recipient has notified otherwise, then marked for
                  attention in the way last notified; and

         (b)      must be:

                 (i)   left at the address set out in schedule 5; or

                 (ii)  sent by prepaid post (airmail, if appropriate) to the
                       address set out in schedule 5; or

                 (iii) sent by fax to the fax number set out in schedule 5,

                                     but if the intended recipient has
                                     notified a changed postal address or
                                     fax number, then the communication
                                     ("Communications") must be to that
                                     address or number; or

         (c)      if sent by post, are taken to be received three Business Days
                  after posting (or seven Business Days after posting if sent to
                  or from a place outside Australia); and

         (d)      if sent by fax, are taken to be received at the time shown in
                  the transmission report as the time that the whole fax was
                  sent; and

         (e)      despite clauses 12.1(c) and 12.1(d), Communications take
                  effect from the time they are received unless a later time is
                  specified in them provided that if the receipt is on a day
                  which is not a Business Day or is after 5.00pm (addressee's
                  time) it is taken to be received at 9.00am on the following
                  Business Day.
<PAGE>
72
-------------------------------------------------------------------------------
Waiver of notice period

23.2     The Trustee may waive a period of notice required to be given by an
         Obligor under this deed.

-------------------------------------------------------------------------------
24       Change in Creditors

New Senior Creditor

24.1     A person may only become a Senior Creditor under this deed and a Senior
         Creditor under the Amending Deed and be entitled to receive the
         benefits of a Senior Creditor and be bound by the obligations of a
         Senior Creditor under this deed and Amending Deed if that person has:

         (a)      executed two counterparts of a New Creditor Accession Deed in
                  a form and executed in a manner approved by the Trustee
                  (acting reasonably); and

         (b)      delivered the two executed counterparts of the New Creditor
                  Accession Deed to the Trustee for execution by the Trustee;
                  and

         (c)      delivered to the Trustee any other document reasonably
                  requested by the Trustee to evidence that the New Creditor
                  Accession Deed is enforceable against that person,

                            and an Event of Default or Potential Event of
                            Default will not occur as a result of that
                            person becoming a Senior Creditor under this
                            deed.

New Junior Creditor

24.2     Subject to clause 13.9 ("New Junior Creditor - condition precedent"),
         a person may only become a Junior Creditor under this deed if that
         person has:

         (a)      agreed to accede to this deed and the Amending Deed and to
                  receive the benefits of a Junior Creditor and be bound by the
                  obligations of a Junior Creditor under this deed and the
                  Amending Deed:

                 (i)   executing two counterparts of a New Creditor Accession
                       Deed in a form and executed in a manner approved by the
                       Trustee (acting reasonably); and

                 (ii)  delivering the two executed counterparts of the New
                       Creditor  Accession Deed to the Trustee for execution by
                       the Trustee; and

                 (iii) delivering to the Trustee any other document reasonably
                       requested by the Trustee to evidence that the New
                       Creditor Accession Deed is enforceable against that
                       person; or

         (b)      agreed to be bound by the obligations of a Junior Creditor as
                  if it were a party to this deed and the Amending Deed as a
                  Junior Creditor by:

                  (i)  executing (and arranging for the execution by any
                       relevant Obligor of) three counterparts of a Deed of
                       Subordination in a form and executed in a manner
                       approved by the Trustee (acting reasonably); and

                  (ii) delivering the three executed counterparts of the Deed of
                       Subordination to the Trustee for execution by the
                       Trustee; and

                  (iii)delivering to the Trustee any other document reasonably
                       requested by the Trustee to evidence that the Deed of
                       Subordination is enforceable against that person; or
<PAGE>
73
-------------------------------------------------------------------------------
          (c)     demonstrated to the absolute satisfaction of the Trustee and
                  in a manner approved by the Trustee that the Indebtedness owed
                  to it by any Obligor is subordinated on substantially the same
                  terms as Junior Debt is subordinated under this deed.

Change in Senior Creditors

24.3     If any Senior Creditor assigns any of its rights or transfers by
         novation any of its rights and obligations under any Finance Document
         (in accordance with the relevant provisions of the relevant Finance
         Document), it must cause the assignee or transferee to become a new
         Senior Creditor by:

         (a)      executing three counterparts of a New Creditor Accession Deed
                  in a form and executed in a manner approved by the Trustee
                  (acting reasonably); and

         (b)      delivering the three executed counterparts of the New Creditor
                  Accession Deed to the Trustee for execution by the Trustee;
                  and

         (c)      delivering to the Trustee any other document reasonably
                  requested by the Trustee to evidence that the New Creditor
                  Accession Deed is enforceable against that assignee or
                  transferee.

Change in Junior Creditor

24.4     If any Junior Creditor (other than an Obligor) who is a party to this
         deed assigns any of its rights or transfers by novation any of its
         rights or obligations under any Junior Finance Document (in accordance
         with the relevant provisions of the relevant Junior Finance Document),
         then, subject to clause 13.9 ("New Junior Creditor - condition
         precedent"), it must cause the assignee or transferee to become a new
         Junior Creditor by:

         (a)      executing three counterparts of a New Creditor Accession Deed
                  which is then in a form and executed in a manner approved by
                  the Trustee (acting reasonably);

         (b)      delivering the three executed counterparts of the New Creditor
                  Accession Deed to the Trustee for execution by the Trustee;
                  and

         (c)      delivering to the Trustee any other document reasonably
                  requested by the Trustee to evidence that the New Creditor
                  Accession Deed is enforceable against that assignee or
                  transferee.

Effect of Accession

24.5     On and from the Accession Date for a New Creditor:

         (a)      the New Creditor becomes bound by this deed and the Amending
                  Deed and receives the benefits under this deed as if it were a
                  party to this deed and the Amending Deed;

         (b)      in the case of assignment or transfer to the New Creditor, the
                  assigning or transferring party continues to be bound by this
                  deed and the Amending Deed unless the Relevant Senior Debt or
                  Relevant Junior Debt (as the case may be) is reduced to zero,
                  in which case it is released from any further obligations
                  under this deed; and

(a)      each other party continues to be bound by this deed and the Amending
Deed  on the basis that the New Creditor is a Creditor.

Authority

24.6     Each other party to this deed (other than any Creditor which is
         assigning any of its rights or transferring by novation any of its
         rights and obligations under any Finance Document to the New Creditor)
         irrevocably authorises the Trustee to execute any New Creditor
         Accession Deed signed by a New Creditor on its behalf.
<PAGE>
74
-------------------------------------------------------------------------------
24.7     Each Senior Creditor irrevocably authorises the Trustee to execute any
         Deed of Subordination signed by a new Junior Creditor and an Obligor
         on its behalf.

<PAGE>
75
-------------------------------------------------------------------------------
Restriction on Senior Creditors

24.8     Notwithstanding anything else in this deed, neither an Obligor nor any
         Related Entity of an Obligor can accede to this deed as a Senior
         Creditor.

New Junior Creditor - condition precedent

24.9     If it is proposed that a person become a Junior Creditor after the date
         of this deed, the Trustee may, as a condition precedent to that person
         becoming a Junior Creditor, acting reasonably request that it receive
         from lawyers reasonably approved by the Trustee a legal opinion in form
         and substance acceptable to the Trustee in connection with the
         enforceability of the subordination provisions of this deed against
         that person.

Notice of Change

24.10    The Trustee may treat each Creditor (or any assignee or substitute or
         New Creditor of which the Trustee has actual notice) as the holder of
         the benefit of that Creditor's interests and subject to the Creditor's
         obligations under the relevant Finance Documents for all purposes,
         unless and until it receives notice to the contrary.

24.11    A Creditor must promptly notify the Trustee of any assignment or
         novation of that Creditor's rights, benefits or obligations
         under any Finance Document.

-------------------------------------------------------------------------------
25       General

Set-off
25.1     At any time after an Event of Default and for so long as it subsists,
         the Trustee or a Senior Creditor may set off any amount due for payment
         by the Trustee or the Senior Creditor, respectively, to an Obligor
         against any amount due for payment by that Obligor to the Trustee or
         the Senior Creditor, respectively, under the Senior Finance Documents.

Certificates

25.2     The Trustee or a Senior Creditor may give an Obligor a certificate
         about an amount payable or other matter in connection with a
         Transaction Document. The certificate is sufficient evidence of the
         amount or other matter, unless it is proved to be incorrect.

Prompt performance

25.3     If this deed specifies when an Obligor agrees to perform an obligation,
         the Obligor agrees to perform it by the time specified. The Obligor
         agrees to perform all other obligations promptly.

Discretion in exercising rights

25.4     The Trustee or a Senior Creditor may exercise a right or remedy or give
         or refuse its consent in any way it considers appropriate (including by
         imposing conditions), unless a Transaction Document expressly states
         otherwise.

Consents

25.5     Each Obligor agrees to comply with all conditions in any consent the
         Trustee or a Senior Creditor gives in connection with a
         Transaction Document.

Partial exercising of rights

25.6     If the Trustee or a Senior Creditor  does not exercise a right or
         remedy fully or at a given time, the Trustee or Senior
         Creditor can still exercise it later.

No liability for loss
<PAGE>
76
-------------------------------------------------------------------------------
25.7     None of the Trustee or a Senior Creditor is liable for Loss caused by
         the exercise or attempted exercise of, failure to exercise, or delay in
         exercising, a right or remedy.

Conflict of interest

25.8     The Trustee's or a Senior Creditor's rights and remedies under this
         deed may be exercised even if this involves a conflict of duty or the
         Trustee or the Senior Creditor r has a personal interest in their
         exercise.

Remedies cumulative

25.9     The rights and remedies of the Trustee or a Senior Creditor under this
         deed are in addition to other rights and remedies given by law
         independently of this deed.

Rights and obligations are unaffected

25.10    Rights given to the Trustee or a Senior Creditor under this deed and
         an Obligor's liabilities under it are not affected by any law that
         might otherwise affect them.

Indemnities

25.11    The indemnities in this deed are continuing obligations, independent of
         the Obligors' other obligations under this agreement and continue after
         this deed ends. It is not necessary for the Trustee, or a Senior
         Creditor to incur expense or make payment before enforcing a right of
         indemnity under this deed.

Variation and waiver

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

Confidentiality

25.13    The Trustee and each Senior Creditor agree not to disclose information
         provided by the Obligors that is not publicly  available except:

         (a)      in connection with any person exercising rights or dealing
                  with rights or obligations under a Transaction Document
                  (including when consulting other Senior Creditors after a
                  Potential Event of Default or an Event of Default or in
                  connection with preparatory steps such as negotiating with any
                  potential assignee or potential participant of the Creditor's
                  rights or to any ratings agency for the purposes of
                  securitisation or other person who is considering contracting
                  with the Creditor in connection with a Transaction Document);
                  or

         (b)      to a person considering entering into (or who enters into) a
                  credit swap with the Trustee or a Senior Creditor involving
                  credit events relating to the Borrower or any of their Related
                  Entities; or

        (c)       to officers, employees, legal and other advisers and auditors
                  of the Trustee or a Senior Creditor; or

        (d)       to any party to this agreement or any Related Entity of the
                  Trustee or a Senior Creditor, provided the recipient agrees to
                  act consistently with this clause 14.13; or

        (e)       with the Obligors' consent (not to be unreasonably withheld);
                  or

        (f)       as required to be in compliance with any Directive or stock
                  exchange or regulatory authority.

                         The Obligors consent to disclosures made in accordance
                         with this clause 14.13.
<PAGE>
77
-------------------------------------------------------------------------------
Further steps

25.14    The Obligors agree to do anything the Trustee or a Senior Creditor asks
         (such as obtaining consents, signing and producing documents and
         getting documents completed and signed) to bind the Obligors and any
         other person intended to be bound under the Senior Finance Documents.

Inconsistent law

25.15    To the extent permitted by law, this deed prevails to the extent it is
         inconsistent with any law.

Supervening legislation

25.16    Any present or future legislation which operates to vary the
         obligations of the Obligors in connection with a Finance Document with
         the result that the Trustee's or a Senior Creditor's , 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.

Time of the essence

25.17    Time is of the essence in any Senior Finance Document in respect of an
         obligation of an Obligor to pay money.

Counterparts

25.18    This deed may consist of a number of copies of this deed each signed by
         one or more parties to the deed. When taken together, the signed copies
         are treated as making up the one document.

Serving documents

25.19    Without preventing any other method of service, any document in a court
         action may be served on a party by being delivered to or left at that
         party's address for service of notices under clause 13 (Notices).

                      (i)      TXU Australia (LP) No. 1 Ltd and TXU Australia
                               (LP) No. 2 Ltd irrevocably appoint TXU Australia
                               Holdings (AGP) Pty Ltd to receive any document
                               referred to in this clause 14.19.  If, for any
                               reason, TXU Australia Holdings (AGP) Pty Ltd
                               ceases to be able to receive those documents,
                               TXU Australia (LP) No. 1 Ltd and TXU Australia
                               (LP) No. 2 Ltd must immediately appoint another
                               person within Victoria to receive any such
                               document and notify the Trustee; and

                     (ii)      TXU irrevocably appoints the Borrower
                               to receive any document referred to
                               in this clause 14.19. If, for any
                               reason, the Borrower ceases to be
                               able to receive those documents, TXU
                               must immediately appoint another
                               person within Victoria to receive any
                               such document and notify the Trustee.

Consent by Obligors

25.20    Each Obligor unconditionally and irrevocably consents to any Subsidiary
         becoming an Obligor after the date of this deed by executing and
         delivering a New Obligor Accession Deed and agrees that any Subsidiary
         becoming an Obligor will not adversely affect or prejudice:

         (a) its obligations under any Finance Document; or

         (b) the rights of the Creditors under any of the Finance Documents.
<PAGE>
78
-------------------------------------------------------------------------------
Statutory powers

25.21

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

(b)               To the extent not prohibited by law except as required by any
                  Senior Finance Document, before enforcing this deed or
                  exercising any right under the Senior Finance Documents, the
                  Trustee is not required to give any notice or allow the
                  expiration of any time to any person.

-------------------------------------------------------------------------------
26       Governing law, jurisdiction and service of process

26.1     This deed is governed by the law in force in Victoria.

26.2     Each party irrevocably and unconditionally submits to the non-exclusive
         jurisdiction of the courts of Victoria and courts of appeal from them.
         Each party waives any right it has to object to an action being brought
         in those courts including, without limitation, by claiming that the
         action has been brought in an inconvenient forum or that those courts
         do not have jurisdiction.

26.3     Without preventing any other mode of service, any document in an action
         (including, without limitation, any writ of summons or other
         originating process or any third or other party notice) may be served
         on any party by being delivered to or left for that party at its
         address for service of notices under clause 12 ("Notices").

EXECUTED as a deed


<PAGE>

79
-------------------------------------------------------------------------------

Schedule 1                 Restricted Subsidiaries
-------------------------------------------------------------------------------
    NAME OF OBLIGOR                                ABN (or ACN where indicated)
-------------------------------------------------------------------------------
    TXU Australia Holdings Pty Ltd                        97 086 006 859

    TXU Australia Pty Ltd                                 96 071 611 017

    TXU (No. 8) Pty Ltd                                   15 085 235 776

    TXU (No. 9) Pty Ltd                                   36 085 235 801

    TXU Networks (Gas) Pty Ltd                            43 086 015 036

    TXU Pty Ltd                                           99 086 014 968

    TXU Electricity Limited                               91 064 651 118

    TXU (No. 12) Pty Ltd                                  50 087 307 908

    TXU (No. 7) Pty Ltd                                   98 085 235 749

    TXU Gas Storage Pty Ltd                               71 079 089 311

    TXU Networks Pty Ltd                                  27 075 826 881

    TXU (No. 14) Pty Ltd                                  47 076 229 519

    TXU Customer Services Pty Ltd                         28 080 886 513

    TXU (Tallawarra)  Pty Ltd                             69 081 074 142

    TXU Australia Services Pty Ltd                        73 081 074 160

    TXU (No. 13)  Pty Ltd                                 38 075 826 925

    TXU (South Australia) Pty Ltd                         84 081 074 204

    TXU Torrens Island Pty Ltd                            67 081 074 197

    Joule Resources Pty Ltd                               65 081 074 188

    TXU Home Services Pty Ltd                             43 095 759 881

    Data and Measurement Solutions Pty Ltd                73 097 962 395

    TXU MEB Holdings Pty Ltd                              22 097 341 636

    TXU MEB Pty Ltd                                       90 097 241 917

    TXU VN Pty Ltd                                        83 097 241 891

    Victoria Networks Pty Ltd                             64 096 573 572

    TXU (No. 6) Pty Ltd                                   42 081 688 913
<PAGE>
80
-------------------------------------------------------------------------------
    TXU Australia (Queensland) Pty Ltd                    49 081 754 538

    TXU Share Plans Pty Ltd                               21 098 955 616

    The Partnership, the general partner of               40 315 470 807
    which is TXU Australia Holdings (AGP) Pty Ltd
    and the limited partners of which are
    TXU Australia (LP) No. 1 Limited and
    TXU Australia (LP) No. 2 Limited.

    TXU (Tallawarra Pipelines) Pty Ltd                    19 107 137 735
-------------------------------------------------------------------------------

<PAGE>
<TABLE>
<CAPTION>

81
-------------------------------------------------------------------------------------------------------------------
Schedule 2                 Financiers
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>
NAME OF FINANCIER                     ACN/ARBN/ABN                NOTICE DETAILS
-------------------------------------------------------------------------------------------------------------------
Syndicated Facilities Financiers

-------------------------------------------------------------------------------------------------------------------
Australia and New Zealand Banking     ABN 11 005 357 522          Level 17
Group Limited                                                     530 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9273 3591
                                                                  Attention:        Ms Lisa Rickards

-------------------------------------------------------------------------------------------------------------------
BNP PARIBAS                           ABN 23 000 000 117          60 Castlereagh Street
                                                                  Sydney  NSW  2000

                                                                  Fax:              (02) 9619 6107
                                                                  Attention:        Mr Mark Shenton and Mr David
                                                                                    Monda

-------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston            ABN 17 061 700 712          Level 27
                                                                  101 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9280 1844
                                                                  Attention:        Mr Paul Ronchi
                                                                                    Assistant Vice President
-------------------------------------------------------------------------------------------------------------------
Citibank, N.A.                        ABN  34 072 814 058         Level 15
                                                                  120 Collins  Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (03) 8643 9513
                                                                  Attention:        Mr Peter Manis

-------------------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124          Level 14
                                                                  385 Bourke Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9675 7288
                                                                  Attention:        Mr Nick Sankey

-------------------------------------------------------------------------------------------------------------------
ING Bank N.V. (Sydney Branch)         ABN 32 080 178 196          Level 9
                                                                  7 Macquarie Place
                                                                  Sydney  NSW   2000

                                                                  Fax:              (61 2) 9036 8885
                                                                  Attention:        Mr Julian Beaumont
                                                                                    Legal & Compliance Manager
-------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                   ABN 43 074 112 011          Level 32
                                                                  Grosvenor Place
                                                                  225 George Street
                                                                  Sydney  NSW   2000
                                                                  Fax:              (61 2) 9247 7698
                                                                  Attention:        Mr Ivan Chan
                                                                                    Associate
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
82
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                        <C>                 <C>
-------------------------------------------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd            ABN 83 099 031 106          Level 33
                                                                  60 Margaret Street
                                                                  Sydney  NSW   2000

                                                                  Fax:              (61 2) 8273 3999
                                                                  Attention:        Ms Marisa Pruscino
                                                                                    Manager, Corporate Finance
-------------------------------------------------------------------------------------------------------------------
National Australia Bank Limited       ABN 12 004 044 937          Level 33
                                                                  500 Bourke Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 8641 2885
                                                                  Attention:        Mr Richard Coath
                                                                                    Director, Energy & Utilities

-------------------------------------------------------------------------------------------------------------------
The Bank of Tokyo - Mitsubishi,       ABN 75 103 418 882          Level 18
Ltd. Melbourne Branch                                             600 Bourke Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (61 3) 9600 0920
                                                                  Attention:        Mr Robert MacIsacc

-------------------------------------------------------------------------------------------------------------------
UBS AG, Australia Branch              ABN  47 088 129 613         Level 25
                                                                  Governor Phillip Tower
                                                                  1 Farrer Place
                                                                  Sydney   NSW   2000

                                                                  Fax:              (02) 9324 3170
                                                                  Attention:        Ms Celle Raguine
                                                                                    Associate Director

-------------------------------------------------------------------------------------------------------------------
United Overseas Bank Limited          ABN 56 060 785 284          Level 9
                                                                  32 Martin Place
                                                                  Sydney  NSW  2000

                                                                  Fax:              (02) 9221 9152
                                                                  Attention:        Mr Ronald F Griffin
                                                                                     Vice President and Head of
                                                                                    Project Finance and
                                                                                    Syndications

-------------------------------------------------------------------------------------------------------------------
Westpac Banking Corporation           ABN  33 007 457 141         Level 9
                                                                  360 Collins Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9608 3055
                                                                  Attention:        Mr Michael Thompson
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
83
-------------------------------------------------------------------------------------------------------------------
Working Capital Facility Financiers
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>
Australia and New Zealand Banking     ABN 11 005 357 522          Level 17
Group Limited                                                     530 Collins Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9273 3591
                                                                  Attention:        Lisa Rickards
-------------------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124          Level 14
                                                                  385 Bourke Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9675 7288
                                                                  Attention:        Nick Sankey
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
84
-------------------------------------------------------------------------------------------------------------------
Schedule 3                 Hedge Counterparties
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>
NAME OF HEDGE COUNTERPARTY            ACN/ARBN/ABN                NOTICE DETAILS
-------------------------------------------------------------------------------------------------------------------
Australia and New Zealand Banking     ABN  11 005 357 522         Level 12
Group Limited                                                     530 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9273 1983
                                                                  Attention:        Manager, Derivative
                                                                                    Operations

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

Citibank, N.A.                        ABN 34 072 814 058          Level 15
                                                                  120 Collins Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (03) 8643 9513
                                                                  Attention:        Peter Manis

------------------------------------- --------------------------- -----------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124          Level 1
                                                                  120 Pitt Street
                                                                  Sydney  NSW  2000

                                                                  Fax:              (02) 9312 0106
                                                                  Attention:        Executive Manager,
                                                                                    Global Markets

------------------------------------- --------------------------- -----------------------------------------
JPMorgan Chase Bank                   ABN  43 074 112 011         270 Park Avenue
                                                                  New York  NY  10017-2070

                                                                  Fax:              +1 (212) 270 7468
                                                                  Attention:        Legal Department
                                                                                    Capital Markets Group

                                                                  With a copy to:   Level 26, Grosvenor
                                                                                    Place
                                                                                    225 George Street
                                                                                    Sydney   NSW   2000

                                                                  Fax:              (02) 9220 3107
                                                                  Attention:        Legal Department,
                                                                                    Capital Markets Group

-----------------------------------------------------------------------------------------------------------
National Australia Bank Limited       ABN 12 004 044 937          Level 11
                                                                  120 Spencer Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (613) 8614 0073
                                                                  Attention:        Manager, Documentation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
85
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>
NAME OF HEDGE COUNTERPARTY            ACN/ARBN/ABN                NOTICE DETAILS
-------------------------------------------------------------------------------------------------------------------
Societe Generale Australia Branch     ABN  71 092 516 286         Level 21
                                                                  400 George Street
                                                                  Sydney  NSW   2000

                                                                  Fax:               (61 3) 9233 1779
                                                                  Attention:        Legal Department

-----------------------------------------------------------------------------------------------------------
The Toronto-Dominion Bank             ABN 74 082 818 175          Level 24
                                                                  9 Castlereagh Street
                                                                  Sydney  NSW  2000

                                                                  Fax:              (61 2) 9619 8800
                                                                  Attention:        Managing Director,
                                                                                    Credit

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

UBS AG, Australia Branch              ABN 47 088 129 613          5 Temasek Boulevard
                                                                  18-00 Suntec Tower Five
                                                                  Singapore  038985

                                                                  Fax:              +65 6431 8606
                                                                  Attention:        Legal & Compliance
                                                                                    Department

-----------------------------------------------------------------------------------------------------------
Westpac Banking Corporation           ABN 33 007 457 141          Level 9
                                                                  360 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9608 3055
                                                                  Attention:        Mr Michael Thompson
-----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


86
-------------------------------------------------------------------------------

Schedule 4                 New Creditor Accession Deed
-------------------------------------------------------------------------------


DEED dated

BETWEEN:

[                 ] (the ("New Creditor"); and

[[* if assignment or novation][                                    ]
(the ("Retiring Creditor"); and]

[          ] (the ("Trustee") for itself and on behalf of the other parties to
the Deed of Common Terms.

DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this deed:

         (a)        " Deed of Common Terms" means the deed of common terms
                    dated 24 February 1999 between the Trustee and others, as
                    amended; and

         (b)        the "Amending Deed" means the Amendment and Restatement Deed
                    dated on or about [ ] February 2004 between the Trustee and
                    others. Terms defined in the Deed of Common Terms have the
                    same meaning in this deed.

1.2      Interpretation

         Clause 1.2 of the Deed of Common Terms applies to this deed.

2.       ACCESSION AND RELEASE

2.1      [[* if New Creditor by assignment or novation] With effect from and
          including [the date of this deed/other date as  appropriate]:

         (a)      the New Creditor assumes the obligations and acquires the
                  rights of the Retiring Creditor [or specify portion of rights
                  acquired] under the Deed of Common Terms, the Amending Deed
                  and each [Senior/Junior] Finance Document, as a
                  [Senior/Junior] Creditor;

         (b)      each other party to the Deed of Common Terms, the Amending
                  Deed and each [Senior/Junior] Finance Document acquires
                  corresponding rights against and assumes corresponding
                  obligations towards the New Creditor; and

         (c)      the Retiring Creditor is released from its obligations [or
                  specify portion of obligations] under the Deed of Common Terms
                  and the Amending Deed but without prejudice to any existing
                  liability).]

2.2      [[* If New Creditor not by assignment or novation] With effect from
         and including [the date of this deed/other date as appropriate]:

         (a)      the New Creditor assumes the obligations and acquires the
                  rights of a [Senior/Junior] Creditor under the Deed of Common
                  Terms and the Amending Deed; and
<PAGE>
87
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         (b)      each other party to the Deed of Common Terms and the Amending
                  Deed and each [Senior/Junior] Finance Document acquires
                  corresponding rights against and assumes corresponding
                  obligations towards the New Creditor.]

2.3      This deed and [nominate any other document] is a [Senior/Junior]
         Finance Document and the New Creditor is a [Senior Creditor/Junior
         Creditor] for the purposes of the Deed of Common Terms.

2.4      The New Creditor consents to the amendments contemplated by the
         Amending Deed and agrees to be bound by the Amending Deed.

3.       NOTICES

         For the purpose of the [Senior/Junior] Finance Documents, the address
         for correspondence of the New Creditor is the address set out below: [
         ]

4.       LAW
         This deed is governed by the laws of the Victoria.

5.       ATTORNEYS
         Each attorney executing this certificate states that he or she has no
         notice of revocation or suspension of his or her power of attorney.

EXECUTED as a deed.

[Execution provisions]



<PAGE>
<TABLE>
<CAPTION>
88
----------------------------------------------------------------------------------------------------------------------------------

Schedule 5                 Notices
-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                         <C>               <C>
Borrower and Obligors                                          TXU

Address:          Level 33                                     Address:          Energy Plaza
                  385 Bourke Street                                              1601 Bryan Street
                  Melbourne  Vic  3000                                           Dallas, Texas 75201
                                                                                 United States of America
Fax:              (61 3) 8628 0925
                                                               Fax:              (214) 812 2488
Attention:        Assistant Treasurer                          Attention:        Treasurer

Trustee                                                        Financiers

Address:          Level 12                                     As set out in schedule 2
                  530 Collins Street
                  Melbourne  Vic   3000
                                                               Hedge Counterparties
Fax:              9273 3539
Tel:              9273 1758                                    As set out in schedule 3

Attention:        Transaction Management
                  & Execution, Credit
                  Origination and Sales

</TABLE>

<PAGE>
89
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Schedule 6        - Deed of Subordination
--------------------------------------------------------------------------------
Dated:

Parties:             [          ] ("Subordinated Creditor")

                     [          ] ("Obligor")

                     [          ] ("Trustee") for itself and on
                                  behalf of the Senior Creditors under the Deed
                                  of Common Terms


-------------------------------------------------------------------------------
17       Definitions and Interpretation

Definitions

17.1 In this deed, the following words have these meanings unless the contrary
     intention appears:

                        Deed of Common Terms means the deed of common
                        terms dated 24 February 1999 between the
                        Trustee and others as amended.

                        Final Redemption Date has the meaning given to
                        it in the Loan Note Subscription Agreement.

                        Subordinated Debt means any amount actually or
                        contingently owing by the Obligor to the
                        Subordinated Creditor [under or in connection
                        with the Subordinated Debt Documents].

                        Subordinated Debt Documents means [specify
                        details of subordinated debt documents].

17.2     Terms defined in the Deed of Common Terms have the same meaning in
         this deed.

Interpretation

17.3     Clause 1.2 of the Deed of Common Terms applies to this deed.

-------------------------------------------------------------------------------
18       Subordination

18.1     With effect from and including the [date of this deed]:

         (a)      the Subordinated Creditor and Obligor agree with the Trustee
                  that the Subordinated Debt is subordinated to the Senior Debt
                  in the same manner as Junior Debt is subordinated to the
                  Senior Debt in accordance with the Deed of Common Terms and as
                  if references in the Deed of Common Terms to:

                  (i)   Junior Creditor included a reference to the
                        Subordinated Creditor;

                  (ii)  Junior Debt included a reference to the Subordinated
                        Debt; and

                  (iii) Junior Finance Documents included a reference to the
                        Subordinated Debt Documents; and
<PAGE>
90
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         (b)      the Subordinated Creditor agrees to be bound by, and to assume
                  the obligations of a Junior Creditor as if it were a party to
                  the Deed of Common Terms; and

         (c)      the Subordinated Creditor acknowledges that the Trustee on its
                  own behalf and on behalf of the Senior Creditors acquires
                  corresponding rights against the Subordinated Creditor as if
                  it were a party to the Deed of Common Terms.

18.2     The subordination of the Subordinated Debt is intended to operate as a
         "debt subordination" (as defined in section 563C(2) of the Corporations
         Act 2001 (C'th)) by the Subordinated Creditor.

19       Laws
-------------------------------------------------------------------------------
                         This deed is governed by the law in force in Victoria.

EXECUTED as a deed.


[Execution clauses]

<PAGE>
91
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Schedule 7                        New Obligor Accession Deed
-------------------------------------------------------------------------------

DEED dated

BETWEEN:

               [*] [(ACN [*])] (the "New Obligor"); and

               [*] (the "Trustee") for itself and on behalf of the other
                    parties to the Deed of Common Terms.

       OPERATIVE PROVISIONS:

       1.      DEFINITIONS AND INTERPRETATION

       1.1     Definitions

               In this deed "Deed of Common Terms" means the deed of common
               terms dated [*] between [ ], the Trustee and others.

               Definitions in the Deed of Common Terms apply in this deed.

       1.2     Interpretation

               Clause 1.2 of the Deed of Common Terms applies to this deed.

       2.      ACCESSION

               With effect from and including the [date of this deed]:

               (a)  the New Obligor assumes the obligations and acquire the
                    rights of Obligor under the Deed of Common Terms

                (b) each other party to the Deed of Common Terms acquires
                    corresponding rights against and assumes corresponding
                    obligations towards the New Obligor as an Obligor: and

                (c) the New Obligor represents and warrants to and for the
                    benefit of each Senior Creditor each of the representations
                    and warranties in clause 5.1 of the Deed of Common Terms.

       3.       NOTICES

                For the purpose of the Finance Documents, the address for
                correspondence of the New Obligor is the address set out below:
                [           ]

       4.       LAW

                This deed is governed by the laws of Victoria.

       5.       ATTORNEYS

                Each attorney executing this deed states that he or she has no
                notice of revocation or suspension of his or her power of
                attorney.

[Execution provisions]

<PAGE>

92
--------------------------------------------------------------------------------
Schedule 8                        Obligor - Deed of Release
--------------------------------------------------------------------------------

DEED dated

BETWEEN:

    [*] [(ACN [*])] (the "Obligor"); and

    [*] (the "Trustee") for itself and on behalf of the other parties to the
         Deed of Common Terms.

OPERATIVE PROVISIONS:

1.  DEFINITIONS AND INTERPRETATION

1.1 Definitions

    In this deed "Deed of Common Terms" means the deed of common terms dated
    [*] between [ ], the Trustee and others.

    Definitions in the Deed of Common Terms apply in this deed.

1.2 Interpretation

    Clause 1.2 of the Deed of Common Terms applies to this deed.

2.  RELEASE

    With effect from and including the [date of this deed]:

    (a)    the Obligor, who has been designated as an Unrestricted
           Subsidiary is released from its obligations as an Obligor under
           the Deed of Common Terms and ceases to be a party to the Deed of
           Common Terms; and

    (b)    the Obligor acknowledges that this discharge does not prejudice
           any accrued right of or obligation of the Obligor, prior to the
           date of this deed.

3.  LAW

    This deed is governed by the laws of Victoria.

4.  ATTORNEYS

    Each attorney executing this deed states that he or she has no notice of
    revocation or suspension of his or her power of attorney.

[Execution provisions]



<PAGE>

93
--------------------------------------------------------------------------------
Execution page
--------------------------------------------------------------------------------


<PAGE>
-------------------------------------------------------------------------------
1
-------------------------------------------------------------------------------
Contents                          Deed of Common Terms
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
1        Interpretation                                                    2

--------------------------------------------------------------------------------
2        Declaration of trust                                             28

--------------------------------------------------------------------------------
3        Duties, Powers and Rights of Trustee                             28

Authority of Trustee                                                      28
Extent of authority and obligations                                       28
Senior Creditors bound                                                    28
Excluded roles and duties                                                 28
After consultation and instructions                                       29
Matters requiring instructions from all Senior Creditors                  29
Matters requiring instructions from a Majority of Senior Creditors        30
Matters requiring instructions from relevant Senior Creditors             30
Overriding instructions                                                   31
Without consultation or instructions                                      31
Trustee's actions                                                         31
Senior Creditor's instructions                                            32
Trustee's obligations                                                     32
Trustee's awareness of certain events                                     33
Trustee may assume compliance                                             33
Limit on disclosure obligations                                           33
No further obligations                                                    33
Individual responsibility of Senior Creditors                             33
Exoneration of Trustee                                                    34
Trustee in capacity of a Senior Creditor                                  35
Trustee dealing in different capacities                                   35
Notice of transfer                                                        35
Senior Creditor to pay over amounts received directly                     35
Pro-rata refunds                                                          36
Proceeds of litigation                                                    36
Amendment to Deed                                                         36
Senior Creditors to indemnify against non-payment                         37
The Borrower's back-to-back indemnity                                     37
Funds before acting                                                       37
If a Senior Creditor does not fund                                        37
Borrower's costs obligation not affected                                  38
Compliance may be assumed                                                 38
Trustee is not responsible for Senior Creditor's breach                   38
Delegation by Trustee                                                     38
Trustee may rely on communications and opinions                           39
Force majeure                                                             39
No responsibility for force majeure                                       39
Authority to Execute                                                      39
Restriction on Senior Creditors exercising rights                         39

-------------------------------------------------------------------------------
4        Subordination                                                    39

Subordination                                                             39
Rights and obligations following an Event                                 40
Junior Creditor Undertakings                                              40
Permitted Junior Creditor Payments                                        41
Obligors 41
Revocation of Approvals                                                   42
Preservation of Senior Creditor's Rights                                  42
Power of Attorney                                                         44
Corporations Act 2001 (C'th)                                              44
Obligors                                                                  44
TXU                                                                       44
<PAGE>
2
-------------------------------------------------------------------------------
5        Representations and warranties                                   45

Representations and warranties                                            45
Continuation of representations and warranties                            48

-------------------------------------------------------------------------------
6        Undertakings                                                     48

General undertakings                                                      48
Hedge Undertakings                                                        53
Accession of Hedge Counterparties                                         54
Notification of Hedge Exposures                                           54
Restricted and Unrestricted Subsidiaries Undertakings                     54
Negative Undertakings                                                     55
Financial Undertakings                                                    59
Changes in Australian Accounting Standards                                59

-------------------------------------------------------------------------------
7        Events of Default                                                60

Events of default                                                         60
Consequences of default                                                   64

-------------------------------------------------------------------------------
8        Distribution of Recovered Money                                  65

-------------------------------------------------------------------------------
9        Replacement of Trustee                                           66

Removal of Trustee                                                        66
Resignation                                                               66
Effect of resignation or removal                                          66
Assurances                                                                67
Appointment of successor Trustee                                          67

-------------------------------------------------------------------------------
10       Limitation on Liability                                          68

-------------------------------------------------------------------------------
11       Costs, charges, expenses and indemnities                         68

What the Borrower agrees to pay                                           68
Indemnity                                                                 69
Items included in loss, liability and Costs                               69
Payment of third party losses                                             70
Currency conversion on judgment debt                                      70
Trustee fees                                                              70

-------------------------------------------------------------------------------
12       Notices                                                          71

Form                                                                      71
Waiver of notice period                                                   72

-------------------------------------------------------------------------------
13       Change in Creditors                                              72

New Senior Creditor                                                       72
New Junior Creditor                                                       72
Change in Senior Creditors                                                73
Change in Junior Creditor                                                 73
Effect of Accession                                                       73
Authority                                                                 73
Restriction on Senior Creditors                                           75
New Junior Creditor - condition precedent                                 75
<PAGE>
3
-------------------------------------------------------------------------------
Notice of Change                                                          75
-------------------------------------------------------------------------------
14       General                                                          75

Set-off                                                                   75
Certificates                                                              75
Prompt performance                                                        75
Discretion in exercising rights                                           75
Consents 75
Partial exercising of rights                                              75
No liability for loss                                                     75
Conflict of interest                                                      76
Remedies cumulative                                                       76
Rights and obligations are unaffected                                     76
Indemnities                                                               76
Variation and waiver                                                      76
Confidentiality                                                           76
Further steps                                                             77
Inconsistent law                                                          77
Supervening legislation                                                   77
Time of the essence                                                       77
Counterparts                                                              77
Serving documents                                                         77
Consent by Obligors                                                       77
Statutory powers                                                          78

-------------------------------------------------------------------------------
15       Governing law, jurisdiction and service of process               78

Definitions                                                               89
Interpretation                                                            89

<PAGE>



                      ----------------------------------------------------
                               Dated 24 February 1999

                                     Deed of Common Terms
                                        ("Refinancing")
                     TXU Australia Holdings Pty Ltd
               (as the "Borrower", a "Guarantor" and as an
                                          "Obligor") TXU Australia Holdings
                             (AGP) Pty Ltd
                                TXU Australia (LP) No 1 Limited
                                TXU Australia (LP) No 2 Limited
                         ("Partnership" and as a "Guarantor" and as an
                                          "Obligor")
                                      TXU (No. 8) Pty Ltd
                            (as a "Guarantor" and as an "Obligor")
                          TXU Australia Group Pty Ltd and each of the
                                    companies specified in
                                          schedule 1
                                         ("Obligors")
                                           TXU Corp.
                                            ("TXU")
                             TXU Australia Holdings (AGP) Pty Ltd
                               TXU Australia (LP) No. 1 Limited
                               TXU Australia (LP) No. 2 Limited
                                     TXU Australia Pty Ltd
                                   ("Junior Creditors")
                          Each of the financial institutions specified in
                                          schedule 2
                                        ("Financiers")
                          Each of the financial institutions specified in
                                          schedule 3
                                   ("Hedge Counterparties")
                        Australia and New Zealand Banking Group Limited
                                ("Syndicated Facilities Agent")
                                 ANZ Fiduciary Services Pty Ltd
                                          ("Trustee")

                                   Mallesons Stephen Jaques
                                            Rialto
                                      525 Collins Street
                                      Melbourne Vic 3000
                                  Telephone (61 3) 9643 4000
                                     Fax (61 3) 9643 5999
                                       DX 101 Melbourne
                                         Ref: MLB:JLC
                                        7036722_11.DOC

<PAGE>

1
--------------------------------------------------------------------------------
Deed of Common Terms (IPO)

Date:                             24 February 1999

                TXU AUSTRALIA HOLDINGS PTY LTD (ABN 97 086 006 859) having an
office at Level 33, 385 Bourke Street, Melbourne, Victoria (as "Borrower and as
an "Obligor")
                                  TXU AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED
                                  PARTNERSHIP a limited partnership formed and
                                  registered under the Partnership Act 1958 of
                                  Victoria, the general partner of which is: TXU
                                  AUSTRALIA HOLDINGS (AGP) PTY LTD (ABN 16 086
                                  014 931) having an office at Level 33, 385
                                  Bourke Street, Melbourne, Victoria; and the
                                  limited partners of which are: TXU AUSTRALIA
                                  (LP) NO. 1 LIMITED (ARBN 086 406 733), a
                                  company incorporated under the laws of England
                                  and Wales and having its registered office at
                                  Kempson House, Camomile Street, London EC3A
                                  7AN; and TXU AUSTRALIA (LP) NO. 2 LIMITED
                                  (ARBN 086 406 724), a company incorporated
                                  under the laws of England and Wales and having
                                  its registered office at Kempson House,
                                  Camomile Street, London EC3A 7AN (as the
                                  "Partnership" and as an "Obligor") EACH OF THE
                                  GUARANTORS (as a "Guarantor" and as an
                                  "Obligor")
TXU CORP., a corporation organised under the laws of the State of Texas, United
States of America and having an office at Energy Plaza, 1601 Bryan Street,
Dallas, Texas 75201, United States of America ("TXU")
                                  and TXU AUSTRALIA HOLDINGS (AGP) PTY LTD (ABN
                                  16 086 014 931) having an office at Level 33,
                                  385 Bourke Street, Melbourne, Victoria, TXU
                                  AUSTRALIA (LP) NO. 1 LIMITED (ARBN 086 406
                                  733), a company incorporated under the laws of
                                  England and Wales and having its registered
                                  office at Kempson House, Camomile Street,
                                  London EC3A 7AN and TXU AUSTRALIA (LP) NO. 2
                                  LIMITED (ARBN 086 406 724), a company
                                  incorporated under the laws of England and
                                  Wales and having its registered office at
                                  Kempson House, Camomile Street, London EC3A
                                  7AN ("as "Junior Creditors")
EACH OF THE FINANCIAL INSTITUTIONS SPECIFIED IN SCHEDULE 1 ("Financiers")
EACH OF THE FINANCIAL INSTITUTIONS SPECIFIED IN SCHEDULE 2 ("Hedge
Counterparties") AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(ABN 11 005 357 522) having an office at Level 17, 530 Collins Street,
Melbourne, Victoria (in its capacity as facility agent under the Loan Note
Subscription Agreement) ("Syndicated Facilities Agent") ANZ FIDUCIARY
SERVICES PTY LTD (ABN 91 100 709 493) having an office at Level 12, 530
Collins Street, Melbourne, Victoria, 3000 ( "Trustee")

-------------------------------------------------------------------------------
27       Interpretation

27.1 The following words have these meanings in this deed unless the contrary
intention appears.


                                 Accession Date means, in respect of a New
                                 Creditor, the date on which the Trustee
                                 executes a New Creditor Accession Deed executed
                                 by that New Creditor in accordance with clause
                                 14 ("Change in Creditors").
<PAGE>
2
-------------------------------------------------------------------------------
                                 Action means action which may result in an
                                 amendment, waiver, determination, consent,
                                 approval, release or discharge.

                                 ALP Loan Agreement means the loan agreement
                                 dated 24 February 1999 between Holdco (as
                                 lender) and the Partnership (as borrowers) as
                                 amended by a deed dated on or about 22 February
                                 2000.

                                 Amending Deed means the Amendment and
                                 Restatement Deed dated on or about 26 February
                                 2004 between, amongst others, the Borrower, the
                                 Obligors, TXU Corp., the Partnership, the
                                 Senior Creditors specified in it, the
                                 Syndicated Facilities Agent, the Trustee and
                                 National Australia Bank Limited.

                                 Amount Owing means, at any time for or in
                                 respect of a Senior Creditor, the total of all
                                 amounts which are then due for payment, or
                                 which will or may become due for payment in
                                 connection with any Senior Finance Document
                                 (including transactions in connection with
                                 them) to that Senior Creditor or to the Trustee
                                 for the account of that Senior Creditor and
                                 includes, in respect of a Hedge Counterparty,
                                 the Hedge Exposure of that Hedge Counterparty.

                                 Asset includes all assets, including, for
                                 the avoidance of doubt, any contract and other
                                 intangible asset and the Torrens Island Power
                                 Station and the Master Hedge Agreement.

                                 Attorney means an attorney appointed by the
                                 Trustee under clause 3.34 ("Delegation by
                                 Trustee").

                                 Australian Accounting Standards means the
                                 accounting standards within the meaning of the
                                 Corporations Act 2001 (C'th) and, where not
                                 inconsistent with those accounting standards
                                 and the Corporations Act 2001 (C'th), generally
                                 accepted accounting principles and practices in
                                 Australia consistently applied by a body
                                 corporate or as between bodies corporate.

                                 Authorisation includes:

(a) any consent, authorisation, registration, filing, agreement, notarisation,
certificate, permission, licence, approval, authority, arrangement, exemption or
similar instrument (whether from, by or with a Governmental Agency or any other
person); or

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

                                 Authorised Officer means:

(a) in the case of a Creditor (other than any Obligor or TXU), a director,
secretary or an officer whose title contains the word "director", "chief",
"head", "manager", "executive", "counsel", "president" or any agent or attorney
of the Creditor, or a person performing the functions of any of them; and

(b) in the case of an Obligor or TXU, a person appointed and notified to the
Trustee to act as an Authorised Officer under the Transaction Documents to which
it is a party and whose specimen signature has been given to the Trustee.
<PAGE>
3
-------------------------------------------------------------------------------
                                 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.

                                 Business Day means a day (not being a
                                 Saturday, Sunday or public holiday) on which
                                 banks are open for general banking business in
                                 Melbourne and Sydney.

                                 Calculation Date means 30 June and 31
                                 December in each year commencing on 31 December
                                 2003.

                                 Calculation Period means, in relation to any
                                 Calculation Date, the 12 month period ending on
                                 that Calculation Date.

                                 Completion means, in relation to a project
                                 or development, the point in time at which the
                                 completion tests relating to that project or
                                 development have been satisfied in accordance
                                 with their terms (as varied by agreement
                                 between the parties).

                                 Consolidated Interest Cover Ratio means, on
                                 any Calculation Date in respect of any
                                 Calculation Period, the ratio of:

(a) EBITDA:

                                 to:

(b) Debt Service in respect of or in connection with Consolidated Senior Debt
(which includes, without limitation, all net amounts paid or payable by, or to,
any Hedge Counterparty or other financial institution in respect of or in
connection with any Hedge Agreement),

                                 for that Calculation Period.

                                 Consolidated Net Worth means the aggregate,
                                 on a consolidated basis, of the paid up
                                 capital, retained profits and reserves
                                 (excluding the amount of all asset revaluation
                                 reserves after the Debt Refinance Date) of the
                                 Group:

(a) less:

(i) all minority interests;

(ii) any paid up capital or share premium in respect of shares or stock capable
of being redeemed;

(iii) the value of the aggregate net assets of all Project Property and Project
Vehicles owned by Restricted Subsidiaries as derived from the financial
statements delivered under clause 6.1(g)(iii);

(iv) the value of the net assets of all Unrestricted Subsidiaries as derived
from the financial statements delivered under clauses 6.1(g)(i) and (ii).

(b) plus the aggregate of Qualifying Subordinated Debt incurred by the TXUA
Parent and the Restricted Subsidiaries.

                                 Consolidated Senior Debt means at any time the
                                 sum of:

(a) the total Amount Owing to the Senior Creditors including any capital
accretions to CPI linked or indexed bonds and CPI swaps calculated on an
accruals basis at the relevant time; and
<PAGE>
4
-------------------------------------------------------------------------------
(b) the aggregate outstanding principal amount of all other Indebtedness of the
Borrower and Permitted Indebtedness of the TXUA Parent and its Restricted
Subsidiaries on a consolidated basis which is not Junior Debt; but excluding:

(i) any bank guarantee, which has been provided to NEMMCO or VENCorp which has
not been drawn; and

(ii) any Non-Recourse Debt;

                                    For the avoidance of doubt and to
                                    ensure there is no double counting,
                                    if any Amount Owing or Indebtedness
                                    referred to in paragraphs (a) or (b)
                                    is guaranteed, the Indebtedness under
                                    the guarantee is not included in this
                                    definition in addition to the Amount
                                    Owing or Indebtedness.

                                 Contested Taxes means a Tax payable
                                 by an Obligor:

(a) that is being diligently contested by it in good faith and in accordance
with proper procedures;

(b) that is not required by applicable law to be paid before the liability is
contested or whilst the liability is being contested; and

(c) in respect of which it has set aside sufficient reserves of liquid assets to
pay the Tax and any fine, penalty or interest payable if the contest is
unsuccessful.

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

                                 Core Business means the generation, storage,
                                 processing, supply, transmission, distribution
                                 and sale of energy products and any ancillary
                                 activities and other activities which permit
                                 the more efficient utilisation of assets and
                                 resources of the Group (so long as these
                                 ancillary or other activities do not represent
                                 a material diversification of the Core Business
                                 or a material diversion of financial resources
                                 from the Core Business of the generation,
                                 storage, processing, supply, transmission,
                                 distribution and sale of energy products).

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

                                 CPI means a consumer price index or other
                                 general index of prices and includes the
                                 "Weighted Average of the Eight Capital Cities:
                                 All-Groups Index" as maintained and published
                                 quarterly by the Australian Bureau of
                                 Statistics.

                                 CPI linked or indexed bond means
                                 Indebtedness (other than a Derivatives
                                 Transaction), payments in relation to which are
                                 calculated or vary by reference to CPI.

                                 CPI swap means a Derivatives Transaction,
                                 the payments in relation to which are
                                 calculated or vary by reference to CPI.

                                 Creditor means each Senior Creditor and each
                                 Junior Creditor. Where the term is used in
                                 relation to the obligations of any one of those
                                 persons "to the Creditors" it is a reference to
                                 the obligations of that person to each other
                                 person which is a Creditor.
<PAGE>
5
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                                 Debt Refinance Date means the date notified
                                 as the Debt Refinance Date by the Trustee under
                                 clause 1.1 of the Amending Deed.

                                 Debt Service means, in respect of any
                                 Calculation Period and on a consolidated basis,
                                 all Interest (including, but not limited to:

(a) any discount on any Bill, debenture, bond, note or other security;

(b) any discount in respect of any receipts or receivables which have been sold
by the TXUA Parent or any of its Restricted Subsidiaries to any person
(including, without limitation, under any securitisation program or facility);

(c) any line, facility, commitment, acceptance, usage, discount, guarantee or
other fees and amounts incurred on a regular or recurring basis which are
payable in relation to Indebtedness (which, for the avoidance of doubt, excludes
any establishment, underwriting or other upfront fees);

(d) any dividend payable on redeemable preference shares or on any other share
or stock the obligations in respect of which constitute Indebtedness;

(e) capitalised interest and any interest component on any CPI li indexed bond
facility or any CPI swap;

(f) the portion of rental or hire payments in the nature of interest under any
finance lease, sale and leaseback or hire purchase agreement to which TXUA
Parent or any of its Restricted Subsidiaries is a party;

(g) Interest, premiums, fees, break costs and any other amounts paid, payable or
incurred by the TXUA Parent or any of its Restricted Subsidiaries under any
Derivative Transaction less Interest, premiums, fees and any other amounts paid,
payable or incurred to the TXUA Parent or any of its Restricted Subsidiaries by
the counterparty to the Derivative Transaction),

which, in accordance with Australian Accounting Standards, is or would
be regarded as paid, payable or incurred by the TXUA Parent or any of its
Restricted Subsidiaries in that Calculation Period.

                                 Deed of Release means a deed in or
                                 substantially in the form of schedule 7.

                                 Deed of Release - Guarantor means a deed in
                                 or substantially in the form of schedule 8.

                                 Deed of Subordination means a deed in or
                                 substantially in the form of schedule 5.

                                 Deed Poll means any deed poll of whatever
                                 name that constitutes Loan Notes under any
                                 Senior Finance Document.

                                 Derivative Transaction means a contract,
                                 agreement or arrangement (other than in respect
                                 of the price of electricity or gas) which is:

(a) a futures contract (as defined in the Corporations Act) 2001 (C'th); or

(b) an interest rate or currency hedge, swap, option, a swaption, a forward rate
agreement or any other contract, agreement or arrangement similar to or having
in respect of its subject matter a similar effect to any of the above.

                                  Directive means:
<PAGE>
6
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(a) a law or treaty; or

(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.

                                Distribution Licence means, as the context may
                                require:

(a) the distribution licence issued by ORG pursuant to the Gas Industry Act 1994
with effect from 11 December 1997, as amended and transferred to TXU Networks
(Gas);

(b) the distribution licence issued to TXU Electricity by ORG pursuant to the
Electricity Industry Act 1993 in effect from 3 October 1994, as amended; and

(c) any other licence issued or transferred to, or held by, an Obligor to
distribute or supply energy products.

                                 Drawdown Date means a date on which any
                                 financial accommodation is provided under
                                 any Senior Finance Document.

                                 Drawdown Notice means a notice under which
                                 financial accommodation is requested under any
                                 Senior Finance Document.

                                 Easements means all easements, rights or
                                 privileges held by or vested in or deemed to be
                                 held by or vested in an Obligor (whether under
                                 the Gas Industry Act 1994, the Electricity
                                 Industry Act 1993 or otherwise) in, over,
                                 appurtenant to or affecting any real property.

                                 EBITDA means, in respect of any Calculation
                                 Period, the earnings of the TXUA Parent and its
                                 Restricted Subsidiaries (including the proceeds
                                 of any claim under a business interruption
                                 insurance policy and any interest earnings but
                                 excluding any earnings from any Project
                                 Activities (other than any actual earnings
                                 based cash payment from any Unrestricted
                                 Subsidiary to a Restricted Subsidiary)) on a
                                 consolidated basis and before:

(a) significant items including, without limitation, sale proceeds from the
disposal of assets and costs arising on the termination of any Derivative
Transaction but excluding for the avoidance of doubt gains or losses arising
from energy trading;

(b) Debt Service;

(c) income tax; and

(d) depreciation and amortisation.

                                 Economic Interest means any direct or (through
                                 interposed persons or otherwise) indirect
                                 interest, and includes Equities in a person or
                                 contractual or other legally binding relations
                                 with a person under a participation or revenue
                                 or profit sharing agreement in connection with
                                 a project or development.

                                 Enforcement Action means, in relation to an
                                 Obligor:

(a) a right arising from a default by an Obligor is exercised or enforced
against the Obligor including, without limitation, the making of a declaration
under clause 7.2 ("Consequences of default") or a demand for payment under the
Guarantee;
<PAGE>
7
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(b) an application is made for, or a notice is given or other step is taken with
a view to:

(i) insolvency, liquidation, administration, dissolution or similar proceedings
with respect to the Obligor;

(ii) an administration, arrangement, composition or assignment for the benefit
of creditors, or any class of creditors, of the Obligor; or

(iii) the appointment of any person as a Controller in relation to property of
an Obligor,

                                 whether by petition, application, convening of
                                 a meeting, voting in favour of a resolution or
                                 otherwise.

                                 Environment means all aspects of the
                                 surroundings of human beings, including:

(a) the physical characteristics of those surroundings such as the land, the
waters and the atmosphere; and

(b) the biological characteristics of those surroundings such as animal, plants
and other forms of life; and

(c) the aesthetic characteristics of those surroundings such as their
appearance, sounds, smells, tastes and textures.

                                 Environmental Law means a law regulating or
                                 otherwise relating to the Environment
                                 including, but not limited to, any law
                                 relating to land use, planning, water
                                 catchments, pollution of air or
                                 water, noise, smell, contamination, chemicals,
                                 waste, pesticides, use of dangerous goods or
                                 hazardous substances, noxious trades or any
                                 other aspect of protection of the Environment.

                                 Equity means any stock, share, unit or other
                                 equity interest.

                                 ESC means the Essential Services Commission
                                 established under the Essential Services
                                 Commission Act 2001 (Vic).

                                 Event means the happening of any of these
                                 events:

(a) an order is made that an Obligor be wound up; or

(b) a liquidator is appointed in respect of an Obligor; or

(c) a provisional liquidator is appointed in respect of an Obligor and the
provisional liquidator is ordered or required to admit all debts to proof or pay
all debts capable of being admitted to proof proportionately; or

(d) an Obligor enters into, or resolves to enter into, a scheme of arrangement,
deed of company arrangement or composition with, or assignment for the benefit
of, all or any class of its creditors; or

(e) an Obligor resolves to wind itself up or otherwise dissolve itself.

                                 Event of Default means an event specified in
                                 clause 7 ("Events of Default").
<PAGE>
8
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                                 Facility means the facility provided under
                                 the Loan Note Subscription Agreement.

                                 Finance Document means any Senior Finance
                                 Document, any Junior Finance Document, any
                                 other document which an Obligor and the Trustee
                                 agree in writing is to be a Finance Document
                                 and any other instrument connected with any of
                                 them.

                                 Financial Statements means:

(a) a profit and loss statement; and

(b) a balance sheet; and

(c) a statement of cash flows,

                                 together with any notes to those documents and
                                 a directors' declaration as required under the
                                 Corporations Act 2001 (C'th) (in the case of a
                                 body corporate incorporated in Australia) and
                                 any other information necessary to give a true
                                 and fair view.

                                 Financial Year means each 12 month period
                                 ending on 31 December in each year.

                                 Financier means each financial institution
                                 specified in schedule 1 and any other person
                                 who becomes or has become a Senior Creditor in
                                 accordance with clause 14 ("Change in
                                 Creditors") on or after the date of the
                                 Amending Deed, but does not include a Senior
                                 Creditor in its capacity as the Trustee, an
                                 agent for Financiers, a Hedge Counterparty or a
                                 Transactional Bank.

                                 Fixed Date means the day by which the
                                 Trustee determines that it has been instructed
                                 to give a notice under clause 7.2(a).

                                 General Partner means TXU Australia Holdings
                                 (AGP) Pty Ltd (ABN 16 086 014 931).

                                 Generation Asset means any asset utilised or
                                 employed in the generation of electricity.

                                 Good Operating Practice means the standard
                                 of operating and engineering practice that
                                 would reasonably be expected from a prudent
                                 utility located in Australia (not being owned
                                 and operated by a Governmental Agency) for the
                                 generation, supply, storage, processing,
                                 transmission, distribution or sale of energy
                                 products under conditions comparable to those
                                 applicable to the Infrastructure, consistent
                                 with applicable laws, regulations, codes and
                                 licences. The determination of comparable
                                 conditions will take into account factors such
                                 as the design and specifications, relative
                                 size, age, load characteristics and
                                 technological status of the Infrastructure and
                                 assets deployed in the Core Business.

                                 Governmental Agency means any government,
                                 any minister of a government or any
                                 governmental or semi-governmental entity,
                                 agency or authority (including, without
                                 limitation, the Australian Competition and
                                 Consumer Commission and the Essential Services
                                 Commission).
<PAGE>
9
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                                 Group means the TXUA Parent and its
                                 Subsidiaries.

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

                                 Guarantee means the IPO Guarantee.

                                 Guaranteed Money has the meaning given to
                                 that term in the Guarantee.

                                 Guarantor means each of:

(a) the TXUA Parent;

(b) TXU8;

(c) TXUA;

(d) each Restricted Subsidiary that, as at the IPO Effective Date, is a TXU8
Borrower (except in the case of any Restricted Subsidiary that the Borrower has
demonstrated to the reasonable satisfaction of the Trustee is Dormant or
Inactive); and

(e) each Material Operating Subsidiary that accedes to the IPO Guarantee from
time to time as required by clause 6.1(cc) ("Guarantee") of this deed,

                                 unless the person has been released from the
                                 Guarantee in accordance with this deed.

                                 For the purposes of this definition,
                                 "Dormant" or "Inactive" is taken to mean in
                                 relation to a Subsidiary of the TXUA Parent, a
                                 Subsidiary which does not own any assets
                                 (others than assets relevant to its status as a
                                 body corporate and which have a nominal value
                                 and other than shares in another Dormant or
                                 Inactive Subsidiary) and which does not conduct
                                 or carry on any business activities.

                                 Half Year means each period of six months
                                 ending on 30 June and 31 December in each year.

                                 Hedge Agreement means each interest rate or
                                 currency hedging document (including any
                                 restatement of any earlier document) or
                                 transaction entered into between Holdco, TXU
                                 Electricity or the Partnership and any Hedge
                                 Counterparty or other financial institution
                                 from time to time.

                                 Hedge Counterparty means each identified
                                 financial institution specified in schedule 2
                                 and any person (other than the Partnership,
                                 Holdco or TXU Electricity) who is a party to a
                                 Hedge Agreement and who becomes or has become a
                                 Senior Creditor in accordance with clause 14
                                 ("Change in Creditors") of this deed.

                                 Hedge Exposure means in respect of a Hedge
                                 Counterparty at the applicable date the amount
                                 which is H in the following formula:

                                 H = M to M + Unpaid Amounts

                                    where:
<PAGE>
10
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                                         M to M is the result of the mark to
                                         market calculation of the obligations
                                         under the Hedge Agreements to which
                                         it is a party provided that M to M
                                         will be a positive number if it
                                         represents a liability of the
                                         Partnership, Holdco or TXU
                                         Electricity (as the case may be) to
                                         the Hedge Counterparty and a negative
                                         number if it represents a liability
                                         of the Hedge Counterparty to the
                                         Partnership, Holdco or TXU
                                         Electricity (as the case may be).

                                          Unpaid Amounts is any amount due and
                                         payable but unpaid under the Hedge
                                         Agreements to which it is a party
                                         provided that Unpaid Amounts will be
                                         a positive number if it represents
                                         amounts owing by the Partnership,
                                         Holdco or TXU Electricity (as the
                                         case may be) to the Hedge
                                         Counterparty and a negative number if
                                         it represents amounts due and payable
                                         but unpaid by the Hedge Counterparty
                                         to the Partnership, Holdco or TXU
                                         Electricity (as the case may be),

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

                                 Hedge Liabilities means all present and
                                 future liabilities (actual or contingent)
                                 payable or owing by the Partnership, Holdco and
                                 TXU Electricity to a Hedge Counterparty or any
                                 of them under or in connection with the Hedge
                                 Agreements, whether or not matured and whether
                                 or not liquidated, together in each case with:

(a) any novation, deferral or extension of any of those liabilities permitted by
the terms of this deed;

(b) any claim for damages or restitution arising out of, by reference to, or in
connection with, any of the Hedge Agreements;

(c) any claim, flowing from any recovery by the Partnership, Holdco or TXU
Electricity or a receiver or liquidator appointed to the Partnership, Holdco or
TXU Electricity or any other person of a payment or discharge in respect of any
of those liabilities on grounds of any insolvency provision or otherwise; and

(d) any amount (such as post-insolvency interest) which would be included in any
of the above but for any discharge, non-provability, unenforceability or
non-allowability of the same as a result of any insolvency provisions.

                                 Hedging Policy means the hedging policy of the
                                 Group under which the Borrower will notionally
                                 allocate interest-bearing Indebtedness of the
                                 Group against either the assets used in the
                                 Networks Business or against other assets ,
                                 subject to the following provisos:

(a) at least 50% of Interest on Indebtedness allocated to Networks Business
assets shall be hedged to correspond with the periodic Networks Business tariff
reviews (whereby interest rates applied to the tariffs are currently reset every
5 years); and

(b)      at least 50% of Interest on Indebtedness allocated to other assets
shall be fixed for a period of at least three years.
<PAGE>
11
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                                 Holdco means TXU Australia Holdings Pty Ltd
                                (ABN 97 086 006 859).

                                 Indebtedness means any debt or other
                                 monetary liability (whether actual or
                                 contingent) in respect of moneys borrowed or
                                 raised or any financial accommodation
                                 (including in respect of any moneys raised from
                                 the sale or securitisation of any receipts or
                                 receivables) whatever, or in the case of
                                 paragraph (h) below, a Derivative Transaction,
                                 including a debt or liability under or in
                                 respect of any:

(a) Bill, bond, debenture, note or similar instrument including any accretion to
principal (calculated on an accruals basis) under the terms of any CPI linked
indexed bonds;

(b) acceptance, endorsement or discounting arrangement;

(c) guarantee granted by a financial institution guaranteeing the payment of a
debt (the "guaranteed debt"), in which case the guaranteed debt will not be
included;

(d) finance lease or sale and leaseback;

(e) deferred purchase price (for more than 180 days) of any asset or service;

(f) obligation to deliver goods or provide services paid for in advance by any
financier or in relation to any other financing transaction;

(g) amount of capital and premium payable or in connection with the reduction of
any preference shares or any amount of purchase price payable for or in
connection with the acquisition of redeemable preference shares;

(h) Derivative Transaction including any accretion to principal under the terms
of any CPI swaps; or

(i) guarantee, indemnity or guarantee and indemnity,

                                 and irrespective of whether the debt or
                                 liability is owed or incurred alone or
                                 severally or jointly or both with any other
                                 person. For the purpose of calculating the
                                 principal amount of any Indebtedness under:

                                 (a)   any securitisation of receipts or
                                       receivables, the principal amount
                                       shall be taken to be the discounted
                                       amount of proceeds paid in exchange
                                       for the receipts or receivables;
                                       and

                                 (b)   any finance lease or sale and
                                       leaseback, the aggregate portion of
                                       all rental in the nature of
                                       principal.

                                 Infrastructure means:

(a) all gas transmission and distribution pipes, and all other plant and
equipment used in the reticulation, transmission or metering of gas which, in
its ordinary use, is located in a fixed position wherever located, but excludes
motor vehicles and mobile plant owned or leased by the Group; and

(b) all electricity transmission and distribution lines, power poles,
underground cables, stations, sub-stations, switchyard equipment and all other
plant and equipment used in the reticulation, transformation or metering of
electrical power, which in its ordinary use, is located in a fixed position
wherever located, but excludes motor vehicles and mobile plant owned or leased
by the Group; and
<PAGE>
12
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(c) all Easements.

                                 Infrastructure Asset means any asset which
                                 forms part of the Infrastructure.

                                 Insolvency Event means the happening of any
                                 of these events:

(a) an order is made that an entity be wound up; or

(b) an application is made to a court that an entity be wound up or for an order
appointing a liquidator or provisional liquidator in respect of an entity (and
is not stayed or dismissed within 14 days) unless the entity satisfies the
Trustee (acting on the instructions of the Majority of Senior Creditors) within
14 days of it being made that the application is frivolous or vexatious; or

(c) a liquidator or provisional liquidator is appointed in respect of an entity,
whether or not under a court order;

(d) except to reconstruct or amalgamate while solvent on terms approved by the
Trustee (acting on the instructions of the Majority of Senior Creditors), an
entity enters into, or resolves to enter into, a scheme of arrangement, deed of
company arrangement or composition with, or assignment for the benefit of, all
or any class of its creditors, or it proposes a reorganisation, moratorium or
other administration involving any class of its creditors; or

(e) an entity resolves to wind itself up, or otherwise dissolve itself, or gives
notice of intention to do so, except to reconstruct or amalgamate while solvent
on terms approved by the Trustee (acting upon the instructions of the Majority
of Senior Creditors) or is otherwise wound up or dissolved; or

(f) a Controller is appointed to or over all or any part of the assets or
undertaking of the entity or the holder of any Security Interest takes
possession of any asset of the entity; or

(g) an entity is or is deemed by law or a court to be insolvent; or

(h) an entity takes any steps to obtain protection or is granted protection from
its creditors, under any applicable legislation or an administrator is appointed
to an entity or steps are taken by the directors of the entity to make such an
appointment; or

(i) anything analogous or having a substantially similar effect to any of the
events specified above happens under the law of any applicable jurisdiction.

                                 Interest includes, in relation to any principal
                                 or other amount of Indebtedness, interest,
                                 fees, commissions and charges and any other
                                 amounts in the nature of interest or the
                                 payment of which has a similar effect or
                                 purpose to the payment of interest.

                                 Interest Payment Date has the meaning given
                                 to that term in any Senior Finance Document.

                                 IPO means the initial public offering of
                                 shares by the TXUA Parent or the Borrower.

                                 IPO Effective Date means the date notified by
                                 the Trustee under clause 5.1 of the Amending
                                 Deed to be the IPO Effective Date.

                                 IPO Guarantee means the guarantee and indemnity
                                 dated on or before the IPO Effective Date by
                                 each Guarantor in favour of the Trustee.
<PAGE>
13
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                                 Junior Creditor means each of:

(a) the General Partner and each of the Limited Partners;

(b) TXU; and

(c) any other person who is owed Qualifying Subordinated Debt or Subordinated
Guarantee Debt.

                                 Junior Debt means each of:

(a) the TXU Subordinated Loan;

(b) the Subordinated Convertible Loan;

(c) any Qualifying Subordinated Debt and any amount (including, without
limitation, Interest) actually or contingently owing to a Junior Creditor under
or in connection with any Qualifying Subordinated Debt; and

(d) any Subordinated Guarantee Debt.

                                 Junior Finance Document means the TXU
                                 Subordinated Loan, the Subordinated Convertible
                                 Loan, this deed, any document which is
                                 nominated as a Junior Finance Document in any
                                 New Creditor Accession Deed or Deed of
                                 Subordination, any document which creates or
                                 acknowledges Qualifying Subordinated Debt, any
                                 guarantee and indemnity of any Qualifying
                                 Subordinated Debt and any other instrument
                                 connected with any of them.

                                 Licence means the:

(a) distribution licence issued pursuant to the Gas Industry Act 1994 (Vic) with
effect from 11 December 1997, as amended and transferred to TXU Networks (Gas);

(b) distribution licence issued to TXU Electricity pursuant to the Electricity
Industry Act 1993 (Vic) in effect from 3 October 1994, as amended;

(c) gas retail licence issued pursuant to the Gas Industry Act 1994 (Vic) with
effect from 11 December 1997, as amended and transferred to TXU Pty Ltd;
(d) electricity retail licence issued to TXU Electricity pursuant to the
Electricity Industry Act 1993 (Vic) with effect from 3 October 1994, as amended;

(e) generation licence issued to TXU (South Australia) Pty Ltd in relation to
the Torrens Island Power Station pursuant to the Electricity Act 1996 (SA); and

(f) any other Licence granted to any Obligor to replace or substitute any of the
above Licences.

                                 Limited Partners means each of TXU Australia
                                 (LP) No. 1 Limited (ARBN 086 406 733) and
                                 TXU Australia (LP) No. 2 Limited
                                 (ARBN 086 406 724).

                                 Limited Recourse Debt means Project Debt
                                 incurred by a member of the Group which, as a
                                 matter of contract, binding all relevant
                                 parties at the time it is incurred and at all
                                 times before Completion:

(a) will automatically become Non-Recourse Debt upon Completion; or
<PAGE>
14
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(b) the member of the Group will cease to be liable to pay or repay upon
Completion (and no other member of the Group becomes so liable unless the debt
is Non-Recourse Debt),

                                 in either case, without the need for any
                                 further act of or by any party.

                                 If, for any reason:

(c) at any time before Completion, the condition described in (a) or (b) (as the
case may be) ceases to apply; or

(d) at Completion, the debt does not become Non-Recourse Debt, or a member of
the Group remains liable to pay or repay the debt (as the case may be); or

(e) at any time after Completion, the debt either ceases to be Non-Recourse Debt
or a member of the Group becomes liable to pay it (as the case may be); or

(f) despite Completion not having occurred within the terms of the relevant
document, the relevant party or parties either deem Completion to have occurred
or waive the requirement to satisfy the terms of the relevant document regarding
the concept of Completion,

                                 then the debt will automatically at that time
                                 cease to be "Limited Recourse Debt".

                                 Loan Note has the meaning given to that term in
                                 any Senior Finance Document.

                                 Loan Note Subscription Agreement means the loan
                                 note subscription agreement between the
                                 Borrower, the Financiers (as defined in that
                                 agreement) and the Syndicated Facilities Agent
                                 dated on or about the date of the Amending
                                 Deed.

                                 Loss includes any consequential loss, and any
                                 costs, liability, claim, suit, proceeding,
                                 cause of action, demand or action.

                                 Majority of Senior Creditors means at any time:

(a) if no Event of Default subsists, Senior Creditors (other than Hedge
Counterparties), the Amount Owing to whom exceeds 66?% of the total Amount Owing
to all Senior Creditors; and

(b) if an Event of Default subsists, Senior Creditors the Amount Owing to whom
exceeds 66?% of the total Amount Owing to all Senior Creditors.

                                 Master Hedge Agreement means the master hedge
                                 agreement between TXU Electricity and AES
                                 Transpower Holdings Pty Ltd dated 6 May 1999.

                                 Material Adverse Effect means a material
                                 adverse effect on:

(a) the legality, validity or enforceability of a Finance Document; or

(b) an Obligor's ability to observe its obligations under any Finance Document;
or

(c) the rights of a Senior Creditor under a Senior Finance Document.

                                 Material Operating Subsidiary means each
                                 Subsidiary of the TXUA Parent (other than the
                                 Borrower) which, has not been designated as an
                                 Unrestricted Subsidiary and;
<PAGE>
15
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(a) contributes or in the current or following Financial Year is likely to
contribute more than 10 % of the EBITDA of the TXUA Parent and its Restricted
Subsidiaries; or

(b) the book value of the assets of which are more than $100,000,000 provided
that the value of any shares held by any Restricted Subsidiary in any other
Subsidiary shall not be included for the purposes of this definition,

                                 unless the Subsidiary has been released from
                                 its obligations under this deed in accordance
                                 with this deed. For the avoidance of doubt as
                                 at the IPO Effective Date each of TXU
                                 Electricity, TXU Pty Ltd, TXU Networks (Gas),
                                 TXU Gas Storage and TXU (South Australia) Pty
                                 Ltd is a Material Operating Subsidiary.

                                 MSO Rules has the meaning given in the Gas
                                 Industry Act 1994.

                                 National Electricity Code has the meaning
                                 given to the word "Code" in the National
                                 Electricity Law.

                                 NEMMCO means the National Electricity Market
                                 Management Company Limited
                                 (ABN 94 072 010 327).

                                 Networks Business means that part of the Core
                                 Business which involves the transmission and
                                 distribution of energy products by utilisation
                                 of the Infrastructure and ancillary assets.

                                 New Creditor means a person who becomes a
                                 Senior Creditor or Junior Creditor by acceding
                                 to this deed after the date of this deed.

                                 New Creditor Accession Deed means a deed in
                                 or substantially in the form of schedule 3.

                                 New Obligor Accession Deed means a deed in
                                 or substantially in the form of schedule 6.

                                 Non-Recourse Debt means any Project Debt if,
                                 and for so long as:

(a) the person to whom the Project Debt is owed (or any agent or trustee on that
person's behalf) does not have recourse (whether by way of execution, set-off or
otherwise) to any member of the Group or its assets for the payment or repayment
of the Project Debt other than to assets which the Security Interest ("Project
Securities") securing that Project Debt are permitted to extend to under item
(g) of the definition of Permitted Security Interest (that person, and any agent
or trustee on that person's behalf, being a "Non-Recourse Finance Party"); and

(b) the Non-Recourse Finance Party may not seek to wind up or place into
administration, or pursue or make a claim in the winding up or administration
of, any member of the Group to recover or to be repaid that Project Debt; and

(c) the Non-Recourse Finance Party cannot obtain specific performance or a
similar remedy with respect to any obligation of a member of the Group to pay or
repay that Project Debt; and

(d) the Non-Recourse Finance Party and any receiver, receiver and manager, agent
or attorney appointed under the Project Securities, may not incur a liability on
behalf of, or for the account of, a member of the Group which liability itself
is not subject to the above paragraphs as if references to Project Debt in those
paragraphs included that liability.

                                 It includes any Project Debt if:
<PAGE>
16
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(e) all or substantially all of the assets of the only Group member or members
to which the Non-Recourse Finance Party may have recourse for the payment or
repayment of that Project Debt, comprises assets encumbered by Project
Securities; and

(f) where the Non-Recourse Finance Party may have recourse to assets of other
Group members which are subject to Project Securities but which do not fit the
description in (e), such Project Debt would otherwise comprise Non-Recourse Debt
under paragraphs (a) to (d) inclusive above.

                                 Obligor means:

(a) the Partnership;

(b) the Borrower;

(c) the TXUA Parent and each of the other Guarantors; and

(d) any other person which executes a New Obligor Accession Deed from time to
time,

                                 unless the person has been released from its
                                 obligations under this deed in accordance with
                                 this deed.

                                 For the avoidance of doubt, the parties
                                 agree that TXU is not an Obligor.

                                 ORG means the Office of the
                                 Regulator-General established under the Office
                                 of the Regulator-General Act 1994 (Vic) or its
                                 equivalent established in any jurisdiction
                                 other than Victoria.

                                 Partnership means the TXU Australia Holdings
                                 (Partnership) Limited Partnership, comprised of
                                 the General Partner and the Limited Partners.

                                 Partnership Deed means the deed dated 27
                                 January 1999 between the General Partner and
                                 the Limited Partners establishing the
                                 Partnership, as amended by deeds dated 23
                                 February 1999, 16 May 2000 and 31 May 2000.

                                 Permitted Disposal means:

(a) any disposal for fair value of obsolete assets which are no longer required
for the operation of the business in accordance with Good Operating Practice;

(b) the disposal of assets in exchange for other assets of comparable value and
utility;

(c) any disposal of an asset provided that the aggregate value of all assets
disposed of by the TXUA Parent or any of its Restricted Subsidiaries in any
Financial Year (excluding disposals permitted under any other paragraph of this
definition) does not exceed 10% of the total assets of the TXUA Parent and its
Restricted Subsidiaries (as measured by reference to the audited consolidated
Financial Statements for the previous Financial Year);

(d) any disposal of an asset which would not comply with paragraph (c) of this
definition, provided that the aggregate value of all such assets disposed of by
the TXUA Parent and its Restricted Subsidiaries in any Financial Year (excluding
disposals permitted under any other paragraph of this definition) does not
exceed 20% of the total assets of the TXUA Parent and its Restricted
Subsidiaries (as measured by reference to the audited consolidated Financial
Statements for the previous Financial Year); and provided that the proceeds of
disposal are:

(i) used to repay all or part of the Amount Owing to the Senior Creditors; or
<PAGE>
17
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(ii) otherwise utilised in the Core Business, and such proceeds are not
available to make distributions to shareholders of the TXUA Parent or payments
on Qualifying Subordinated Debt;

(e) disposals and acquisitions within the Group between Obligors;

(f) disposals of assets in the ordinary course of business.

                                 Permitted Indebtedness means in relation to the
                                 Obligors and the Restricted Subsidiaries:

(a) any Indebtedness incurred by the Borrower or the Guarantors; or

(b) any Indebtedness of the Partnership under or in relation to:

(i) the Partnership MTNs, being the:

                                  (B) $275 million of credit wrapped floating
                                      rate medium term notes maturing on
                                      September 2007; and

                                  (C) $200 million of credit wrapped fixed
                                      rate medium term notes maturing on
                                      September 2005;

(i) any commercial paper issued by the Partnership under the commercial paper
programme existing as at the date of the Amending Deed provided all such
commercial paper is fully repaid by 31 December 2004;

(ii) the MBIA Reimbursement Agreement dated 11 September 2000 between the
Partnership, the Borrower, TXU8 and MBIA Insurance Corporation;

(iii) the Partnership 144A Notes being the notes issued by the Partnership under
the Indenture dated 15 August 2000 between the Partnership and the Bank of New
York, as trustee, comprising:

                                  (A) US$92,250,000 of 6.75% Senior Notes
                                      due 2006; and

                                  (B) US$60,000,000 of 7.25% Senior Notes
                                      due 2016;

(iv)     the Subordinated Loan Agreement dated 27 March 2002 between the
Partnership and TXU Corp.;

(v) the Subordinated Convertible Loan Agreement dated 13 March 2003 between the
Partnership (as borrower) and the Limited Partners and the General Partner (as
lenders);

(vi) any Hedge Agreement in place solely to manage the interest rate and
currency exposure of the Partnership under the Indebtedness of the Partnership
referred to in this paragraph (b); or

(vii) the ALP Loan Agreement; or

(b) any Indebtedness by a Restricted Subsidiary arising from a Project Debt
other than any Indebtedness used to refinance any assets which as at the date of
the Amending Deed are owned by the TXUA Parent or its Restricted Subsidiaries;
or

(c) any other Indebtedness approved in writing by the Trustee (acting upon the
instructions of the Majority of Senior Creditors); or
<PAGE>
18
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(d) any Indebtedness under any Transactional Banking Agreement or any equipment
lease incurred by a Restricted Subsidiary, provided that any such Indebtedness
shall not in aggregate at all times exceed $1,000,000; or

(e) any guarantee and/or indemnity issued by the Partnership or any Restricted
Subsidiary to a third party in relation to the obligations of Retail Energy
Market Company Limited (ABN 15 103 318 556) provided that the aggregate
liability under such guarantees and/or indemnities do not exceed $20,000,000.00.

                                 Permitted Security Interest means:

(a) any Security Interest arising by operation of law in the ordinary course of
business securing Taxes which are not yet in arrears and can subsequently be
paid without penalty or which are Contested Taxes;

(b) any Security Interest imposed by statue or arising by operation of law in
the ordinary course of business which does not secure Indebtedness;

(c) any mechanic's, workmen's or any like lien or right of set-off arising in
the ordinary course of business, securing or otherwise relating to Indebtedness
which is not yet overdue or which has been contested or litigated in good faith;

(d) any Security Interest, or any netting or set-off arrangement, in respect of
deposits of money or property, by way of security:

(i) for the performance of any statutory obligation arising in the ordinary
course of business; or

(ii) in the ordinary course of the Group's banking arrangements for the purpose
of netting debit or credit balances;

(e) this deed;

(f) any right of set off arising in favour of NEMMCO or VENCorp over cash
deposits, bank guarantees or similar instruments lodged by any Obligor;

(g) any Security Interest to secure the payment or repayment of a Limited
Recourse Debt or a Non-Recourse Debt with respect to a project or development,
provided that such a Security Interest does not extend to any assets of a Group
member other than:

(i) a Group member's Project Property in respect of the project or development;

(ii) all or any part of the Economic Interest of a member of the Group in a
Project Vehicle and the rights and proceeds derived from that Economic Interest
if:

                                  (A)      the assets of the Project Vehicle
                                           form part of or are directly
                                           connected with the project or
                                           development;

                                  (B)      those assets comprise all or
                                           substantially all of the assets of
                                           the Project Vehicle; and

                                  (C)      where that Economic Interest of the
                                           member of the Group which has created
                                           or proposed to create the Security
                                           Interest is an indirect Economic
                                           Interest held through interposed
                                           persons, the Economic Interest
                                           of each of those interposed persons
                                           in the Project Vehicle comprises
                                           all or substantially all
                                           of the assets of that person;
<PAGE>
19
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(iii) any other assets of the Group member referred to in paragraph (g)(i) or
(ii) if that other asset has a market value of less than A$30,000,000; or

(iv) any combination of the assets, Economic Interest, rights and proceeds
referred to in (g)(ii)(A), (B) or (C) above;

(h) any collateralisation or transfer of assets, or agreement to do the same by
way of credit support for the obligations of an Obligor in relation to a margin
call component of a Derivative Transaction;

(i) any other Security Interest to secure the performance of tenders, bids,
leases, statutory obligations, surety and appeal bonds, Governmental Agency
contracts, performance and return-of money bonds and other similar obligations
incurred in the ordinary course of business (except as security for
Indebtedness);

(j) any Security Interest securing amounts in connection with workers'
compensation, unemployment insurance and other types of social security;

(k) any Security Interest on or over all or any part of the interest of any
member of the Group in any joint venture to secure that member's obligations and
liabilities to its co-venturers and/or the manager or operator of the joint
venture or their agent, including the revenues and assets derived by the member
from, or employed by the member in, the joint venture, in favour of its
co-venturers;

(l) any Security Interest to secure Indebtedness in which a member of the Group
has paid money or deposited securities with a trustee or depository pursuant to
a defeasance arrangement relating to any Indebtedness comprising capital markets
instruments issued by any member of the Group; and

(m) any other Security Interest approved in writing by the Trustee (acting upon
the instructions of the Majority of Senior Creditors).

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

                                 Project Activity means:

(a) the acquisition, development, construction, extension, expansion or
improvement of any asset in which no member of the Group has any Economic
Interest as at the Debt Refinance Date; or

(b) the development, construction, extension, expansion or improvement of any
asset in which a member of the Group has, at the date of the Amending Deed, an
Economic Interest but in respect of which none of those activities have
commenced as at the Debt Refinance Date.

Project Debt means, with respect to a project or development:

(a)  Indebtedness comprising all or a substantial part of the price and/or cost
of Project Activities in connection with a project or a development; or

(b)  Indebtedness incurred:

(i)  before or at the time of carrying out of Project Activities; or

(ii) within 270 days of completion of the last of the Project Activities in
connection with the project or development,
<PAGE>
20
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                                  solely for the purpose of financing
                                  or refinancing all or a substantial
                                  part of the price and/or cost of the
                                  Project Activities in connection with
                                  the project or development; or

(c) any Indebtedness incurred solely to refinance any of the above Indebtedness
or incurred under any successive refinancing; or

(d) any liabilities under Derivative Transactions entered into in connection
with any of the above Indebtedness or any Project Activity; or

(e) interest or amounts in the nature of interest, charges, fees, costs of any
nature (including break costs or costs arising from changes in law), duties,
expenses, currency indemnities, withholding taxes, indirect taxes and other
similar indebtedness (however described) which, in any case, is or are incurred
or payable in connection with any of the above; or

(f) any guarantee or indemnity securing payment or repayment of any of the above
amounts (but not any other Indebtedness),

                                  but does not for the avoidance of doubt
                                  include, (without the consent of the Trustee,
                                  acting upon the instructions of the Majority
                                  of Senior Creditors) any Indebtedness which is
                                  used to refinance any assets which as at the
                                  date of the Amending Deed are owned by the
                                  TXUA Parent or its Restricted Subsidiaries.

Project Property means a Group member's assets used solely or predominantly in,
or generated by, any Project Activities for a project or development including:

(a) assets forming part of or connected with or derived from that project or
development; and

(b) proceeds derived from other Project Property relating to that project or
development.

Project Vehicle means an entity which is established for the purposes
of, and confines its business operations solely to, owning or producing Project
Property, carrying out Project Activities and incurring Project Debt.

                                 Properties means all properties or premises
                                 leased, occupied or used or
                                 owned by an Obligor at any time.

                                 Qualifying Subordinated Debt means the
                                 principal amount (excluding capitalised
                                 interest) of any Indebtedness of the Borrower
                                 or of the TXUA Parent which is subordinated on
                                 the same terms as Junior Debt is subordinated
                                 under this deed and:

(a) in respect of which the creditor (or a trustee or agent for the creditor)
has executed and delivered to the Trustee a New Creditor Accession Deed; or

(b) in respect of which the creditor (or a trustee or agent for the creditor)
has either:

(i) executed and delivered to the Trustee a Deed of Subordination; or

(ii) demonstrated to the absolute satisfaction of the Trustee and in a manner
approved by the Trustee that the Indebtedness is subordinated on substantially
the same terms as Junior Debt is subordinated under this deed,

                                 and in respect of which the Trustee has
                                 received from lawyers reasonably approved by
                                 the Trustee a legal opinion in form and
                                 substance acceptable to the Trustee in
                                 connection with the obligations of the creditor
                                 as a subordinated creditor.
<PAGE>
21
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                                 Recovered Money means the aggregate amount
                                 received in accordance with clause 9
                                 ("Distribution of Recovered Money") which has
                                 not been distributed under this deed.

                                 Recovered Money Distribution Date means a
                                 day on which Recovered Money is available for
                                 distribution in accordance with clause 9
                                 ("Distribution of Recovered Money").

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

                                 Relevant Junior Debt means, in respect of a
                                 Junior Creditor, the Junior Debt in respect of
                                 that Junior Creditor.

                                 Relevant Senior Creditor has the meaning
                                 given in clause 3.30 ("Funds before acting").

                                 Relevant Senior Debt means, in respect of a
                                 Senior Creditor, the Senior Debt in respect of
                                 that Senior Creditor.

                                 Required Restricted Subsidiary means any
                                 Subsidiary of the TXUA Parent that is from time
                                 to time designated as or deemed to be a
                                 "Required Restricted Subsidiary" pursuant to
                                 clause 6.5 ("Restricted and Unrestricted
                                 Subsidiary Undertakings").

                                 Restricted Subsidiary means any Subsidiary
                                 of the TXUA Parent that is designated from time
                                 to time as, or deemed to be, a "Restricted
                                 Subsidiary" pursuant to clause 6.5 ("Restricted
                                 and Unrestricted Subsidiary Undertakings") and
                                 includes, for the avoidance of doubt, any
                                 Required Restricted Subsidiary.

                                 Review Event occurs if the TXUA Parent or
                                 the Borrower becomes a Subsidiary of any entity
                                 other than TXU Corp.

                                 Security Interest means any security for the
                                 payment of money or performance of obligations
                                 including a mortgage, charge, lien, pledge,
                                 trust or power.

                                 Senior Creditors means:

(a) the Trustee;

(b) the Syndicated Facilities Agent;

(c) each Financier;

(d) each Hedge Counterparty;

(e) each Transactional Bank; and

(f) any other person who has provided Indebtedness (which does not constitute
Subordinated Indebtedness) to the TXUA Parent or any of its Restricted
Subsidiaries and has agreed with the Obligors and the Trustee to be bound by the
terms of this deed and has executed and delivered to the Trustee a New Creditor
Accession Deed in accordance with clause 14 ("Change in Creditors").
<PAGE>
22
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                                 Senior Debt means any amount actually or
                                 contingently owing under or in connection with
                                 the Senior Finance Documents, whether or not
                                 then due and payable.

                                 Senior Finance Document means each of:

(a) this deed;

(b) the Amending Deed;

(c) the Loan Note Subscription Agreement;

(d) each Deed Poll;

(e) the Loan Notes;

(f) the Working Capital Facility Agreement;

(g) each Transactional Banking Agreement;

(h) the IPO Guarantee;

(i) each Hedge Agreement to which a Hedge Counterparty is a party;

(j) any document nominated as a Senior Finance Document in any New Creditor
Accession Deed; and

(k) any other document which an Obligor and the Trustee agree in writing is to
be a Senior Finance Document and any other instrument connected with any of
them.

         Share means:

(a)  in respect of a Senior Creditor and a day, the same proportion
(expressed as a percentage (rounded (if necessary) to the nearest two decimal
places)) as the proportion which the Amount Owing to that Senior Creditor on
that day bears to the aggregate Amount Owing on that day to all the Senior
Creditors; and

(b)               in respect of a Relevant Senior Creditor and a day, the same
                  proportion (expressed as a percentage (rounded (if necessary)
                  to the nearest two decimal places)) as the proportion which
                  the Amount Owing to that Relevant Senior Creditor on that day
                  bears to the aggregate Amount Owing on that day to all the
                  Relevant Senior Creditors.

                                 Subordinated Convertible Loan means all
                                 Indebtedness of the Partnership to the General
                                 Partner and the Limited Partners under the
                                 Subordinated Convertible Loan Agreement between
                                 TXU Australia (LP) No. 1 Limited, TXU Australia
                                 (LP) No.2 Limited, TXU Australia Holdings (AGP)
                                 Pty Ltd (as lenders) and the Partnership (as
                                 borrower), dated 13 March 2003.

                                 Subordinated Guarantee Debt means any
                                 Indebtedness of a Guarantor under a guarantee
                                 and indemnity of any Qualifying Subordinated
                                 Debt provided that the Indebtedness of the
                                 Guarantor is subordinated on the same terms as
                                 Junior Debt is subordinated under this deed
                                 and:
<PAGE>
23
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(a) in respect of which the beneficiary of the guarantee and indemnity has
executed and delivered to the Trustee a New Creditor Accession Deed; or

(b) in respect of which the beneficiary of the guarantee and indemnity has
either:

(i) executed and delivered to the Trustee a Deed of Subordination; or

(ii) demonstrated to the absolute satisfaction of the Trustee and in a manner
approved by the Trustee that the Indebtedness is subordinated on substantially
the same terms as Junior Debt is subordinated under this deed,

                                 and in respect of which the Trustee has
                                 received from lawyers reasonably approved by
                                 the Trustee a legal opinion in form and
                                 substance acceptable to the Trustee in
                                 connection with the obligations of the
                                 beneficiary as a subordinated creditor.

                                 Subordinated Indebtedness means all
                                 liabilities of an Obligor in connection with
                                 any Indebtedness which is fully subordinated to
                                 the interests of the Senior Creditors.

                                 Subsidiary of an entity means:

(a) another entity which is a subsidiary of the first within the meaning of part
1.2 division 6 of the Corporations Act 2001 (C'th); or

(b) another entity which is a subsidiary of or otherwise controlled by the first
within the meaning of any approved accounting standard; or

(c) in relation to the Partnership, a corporation which is owned or controlled
by the Partnership,

                                 and for the purposes of the Transaction
                                 Documents, the Partnership will be deemed to be
                                 a Subsidiary of the TXUA Parent and a "body
                                 corporate" for the purposes of part 1.2
                                 division 6 of the Corporations Act 2001 (C'th).

                                 Surety means a person (other than an
                                 Obligor) which at any time is liable by
                                 guarantee or otherwise alone or jointly, or
                                 jointly and severally, to pay or indemnify
                                 against non-payment of the Senior Debt or
                                 Junior Debt.

                                 Syndicated Facilities Agent means Australia
                                 and New Zealand Banking Group Limited (ABN 11
                                 005 357 522) or any successor agent appointed
                                 by the relevant Financiers under the Loan Note
                                 Subscription Agreement from time to time.

                                 Systems means for an entity, centralised and
                                 decentralised hardware, software and networks
                                 (including interfaces, data storage and
                                 equipment with embedded computer chips or
                                 logic) used by an entity.

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

                                 Torrens Island Power Station means the
                                 Torrens Island electricity generating power
                                 stations A and B located at Torrens Island,
                                 South Australia and leased by TXU (South
                                 Australia) Pty Ltd under a lease from a South
                                 Australian Governmental Agency.
<PAGE>
24
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                                 Total Assets means the aggregate of all assets
                                 current and non-current of the TXUA Parent and
                                 its Restricted Subsidiaries (excluding Project
                                 Property and any Economic Interest in any
                                 Project Vehicle).

                                 Total Capitalisation means, in relation to the
                                 TXUA Parent and its Restricted Subsidiaries and
                                 with respect to any Calculation Period ending
                                 on a Calculation Date, the aggregate of
                                 Consolidated Net Worth and Consolidated Senior
                                 Debt.

                                 Total Group Assets means the aggregate of all
                                 of the non-current assets (less receivables,
                                 deferred expenses, prepayments and future
                                 income tax benefits but including positive
                                 goodwill) of the TXUA Parent and its Restricted
                                 Subsidiaries (excluding Project Property and
                                 any Economic Interest in any Project Vehicle)
                                 on a consolidated basis.

                                 Total Network Assets means the aggregate of all
                                 of the non-current assets (less receivables,
                                 deferred expenses, prepayments and future
                                 income tax benefits but including positive
                                 goodwill) of the TXUA Parent and its Restricted
                                 Subsidiaries (excluding Project Property and
                                 any Economic Interest in any Project Vehicle)
                                 on a consolidated basis which are used to carry
                                 on the Networks Business.

                                 Transaction Documents means each Finance
                                 Document, the Partnership Deed, any document
                                 which an Obligor acknowledges in writing to be
                                 a Transaction Document, and any other document
                                 connected with any of them.

                                 Transactional Bank means any financial
                                 institution which provides a Transactional
                                 Banking Facility to any Obligor and which is a
                                 Financier or has agreed with the Obligors and
                                 the Trustee to be bound by the terms of this
                                 deed and has executed and delivered to the
                                 Trustee a New Creditor Accession Deed.

                                 Transactional Banking Agreement means any
                                 agreement in force from time to time between
                                 any Obligor and a Transactional Bank setting
                                 out the terms and conditions applicable to a
                                 Transactional Banking Facility.

                                 Transactional Banking Facility includes any
                                 of the following:

(a) overdraft, credit card, equipment lease, bank guarantee, insurance bond or
similar facility; and

(b) payroll, cheque encashment, merchant arrangements and tape negotiation
advice and same-day transaction, funds transfer, direct debit and payment and
settlement facilities which are provided by a bank, and where relevant, are
settled between an Obligor and that bank within the same day.

                                 Trust Fund means the amount held by the Trustee
                                 under clause 2.1 together with any other
                                 property which the Trustee acquires to hold on
                                 the trusts of this deed including, without
                                 limitation, any Security Interest which it
                                 executes after the date of this deed in its
                                 capacity as trustee of the trust established
                                 under this deed and any property which
                                 represents the proceeds of sale of any such
                                 property or proceeds of enforcement of any
                                 Security Interest.
<PAGE>
25
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                                 TXU means TXU Corp., a corporation organised
                                 under the laws of the State of Texas, United
                                 States of America and having an office at
                                 Energy Plaza, 1601 Bryan Street, Dallas, Texas
                                 75201, United States of America.

                                 TXUA means TXU Australia Pty Ltd (ACN 071
                                 611 017).

                                 TXU8 Borrower means each Restricted
                                 Subsidiary that is a Borrower under the TXU8
                                 Loan Agreement from time to time.

                                 TXUA Parent means TXU Australia Group Pty
                                 Ltd (ABN 96 104 896 497).

                                 TXU Gas Storage means TXU Gas Storage Pty
                                 Ltd (ABN 71 079 089 311) (formerly known as
                                 Western Underground Gas Storage Pty Ltd).

                                 TXU8 means TXU (No. 8) Pty Ltd
                                (ACN 085 235 776).

                                 TXU9 means TXU (No. 9) Pty Ltd
                                 (ACN 085 235 801).

                                 TXU Electricity means TXU Electricity Limited
                                 (ACN 064 651 118) (formerly known as Eastern
                                 Energy Limited).

                                 TXU Electricity 144a Notes means the notes
                                 issued by TXU Electricity under the Indenture
                                 dated 1 December 1996 between TXU Electricity
                                 and The Bank of New York, as trustee, and which
                                 are still outstanding comprising US$157,750,000
                                 6.75% Senior Notes due 2006 and US$40,050,000
                                 7.25% Senior Notes due 2016.

                                 TXU8 Loan Agreement means the agreement dated
                                 on or about 22 February 2000 between TXU8 (as
                                 lender) and the TXU8 Borrowers (as borrowers).

                                 TXU Networks (Gas) means TXU Networks (Gas)
                                 Pty Ltd (ABN 43 086 015 036) (formerly known as
                                 Westar Pty Ltd).

                                 TXU Pty Ltd means TXU Pty Ltd (ABN 99 086
                                 014 968) (formerly known as Kinetik Energy Pty
                                 Ltd).

                                 TXU Subordinated Loan means all Indebtedness
                                 of the Partnership to TXU under the
                                 Subordinated Loan Agreement between TXU (as
                                 lender) and the Partnership (as borrower) dated
                                 27 March 2002.

                                 TXU Torrens Island means TXU Torrens Island Pty
                                 Ltd (ABN 67 081 074 197)

                                 Unrestricted Subsidiary means any Subsidiary
                                 of the TXUA Parent that is designated as or
                                 deemed from time to time to be an "Unrestricted
                                 Subsidiary" pursuant to clause 6.5 ("Restricted
                                 and Unrestricted Subsidiary Undertakings).

                                 VENCorp means Victoria Energy Networks
                                 Corporation, a statutory authority incorporated
                                 under the Gas Industry Act 2001 (Vic).
<PAGE>
26
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                                 Working Capital Facility Agreement means the
                                 agreement of that name between the Borrower,
                                 Australia and New Zealand Banking Group Limited
                                 and Commonwealth Bank of Australia dated on or
                                 about the date of the Amending Deed.

27.2     In this deed, unless the contrary intention appears:

         (a)      a reference to this deed or another instrument includes any
                  variation or replacement of any of them;

         (b)      a reference to a statute, ordinance, code or other law
                  includes regulations and other instruments under it and
                  consolidations, amendments, re-enactments or replacements of
                  any of them;

         (c)      the singular includes the plural and vice versa;

         (d)      the word "person" includes a firm, an entity, an
                  unincorporated association or an authority;

         (e)      a reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including,
                  without limitation, persons taking by novation) and assigns;

         (f)      an agreement, representation or warranty on the part of or in
                  favour of two or more persons binds or is for the benefit of
                  them jointly and severally but an agreement or warranty of a
                  Creditor or the Creditors binds that Creditor or Creditors
                  severally only;

          (g)     a reference to any thing (including without limitation, any
                  amount) is a reference to the whole and each part of it and a
                  reference to a group of persons is a reference to all of them
                  collectively, to any two or more of them collectively and to
                  each of them individually; and

          (h)     an accounting term is a reference to that term as it is used
                  in Australian Accounting Standards.

27.3     Headings are inserted for convenience and do not affect the
         interpretation of this deed.

27.4     If a Senior Finance Document requires or permits any act, matter or
         thing to be done by the Partnership, that act, matter or thing must be
         done by TXU Australia Holdings (AGP) Pty Ltd as general partner in the
         TXU Australia Holdings (Partnership) Limited Partnership and, once
         done, will be deemed to bind:

         (a) the TXU Australia Holdings (Partnership) Limited Partnership; and

         (b) each of the partners in the TXU Australia Holdings (Partnership)
             Limited Partnership in accordance with the Partnership Deed.


<PAGE>
27
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28       Declaration of trust

28.1     The Trustee declares that it holds the sum of A$10 and will hold the
         Trust Fund on trust at any time for itself and the persons who are
         Senior Creditors at that time.

28.2     The trust established under this deed commences on the date of this
         deed and unless determined earlier is to end on the day
         prior to the eightieth anniversary of the date of this deed.

28.3     The perpetuity period applicable to the trust established under this
         deed is the period of 80 years commencing on the date
         of this deed.

28.4     The trust established under this deed is to be known as the
         TXU Australia Holdings Trust.

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29       Duties, Powers and Rights of Trustee

Authority of Trustee

29.1     The Trustee is appointed to enter into and act as trustee for the
         Senior Creditors under the Senior Finance Documents to
         which it is a party.

Extent of authority and obligations

29.2     Each Senior Creditor irrevocably authorises the Trustee to:

         (a)      enter into the Senior Finance Documents to which it is
                  intended to be a party; and

         (b)      take action on the Senior Creditor's behalf in accordance with
                  this deed and the other Senior Finance Documents; and

         (c)      exercise the rights and carry out the obligations of the
                  Trustee expressly set out in the Senior Finance Documents and
                  rights, powers and discretions reasonably incidental to them.

                                 To the extent permissible by law, each Senior
                                 Creditor acknowledges that the Trustee has no
                                 obligations, duties or responsibilities except
                                 those expressly set out in the Senior Finance
                                 Documents.

Senior Creditors bound

29.3     Without limiting the liability of the Trustee contemplated by clause
         3.19 ("Exoneration of Trustee"), each Senior Creditor agrees:

         (a)      to be bound by anything properly done or properly not done by
                  the Trustee in accordance with this deed, whether or not on
                  instructions, and whether or not the Senior Creditor gave an
                  instruction or approved of the thing done or not done; and

         (b)      any instruction given to or action taken by the Trustee in
                  accordance with this clause 3 ("Duties, Powers and Rights of
                  Trustee") is binding on each Senior Creditor and each Senior
                  Creditor authorises the Trustee to give any consent and do any
                  other matter or thing necessary or appropriate to give effect
                  to the instruction.

Excluded roles and duties

29.4     The appointment as trustee does not mean that the Trustee:

         (a) is a trustee for the benefit of; or

         (b) is a partner of; or
<PAGE>
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         (c) has a fiduciary duty to, or other fiduciary relationship with,

                                 any Senior Creditor, any Junior Creditor, an
                                 Obligor or any other person, except as
                                 expressly set out in any Senior Finance
                                 Document.

After consultation and instructions

29.5     If the Trustee proposes to act on any of the following matters, it
         agrees to:

        (a)     seek instructions from the Senior Creditors on the
                proposal in accordance with clauses 3.6 ("Matters
                requiring instructions from all Senior Creditors"),
                3.7 ("Matters requiring instructions from a Majority
                of Senior Creditors") or 3.8 ("Matters requiring
                instructions from relevant Senior Creditors") (as the
                case may be); and

        (b)     take the action contemplated (including, without
                limitation, Enforcement Action) if, and only if, it
                receives clear instructions to do so from:

                (i)   all of the Senior Creditors (but in the case of a
                      Senior Creditor that is a Financier, only a Financier
                      to whom there is any Amount Owing, or who has a
                      commitment to provide Indebtedness (even if subject
                      to conditions) under any Senior Finance Document, at
                      the relevant time) - on matters listed in clause 3.6
                      ("Matters requiring instructions from all Senior
                      Creditors");

               (ii)   a Majority of Senior Creditors - on matters listed in
                      clause 3.7 ("Matters requiring instructions from a
                      Majority of Senior Creditors");

               (iii)  the relevant Senior Creditors - on the matters listed in
                      clause 3.8 ("Matters requiring instructions from relevant
                      Senior Creditors"); or

              (iv)    either all, or a Majority of Senior Creditors - on
                      matters which the express terms of this deed or the
                      Amending Deed require the Trustee to act on the
                      instructions of either all or a Majority of Senior
                      Creditors (as the case may be).

Matters requiring instructions from all Senior Creditors

29.6     The following matters require instructions from all Senior Creditors
         (but in the case of a Senior Creditor that is a Financier, only a
         Financier to whom there is any Amount Owing, or who has a commitment to
         provide Indebtedness (even if subject to conditions) under any Senior
         Finance Document, at the relevant time):

         (a)      a change to clauses 4, 6.6(a), 6.6(b), 6.6(c), 6.6(l), 6.6(m),
                  6.6(n), 6.7,7.2 or 8 of this deed and to any defined terms
                  used in those clauses;

         (b)      subject to clause 6.5(d), a discharge or termination of the
                  Guarantee or a release of a Guarantor from the Guarantee or of
                  the Borrower, the Partnership or any Material Operating
                  Subsidiary (unless the Material Operating Subsidiary is being
                  disposed of under a disposal of assets permitted by this deed
                  and the Material Operating Subsidiary does not satisfy
                  paragraph (a) of the definition of "Material Operating
                  Subsidiary") from its obligations under this deed;

        (c)       a change to the definition of Majority of Senior Creditors;
                  and

       (d)        a change to clauses 3.5 to 3.9 or any provision of this deed
                  which requires the consent, approval, agreement or
                  instructions of all or a Majority of Senior Creditors;

       (e)        a change to clause 9 ("Distribution of Received Money");
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       (f)        a release of any property mortgaged or charged under a
                  Security Interest granted to the Trustee;

       (g)        a change to this deed or any other Senior Finance Document to
                  which the Trustee is a party which will increase the monetary
                  obligations of the Senior Creditors; and

       (h)        a change to the annexures to the Amending Deed which affects
                  or will affect any matter contemplated by this clause 3.6 or a
                  change to the Amending Deed (other than the annexures).

Matters requiring instructions from a Majority of Senior Creditors

29.7     The following matters require instructions from a Majority of Senior
         Creditors:

         (a)      a variation of or change to this deed or any other Senior
                  Finance Document to which the Trustee is a party other than a
                  variation or change listed in clause 3.6 ("Matters requiring
                  instructions from all Senior Creditors");

         (b)      the exercise of the Trustee's rights in its capacity as
                  trustee in connection with clause 7 ("Events of Default")
                  (except clause 7.1(a) and clause 7.2(b) in the circumstances
                  set out in clause 3.8 ("Matters requiring instructions from
                  relevant Senior Creditors") or clause 8 ("Review Event"));

         (c)      the exercise of the Trustee's rights in its capacity as
                  trustee in connection with the Guarantee other than the
                  discharge or termination of the Guarantee or the release of a
                  Guarantor from the Guarantee (except in the circumstances set
                  out in clause 3.8 ("Matters requiring instructions from
                  relevant Senior Creditors"));

         (d)      the waiver of any breach or other non-performance of
                  obligations (other than the obligations referred to in clause
                  3.8 ("Matters requiring instructions from relevant Senior
                  Creditors")) by an Obligor in connection with any Senior
                  Finance Document to which the Trustee is a party or any
                  obligation in any other Senior Finance Document incorporated
                  by reference from this deed;

         (e)      the waiver of any breach or other non-performance of
                  obligations by a Junior Creditor in connection with this deed;
                  and

         (f)      a release of any Obligor (other than the Borrower, the
                  Partnership or an Unrestricted Subsidiary) from its
                  obligations under this deed unless all of the issued shares in
                  the Obligor are being sold, transferred or otherwise disposed
                  of to a person which is not an Obligor or a Related Entity of
                  an Obligor and such sale, transfer or disposal is permitted
                  under paragraph (c) or (d) of the definition of "Permitted
                  Disposal" and does not contravene clauses 6.6(c)(i) or (ii)
                  ("Negative undertakings - disposal of assets") and the Obligor
                  does not satisfy paragraphs (a) or (b) of the definition of
                  "Material Operating Subsidiary"; and

         (g)      a change to the Amending Deed which affects or will affect any
                  matter contemplated by this clause 3.7 (other than a change
                  requiring instructions from all Senior Creditors under clause
                  3.6(h)).

Matters requiring instructions from relevant Senior Creditors

29.8
         (a)      A waiver by the Trustee of a breach or failure by an
                  Obligor to pay any money payable under a Senior
                  Finance Document requires instructions from the
                  Senior Creditor which is a party to or has the
                  benefit of that Senior Finance Document or if more
                  than one Senior Creditor is a party to or benefits
                  from that Senior Finance Document, the requisite
                  number of Senior Creditors who are required to
                  provide corresponding instructions under that Senior
                  Finance Document.
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         (b)      Any Senior Creditor which is a party to or has the
                  benefit of a Senior Finance Document or if there is
                  more than one Senior Creditor which is a party to or
                  has the benefit of a Senior Finance Document then the
                  requisite number of Senior Creditors who are required
                  to provide instructions under that Senior Finance
                  Document may instruct the Trustee in the exercise of
                  the Trustee's rights in its capacity as trustee in
                  connection with this deed (including, without
                  limitation, under clause 7.2(b) ("Consequences of
                  default")) and the Guarantee following an Event of
                  Default under clause 7.1(a) ("Events of default -
                  payment") in respect of a payment under that Senior
                  Finance Document.

(c)

                  (i)      Nothing in this clause permits an individual Senior
                           Creditor to instruct the Trustee individually if that
                           Senior Creditor is represented by an agent or trustee
                           and the ability of that Senior Creditor to give
                           instructions or take any individual action is
                           prohibited by any relevant Senior Finance Document.

                 (ii)      If clause 3.8(c)(i) applies, the Trustee can rely on
                           the relevant agent or trustee as representing the
                           Senior Creditor and need not inquire into the agent's
                           or trustee's authority.

Overriding instructions

29.9     In relation to all matters other than those under clauses 3.6 ("Matters
         requiring instructions from all Senior Creditors") and 3.8 ("Matters
         requiring instructions from relevant Senior Creditors"), a Majority of
         Senior Creditors may instruct the Trustee and, if they do, the Trustee
         agrees to act in accordance with the instructions.

Without consultation or instructions

29.10    Subject to clause 3.11 ("Trustee actions"), in any case where the
         Trustee does not require instructions under clause 3.5 ("After
         consultation and instructions") or does not receive instructions or
         requests under clause 3.9 ("Overriding instructions"), the Trustee may
         exercise its rights in its capacity as trustee for the Senior Creditors
         and observe its obligations in that capacity as it sees fit. It need
         not consult any Senior Creditor before doing so.

Trustee's actions

29.11    Whenever the Trustee:

         (a)      seeks instructions from the Senior Creditors, it agrees to
                  specify a reasonable period within which those instructions
                  are to be given; and

         (b)      receives instructions from a Majority of Senior Creditors or
                  all of them, it agrees to follow them but only in so far as
                  they are in accordance with this deed; and

         (c)      exercises its rights in its capacity as trustee for the Senior
                  Creditors or takes any other action, it agrees, subject to
                  this deed, to act in the interests based upon the information
                  which it has at the time) of the Senior Creditors taken as a
                  whole.

Senior Creditor's instructions

29.12    Whenever a Senior Creditor gives instructions:

         (a) it must do so in accordance with this deed and within any time
             period specified by the Trustee for giving instructions; and
<PAGE>
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         (b) it authorises the Trustee to give any consent or do any other
             thing appropriate to carry out the instructions.

                                  Whenever a Senior Creditor gives instructions
                                  which are inconsistent with the instructions
                                  of the Majority of Senior Creditors the Senior
                                  Creditor consents to the Trustee acting in
                                  accordance with the instructions of the
                                  Majority of Senior Creditors despite the
                                  Senior Creditor's instructions (unless it is a
                                  matter requiring instructions from all Senior
                                  Creditors under clause 3.6 ("Matters requiring
                                  instructions from all Senior Creditors") or
                                  relevant Senior Creditors under clause 3.8
                                  ("Matters requiring instructions from relevant
                                  Senior Creditors") .

                                 If a Senior Creditor does not give instructions
                                 in relation to Action proposed or recommended
                                 by the Trustee within any time period specified
                                 by the Trustee, it is taken to have instructed
                                 the Trustee to take the proposed or recommended
                                 Action.

                                 The Trustee need not seek instructions from any
                                 Senior Creditor that is a Financier and to whom
                                 there is no Amount Owing and who has no
                                 commitment (whether or not subject to
                                 conditions) to provide Indebtedness under any
                                 Senior Finance Document, in each case, at the
                                 relevant time.

Trustee's obligations

29.13    The Trustee agrees:


         (a)               (default and review) to notify each Senior Creditor
                           of an Event of Default, Potential Event of Default or
                           Review Event promptly after the Trustee becomes aware
                           of it; and

         (b)               (material notices received) to give each Senior
                           Creditor promptly after receiving it a copy of each
                           notice or other communication or document which is
                           received from an Obligor in connection with this deed
                           and which the Trustee considers material; and

         (c)               (material notices given) to give each Senior Creditor
                           promptly a copy of any notice or other communication
                           or document which the Trustee gives an Obligor in
                           connection with the Senior Finance Documents and
                           which the Trustee considers material; and

         (d)               (action taken) to give each Senior Creditor promptly
                           a report on anything done after instructions from the
                           Senior Creditors under clauses 3.5 to 3.12; and

         (e)               (default) to give:

                           (i) notice to any Obligor of the non-payment, in the
                               manner provided in a Senior Finance Document, of
                               any money payable when due under a Senior Finance
                               Document following receipt of written notice of
                               such non-payment from a Senior Creditor which has
                               failed to be paid the money when due, subject to
                               the non-payment not having been waived and
                               otherwise in accordance with clause 3.8
                               ("Matters requiring instructions from relevant
                               Senior Creditors"); and

                           (ii)a copy of such notice to each Senior Creditor.
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Trustee's awareness of certain events

29.14    The Trustee is taken not to be aware of an Event of Default, Potential
         Event of Default or Review Event until either:

         (a)      an Authorised Officer of the Trustee who is responsible for
                  the administration of the transactions contemplated by this
                  deed has actual knowledge of sufficient facts to ascertain
                  that an Event of Default, Potential Event of Default or Review
                  Event has occurred; or

         (b)      the Trustee receives a notice regarding an Event of Default,
                  Potential Event of Default or Review Event under clause 6.1(l)
                  ("General undertakings - notify details of Event of Default,
                  Potential Event of Default or Review Event"), stating that
                  such an Event of Default, Potential Event of Default or Review
                  Event has occurred.

Trustee may assume compliance

29.15    Until it becomes aware in accordance with clause 3.14 ("Trustee's
         awareness of certain events"), the Trustee may assume that no Event of
         Default, Potential Event of Default or Review Event has occurred and
         that the Obligors are observing all their obligations in connection
         with the Senior Finance Documents and need not inquire or investigate
         whether that is, in fact, the case.

Limit on disclosure obligations

29.16    Despite anything else in this deed, this deed does not oblige the
         Trustee to disclose information or provide documents relating to an
         Obligor or any other person if the Trustee reasonably believes that to
         do so would constitute a breach of law or duty of confidentiality.

No further obligations

29.17    The Senior Creditors agree that the Trustee has no obligations, other
         than those in clause 3.13 ("Trustee's obligations"), either initially
         or on a continuing basis:

         (a)      to keep itself informed, or to inform a Senior Creditor, about
                  the performance by an Obligor of its obligations under the
                  Senior Finance Documents; or

         (b)      to provide a Senior Creditor with any information or documents
                  with respect to an Obligor (whether coming into its possession
                  before or after accommodation is provided under the Senior
                  Finance Documents).

Individual responsibility of Senior Creditors

29.18    Each Senior Creditor acknowledges for the benefit of the Trustee and
         each of its  Related Entities that the Senior Creditor:

         (a)      has entered into the Senior Finance Documents; and

         (b)      has made and will continue to make its own independent
                  investigation of the business, operations, financial condition
                  and affairs of each Obligor based on documents and information
                  which it considers appropriate and in this regard each Senior
                  Creditor acknowledges that the Trustee is not required to
                  inspect, or keep under review any property or books of any
                  Obligor; and

        (c)       has made and will continue to make its own appraisal of the
                  creditworthiness or status of affairs of each Obligor;

        (d)       has made its own assessment and approval of the margin, fees
                  and other return to be obtained under the Senior Finance
                  Documents;
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        (e)       has informed itself and will continue to inform itself as to
                  the performance or observance by any Obligor of its
                  obligations under the Senior Finance Documents; and

        (f)       will continue to make its own analysis and decisions (based
                  upon the documents and information) which seem appropriate at
                  the time, in taking or not taking any action under the Senior
                  Finance Documents,

                                 without relying on the Trustee (in whatever
                                 capacity) or any of its Related Entities or on
                                 any other Senior Creditor or on any
                                 representation made by any of them.

Exoneration of Trustee

29.19    Neither the Trustee nor any of its respective directors, officers,
         employees, agents, attorneys (including an Attorney) or Related
         Entities is responsible or liable to any other party to this deed:

         (a)      because an Obligor or another Senior Creditor fails to perform
                  its obligations under the Senior Finance Documents or another
                  Senior Creditor fails to provide instructions when requested
                  by the Trustee; or

         (b)      for the financial condition or solvency of an Obligor; or

         (c)      because any recital, statement, representation or warranty in
                  a Senior Finance Document is incorrect or misleading in any
                  respect; or

         (d)      for the effectiveness, genuineness, validity, enforceability,
                  admissibility in evidence or sufficiency of the Senior Finance
                  Documents or in any certificate or any document referred to in
                  or provided for in, or received by it, or delivered under or
                  in connection with the Senior Finance Documents; or

         (e)      for acting in accordance with the instructions of a Majority
                  of Senior Creditors or all the Senior Creditors, in accordance
                  with this deed, or in the absence of instructions in
                  accordance with clause 3.10 ("Without consultation or
                  instructions"), or from refraining from acting in accordance
                  with the instructions of a Majority of Senior Creditors or all
                  Senior Creditors, in accordance with this deed;

         (f)      for any loss or damage occurring as a result of the
                  exercising, failing to exercise or purporting to exercise any
                  right, power, authority, discretion or remedy of, or conferred
                  on, the Trustee under the Senior Finance Documents; or

         (g)      if it acts upon any instruction purported to have been given
                  by a Majority of Senior Creditors or all Senior Creditors even
                  though it may subsequently be found that there was some defect
                  in the instruction or for any other reason the instruction was
                  not valid or binding upon those Senior Creditors it purports
                  to bind or upon the Trustee.

                                 Without limiting this clause 3.19 ("Exoneration
                                 of Trustee"), the Trustee is not responsible
                                 nor liable to any other party to this deed for
                                 anything done or not done in connection with
                                 the Senior Finance Documents by the Trustee or
                                 its directors, officers, employees, agents,
                                 attorneys (including an Attorney) or Related
                                 Entities except to the extent that the act or
                                 omission amounts to fraud, gross negligence or
                                 wilful misconduct by the Trustee or its
                                 directors, officers, employees, agents,
                                 attorneys (including an Attorney) or Related
                                 Entities .
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                                 Failure by the Trustee to act due to lack of
                                 instructions or lack of proper or clear
                                 instructions from a Majority of Senior
                                 Creditors or all Senior Creditors does not in
                                 itself amount to fraud, gross negligence or
                                 wilful misconduct of the Trustee.

Trustee in capacity of a Senior Creditor

29.20    If the Trustee is also a Financier or Hedge Counterparty, then in its
         capacity as a Financier or Hedge Counterparty it:

         (a)      has the same rights, obligations, powers and discretions under
                  the Senior Finance Documents as the other Financiers and Hedge
                  Counterparties; and

         (b)      may exercise those rights, powers and discretions and agrees
                  to observe those obligations independently from its role as
                  Trustee as if it were not the Trustee.

Trustee dealing in different capacities

29.21    The Trustee or a Related Entity may:

         (a)      engage in any kind of banking, trust or other business with an
                  Obligor or the Senior Creditors or any of their Related
                  Entities; and

         (b)      accept fees and other consideration from an Obligor or any of
                  the Obligor's Related Entities for services in connection with
                  the Senior Finance Documents or any other arrangement,

                                 despite any conflict of interest, as if it were
                                 not the Trustee and without having to account
                                 to the Senior Creditors for any income or other
                                 benefit it derives in doing so.

                                 The Senior Creditors release the Trustee or a
                                 Related Entity from any obligation it might
                                 otherwise have to them in relation to the
                                 matters set out in this clause 3.21 ("Trustee
                                 dealing in different capacities").

Notice of transfer

29.22    The Trustee may treat each Senior Creditor as the holder or obligor of
         the rights and obligations of that Senior Creditor for all purposes
         under the Senior Finance Documents until a transfer certificate (or
         other notice of the assignment or transfer satisfactory to the Trustee)
         signed by the substitute, assignee or transferee is given to the
         Trustee in accordance with clause 14 ("Change in Creditors").

Senior Creditor to pay over amounts received directly

29.23    If a Senior Creditor receives or recovers an amount due to it under a
         Senior Finance Document after the Trustee has made a declaration under
         clause 7.2(a) ("Consequences of default") (but not clause 7.2(b)
         ("Consequences of default")) or clause 8.5 ("Review Event") other than
         through distribution by the Trustee under this deed, then it agrees to:

         (a) notify the Trustee promptly; and

         (b) pay an amount equal to that amount to the Trustee within two
             Business Days after receiving it.

                                 If the Senior Creditor receives the amount by
                                 applying a set-off, the set-off occurs when the
                                 Senior Creditor records the set-off in its
                                 books of account.
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                                 The amount paid to the Trustee is to be:

         (c) taken to have been received by the Trustee and not by the
             Senior Creditor who receives it (and the Amount Owing of that
             Senior Creditor is to continue to include that amount); and

         (d) distributed by the Trustee to the parties entitled to it in
             accordance with their entitlements under this deed.

                                  If the Senior Creditor is obliged to make a
                                  payment under this clause 3.23, the Borrower
                                  indemnifies the Senior Creditor against loss
                                  suffered by the Senior Creditor if the
                                  liability of the entity which made the payment
                                  to the Senior Creditor is held to have been
                                  discharged despite the operation of this
                                  clause.
Pro-rata refunds

29.24    If a Senior Creditor who receives an amount referred to in clause 3.23
         ("Senior Creditor to pay over amounts received directly") is obliged to
         refund any part of it under laws relating to Insolvency Events, then
         each Senior Creditor to which that amount was distributed under clause
         9 ("Distribution of Received Money") agrees to pay to the Trustee (for
         payment to the Senior Creditor who has to make the refund) its pro rata
         share of the amount required to be refunded.

Proceeds of litigation

29.25    Despite clause 3.23 ("Senior Creditor to pay over amounts received
         directly"), where a Senior Creditor recovers an amount in legal
         proceedings it has brought as permitted by clause 3.21 ("Restriction on
         Senior Creditor's exercising rights"), the Senior Creditor may retain
         the recovered amount and need not pay the recovered amount to the
         Trustee or share it with any other party who could have joined in the
         proceedings (or could have taken separate proceedings) but did not.

                                 If more than one Senior Creditor takes
                                 proceedings it has brought as permitted by
                                 clause 3.21 ("Restriction on Senior Creditor's
                                 exercising rights"), the recovered amount is to
                                 be shared by each of those Senior Creditors in
                                 the proportion that the amount due for payment
                                 to it at that time bears to the total of the
                                 amounts at that time due for payment to all the
                                 Senior Creditors who take proceedings.

                                 In each case, any surplus is to be paid to the
                                 Trustee.

Amendment to Deed

29.26    Each Senior Creditor authorises the Trustee to agree with the other
         parties to this deed or any other Senior Finance Document to which the
         Trustee is a party to a variation or change to this deed or the other
         Senior Finance Document if:

(a)               all or a Majority of Senior Creditors (as required under
                  clauses 3.5 to 3.9) have instructed, or are taken to have
                  instructed, the Trustee that they consent to, or approve of,
                  the variation or change; or

(b)               the Trustee is satisfied that the variation or change is made
                  to correct a manifest error or an error of a minor nature or
                  that the variation or change is only of a formal or technical
                  nature.
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Senior Creditors to indemnify against non-payment

29.27    Each Senior Creditor individually in accordance with its Share
         indemnifies the Trustee against the non-receipt of a payment from the
         Obligors and the Costs incurred by the Trustee in funding the amount
         not paid, if the Trustee:

         (a)      reasonably claims a payment from the Borrower under clause 12
                  ("Costs, charges, expenses and indemnities") or from any other
                  Obligor under a corresponding provision of any other Senior
                  Finance Document to which the Trustee is a party; and

         (b)      does not receive it within seven days after the claim is made,

                                 provided that if the payment and Costs relate
                                 to a claim by the Trustee for payment on
                                 account of one or more Senior Creditors, only
                                 each of those Senior Creditors must indemnify
                                 the Trustee in the proportion which the Amount
                                 Owing to each of them bears the total Amount
                                 Owing to all of those Senior Creditors.

                                 Each Senior Creditor agrees to pay amounts due
                                 under this indemnity to the Trustee within 3
                                 Business Days of demand from the Trustee.

The Borrower's back-to-back indemnity

29.28    The Borrower indemnifies each Senior Creditor against any liability or
         loss arising from, and any Costs incurred in connection with, the
         Senior Creditor making a payment under clause 3.27 ("Senior Creditor's
         to indemnify against non-payment").


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

Funds before acting

29.29    If the Trustee proposes to exercise a right arising in its capacity as
         trustee for the Senior Creditors or take any Action (whether or not at
         the instruction of a Majority of Senior Creditors or all Senior
         Creditors) in accordance with this deed and the Trustee reasonably
         considers this could result in the Borrower or any other Obligor
         becoming obliged to pay to the Trustee an amount under clause 12
         ("Costs, charges, expenses and indemnities") or under a corresponding
         provision of any other Senior Finance Document to which the Trustee is
         a party, as the case may be, the Trustee:

         (a)      may request the Senior Creditors (or only the relevant Senior
                  Creditors ("Relevant Senior Creditors") in connection with any
                  action under clause 3.8 ("Matters requiring instructions from
                  relevant Senior Creditors") or clause 7.2(b) ("Consequences of
                  default") or clause 8.5 ("Review Event") of this deed) to
                  place it in funds at least equal to the amount the Trustee
                  reasonably determines would be the Borrower's liability; and

         (b)      need not act until the Senior Creditors or Relevant Senior
                  Creditors (as the case may be) do so.

                                 Each Senior Creditor or Relevant Senior
                                 Creditor (as the case may be) agrees to fund
                                 the Trustee rateably in accordance with its
                                 Share.

If a Senior Creditor does not fund

29.30    If a Senior Creditor or a Relevant Senior Creditor (as the case may be)
         does not fund the Trustee under clause 3.29 ("Funds before acting")
         within a period determined by the Trustee to be reasonable, then the
         Trustee agrees to promptly request each other Senior Creditor or other
         Relevant Senior Creditor (as the case may be) to fund the defaulting
         Senior Creditor's share. If one or more other Senior Creditors or
         Relevant Senior Creditors (as the case may be) agree to fund the
         defaulting Senior Creditor's or Relevant Senior Creditor's (as the case
         may be) share, then the obligations of the Senior Creditors or Relevant
         Senior Creditors (as the case may be) under clause 3.29 ("Funds before
         acting") are taken to be satisfied. Each Senior Creditor agrees that:
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         (a)      a payment by a Senior Creditor to the Trustee under this
                  clause 3.30 constitutes a loan by the Senior Creditor to the
                  defaulting Senior Creditor; and

         (b)      the loan accrues interest at the rate and in the manner
                  notified by the paying Senior Creditor to the defaulting
                  Senior Creditor and the Trustee.

                                 The defaulting Senior Creditor agrees to pay to
                                 the Trustee (for the account of each funding
                                 Senior Creditor) on demand from the Trustee the
                                 loan principal and interest on each loan.

Borrower's costs obligation not affected

29.31    A payment by a Senior Creditor under clauses 3.27 ("Senior Creditor's
         to indemnify against non-payment"), 3.29 ("Funds before acting") or
         3.30 ("If a Senior Creditor does not fund") does not relieve the
         Borrower of its obligations under clause 12 ("Costs, charges, expenses
         and indemnities") or any other Obligor of its obligations under any
         corresponding provisions of any other Senior Finance Document.

Compliance may be assumed

29.32    In relation to any act of the Trustee, neither the Obligors nor the
         Junior Creditors may enquire:

         (a) whether the Trustee needed to consult or has consulted the Senior
             Creditors; or

         (b) whether instructions have been given to the Trustee by a Majority
             of Senior Creditors or all Senior Creditors; or

         (c) about the terms of any instructions.

                                 As between the Trustee and the Obligors, all
                                 action taken by the Trustee under the Senior
                                 Finance Documents is taken to be authorised
                                 under this deed unless the Borrower has actual
                                 notice to the contrary.

                                 As between the Trustee and the Junior
                                 Creditors, all action taken by the Trustee
                                 under this deed is taken to be authorised by
                                 the Senior Creditors unless the Junior
                                 Creditors have actual notice to the contrary.

Trustee is not responsible for Senior Creditor's breach

29.33    The Trustee is not responsible to the Obligors if a Senior Creditor
         does not observe its obligations under the Senior
         Finance Documents.

Delegation by Trustee

29.34

         (a)      The Trustee may employ agents, contractors and attorneys and
                  may delegate any of its rights or obligations in its capacity
                  as trustee for the Senior Creditors without notifying the
                  Senior Creditors of the delegation.

         (b)      The Trustee may act on the opinion, certificate or advice of
                  or information obtained from, any agent or contractor
                  appointed by it under this clause 3.34.
<PAGE>
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Trustee may rely on communications and opinions

29.35    In relation to the Senior Finance Documents, the Trustee may rely:

         (a)      on any communication or document it believes to be genuine and
                  correct and to have been signed or sent by the appropriate
                  person; and

         (b)      as to legal, accounting, taxation or other professional
                  matters, on opinions and statements of any legal, accounting,
                  taxation or professional advisers used by it.

Force majeure

29.36    Despite any other provision of this deed, the Trustee need not act
         (whether or not on instructions from one or more of the Senior
         Creditors) if it is impossible to act due to any cause beyond its
         control (including war, riot, natural disaster, labour dispute, or law
         taking effect after the date of this agreement). The Trustee agrees to
         notify each Senior Creditor promptly after it determines that it is
         unable to act.

No responsibility for force majeure

29.37    The Trustee has no responsibility or liability for any loss or expense
         suffered or incurred by any party as a result of its not acting for so
         long as the impossibility under clause 3.36 ("Force majeure")
         continues. However, the Trustee agrees to make reasonable efforts to
         avoid or remove the causes of non-performance and agrees to continue
         performance under this deed promptly when the causes are removed.

Authority to Execute

29.38    Each other party to this deed irrevocably authorises the Trustee to
         execute any New Obligor Accession Deed signed by a new
         Obligor on its behalf.

Restriction on Senior Creditors exercising rights

29.39    A Senior Creditor may exercise a right in respect of a matter referred
         to in clauses 3.5 to 3.12 against an Obligor under
         any Senior Finance Document independently of the Trustee only if:

         (a)      the Trustee has been instructed in accordance with clauses
                  3.5 to 3.12 to exercise the right; and

         (b)      the Trustee has not done so within a reasonable time (and then
                  only if any request by the Trustee under clause 3.29 ("Funds
                  before acting") for funds in connection with the exercise has
                  been complied with),

                                 and subject to the Senior Creditor being
                                 permitted to exercise such a right under any
                                 relevant agency provisions which may apply to
                                 the Senior Creditor under any Senior Finance
                                 Document other than this deed.

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30       Subordination

Subordination

30.1     Despite any other agreement between a Junior Creditor and an Obligor
         but except as permitted by clauses 4.6 ("Junior Creditor Undertakings")
         and 4.7 ("Permitted Junior Creditor Payments"), each party agrees with
         each other party that no part of the Junior Debt is due for payment or
         capable of being declared due for payment unless:

         (a) the Senior Debt is satisfied or repaid in full; or

         (b) an Event occurs; or

<PAGE>
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         (c) that Junior Debt is refinanced by Qualifying Subordinated Debt or
             Consolidated Senior Debt.

Rights and obligations following an Event

30.2     If an Event occurs, then the Junior Debt is payable immediately.

30.3     If an Event occurs, then each Junior Creditor agrees, on request from
         the Trustee, to:

         (a) prove for the whole of its Relevant Junior Debt; and

         (b) immediately send to the Trustee a copy of its notice of proof.

30.4     A Junior Creditor may not prove for its Relevant Junior Debt except
         following a request from the Trustee under clause 4.3.

30.5     Except as permitted by clause 4.7 ("Permitted Junior Creditor
         Payments"), if a Junior Creditor receives or recovers any money on
         account of that Junior Creditor's Relevant Junior Debt or any amount is
         paid to any person in connection with that Junior Creditor's Relevant
         Junior Debt including, without limitation, to an assignee of that
         Junior Creditor's Relevant Junior Debt, whether by way of repayment,
         satisfaction or otherwise and whether from an Obligor or from any other
         person, including, without limitation, a liquidator, provisional
         liquidator or administrator of an Obligor, then that Junior Creditor
         agrees forthwith to pay to the Trustee for the account of the Senior
         Creditors, without the need for any demand, an amount equal to the
         lesser of the full amount so received, recovered or paid and the full
         amount of the Senior Debt at that time.

Junior Creditor Undertakings

30.6     A Junior Creditor may not, without the prior written consent of the
         Trustee or, following the occurrence of an Event of
         Default, except as directed by the Trustee:

         (a)      directly or indirectly demand payment of, sue for, accept
                  payment or repayment of (except for demands, suits, payments
                  or repayments which are permitted under clause 4.7 ("Permitted
                  Junior Creditor Payments")) or in any way allow by reduction
                  of an Obligor's assets or otherwise, the discharge,
                  satisfaction or extinguishment of its Relevant Junior Debt; or

         (b)      vary or amend any agreement or document under which an
                  Obligor's obligations in respect of its Relevant Junior Debt
                  arise if such variation or amendment would result in its
                  Relevant Junior Debt ceasing to be subordinated to the Senior
                  Debt on the terms of this clause 4 ("Subordination"); or

         (c)      set off its Relevant Junior Debt against any Indebtedness of
                  the Junior Creditor to the Obligor; or

         (d)      assign, charge or otherwise deal with its Relevant Junior Debt
                  unless the assignee, chargee or other person to the dealing
                  (or its trustee or agent) has agreed to be bound as a Junior
                  Creditor under this deed and has executed and delivered to the
                  Trustee a New Creditor Accession Deed or a Deed of
                  Subordination; or

         (e)      accept the benefit of any guarantee in respect of its Relevant
                  Junior Debt other than a guarantee which creates Subordinated
                  Guarantee Debt; or

         (f)      suffer to exist or take a Security Interest to secure payment
                  of its Relevant Junior Debt; or
<PAGE>
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         (g)      borrow or raise money from or otherwise become indebted to an
                  Obligor, except in relation to

                  (i)   deposits made with a Junior Creditor, being a deposit
                        taking financial institution, in the ordinary course of
                        business; or

                  (ii)  the ALP Loan Agreement; or

         (h)      convert any Junior Debt into shares in an Obligor.

Permitted Junior Creditor Payments

30.7     So long as:

         (a)      no Senior Debt is due and payable but unpaid; and

         (b)      no Event of Default or Potential Event of Default has occurred
                  and is subsisting (or would occur as a result of the relevant
                  payment),

                                 an Obligor may pay, prepay, repay, satisfy or
                                 discharge, and a Junior Creditor may receive
                                 and retain, payments of interest, payments,
                                 prepayments or repayments of principal and any
                                 other amounts which are due and owing on the
                                 Junior Debt (other than on any Subordinated
                                 Guarantee Debt) not earlier than the date the
                                 same are due in accordance with or as
                                 contemplated by, and in the amounts
                                 contemplated by, the terms of the Junior
                                 Finance Documents and the Junior Creditors may
                                 make demands in respect of, or so as to
                                 establish a liability to pay, any amount so
                                 permitted to be paid.

30.8     Except as permitted by clause 4.7 ("Permitted Junior Creditor
         Payments") or with the prior written consent of the Trustee or,
         following the occurrence of an Event of Default, as directed by the
         Trustee, a Junior Creditor may not take any action to recover the
         Relevant Junior Debt including, without limitation, by:

         (a) voting for the winding up of an Obligor; or

         (b) requisitioning a meeting to consider:

             (i)   a resolution for the winding up of an Obligor; or

             (ii)  a scheme of arrangement for an Obligor; or

             (iii) a resolution for the appointment of an administrator to an
                   Obligor; or

         (c) applying to the court to wind up an Obligor.

30.9     If a liquidator, provisional liquidator or administrator of an Obligor
         sets off against the Relevant Junior Debt any amounts in respect of
         which a Junior Creditor is indebted to the Obligor, then the Junior
         Creditor indemnifies the Senior Creditors against Loss they suffer
         because the amount set off is not part of its Relevant Junior Debt.

Obligors

30.10    Each Obligor may not, without the consent of the Senior Creditors:

         (a)       permit or suffer any guarantee, indemnity or guarantee and
                  indemnity to be given in respect of the Junior Debt other than
                  a guarantee or guarantee and indemnity which creates
                  Subordinated Guarantee Debt; or
<PAGE>
41
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         (b)      suffer to exist or grant a Security Interest to secure payment
                  of the Junior Debt; or

         (c)      directly pay (except for payments or repayments which are
                  permitted under clause 4.7 ("Permitted Junior Creditor
                  Payments")) or in any way reduce the Obligor's assets to
                  discharge the Junior Debt; or

         (d)      vary or amend any agreement or document under which the
                  Obligor's obligations in respect of its Junior Debt arise if
                  such variation or amendment would result in its Junior Debt
                  ceasing to be subordinated to the Senior Debt on the terms of
                  this clause 4 ("Subordination"); or

        (e)       set off the Junior Debt against any Indebtedness of the Junior
                  Creditor to the Obligor; or

        (f)       enter into any arrangement which results in the Junior Debt
                  not being subordinated to the Senior Debt on the terms of this
                  clause 4 ("Subordination"); or

        (g)       create, grant, extend or permit to subsist or be imposed any
                  Security Interest ranking in priority to, equally with or
                  subsequent to the Senior Debt or any Security Interest for the
                  Senior Debt; or

        (h)       be the creditor in respect of any borrowing or money raised or
                  other indebtedness by a Junior Creditor, except in relation
                  to:

                  (i)  deposits made with a Junior Creditor in the ordinary
                       course of business; or

                  (ii)  the ALP Loan Agreement; or

        (i)       convert any Junior Debt into shares in that Obligor.

30.11    Except as permitted under clause 4.7 ("Permitted Junior Creditor
         Payments"), each Obligor agrees to notify the Trustee immediately if it
         receives a demand whether direct or indirect for payment of any of the
         Junior Debt.

Revocation of Approvals

30.12 Any approval given by the Trustee in connection with this deed immediately
      terminates if:

(a) a Junior Creditor or an Obligor defaults under this deed; or

(b) the Obligor is unable to pay its debts as they fall due; or

(c) an Event occurs; or

(d) the Trustee demands payment of the Senior Debt from an Obligor in accordance
with the Senior Finance Documents.

Preservation of Senior Creditor's Rights

30.13    No obligation of a Junior Creditor arising under this deed is released
         or abrogated, prejudiced or affected by any act matter or thing that a
         Senior Creditor may do or omit to do which but for this provision would
         or might release, abrogate, prejudice or affect the obligations of the
         Junior Creditor including, without limitation:

(a) the granting of time, credit or any indulgence or concession to an Obligor
or any Surety by the Trustee or a Senior Creditor or by any compounding or
compromise, release, abandonment, waiver, variation, relinquishment, renewal or
transfer of any securities, documents of title, assets or any rights of a Senior
Creditor against an Obligor or any Surety of any other person or by neglect or
omission to enforce any such rights;
<PAGE>
42
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(b) the liquidation, receivership, official management or administration of an
Obligor, any Junior Creditor or any Surety which is an entity or the bankruptcy
or death of any Surety who is a natural person, or any Junior Creditor or an
Obligor or any Surety entering into any compromise or assignment of property or
scheme of arrangement or composition of debts or scheme of reconstruction;

(c) any person giving a guarantee or other Security Interest in respect of all
or any of the Senior Debt;

(d) failure by an Obligor or any Surety or any other person to provide any
Security Interest which ought to be provided or to have been provided under any
agreement in respect of all or any part of the Senior Debt;

(e) any alteration, addition or variation to any agreement in respect of all or
any part of the Senior Debt;

(f) any Security Interest held or taken at any time by a Senior Creditor for all
or any part of the Senior Debt being void, defective or informal;

(g) an Obligor or any Surety being discharged from its obligation to pay all or
any of the Senior Debt otherwise than by payment or satisfaction of those moneys
to a Senior Creditor; or

(h) a Junior Creditor being discharged from its obligations to a Senior Creditor
under this deed.

30.14  If a Senior Creditor holds any other Security Interest for or right in
respect of all or any of the Senior Debt, then:

(a) the Senior Creditor need not resort to that other Security Interest or right
before enforcing its rights under this deed; and

(b) the liability of each Junior Creditor under this deed is not affected by
reason that the other Security Interest or right is or may be wholly or partly
void or unenforceable.

30.15  This deed does not prejudicially affect and is not prejudicially
       affected by any Security Interest or guarantee held by a Senior
       Creditor either at the date of this deed or at any subsequent time.

30.16  Nothing contained in this deed merges, discharges, extinguishes,
       postpones, lessens or prejudices any Security Interest now held or
       which may subsequently be held or taken by a Senior Creditor for
       payment of any of the Senior Debt. Nor does this deed or any Security
       Interest:

(a) affect:

(i) any right or remedy which the Senior Creditor now has or subsequently may
have or be entitled to by law, equity or statute against any other person as
surety or on any bill of exchange, promissory note, letter of credit or other
negotiable instrument; or

            (ii) security to the Senior Creditor for all or part of the Senior
                 Debt; or

(b) operate as a payment of the Senior Debt until the same has been actually
    paid in cash.
<PAGE>
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                                 Nothing in any Security Interest and no other
                                 right or remedy which a Senior Creditor has or
                                 subsequently may have apart from this deed
                                 discharges, extinguishes, postpones, lessens or
                                 otherwise prejudices this deed. A Senior
                                 Creditor is not under any obligation to resort
                                 to any Security Interest in priority to this
                                 deed.

30.17   The subordination under this deed is a continuing subordination and
        remains in full force until payment in full of the Senior Debt.

Power of Attorney

30.18   Each Junior Creditor irrevocably appoints the Trustee and each
        Authorised Officer of the Trustee severally as its attorney.

30.19   Each attorney may:

(a) in the name of the Junior Creditor or the attorney do anything which the
Junior Creditor may lawfully do to exercise a right of proof of the Junior
Creditor following an Event occurring (including, without limitation, executing
deeds and instituting, conducting and defending legal proceedings and receiving
any dividend arising out of that right); and

(b) delegate its powers (including, without limitation, this power of
delegation) to any person for any period and may revoke a delegation; and

(c) exercise or concur in exercising its powers even if the attorney has a
conflict of duty in exercising its powers or has a direct or personal interest
in the means or result of that exercise of powers.

30.20    The Junior Creditor agrees to ratify anything done by an attorney or
         its delegate in accordance with clause 4.19 ("Power of Attorney").

30.21    The Junior Creditor may not exercise the right of proof referred to in
         clause 4.19 independently of the attorney.

Corporations Act 2001 (C'th)

30.22    This clause 4 ("Subordination") is intended to operate as a "debt
         subordination" (as defined in section 563C(2) of the Corporations Act
         2001 (C'th)) by each Junior Creditor.

TXU

30.23    The parties acknowledge that the only obligations incurred by TXU in
         entering into this deed are as a Junior Creditor and that if the TXU
         Subordinated Loan is fully repaid as permitted by this deed, then upon
         request in writing from TXU, attaching a certificate from the
         Partnership that all moneys owing under the TXU Subordinated Loan have
         been fully repaid, the Trustee (without requiring instructions from the
         Senior Creditors) shall release TXU as a party to this deed.

Notice to Junior Creditors

30.24    Each Obligor undertakes to notify the relevant Junior Creditors as
         soon as it becomes aware of:

         (a) any Senior Debt being due and payable but unpaid; or

         (b) the occurrence of any Event of Default, Potential Event of Default
             or Review Event.
<PAGE>
44
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31       Representations and warranties

Representations and warranties

31.1     Each Obligor represents and warrants (except in relation to matters
         disclosed to the Trustee by the Obligor and accepted by
         the Trustee in writing) that:

         (a)    (incorporation and existence) it has been
                incorporated as a company limited by shares in
                accordance with the laws of its place of
                incorporation, is validly existing under those laws
                and has power and authority to carry on its business
                as it is now being conducted; and

         (b)    (power) it has power (including, without limitation,
                power under the Partnership Deed, in the case of the
                Partnership) to enter into the Transaction Documents
                to which it is a party and observe its obligations
                under them; and

        (c)     (authorisations) it has in full force and effect the
                Authorisations necessary for it to enter into the
                Transaction Documents to which it is a party, to
                observe its obligations and exercise its rights under
                them and to allow them to be enforced; and

        (d)     (validity of obligations) its obligations under the
                Transaction Documents to which it is a party are
                valid and binding and are enforceable against it in
                accordance with their terms except to the extent
                limited by equitable principles and laws affecting
                creditors' rights generally; and

        (e)     (no contravention or exceeding power) the Transaction
                Documents to which it is a party and the transactions
                under them which involve it do not:

                (i)   contravene its constituent documents (if any); or

                (ii)  contravene any law or obligation by which it is bound
                      or to which any of its assets are subject which has
                      or is likely to have a Material Adverse Effect; or

               (iii)  cause a limitation on its powers or the powers of its
                      directors to be exceeded; and

         (f)   (consolidated accounts):

               (i)     the audited consolidated Financial Statements for the
                       Partnership and its Subsidiaries for the year ended
                       31 December 2002 given to the Trustee are a true and
                       fair statement of the financial position of the
                       Partnership and its Subsidiaries as at the date to
                       which they are prepared and disclose or reflect all
                       actual and contingent liabilities as at that date;
                       and

               (ii)    thereafter, the most recent audited consolidated
                       Financial Statements for the Group last given to the
                       Trustee are a true and fair statement of the
                       financial position of the Group as at the date they
                       are prepared and disclose or reflect all of the
                       actual and contingent liabilities of the Group as at
                       that date;

         (g)     (no material change) there has been no change in the
                 financial position of the Group) since the date to
                 which the consolidated Financial Statements last
                 given to the Trustee under (f)(i) or (f)(ii) were
                 prepared which is likely to have a Material Adverse
                 Effect; and

         (h)     (Event of Default) no Event of Default which has not
                 been waived or (to the best of its knowledge,
                 information and belief having made due enquiry)
                 Potential Event of Default, (except if notice of that
                 Potential Event of Default has been given to the
                 Trustee) continues unremedied; and
<PAGE>
45
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         (i)     (default under law - Material Adverse Effect) it is
                 not in default under any Transaction Document to
                 which it is a party or in breach of a law or
                 obligation affecting it or its assets in a way which
                 has or is likely to have a Material Adverse Effect;
                 and

         (j)     (litigation) there is no proceeding or any pending or
                 (to the best of its knowledge, information and belief
                 having made due enquiry) threatened proceeding
                 affecting it, or any other Restricted Subsidiary or
                 any of its or their assets before a court,
                 Governmental Agency, commission or arbitrator which
                 could reasonably be expected to result in a Material
                 Adverse Effect; and

         (k)     (not a trustee) it does not enter into any
                 Transaction Document as trustee; and

         (l)     (ownership of property) it is the beneficial owner of
                 and has good title to all property held by it or on
                 its behalf and all undertakings carried on by it free
                 from Security Interests other than Permitted Security
                 Interests; and

         (m)     (benefit) it benefits by entering into the
                 Transaction Documents to which it is a party; and

         (n)     (solvency) no Insolvency Event has occurred and is
                  continuing in respect of it or any other Restricted
                  Subsidiary; and

         (o)     (Chapter 2E) it has not contravened and will not
                 contravene sections 208 or section 209 of the
                 Corporations Act 2001 (C'th) by it entering into any
                 Transaction Document or participating in any
                 transaction in connection with a Transaction
                 Document; and

         (p)     (no immunity) it has no immunity from the
                  jurisdiction of a court or from legal process; and

         (q)     (information) to the best of its knowledge and
                  belief, having made due enquiry, all historical
                  information provided to each Senior Creditor or a
                  Related Entity of any of them by or on behalf of an
                  Obligor in connection with the Transaction Documents
                  is true and accurate in all material respects as at
                  the date when such information was provided and, to
                  the best of its knowledge, there are no material
                  facts or circumstances which have not been disclosed
                  to each Senior Creditor and which, if disclosed,
                  might reasonably be expected to significantly
                  adversely affect the decision of a person considering
                  whether to provide financial accommodation to an
                  Obligor and all forecasts and projections have been
                  made in good faith; and

         (r)      (shareholdings):

                  (i)  the TXUA Parent directly or indirectly owns or
                       controls all of the issued shares in the Borrower and
                       each Obligor; and

                 (ii)  the TXUA Parent or the Borrower directly or
                       indirectly owns and controls all of the issued shares
                       in each other Obligor (other than TXUA Parent); and

        (s)      (Obligors) the TXUA Parent, the Partnership, the
                 Borrower and each Guarantor are Obligors; and

        (t)      (ranking) its obligations under the Senior Finance
                  Documents to which it is a party rank in all
                  respects:
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                  (i)  at least equally with all its other unsecured and
                       unsubordinated indebtedness (actual or contingent and
                       whether present or future), except liabilities
                       mandatorily preferred by law; and

                 (ii)  in terms of repayment or payment in winding up, in
                       priority to all Subordinated Indebtedness and other
                       Junior Debt; and

        (u)       (taxation) to the best of its knowledge, information
                  and belief having made due enquiry, the TXUA Parent
                  and the Restricted Subsidiaries have complied with
                  all material taxation laws in all jurisdictions in
                  which they are subject to Taxes, and have paid all
                  material Taxes due and payable by them, other than
                  Contested Taxes; and

        (v)       (insurance) all insurances considered appropriate by
                  each Obligor and the Trustee and which are available
                  on reasonable and commercial terms to that Obligor's:

                  (i)   business, assets and operations, including loss of
                        revenue arising from loss or damage to its own assets
                        or the assets of all suppliers or customers; and

                  (ii)  public liability in regard to all operations in
                        respect of general and products liability, including
                        the failure of gas supply liability, bushfire
                        liability; and

                 (iii)  professional indemnity liability; and

                 (iv)   directors and officers liability,

                  have been effected and are in full force and effect, it has
                  not made any material misstatement or misrepresentations or
                  omitted to disclose any material facts to the insurers or
                  their agents in relation thereto and it is not aware of any
                  reason giving rise to any right or likelihood that any such
                  policies may be terminated or that any insurers thereunder
                  will refuse to pay any claim when made; and

        (w)       (intellectual property) it owns, or has the right and licence
                  to use, all trade secrets, confidential information, know-how,
                  patents, trade marks, designs (whether registered or
                  unregistered), copyright, and computer programs necessary for
                  the conduct of the Core Business; and

        (x)       (Environmental Laws) the occupation, use and development of
                  each of its Properties complies with all Environmental Laws
                  and all Authorisations required under any Environmental Law
                  relating to those Properties are in full force and effect
                  other than non-compliances which are neither likely to have a
                  Material Adverse Effect nor likely to create any potential
                  liability for the Senior Creditors; and

        (y)       (Authorisations) all material Authorisations required for the
                  Core Business:

                  (i)   have been validly issued and obtained; and

                  (ii)  are in full force and effect; and

        (z)       (no default) no circumstance has arisen or is likely to arise
                  which, in all the circumstances, is likely to result in the
                  revocation, cancellation, recision, termination or suspension
                  of any material Authorisation required for the Core Business
                  which if revoked, cancelled, rescinded, terminated or
                  suspended would be likely to have a Material Adverse Effect;
                  and

        (aa)      (only conducts the Core Business) it does not carry on any
                  business activities other than activities in connection with
                  the Core Business; and
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        (bb)      (partnership) for so long as the Partnership is an Obligor,
                  the Partnership is a limited partnership established pursuant
                  to the Partnership Deed and within the meaning of and validly
                  constituted and existing and registered under Part 3 of the
                  Partnership Act 1958 of Victoria.

Continuation of representations and warranties

31.2     The representations and warranties in clause 5.1 ("Representations and
         warranties") are taken also to be made on the date of each Drawdown
         Notice and on each Drawdown Date and on the date of delivery of a
         compliance certificate in accordance with clause 6.1(h) ("General
         undertakings - compliance certificate") of this deed by reference to
         the then current circumstances. Each Obligor agrees to notify the
         Trustee of anything that happens that would mean it could not
         truthfully repeat all its representations and warranties in clause 5
         ("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) ("General undertakings -
         compliance certificate") of this deed by reference to the then current
         circumstances. A notification under this clause does not limit the
         Trustee's rights under clause 7 ("Events of Default").

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32       Undertakings

General undertakings

32.1    Each Obligor undertakes to:

        (a) (accounting records) keep proper accounting records and ensure that
             each of its Subsidiaries does the same; and

        (b) (information) give the Trustee any document or other information
             that the Trustee reasonably requests from time to time; and

        (c) (copies) give the Trustee sufficient copies of any communication or
             document it is required to give the Trustee so as to enable the
             Trustee to give one copy to each Senior Creditor; and

        (d)   (status certificates) on reasonable request from the
              Trustee if the Trustee considers in good faith that
              an Event of Default, Potential Event of Default or
              Review Event may have occurred, give the Trustee a
              certificate signed by two of its directors which
              states whether an Event of Default or Potential Event
              of Default continues unremedied or whether a Review
              Event has occurred; and

        (e)  (maintain Authorisations) obtain and renew on time
              and comply with the terms of, each Authorisation
              necessary for it to enter into the Transaction
              Documents to which it is a party, to observe its
              obligations and exercise its rights under them and to
              allow them to be enforced; and

        (f)   (annual consolidated accounts) give the audited
              consolidated Financial Statements of the Group for
              each Financial Year to the Trustee as soon as
              practicable and in any event by no later than 120
              days after the end of that Financial Year (other than
              in relation to the annual consolidated Financial
              Statements referred to in clause 5.1(f)(i) which are
              in relation to the Partnership and its Subsidiaries);
              and

        (g)   (half yearly consolidated accounts) give the
              unaudited consolidated Financial Statements of the
              Group for the first half of each Financial Year to
              the Trustee as soon as practicable and in any event
              by no later than 90 days after the end of that half
              year; and
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             (i)  (special purpose - audited financial statements) give
                   to the Trustee an audited set of special purpose
                   financial statements for each of the TXUA Parent's
                   Unrestricted Subsidiaries for each Financial Year at
                   the same time as the provision of the audited
                   consolidated Financial Statements of the Group (under
                   clause 6.1(f)), provided that where there is a
                   grouping of Unrestricted Subsidiaries carrying on the
                   same Project Activity, then such financial statements
                   shall be provided on a consolidated basis for that
                   group of Unrestricted Subsidiaries;

             (ii)  (special purpose - unaudited financial statements)
                   give to the Trustee an unaudited set of special
                   purpose financial statements of the TXUA Parent's
                   Unrestricted Subsidiaries for the first half of each
                   Financial Year at the same time as the provision of
                   the unaudited half year consolidated Financial
                   Statements of the Group (under clause 6.1(g)),
                   provided that where there is a grouping of
                   Unrestricted Subsidiaries carrying on the same
                   Project Activity, then such financial statements
                   shall be provided on a consolidated basis for that
                   group of Unrestricted Subsidiaries;

             (iii) (Restricted Subsidiaries and Non-Recourse Debt)in the
                   event that any of the Restricted Subsidiaries incurs
                   any Non-Recourse Debt, then also give to the Trustee:

                         (A)   an audited set of special purpose financial
                               statements for each Project Activity of the TXUA
                               Parent and its Restricted Subsidiaries
                               for each Financial Year, at the same time as
                               the provision of the audited consolidated
                               Financial Statements of the Group for the same
                               period (under clause 6.1(f)), provided that where
                               there is a grouping of Restricted Subsidiaries
                               carrying on the same Project Activity, then
                               such financial statements shall be provided on
                               a consolidated basis for that group of Restricted
                               Subsidiaries; and

                         (B)   an unaudited set of special purpose financial
                               statements for each Project Activity of the
                               TXUA Parent and its Restricted Subsidiaries
                               for the first half of each Financial Year at the
                               same time as the provision of the unaudited
                               consolidated Financial Statements of the
                               Group for the same period (under clause 6.1(g)),
                               provided that where there is a grouping of
                               Restricted Subsidiaries carrying on the same
                               Project Activity, then such financial statements
                               shall be provided on a consolidated basis for
                               that group of Restricted Subsidiaries; and

        (h)   (compliance certificate) give to the Trustee at the same time
              as it is required to give the Trustee the audited consolidated
              Financial Statements of the Group (under clause 6.1(f)) for
              each Financial Year and the unaudited consolidated Financial
              Statements of the Group for the first half of each Financial
              Year, a certificate which must:

              (i)   be signed by an Authorised Officer of the Borrower; and
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              (ii)  set out in reasonable detail the computations and
                    financial and other information necessary to
                    establish compliance by the Borrower with the
                    financial undertakings in clause 6.7 ("Financial
                    Undertakings"); and

             (iii)  state whether any Event of Default or (to the best of
                    its knowledge, information and belief having made due
                    enquiry) Potential Event of Default or Review Event
                    has occurred and is subsisting; and

             (iv)   in the case of the certificate delivered in
                    connection with the Financial Statements of the Group
                    for the end of a Financial Year, be confirmed in
                    writing by its auditors as being correct so far as it
                    relates to compliance by the Borrower with the
                    financial undertakings in clause 6.7 ("Financial
                    Undertakings"); and

              (v)   state that the Partnership, the Borrower and TXU
                    Electricity are in compliance with their obligations
                    under clause 6.2 ("Hedge Undertakings"); and

              (vi)  state who are the Restricted Subsidiaries and
                    Unrestricted Subsidiaries and in the case of the
                    Unrestricted Subsidiaries state when they were
                    designated as Unrestricted Subsidiaries; and

        (i)   (Financial Statements) ensure that the Financial
               Statements and other financial statements referred to
               above:

               (i)   are prepared in accordance with Australian Accounting
                     Standards; and

               (ii)  at the time of delivery, give a true and fair view of
                     the state of affairs of the Group as at the date on
                     which, and for the period in respect of which, they
                     are prepared or an explanation of any divergence
                     between the Financial Statements as presented and
                     such a true and fair view; and

        (j)     (incorrect representation or warranty) immediately
                upon becoming aware notify the Trustee if any
                representation or warranty made by it or on its
                behalf in connection with a Senior Finance Document
                is found to be materially incorrect or misleading;
                and

        (k)     (ensure no Event of Default) do everything within its
                 powers necessary to ensure that no Event of Default
                 occurs; and

        (l)      (notify details of Event of Default, Potential Event
                 of Default or Review Event) if an Event of Default,
                 Potential Event of Default or Review Event occurs,
                 upon becoming aware, notify the Trustee giving full
                 details of the event and, if applicable, any step
                 taken or proposed to remedy it; and

        (m)      (litigation) promptly notify the Trustee in writing
                 and in reasonable detail, and keep the Trustee
                 informed, of any litigation or administrative or
                 arbitration or other proceedings before or of any
                 Governmental Agency, court, commission or arbitrator
                 taking place, commenced, pending or, to the best of
                 its knowledge, threatened against the Group or any of
                 its assets which has or is likely to have a Material
                 Adverse Effect; and

        (n)     (constitution) promptly notify the Trustee of any
                 proposal to materially change its constitution (other
                 than a change in its constitution which is required
                 as a result of the IPO); and
<PAGE>
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        (o)      (environmental matters) promptly notify the Trustee
                 of any breach or potential breach of any
                 Environmental Law or other law or of any complaint or
                 the issuing of any proceedings or notice or
                 requirements against or upon it in respect of, or
                 which is or is likely to result in, any potential
                 environmental liability or contravention of any
                 Environmental Law which has or would have a Material
                 Adverse Effect; and

        (p)      (regulatory) provide notice to the Trustee as soon as
                 it becomes aware of:

                 (i)       any proposed or actual revocation, cancellation,
                           rescission, termination or suspension of any material
                           Authorisation required for the Core Business which
                           has or is likely to have a Material Adverse Effect;

                (ii)       any material breach of any material Authorisation
                           required for the Core Business to which it is a party
                           which has or is likely to have a Material Adverse
                           Effect; and

       (q)       (Core Business) engage only in, and continue to
                 engage only in, activities which relate to the Core
                 Business; and

       (r)       (Authorisation) comply with its obligations under all
                 material Authorisations and take all necessary steps
                 to remedy any breach of any material Authorisation or
                 law where such breach has or is likely to have a
                 Material Adverse Effect; and

       (s)       (Infrastructure) protect, keep, maintain and preserve
                 the Infrastructure in good working order and
                 condition and renew or replace when worn out,
                 obsolete or destroyed all present or future
                 components of the Infrastructure which are necessary
                 for the conduct of the Core Business; and

       (t)       (good standing) maintain its good standing, ensure
                 that it remains entitled to carry on business and own
                 property in each jurisdiction in which such
                 entitlement is necessary; and

       (u)       (laws) comply and procure that all other Restricted
                 Subsidiaries comply at all times with the
                 requirements of all applicable laws and the lawful
                 orders or decrees of any Governmental Agency where
                 failure to comply is likely to have a Material
                 Adverse Effect; and

       (v)       (Authorisations) promptly obtain, maintain and renew
                 on time each material Authorisation required for the
                 Core Business where failure to do so would or is
                 likely to have a Material Adverse Effect; and

       (w)       (Taxes) pay when due all Taxes payable by it, other
                 than Contested Taxes; and

       (x)       (business) ensure that the business of the Material
                 Operating Subsidiaries is conducted in a proper and
                 efficient manner in accordance with prudent business
                 practices and in accordance with Good Operating
                 Practice; and

       (y)       (intellectual property) take all reasonable steps to
                 maintain, preserve and protect all copyrights,
                 patents, trade marks (whether registered or common
                 law marks), trade names, trade secrets, confidential
                 information, know-how and other intellectual property
                 reasonably required for its business in accordance
                 with normal prudent business practices; and

        (z)      (insurance)
<PAGE>
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                 (i)  keep all of its property and assets insured to the
                      extent it is insurable on reasonable and commercial
                      terms with insurers and on terms approved by the
                      Trustee (which approval may not be unreasonably
                      withheld):

                                (A)    for its full insurable value
                                       on a replacement and reinstatement
                                       basis and revenue in respect of
                                       revenue less variable
                                       expenses; and

                                (B)    such insurance to be against fire,
                                       explosion and other risks which
                                       a prudent owner of property of a
                                       similar type to that being
                                       insured would insure and any
                                       other risks reasonably
                                       specified by the Trustee with a
                                       policy sum insured of not
                                       less than the aggregate of the
                                       value of assets and insurable
                                       revenue; and

                 (ii)      maintain insurance for general and products liability
                           including failure to supply (but only for failure to
                           supply which is attributable to the actions or
                           omissions of an Obligor) and in a form usual to the
                           risks insured by a prudent operator and in a manner
                           reasonably specified by the Trustee for an indemnity
                           limit of not less than A$500,000,000 for any one
                           occurrence; and

                 (iii)     maintain insurance for professional indemnity in the
                           form usual to the risks insured by prudent operators
                           and in a manner reasonably specified by the Trustee
                           for an indemnity limit of not less than A$50,000,000;
                           and

                 (iv)      maintain insurance for directors and officers
                           liability in the form usual to the risks insured by
                           prudent operators in a manner reasonably specified by
                           the Trustee for an indemnity limit of not less than
                           A$100,000,000; and

                 (v)       arrange all insurance policies in such a way to
                           incorporate reasonable deductibles or self insurance
                           retentions in a manner which a prudent person engaged
                           in a similar business or undertaking to that of the
                           Obligor would effect; and

                (vi)       maintain with insurers approved by the Trustee (which
                           approval may not be unreasonably withheld), workers
                           compensation, public liability and other insurances
                           which a prudent person engaged in a similar business
                           or undertaking to that of the Obligor would effect;
                           and

                (vii)      if requested by the Trustee, provide the Trustee with
                           copies of all insurance policies and certificates of
                           insurance in connection with or comprising any of the
                           properties or assets or liabilities of the Obligors;
                           and

                (viii)     pay each insurance premium in a manner prescribed by
                           the insurers to ensure the continuity of cover and,
                           on request from the Trustee, produce receipts for the
                           payment; and

                (ix)       not do or permit anything to be done or fail to do
                           anything which prejudices any insurance; and

                (x)        immediately rectify anything which might prejudice
                           any insurance and immediately reinstate the insurance
                           if it lapses; and
<PAGE>
52
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                (xi)       not, without the consent of the Trustee or as
                           otherwise permitted by the above provisions,
                           materially restrict the coverage under, cancel or
                           allow to lapse insurance in connection with any of
                           its property, assets and liability; and

                (xii)      notify the Trustee immediately when an event occurs
                           which gives rise or might give rise to a claim
                           exceeding $5,000,000 under or which could materially
                           prejudice a policy of insurance required by this
                           clause or if any policy of insurance required by this
                           clause is cancelled; and

        (aa)    (group relations) in relation to any Indebtedness
                from one Obligor to another Obligor, not take any
                action or bring any proceedings in respect of any
                money owing or due for payment in relation thereto or
                any failure to comply with any obligations thereunder
                without the prior written consent of the Trustee; and

        (bb)    (Tax consolidation) ensure that, if a consolidated
                group is created in accordance with Part 3 - 90 of
                the Income Tax Assessment Act 1997 (Cth) which would
                comprise any Obligor, each company in the
                consolidated group enters into a tax sharing
                agreement that provides for a fair and reasonable
                allocation of the tax liabilities of the group; and

        (cc)    (Guarantee) ensure that at all times:

                (i)        each Material Operating Subsidiary is a party to the
                           IPO Guarantee as a Guarantor; and

                (ii)       the aggregate of the value of all assets current and
                           non-current (excluding Project Property, any Economic
                           Interest in any Project Vehicle and any assets which
                           are the subject of Project Debt or Non-Recourse Debt)
                           of the Guarantors determined on a consolidated basis
                           and after eliminating all inter-company transactions
                           between members of the Group is not less than 90% of
                           the Total Assets (other than assets which are the
                           subject of Project Debt or Non-Recourse Debt).

Hedge Undertakings

32.2     The Partnership, Holdco and TXU Electricity each undertake:

         (a)      (Perform Hedges): to perform and observe all of the
                  obligations on their part contained in the Hedge Agreements to
                  which they are a party and in accordance with the Hedging
                  Policy;

         (b)      (Mark to market): to adjust the Hedging Agreements they each
                  have in place at any time, by closing out appropriate Hedge
                  Agreements and putting new Hedge Agreements in place to ensure
                  that, within the requirements of the Hedging Policy, each
                  would not be required under United States or generally
                  accepted Australian Accounting Standards, to mark to market
                  the obligations under any one or more Hedge Agreements; and

        (c)       (Maximum hedging): to not at any time enter into interest rate
                  hedging arrangements to hedge in excess of 100% of the Group's
                  Interest expense in respect of the Indebtedness of the Group.

Accession of Hedge Counterparties

32.3     No financial institution providing hedging facilities which has not
         agreed to subject itself to the terms of this deed as a Hedge
         Counterparty will be entitled to share in any of the arrangements
         constituted by this deed in respect of the Hedge Liabilities.
<PAGE>
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Notification of Hedge Exposures

32.4     Each Hedge Counterparty must, on request by the Trustee following the
         occurrence of an Event of Default or Potential Event of Default, give
         written notice to the Trustee certifying its Hedge Exposure as at the
         date of the notice.

Restricted and Unrestricted Subsidiaries Undertakings

32.5     Each Obligor undertakes that:

         (a)

             (i)  subject to clause 6.5(c), each Subsidiary of which
                  80% or more of the voting securities or other equity
                  interests are owned by the TXUA Parent or the
                  Borrower, or one or more of their Subsidiaries shall
                  be deemed to be a Restricted Subsidiary; and

             (ii) subject to clause 6.5(e), each Subsidiary of the TXUA
                  Parent or the Borrower which becomes a Material
                  Operating Subsidiary after the Debt Refinance Date
                  (unless prior to becoming a Material Operating
                  Subsidiary, the Subsidiary is deemed or designated as
                  an Unrestricted Subsidiary in accordance with this
                  clause 6.5) shall be deemed a Restricted Subsidiary
                  and a Required Restricted Subsidiary; and

         (b) any Subsidiary (including any newly created or
             acquired Subsidiary) that is designated in writing by
             the Borrower to the Trustee as being a Restricted
             Subsidiary at any time shall be a Restricted
             Subsidiary;

         (c) any Restricted Subsidiary (including any newly
             created or acquired Subsidiary) that is not a
             Required Restricted Subsidiary may be designated by
             the Borrower as an Unrestricted Subsidiary by
             delivery of written notice to the Trustee, provided
             that:

              (i)  no such designation shall be effective if immediately
                   after giving such notice an Event of Default would
                   occur and be subsisting; and

              (ii)  no Subsidiary shall have its designation changed from
                    Restricted Subsidiary to Unrestricted Subsidiary more
                    than twice; and

         (d)  any Subsidiary that is not designated as, or deemed
              to be, a Restricted Subsidiary pursuant to this
              clause 6.5 shall be deemed to be an Unrestricted
              Subsidiary and shall be entitled to be released from
              this deed as an Obligor and Guarantor (provided the
              requirements in clause 6.5(g) "Release of a
              Guarantor" are satisfied and would be satisfied after
              the release) by the execution of a Deed of Release,
              substantially in the form of schedule 7 to this deed
              and delivery to the Trustee of two executed
              counterparts of the Deed of Release to the trustee
              for execution by the Trustee;

         (e)  as at the date of the Amending Deed:

              (i)    TXU Pipelines Pty Ltd, TXU Pipelines Holdings Pty Ltd
                     , TXU Sea Gas SPVI Pty Ltd and TXU Sea Gas SPV2 Pty
                     Ltd will be deemed to be Unrestricted Subsidiaries;

             (ii)    each other Subsidiary of the TXUA Parent or the
                     Borrower is, as at the Debt Refinance Date,
                     designated as a Restricted Subsidiary; and

             (iii)
<PAGE>
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                             (A)  each Subsidiary of the TXUA Parent or the
                                  Borrower which from time to time is a
                                  Material Operating Subsidiary (which, for the
                                  avoidance of doubt includes TXU Electricity,
                                  TXU Networks (Gas), TXU (South Australia) Pty
                                  Ltd, TXU Gas Storage and TXU Pty Ltd); and

                             (B)  the TXU Australia Holdings (Partnership)
                                  Limited Partnership, the general partner
                                  of which is TXU  Australia Holdings (AGP)
                                  Pty Ltd and the limited partners of which are
                                  TXU Australia (LP) No. 1 Limited and TXU
                                  Australia (LP) No. 2  Limited,

                           is and will at all times be deemed to be a Required
                           Restricted Subsidiary;

         (f)  if the Borrower designates a Subsidiary to be a
              Restricted Subsidiary it will procure the Subsidiary
              to execute and deliver to the Trustee a New Obligor
              Accession Deed agreeing to be bound as an Obligor
              under this deed and to provide the Trustee with the
              documents, instruments and assurances referred to in
              clause 6.6(j)(ii).

        (g)   Release of a Guarantor

              (i)     subject to this clause 6.5(g), the Borrower may
                      request that a Guarantor (other than the TXUA Parent
                      and any Required Restricted Subsidiary) be released
                      from its obligations under the Guarantee. The TXUA
                      Parent cannot (unless agreed by all Senior Creditors)
                      be released as a Guarantor;

              (ii)    the Trustee shall notify the Senior Creditors
                      promptly on receipt of any request by the Borrower
                      for a Guarantor to be released from its obligations
                      under the Guarantee;

              (iii)   a Guarantor (other than the TXUA Parent and any
                      Required Restricted Subsidiary) shall be entitled to
                      be released from the Guarantee, if:

                             (A)  after its release, the
                                  undertaking in clause 6.1(cc)
                                  Guarantee") will be complied
                                  with; and

                             (B)  no Event of Default or
                                  Potential Event of Default has
                                  occurred and is subsisting or is
                                  reasonably likely to occur if the
                                  Guarantor was released.

              (iv)    The Senior Creditors agree that, subject to
                      satisfying this clause 6.5(g), a Guarantor may be
                      released as a party to this deed by the execution of
                      a Deed of Release - Guarantor by the Trustee (who for
                      those purposes may act without the instructions of
                      all or any of the Senior Creditors).

              (v)     If a Guarantor is entitled to be released from the
                      Guarantee in accordance with this clause 6.5(g)
                      ("Release of a Guarantor"), then:

                             (A)  the Trustee and each other Senior
                                  Creditor authorises the release and
                                  agrees to be bound by a Deed
                                  of Release - Guarantor as if
                                  they were parties to it;
<PAGE>
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                             (B)  each Senior Creditor authorises the
                                  Trustee to execute the Deed
                                  of Release - Guarantor on
                                  their behalf; and

                             (C)  the relevant Guarantor is
                                  released with effect from the
                                  date the Trustee delivers the Deed
                                  of Release - Guarantor to that
                                  Guarantor.

              (vi) Any release of a Guarantor in this deed does not in any way
                   affect or prejudice the obligations of the remaining
                   Guarantors.

Negative Undertakings

32.6     Each Obligor undertakes that  it will not:

         (a)  (Encumbrances): create or allow to exist or subsist,
              or permit any other Restricted Subsidiaries to create
              or allow to exist or subsist, any Security Interest
              on the whole or any part of its present or future
              property, except for Permitted Security Interests;
              and

         (b)  (debt restriction): without the prior written consent
              of the Trustee (acting on the instructions of the
              Majority of Senior Creditors), incur any Indebtedness
              or permit any Restricted Subsidiary to incur any
              Indebtedness other than Permitted Indebtedness; and

         (c)  (disposals of Assets): in any Financial Year, sell,
              transfer or otherwise dispose, or permit any other
              Restricted Subsidiary to sell, transfer or otherwise
              dispose, of any Asset (whether in a single
              transaction or in a series of transactions and
              whether voluntarily or involuntarily and including by
              disposal of an Asset which is subsequently
              leased-back):

              (i)     which is an interest in a Distribution Licence
                      (except a sale, transfer or other disposal from an
                      Obligor to another Obligor); or

              (ii)    all or a substantial part of the Total Network Assets
                      which relate to electricity or all or a substantial
                      part of the Total Network Assets which relate to gas;
                      or

              (iii)   any other Asset unless it is a Permitted Disposal,

                                 provided that the Senior Creditors
                                 shall reasonably consider (but without
                                 any obligation to approve) any sale
                                 and lease-back proposal if the Trustee
                                 has received:

(i)           a copy of the documents relevant to the transaction;

(ii)          a satisfactory opinion from an Australian law firm or
              accounting firm as to the tax implications of the
              transaction;

(iii)         in circumstances where the Trustee's legal counsel
              are of the view that there are Australian taxation
              issues and have recommended that a ruling be obtained
              from the Australian Taxation Office, a favourable
              ruling from the Australian Taxation Office; and

(iv)          evidence that there will be no adverse impact on the
              cashflow of the Obligors or the rights of the Senior
              Creditors under the Transaction Documents; and
<PAGE>
56
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(d)           (securitisation): assign, sub-participate an interest
              in, otherwise dispose of, or create or allow to exist
              any Security Interest over, or permit any other
              Restricted Subsidiary to do any of those things in
              respect of, receivables arising from network charges,
              or any other receivables or other monetary assets
              except for a securitisation programme where:

              (i)  the proceeds received or receivable by the Group are
                   applied to permanently repay and reduce Senior Debt;
                   and

              (ii) such securitisation programme constitutes a Permitted
                   Disposal; and

(e)           (Environmental Law): by any act or omission or series
              of acts or omissions breach any Environmental Law if
              the breach has or is likely to have a Material
              Adverse Effect; and

(f)           (Speculative transactions): engage in or enter into,
              or permit any other Restricted Subsidiary to engage
              in or enter into, any Derivative Transaction or any
              similar transaction, including in respect of energy
              trading, other than under Hedge Agreements, unless
              that transaction:

              (i)  would be a transaction which would ordinarily be
                   carried out by a prudent, responsible company
                   carrying on a similar business; and

              (ii) would be in accordance with Good Operating Practice;
                   and

(g)           (Authorisations): agree or consent to any variation
              in any material respect of a material Authorisation
              required for the Core Business where such variation
              has or is likely to have a Material Adverse Effect,
              without the prior written consent of the Trustee
              (acting on the instructions of the Majority of Senior
              Creditors); and

(h)           (Variation of Partnership Deed): without the prior
              written consent of the Trustee (acting on the
              instructions of the Majority of Senior Creditors)
              (such consent not to be unreasonably withheld):

              (i)  vary or allow to be varied; or

              (ii) cancel, revoke, surrender or repudiate; or

              (iii) terminate, permit the termination of or do anything
                    or refrain from doing anything which would entitle
                    any other person to terminate (other than discharge
                    by performance in accordance with its terms), unless
                    it is replaced immediately in substantially the same
                    terms,

                              the Partnership Deed for so long as the
                              Partnership is an Obligor; and

(i)           (partnerships and joint ventures): enter into any partnerships
              or joint venture agreements or agreements of similar effect
              without the prior written consent of the Trustee unless
              entered into in the course of the Core Business; and

(j)           (Subsidiaries): create or acquire any Subsidiary (other than
              an Unrestricted Subsidiary) without the prior written consent
              of the Trustee (acting on the instructions of the Majority of
              Senior Creditors) unless:

              (i)  the Subsidiary executes and delivers a New Obligor Accession
                   Deed (only if it is required to be a Guarantor under clause
                   6.1(cc) of this deed) agreeing to be bound as an Obligor
                   under this deed; and
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              (ii)  the Trustee is provided with any other documents,
                    instruments and assurances as the Trustee reasonably
                    requires in order to ensure that the Subsidiary is bound
                    as an Obligor (only if it is required to be a Guarantor
                    under clause 6.1(cc) of this deed) under this deed and; and

             (iii)  the Subsidiary carries on only activities in connection with
                    the Core Business; and

(k)          (arm's-length terms): enter into any transaction with any
             person otherwise than on arm's-length terms and for full
             market value; and

(l)          (Partnership): in the case of the General Partner and the
             Limited Partners (for so long as the Partnership is an
             Obligor), resign from, terminate or dissolve the Partnership
             or attempt to do so without the prior written consent of the
             Trustee; and

(m)          (subordinated debt): incur any Subordinated Indebtedness other
             than:

             (i)  the TXU Subordinated Loan;

            (ii)  the Subordinated Convertible Loan; or

            (iii) Qualifying Subordinated Debt; and

(n)         (Maintaining the Networks Business):

            (i)   undertake any sale, transfer, or other disposal of any assets,
                  or any purchase or other acquisition of any asset, the result
                  of which would be that the value of the Total Network Assets
                  as calculated using the most recent audited consolidated
                  Financial Statements of the TXUA Parent and its Restricted
                  Subsidiaries (or asset schedule provided with those
                  statements) would be less than 55% of the value of Total Group
                  Assets, as calculated using the most recent audited
                  consolidated Financial Statements (or asset schedule provided
                  with those statements); and

           (ii)  in the event that any sale, transfer, or other disposal of any
                  assets, or any purchase or other acquisition of any asset, may
                  have the result specified in paragraph (n)(i) above, then the
                  Obligors will, within 180 days following such event, either
                  dispose of or acquire such other assets so as to effect
                  compliance with the requirements of this clause (n); and

(o)         (change of constitution): without the prior written consent of
            the Trustee, materially change its constitution (other than
            any change which is required as part of the IPO), which change
            has or is likely to have a Material Adverse Effect.

 Financial Undertakings

32.7     The Borrower undertakes to ensure that:

         (a)      (Gearing ratio): the percentage of Consolidated Senior Debt
                  (but excluding the Hedge Exposures of the Hedge Counterparties
                  and any other financial institution which is a party to a
                  Hedge Agreement (applying the definition of Hedge Exposure as
                  if that financial institution was a Hedge Counterparty) but
                  including any capital accretions to or in relation to CPI
                  swaps at the relevant time calculated on an accruals basis) to
                  Total Capitalisation is not greater than 65% at all times.

         (b)      (ICR): the Consolidated Interest Cover Ratio as at
                  30 June 2004 and each subsequent Calculation Date will be not
                  less than 1.75.
<PAGE>
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         (c)      (Net Worth): the Consolidated Net Worth will not be less than
                  $1,300,000,000 at all times.

Changes in Australian Accounting Standards

32.8     Each Obligor undertakes to ensure that:

         (a)      if Australian Accounting Standards change from time to time
                  after the Debt Refinance Date so that the financial
                  calculations required to be made under this deed with respect
                  to the various undertakings contained in clause 6.7
                  ("Financial Undertakings") are materially affected to the
                  Borrower's detriment, the Borrower then shall furnish the
                  Trustee with a certificate of an Authorised Officer of the
                  Borrower specifying the effective date of such change in
                  Australian Accounting Standards and describing in reasonable
                  detail how such change affects the financial calculations,
                  which shall be confirmed in writing by the Group's auditors;
                  and

        (b)       thereafter, the Borrower shall agree in good faith with its
                  auditors and the Trustee (acting on the instructions of the
                  Majority of Senior Creditors) the mechanism to amend the
                  relevant financial covenants levels in clause 6.7 ("Financial
                  Undertakings") and where necessary any relevant definitions so
                  that the amended financial covenants are in effect comparable
                  to the financial covenant levels as at the date of the
                  Amending Deed. Any such revised covenant levels shall be
                  furnished by the Borrower to the Trustee in writing and shall
                  take effect as at the date the Australian Accounting Standards
                  so changed.

32.9     Each Obligor, the Trustee and the Senior Creditors hereby agree:

         (a)      to execute any amendment, waiver or other document reasonably
                  requested by the Borrower and the Trustee (acting upon the
                  instructions of the Majority of Senior Creditors) evidencing
                  the amended financial covenant levels described in clause
                  6.8(b);

         (b)      that if a change in Australian Accounting Standards results in
                  the Borrower breaching any of the financial covenants in
                  clause 6.7 ("Financial Undertakings") which would otherwise
                  cause a Potential Event of Default or Event of Default to
                  occur, (at a time when no other Potential Event of Default or
                  an Event of Default exists), then notwithstanding anything to
                  the contrary in this deed, no Potential Event of Default or an
                  Event of Default will be caused by such a change in Australian
                  Accounting Standards for a period of 180 days following the
                  change in Australian Accounting Standard which would have
                  otherwise caused the occurrence of a Potential Event of
                  Default or an Event of Default.

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33       Events of Default

Events of default

33.1     Each of the following is an Event of Default (whether or not it is
         within the Obligor's power to prevent it):

         (a)      (payment): an Obligor does not pay, in the manner
                  provided in a Senior Finance Document, any money
                  payable (excluding Interest) when due or, in the case
                  of Interest, any Interest due under a Senior Finance
                  Document within two Business Days of notice of the
                  non-payment being given by the Trustee to the Obligor
                  (or, where non-payment on its due date has arisen
                  solely by reason of a technical, computer or similar
                  error outside the control of the Obligor, within two
                  Business Days of notice of such non-payment being
                  given by the Trustee to the Obligor); or
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         (b)      (breach of financial undertakings): the Borrower
                  fails at any time to comply with the undertakings in
                  clauses 6.7(a) ("Financial undertakings - Gearing
                  ratio") or 6.7(c) ("Financial Undertakings - Net
                  Worth") or, in respect of undertaking in clause
                  6.7(b) ("Financial undertakings - ICR"):

                  (i)      the Borrower fails to deliver to the Trustee a
                           certificate of compliance on the due date as required
                           by clause 6.1(h) ("General undertakings - compliance
                           certificate"); or

                 (ii)      it is apparent from a certificate of compliance or
                           from the Financial Statements delivered to the
                           Trustee in accordance with clause 6.1 ("General
                           undertakings") that the Borrower is in breach of the
                           undertaking in clause 6.7(b) ("Financial undertakings
                           - ICR"); or

                 (iii)     the Borrower gives notice to the Trustee of a breach
                           of its undertaking in clause 6.7(b) ("Financial
                           undertakings - ICR"); or

                 (iv)      the Trustee gives notice in writing to the Borrower
                           that it is in breach of the undertaking in clause
                           6.7(b) ("Financial undertakings - ICR") and the
                           Borrower is in fact in breach of that undertaking; or

         (c)    (other defaults): an Obligor commits any breach of,
                 or defaults in the due performance or observance of,
                 any of its obligations or undertakings under the
                 Senior Finance Documents (other than a breach or
                 default described in paragraph (a) or (b) above) and
                 the breach or default, if capable of remedy,
                 continues unremedied for 30 days after the Obligor
                 receives a notice from the Trustee of the breach or
                 default or, where a specific period of grace is
                 allowed in the Senior Finance Documents for that
                 breach or default, the breach or default remains
                 unremedied at the end of that grace period; or

         (d)     (cross default): any Indebtedness of the TXUA Parent
                 or any Restricted Subsidiary (other than any
                 Qualifying Subordinated Debt or Non-Recourse Debt)
                 exceeding in aggregate $20,000,000 (or its equivalent
                 in another currency):

                 (i)       is not satisfied on time or at the end of any
                           applicable period of grace; or

                 (ii)      becomes prematurely payable and is not discharged
                           when due; or

                 (iii)     is not discharged at maturity or when duly called; or

         (e)     (execution against property): execution of a court
                 order or other legal right is levied and not stayed,
                 withdrawn or satisfied within 30 days of being made
                 or a judgment is enforced or an order or Security
                 Interest (other than in respect of Limited Recourse
                 Debt or Non-Recourse Debt) is enforced, or becomes
                 enforceable, against any property of the TXUA Parent
                 or any Restricted Subsidiary for an amount exceeding
                 $10,000,000; or

         (f)    (misrepresentation): any representation, warranty or
                 statement made or deemed to be made in a Senior
                 Finance Document or otherwise made or deemed to be
                 made by or on behalf of an Obligor in favour of a
                 Senior Creditor, proves to have been or is found to
                 have been untrue, incorrect or misleading in any
                 material respect when made or deemed made; or

         (g)     (Insolvency Event): an Insolvency Event occurs in
                 respect of the TXUA Parent or any Restricted
                 Subsidiary except in the case of a members voluntary
                 winding up or a voluntary deregistration or
                 dissolution of a Restricted Subsidiary which owns no
                 assets and is solvent; or
<PAGE>
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         (h)     (cessation of business): an Obligor stops payment
                 generally, ceases to carry on its business or a
                 material part of it, or threatens to do either of
                 those things, except as permitted by paragraph (i)
                 ("reduction of capital") to effect a members
                 voluntary winding up or to deregister, dissolve,
                 reconstruct or amalgamate while solvent on terms
                 approved by the Trustee; or

         (i)     (reduction of capital): an Obligor (other than the
                 Borrower or the TXUA Parent) takes action to reduce
                 its capital or passes a resolution referred to in
                 section 254N of the Corporations Act 2001 (C'th), in
                 either case without the prior written consent of the
                 Trustee provided that a reduction of capital in
                 relation to shares held by the Borrower in TXUA to
                 facilitate the payment of any portion of the Amount
                 Owing to a Senior Creditor shall be permitted; or

        (j)      (share buy-back): an Obligor (other than the Borrower
                 or the TXUA Parent) without the prior written consent
                 of the Trustee:

                 (i)       effects, or enters or attempts to enter into an
                           agreement to effect, a buy-back of any of its shares
                           other than an employee share scheme buy-back or an
                           odd lot buy-back;

                 (ii)      passes a resolution under section 257C or section
                           257D of the Corporations Act 2001 (C'th), other than
                           a resolution pursuant to an employee share scheme
                           buy-back, or convenes a meeting to consider such a
                           resolution; or

                 (iii)     applies to a court to convene any such meeting or to
                           approve any such resolution or buy-back;

                  provided that a buy-back of any shares held by the Borrower in
                  TXUA to facilitate the payment of any portion of the Amount
                  Owing to a Senior Creditor shall be permitted and for the
                  purposes of this paragraph words and expressions which are
                  used in this paragraph and which are defined in the
                  Corporations Act 2001 (C'th) have the meanings given to them
                  in the Corporations Act 2001 (C'th); or

        (k)      (invalidity):

                 (i)       any party to a Finance Document (other than a Senior
                           Creditor) or a person on that party's behalf claims
                           that a Finance Document or a material clause in a
                           Finance Document is wholly or partly void, voidable
                           or unenforceable; or

                 (ii)      a Finance Document or a material clause in a Finance
                           Document is or becomes wholly or partly void,
                           voidable or unenforceable, and, if that state of
                           affairs is remediable, and the Obligor and each other
                           party (other than the Trustee) to that Finance
                           Document fails promptly to take all steps
                           reasonably requested by the Trustee to remedy, in
                           co-operation with the Trustee and the other
                           Creditors, the relevant defect; or

        (l)     (change in circumstances): a change occurs in a circumstance
                 which is warranted under a Senior Finance Document to exist or
                 in the business, assets or financial condition of the TXUA
                 Parent and its Restricted Subsidiaries or any other event or
                 series of events, whether related or not, occurs which has, or
                 is likely to have, a Material Adverse Effect and, if capable
                 of remedy, is not remedied within 30 days after the Borrower
                 receives a notice of such event from the Trustee; or

        (m)      (investigation): a person is appointed under the Corporations
                 Act 2001 (C'th) or other companies and securities legislation
                 to investigate any part of the affairs of the TXUA Parent or
                 any Restricted Subsidiary which will, or is likely to, result
                 in a Material Adverse Effect; or
<PAGE>
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        (n)      (seizure): all or any material part of the assets of the TXUA
                 Parent or any Restricted Subsidiary are seized or otherwise
                 appropriated by, or custody thereof is assumed by any
                 Governmental Agency or the TXUA Parent or any Restricted
                 Subsidiary is otherwise prevented from exercising normal
                 control over all or a material part of its assets or loses any
                 of the rights or privileges necessary to maintain its
                 existence or to carry on its business, unless the Borrower has
                 demonstrated to the reasonable satisfaction of the Trustee
                 within 30 days of such seizure, appropriation, assumption of
                 custody or execution ("Exercise of Rights") that no Material
                 Adverse Effect will, or is likely to, result from such
                 Exercise of Rights or as a consequence thereof; or

        (o)      (environmental event): any Governmental Agency takes any
                 action, or there is any claim or requirement of substantial
                 expenditure or alteration of activity, under any Environmental
                 Law, or there is any breach or threatened breach of any
                 Authorisation, which is likely to have a Material Adverse
                 Effect or any circumstance arises which may give rise to such
                 action, claim, requirement or breach and, if capable of
                 remedy, the Obligors fail to take steps (to the satisfaction
                 of the Trustee) to remedy the matter within 30 days of
                 becoming aware of such Governmental Agency action, claim,
                 breach or threatened breach; or

        (p)      (Authorisation):

                 (i)   a Licence is:

                                   (A) revoked, cancelled, rescinded,
                                       suspended, terminated, allowed to lapse;
                                       or

                                   (B) transferred (except to another Obligor),

                                   and the revocation,
                                   cancellation, rescission,
                                   suspension, termination or
                                   lapsing is not reversed or
                                   itself revoked or a
                                   replacement is not issued or
                                   acquired within 45 days;

                 (ii)  a material Authorisation required for the Core Business
                       is revoked, cancelled, rescinded, suspended, terminated,
                       allowed to lapse (and a replacement is not immediately
                       issued) or transferred (except to another Obligor) which
                       has or is likely to have a Material Adverse Effect;

                 (iii) an administrator is appointed to all or any part of the
                       business of an Obligor under the Gas Industry Act 1994,
                       or the Electricity Industry Act 1993 or any
                       corresponding legislation in a jurisdiction other than
                       Victoria; or

                 (iv)  a material clause in a material Authorisation required
                       for the Core Business is or becomes wholly or partly
                       void, voidable or unenforceable, or is claimed to be so
                       by an Obligor or by anyone on its behalf and, if capable
                       of remedy, that state of affairs is not remedied within
                       30 days of the Obligor becoming aware of it and, in
                       respect of a material Authorisation only, where such
                        voidness or unenforceability has or is likely to
                        have a Material Adverse Effect; or
<PAGE>
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        (q)      (Partnership Deed void) for so long as the Partnership is an
                 Obligor, the Partnership Deed or any material provision of the
                 Partnership Deed is terminated or is or becomes void voidable
                 or unenforceable; or

        (r)     (any other event): any other event which an Obligor and the
                 Trustee may agree shall be an Event of Default for the
                 purposes of this clause 7.1 ("Events of default") occurs; or

        (s)     (Hedge Agreement): an event of default (other than in relation
                 to the Hedge Counterparty) occurs under a Hedge Agreement
                 which has not been remedied or waived and which results in an
                 amount in excess of $20,000,000 (or its equivalent in another
                 currency) becoming prematurely payable and which:

                 (i)   is not satisfied on time or at the end of any applicable
                       period of grace; or

                 (ii)  is not discharged when due; or

                 (iii) is not discharged at maturity or when duly called; or

         (t)     (Security Interest): any Security Interest is created or
                 allowed to exist or subsist on any shares held in the Borrower
                 or the TXUA Parent or a Restricted Subsidiary creates or
                 allows to exist or subsist a Security Interest on the whole or
                 any part of its present or future property except for a
                 Permitted Security Interest and the Security Interest is not
                 discharged and released within 30 days after the Borrower
                 receives a notice of such event from the Trustee.

Consequences of default

33.2     If an Event of Default occurs, then the Trustee may:

         (a)      if instructed by the Majority of Senior Creditors, declare at
                  any time by notice to the Borrower, the Partnership and TXU
                  Electricity Limited (or other relevant Obligors, in the case
                  of a Transactional Banking Facility) that:

                  (i)  an amount equal to the total Amount Owing to all Senior
                       Creditors is either:

                                     (A) payable on demand; or

                                     (B) immediately due for payment; and/or

                  (ii) the Senior Creditors' obligations specified in the notice
                       are terminated; or

         (b)      if instructed by one or more Senior Creditors in
                  accordance with clause 3.8 ("Matters requiring
                  instructions from relevant Senior Creditors"),
                  declare at any time by notice to the Borrower, the
                  Partnership and TXU Electricity (or other relevant
                  Obligors, in the case of a Transactional Banking
                  Facility) that:

                  (i)  an amount equal to the total Amount Owing to all of
                       the Senior Creditors who are a party to or have the
                       benefit of the Senior Finance Document in respect of
                       which the default has occurred is either:

                                     (A) payable on demand; or

                                     (B) immediately due for payment; and/or

                  (ii) the relevant Senior Creditors' obligations specified in
                       the notice are terminated.
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33.3     The Trustee may make either or both of the declarations referred to in
         clause 7.2(a) and 7.2(b) ("Consequences of default"). The making of
         either of them gives immediate effect to its provisions. The Borrower,
         the Partnership, TXU Electricity or other relevant Obligors (in the
         case of a Transactional Banking Facility) must pay any amount demanded
         in accordance with a demand.

33.4

         (a)      If the Trustee makes any declaration under clause 7.2
                  ("Consequences of default"):

                  (i)  the declaration does not affect or diminish the duties
                       and obligations of an Obligor under the Senior Finance
                       Documents; and

                  (ii)  each Obligor must continue to perform its obligations
                        under the Senior Finance Documents as if the declaration
                        had not been made, subject to any directions that may be
                        given by the Trustee (acting upon the instructions of
                        the Majority of Senior Creditors) from time to time in
                        accordance with the Senior Finance Documents.

         (b)      Clause 7.4(a) does not affect the obligations of the Borrower,
                  the Partnership, TXU Electricity (or other relevant Obligors,
                  in the case of a Transactional Banking Facility) under clause
                  7.3.

33.5

         (a)      After a declaration is made under clause 7.2 ("Consequences of
                  default"), the relevant Senior Finance Documents may be
                  enforced (but subject always to clause 7.2 ("Consequences of
                  default")) without further notice to or consent by an Obligor
                  or any other person even if a Senior Creditor accepts any part
                  of the Amount Owing to it after an Event of Default or there
                  has been any other Event of Default.

         (b)      A Senior Creditor is not liable to any Obligor for any Loss or
                  damage an Obligor may suffer, incur or be liable for arising
                  out of or in connection with the Senior Creditor exercising
                  any right under any Senior Finance Document except for any
                  Loss or damage resulting from the fraud, wilful misconduct or
                  gross negligence of the Senior Creditor.

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34       Review Event

34.1     This clause 8 applies if a Review Event occurs.

34.2     The Obligors must notify the Trustee promptly upon becoming aware that
         a Review Event has occurred.

34.3     Regardless of whether the Trustee has received a notice under clause
         8.2, if a Review Event has occurred, the Trustee will (if instructed by
         the Majority of Senior Creditors) notify the Borrower that it has an
         option (the "Option") to prepay without penalty (other than amounts
         payable under clause 12.2 ("Indemnity")) all Amounts Owing, together
         with accrued interest, under the Loan Note Subscription Agreement,
         within 90 days after the date of the notice from the Trustee ("Option
         Period").

34.4     The Borrower may exercise the Option by giving written notice to the
         Trustee not less than 5 Business Days before the date
         it intends to make the prepayment.

34.5     If the Borrower does not exercise the Option by the date which is 5
         Business Days before the expiry of the Option Period, the Trustee may
         (upon the instructions of the Majority of Senior Creditors) by notice
         to the Borrower cancel the Facility and declare the Amount Owing under
         the Loan Note Subscription Agreement, to be due and payable within 14
         days of such notice.
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34.6     Nothing in this clause 8 ("Review Event") shall be construed as
         limiting the rights of any Senior Creditor under clause 7.2
         ("Consequences of default").

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35       Distribution of Recovered Money

35.1     If at any time the Trustee receives money under a Senior Finance
         Document which is available for distribution (this includes money which
         is received by the Trustee before a notice is given under clause 7.2(a)
         ("Consequences of default") or clause 8.5 ("Review Event") but which,
         for any reason whatsoever, has not been distributed by the time a
         notice is given under clause 7.2(a) ("Consequences of default")) or
         clause 8.5 ("Review Event") on or after the Fixed Date whether or not
         it represents the proceeds of recovery action taken under any Senior
         Finance Document, then the money must be distributed by the Trustee in
         accordance with clause 9.4.

35.2     Unless the Majority of Senior Creditors decide otherwise, money
         referred to in clause 9.1 does not form part of the Recovered Money on
         a Recovered Money Distribution Date if in accordance with any Senior
         Finance Document the money has been placed to the credit of a suspense
         account in order to preserve rights to prove in the bankruptcy or
         liquidation of any person.

35.3     Any suspense account to which money is placed under clause 9.2 is to be
         an interest bearing account selected reasonably by the Trustee.
         Interest earned on the account is to be treated as Recovered Money.

35.4     Recovered Money is to be distributed by the Trustee as soon as
         practicable after the Trustee receives it as follows:

                 (a) first, towards satisfaction of all costs, charges and
                     expenses properly incurred by the Trustee in or
                     incidental to the exercise or performance or attempted
                     exercise or performance of any of the rights,
                     powers or remedies conferred under any Senior Finance
                     Document;

                 (b) secondly, towards satisfaction of any other expenses or
                     outgoings in connection with any receivership
                     under or the enforcement of any Senior Finance Document;

                (c)  thirdly, towards payment to the Trustee of any money due
                     to it in  its capacity as Trustee under any
                     Senior Finance Document;

                (d)  fourthly, towards payment to each Senior Creditor of an
                     amount (not exceeding the Amount Owing of that
                     Senior Creditor) equal to that Senior Creditor's Share at
                     that time of the Recovered Money;

                (e)  fifthly, to the extent that this deed secures the payment
                     of other amounts, towards payment to the
                     persons entitled to those amounts and, if more than one,
                     in a proportion for each person equal to
                     the proportion that the amount owed to that person bears
                     to the aggregate amount owed to all those
                     persons; and
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                (f)  sixthly, the surplus (if any) shall be paid on demand,
                     to the relevant Obligors, but will not carry
                     interest.

35.5     If at any time the Trustee receives money under a Senior Finance
         Document after a notice is given under clause 7.2(b) ("Consequences of
         default") but before a notice is given under clause 7.2(a)
         ("Consequences of default") (whether or not it represents the proceeds
         of recovery action taken under any Senior Finance Document) then the
         money must be distributed by the Trustee in accordance with clause 9.4
         except that the references in clause 9.4(e) to "Senior Creditor" shall
         be limited to the Senior Creditors who have instructed or were entitled
         to instruct the Trustee to take action under clause 7.2(b)
         ("Consequences of default") in accordance with clause 3.8 ("Matters
         requiring instructions from relevant Senior Creditors").

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36       Replacement of Trustee

Removal of Trustee

36.1

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

              (i)   by the Majority of Senior Creditors giving to the Trustee
                    at least 30 days' notice to that effect;

              (ii)  subject to clause 10.1(b), with the agreement of the
                    Borrower, which agreement must not be unreasonably
                    withheld or delayed; and

             (iii)  by the Borrower, if the Majority of Senior Creditors
                    and the Borrower agree that the Trustee has engaged
                    in fraud, gross negligence or wilful misconduct.

         (b) The Borrower's agreement under clause 10.1(a) is not required if:

             (i)   an Event of Default has occurred and is subsisting;

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

             (iii) an Insolvency Event occurs or arises in relation to
                   the Trustee.

Resignation

36.2     Subject to clause 10.5 ("Appointment of successor Trustee"), the
         Trustee may resign as Trustee by giving to the Borrower and each other
         Senior Creditor not less than 30 days' notice (or such shorter period
         as the Borrower and the Majority of Senior Creditors may agree) of its
         intention to do so.

Effect of resignation or removal

36.3

         (a) Upon the resignation or removal of the Trustee pursuant to
             clauses 10.1 ("Removal of Trustee") or 10.2 ("Resignation") ,
             the Trustee is released from any further obligations as
             Trustee under this deed, but such release does not prejudice
             any liability in respect of any default arising before the
             termination of appointment.

         (b) Subject to clause 10.3(c) , the Borrower must indemnify the
             Trustee and each Senior Creditor for the costs of the
             resignation, removal or replacement of the Trustee under this
             clause 10 ("Replacement of Trustee").
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         (c) If the Trustee is removed or retires:

             (i)  due to the Trustee's fraud, gross negligence or wilful
                  misconduct; or

            (ii)  at its own election,

                                  the reasonable costs of the
                                  resignation or removal of the Trustee
                                  will be borne by the Trustee.

Assurances

36.4     Despite clauses 10.1 ("Removal of Trustee") or 10.2 ("Resignation"),
         no resignation or removal of the Trustee takes effect unless:

         (a)      a successor Trustee has been appointed in accordance with
                  clause 10.5 ("Appointment of successor Trustee");

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

         (c)      the successor Trustee has obtained title to any guarantee,
                  guarantee and indemnity or Security Interest held by the
                  retiring Trustee.

Appointment of successor Trustee

36.5

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

                  (i)   must not be unreasonably withheld or delayed;

                  (ii)  is not required if:

                                 (A) an Event of Default has occurred and
                                     subsisting; or

                                 (B) the successor Trustee is to be a
                                     Related Entity of the retiring
                                     Trustee; and

                  (iii) is deemed to be given by the Borrower if the Borrower
                        does not reply within 10 Business Days after the request
                        for its approval is made.

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

                  (i)   notice of resignation or removal is given in accordance
                        with clauses 10.1 ("Removal of Trustee") or 10.2
                        ("Resignation"); or

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

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

         (c)      Each Senior Creditor and Obligor is bound by the terms and
                  conditions of any appointment effected under clause 10.6(b).
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         (d)      Each Senior Creditor and each Obligor must do all things
                  necessary, including executing any deeds of appointment or
                  other documents, to ensure that the appointment of any
                  successor Trustee is properly and promptly effected.

          (e)     When a successor Trustee is appointed, the successor Trustee
                  and each other party to the Senior Finance Documents has the
                  same rights and obligations among themselves as they would
                  have had if the successor Trustee had been an original party
                  to the Senior Finance Documents to which the Trustee is a
                  party (other than in relation to any accrued right against the
                  terminated Trustee for default under the Senior Finance
                  Documents) in place of the terminated Trustee.

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37       Limitation on Liability

37.1     The Trustee acknowledges that the liability of TXU Australia (LP) No. 1
         Ltd and TXU Australia (LP) No. 2 Ltd to contribute to the debts or
         obligations of the Partnership is, subject to the Partnership Act 1958
         of Victoria, limited to the amount shown in relation to it in the
         Register (as defined in the Partnership Act 1958 of Victoria) as to the
         extent to which it is liable to contribute. Nothing in this deed or the
         other Transaction Documents imposes any liability on TXU Australia (LP)
         No. 1 Ltd and TXU Australia (LP) No. 2 Ltd in excess of the limit
         referred to in this clause 11.1 provided that this limitation does not
         affect the amount of any Amount Owing, the Guaranteed Money or the
         liability of the Obligors (other than TXU Australia (LP) No. 1 Ltd and
         TXU Australia (LP) No. 2 Ltd) under the Senior Finance Documents.

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38       Costs, charges, expenses and indemnities

What the Borrower agrees to pay

38.1     The Borrower agrees to pay or reimburse the Trustee and each other
         Senior Creditor on demand for:

         (a)   the reasonable Costs of the Trustee and each other Senior
               Creditor in connection with:

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

               (ii)  their being satisfied that conditions to drawing have been
                     met; and

               (iii) giving and considering consents, approvals, agreements,
                     waivers, discharges and releases and any variation or
                     amendment of, under, to or otherwise in connection with a
                     Senior Finance Document; and

         (b)   the Costs of the Trustee and each other Senior Creditor in
               connection with the enforcing of or preserving rights (or
               considering enforcing or preserving them) under any Senior
               Finance Document, or doing anything in connection with any
               enquiry by an authority involving the Obligor 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 the Trustee
               reasonably believes are payable, in connection with any Senior
               Finance Document or a payment or receipt or any other
               transaction contemplated by any Senior 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
               the Trustee in sufficient cleared funds for the Trustee to be
               able to pay the Taxes or fees by the due date.
<PAGE>
68
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                              The Trustee or Senior Creditor may debit any
                              of these amounts to the Borrower's account
                              after asking the Borrower to pay and the
                              Borrower has failed to pay the amount
                              requested.

Indemnity

38.2     The Borrower indemnifies the Trustee and each other Senior Creditor
         against any liability or Loss arising from, and any Costs incurred in
         connection with:

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

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

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

(d) an Event of Default; or

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

(f) any indemnity the Trustee or any other Senior Creditor properly gives a
Controller or an administrator of an Obligor or to the Trustee in respect of an
indemnity properly given by the Trustee or the other Senior Creditor to such
Controller or administrator.

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

Items included in loss, liability and Costs

38.3     The Borrower agrees that:

         (a)      the Costs referred to in clause 12.1 ("What the Borrower
                  agrees to pay") and the liability, Loss or Costs referred to
                  in clause 12.2 ("Indemnity") include in relation to clause
                  12.1(a), reasonable legal Costs and in relation to clause
                  12.1(b) and 12.2 ("Indemnity"), 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 12.1((a)) and (b) ("What the
                  Borrower agrees to pay") include those paid, or that the
                  Trustee or relevant Senior Creditor reasonably believes are
                  payable, to persons engaged by the Trustee or a Senior
                  Creditor in connection with the Senior Finance Documents (such
                  as consultants); and

         (c)      Loss or liability and any Costs in any indemnity under the
                  Senior Finance Documents may include "break costs". These may
                  be calculated by any method the Senior Creditor reasonably
                  chooses including by reference to any Loss it incurs because
                  the Senior Creditor terminates arrangements it has made with
                  others to fund (or to maintain its funding of) financial
                  accommodation under the Senior Finance Documents.
<PAGE>
69
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Payment of third party losses

38.4     The Borrower agrees to pay the Trustee or Senior Creditor an amount
         equal to any liability or Loss and any Costs of the kind referred to in
         clause 12.2 ("Indemnity") suffered or incurred by any attorney,
         employee, officer, agent or contractor of the Trustee or the Senior
         Creditor except to the extent caused by that person's gross negligence.

Currency conversion on judgment debt

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

         (a)      any difference arising from converting the other currency if
                  the rate of exchange used by the Trustee or the Senior
                  Creditor in accordance with the Senior Finance Documents for
                  converting currency when it receives a payment in the other
                  currency is less favourable to the Trustee or the Senior
                  Creditor 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 to the Trustee on demand from
                            the Trustee.

Trustee fees

38.6     The Borrower agrees to pay the Trustee a fee for acting as trustee
         under this deed, such fee to be of an amount and to be
         paid in a manner as separately agreed in writing between the Borrower
         and the Trustee.


GST

38.7

        (a)       Despite any other provisions of the Senior Finance Documents,
                  in the event that GST has application to any supply made by a
                  Senior Creditor to the Obligors under or in connection with
                  the Senior Finance Documents, the Senior Creditor may,
                  in addition to any amount or consideration payable under the
                  Senior 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 shall be calculated without any deduction or
                  set-off of any other amount and is payable by the Borrower
                  upon demand by the Trustee whether such demand is by
                  means of an invoice or otherwise.

        (b)       In relation to any taxable supplies under or in connection
                  with the Senior Finance Documents, the relevant Senior
                  Creditor 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 12.7(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 Senior
                  Creditor and the relevant taxing authority of an amount paid
                  on account of GST on any supply made by the Senior Creditor
                  under the Senior Finance Documents, a corresponding adjustment
                  must be made as between the Senior Creditor and the Borrower
                  and any payments required to give effect to the adjustment
                  must be made. If the Senior Creditor is entitled to an
                  adjustment by way of refund, the Senior Creditor must apply
                  for the refund if requested in writing to do so by the
                  Borrower.
<PAGE>
70
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       (d)        Nothing in this clause requires the Borrower to pay an amount
                  on account of a fine, penalty, interest or other amount for
                  which a Senior Creditor is liable, to the extent that the
                  liability arises as a consequence of wilful misconduct or
                  gross negligence by the Senior Creditor, its employees or
                  agent.

-------------------------------------------------------------------------------
39       Notices

Form

39.1     Unless expressly stated otherwise in the Senior Finance Documents, all
         notices, certificates, consents, approvals, waivers and other
         communications in connection with a Senior Finance Document:

         (a)      must be in writing, signed by an Authorised Officer of the
                  sender and marked for attention as set out in schedule 4 if
                  the recipient has notified otherwise, then marked for
                  attention in the way last notified; and

         (b)      must be:

                  (i)   left at the address set out in schedule 4; or

                  (ii)  sent by prepaid post (airmail, if appropriate) to the
                        address set out in schedule 4; or

                  (iii) sent by fax to the fax number set out in schedule 4,

                                      but if the intended recipient has
                                      notified a changed postal address or
                                      fax number, then the communication
                                      ("Communications") must be to that
                                      address or number; or

         (c)      if sent by post, are taken to be received three Business Days
                  after posting (or seven Business Days after posting if sent to
                  or from a place outside Australia); and

         (d)      if sent by fax, are taken to be received at the time shown in
                  the transmission report as the time that the whole fax was
                  sent; and

         (e)      despite clauses 13.1(c) and 13.1(d), Communications take
                  effect from the time they are received unless a later time is
                  specified in them provided that if the receipt is on a day
                  which is not a Business Day or is after 5.00pm (addressee's
                  time) it is taken to be received at 9.00am on the following
                  Business Day.

Waiver of notice period

39.2     The Trustee may waive a period of notice required to be given by an
         Obligor under this deed.

-------------------------------------------------------------------------------
40       Change in Creditors

New Senior Creditor

40.1     A person may only become a Senior Creditor under this deed and be
         entitled to receive the benefits of a Senior Creditor and be bound by
         the obligations of a Senior Creditor under this deed if that person
         has:

         (a)      executed two counterparts of a New Creditor Accession Deed in
                  a form and executed in a manner approved by the Trustee
                  (acting reasonably); and
<PAGE>
71
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         (b)      delivered the two executed counterparts of the New Creditor
                  Accession Deed to the Trustee for execution by the Trustee;
                  and

         (c)      delivered to the Trustee any other document reasonably
                  requested by the Trustee to evidence that the New Creditor
                  Accession Deed is enforceable against that person,

                                 and an Event of Default or Potential Event of
                                 Default will not occur as a result of that
                                 person becoming a Senior Creditor under this
                                 deed.

New Junior Creditor

40.2     Subject to clause 14.9 ("New Junior Creditor - condition precedent"),
         a person may only become a Junior Creditor under this deed if that
         person has:

         (a)      agreed to accede to this deed and to receive the benefits of a
                  Junior Creditor and be bound by the obligations of a Junior
                  Creditor under this deed:

                  (i)   executing two counterparts of a New Creditor Accession
                        Deed in a form and executed in a manner approved by the
                        Trustee (acting reasonably); and

                  (ii)  delivering the two executed counterparts of the New
                        Creditor Accession Deed to the Trustee for execution
                        by the Trustee; and

                  (iii) delivering to the Trustee any other document reasonably
                        requested by the Trustee to evidence that the New
                        Creditor Accession Deed is enforceable against that
                        person; or

         (b)      agreed to be bound by the obligations of a Junior Creditor as
                  if it were a party to this deed as a Junior Creditor by:

                 (i)    executing (and arranging for the execution by any
                        relevant Obligor of) three counterparts of a Deed of
                        Subordination in a form and executed in a manner
                        approved by the Trustee (acting reasonably); and

                 (ii)   delivering the three executed counterparts of the Deed
                        of Subordination to the Trustee for execution by
                        the Trustee; and

                 (iii)  delivering to the Trustee any other document reasonably
                        requested by the Trustee to evidence that the Deed of
                        Subordination is enforceable against that person; or

          (c)     demonstrated to the absolute satisfaction of the Trustee and
                  in a manner approved by the Trustee that the Indebtedness owed
                  to it by any Obligor is subordinated on substantially the same
                  terms as Junior Debt is subordinated under this deed.

Change in Senior Creditors

40.3     If any Senior Creditor assigns any of its rights or transfers by
         novation any of its rights and obligations under any Finance Document
         (in accordance with the relevant provisions of the relevant Finance
         Document), it must cause the assignee or transferee to become a new
         Senior Creditor by:

         (a)      executing three counterparts of a New Creditor Accession Deed
                  in a form and executed in a manner approved by the Trustee
                  (acting reasonably); and

          (b)     delivering the three executed counterparts of the New Creditor
                  Accession Deed to the Trustee for execution by the Trustee;
                  and
<PAGE>
72
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          (c)     delivering to the Trustee any other document reasonably
                  requested by the Trustee to evidence that the New Creditor
                  Accession Deed is enforceable against that assignee or
                  transferee.

Change in Junior Creditor

40.4     If any Junior Creditor (other than an Obligor) who is a party to this
         deed assigns any of its rights or transfers by novation any of its
         rights or obligations under any Junior Finance Document (in accordance
         with the relevant provisions of the relevant Junior Finance Document),
         then, subject to clause 14.9 ("New Junior Creditor - condition
         precedent"), it must cause the assignee or transferee to become a new
         Junior Creditor by:

         (a)      executing three counterparts of a New Creditor Accession Deed
                  which is then in a form and executed in a manner approved by
                  the Trustee (acting reasonably);

         (b)      delivering the three executed counterparts of the New Creditor
                  Accession Deed to the Trustee for execution by the Trustee;
                  and

         (c)      delivering to the Trustee any other document reasonably
                  requested by the Trustee to evidence that the New Creditor
                  Accession Deed is enforceable against that assignee or
                  transferee.

Effect of Accession

40.5     On and from the Accession Date for a New Creditor:

         (a)      the New Creditor becomes bound by this deed and receives the
                  benefits under this deed as if it were a party to this deed;

         (b)      in the case of assignment or transfer to the New Creditor, the
                  assigning or transferring party continues to be bound by this
                  deed unless the Relevant Senior Debt or Relevant Junior Debt
                  (as the case may be) is reduced to zero, in which case it is
                  released from any further obligations under this deed; and

(a)      each other party continues to be bound by this deed on the basis that
         the New Creditor is a Creditor.

Authority

40.6     Each other party to this deed (other than any Creditor which is
         assigning any of its rights or transferring by novation any of its
         rights and obligations under any Finance Document to the New Creditor)
         irrevocably authorises the Trustee to execute any New Creditor
         Accession Deed signed by a New Creditor on its behalf.

40.7     Each Senior Creditor irrevocably authorises the Trustee to execute
         any Deed of Subordination signed by a new Junior Creditor and an
         Obligor on its behalf.


Restriction on Senior Creditors

40.8     Notwithstanding anything else in this deed, neither an Obligor nor any
         Related Entity of an Obligor can accede to this deed as a Senior
         Creditor.

New Junior Creditor - condition precedent

40.9     If it is proposed that a person become a Junior Creditor after the date
         of this deed, the Trustee may, as a condition precedent to that person
         becoming a Junior Creditor, acting reasonably request that it receive
         from lawyers reasonably approved by the Trustee a legal opinion in form
         and substance acceptable to the Trustee in connection with the
         enforceability of the subordination provisions of this deed against
         that person.
<PAGE>
73
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Notice of Change

40.10    The Trustee may treat each Creditor (or any assignee or substitute or
         New Creditor of which the Trustee has actual notice) as the holder of
         the benefit of that Creditor's interests and subject to the Creditor's
         obligations under the relevant Finance Documents for all purposes,
         unless and until it receives notice to the contrary.

40.11    A Creditor must promptly notify the Trustee of any assignment or
         novation of that Creditor's rights, benefits or obligations under any
         Finance Document.

-------------------------------------------------------------------------------
41       General

Set-off

41.1     At any time after an Event of Default and for so long as it subsists,
         the Trustee or a Senior Creditor may set off any amount due for payment
         by the Trustee or the Senior Creditor, respectively, to an Obligor
         against any amount due for payment by that Obligor to the Trustee or
         the Senior Creditor, respectively, under the Senior Finance Documents.

Certificates

41.2     The Trustee or a Senior Creditor may give an Obligor a certificate
         about an amount payable or other matter in connection with a
         Transaction Document. The certificate is sufficient evidence of the
         amount or other matter, unless it is proved to be incorrect.

Prompt performance

41.3     If this deed specifies when an Obligor agrees to perform an obligation,
         the Obligor agrees to perform it by the time specified. The Obligor
         agrees to perform all other obligations promptly.

Discretion in exercising rights

41.4     The Trustee or a Senior Creditor may exercise a right or remedy or give
         or refuse its consent in any way it considers appropriate (including by
         imposing conditions), unless a Transaction Document expressly states
         otherwise.

Consents

41.5     Each Obligor agrees to comply with all conditions in any consent the
         Trustee or a Senior Creditor gives in connection with a
         Transaction Document.

Partial exercising of rights

41.6     If the Trustee or a Senior Creditor  does not exercise a right or
         remedy fully or at a given time, the Trustee or Senior
         Creditor can still exercise it later.

No liability for loss

41.7     None of the Trustee or a Senior Creditor is liable for Loss caused by
         the exercise or attempted exercise of, failure to exercise, or delay in
         exercising, a right or remedy.

Conflict of interest

41.8     The Trustee's or a Senior Creditor's rights and remedies under this
         deed may be exercised even if this involves a conflict of duty or the
         Trustee or the Senior Creditor has a personal interest in their
         exercise.

Remedies cumulative
<PAGE>
74
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41.9     The rights and remedies of the Trustee or a Senior Creditor under this
         deed are in addition to other rights and remedies given by law
         independently of this deed.

Rights and obligations are unaffected

41.10    Rights given to the Trustee or a Senior Creditor under this deed and
         an Obligor's liabilities under it are not affected by any law that
         might otherwise affect them.

Indemnities

41.11    The indemnities in this deed are continuing obligations, independent of
         the Obligors' other obligations under this agreement and continue after
         this deed ends. It is not necessary for the Trustee, or a Senior
         Creditor to incur expense or make payment before enforcing a right of
         indemnity under this deed.

Variation and waiver

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

Confidentiality

41.13    The Trustee and each Senior Creditor agree not to disclose information
         provided by the Obligors that is not publicly available except:

         (a)      in connection with any person exercising rights or dealing
                  with rights or obligations under a Transaction Document
                  (including when consulting other Senior Creditors 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
                  participant of the Creditor's rights or to any ratings agency
                  for the purposes of securitisation or other person who is
                  considering contracting with the Creditor in connection with a
                  Transaction Document); or

         (b)      to a person considering entering into (or who enters into) a
                  credit swap with the Trustee or a Senior Creditor involving
                  credit events relating to the Borrower or any of their Related
                  Entities; or

         (c)      to officers, employees, legal and other advisers and auditors
                  of the Trustee or a Senior Creditor; or

         (d)      to any party to this agreement or any Related Entity of the
                  Trustee or a Senior Creditor, provided the recipient agrees to
                  act consistently with this clause 15.13; or

         (e)      with the Obligors' consent (not to be unreasonably withheld);
                  or

         (f)      as required to be in compliance with any Directive or stock
                  exchange or regulatory authority.

                     The Obligors consent to disclosures made in accordance
                     with this clause 15.13.
<PAGE>
75
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Further steps

41.14    The Obligors agree to do anything the Trustee or a Senior Creditor asks
         (such as obtaining consents, signing and producing documents and
         getting documents completed and signed) to bind the Obligors and any
         other person intended to be bound under the Senior Finance Documents.

Inconsistent law

41.15    To the extent permitted by law, this deed prevails to the extent it is
          inconsistent with any law.

Supervening legislation

41.16    Any present or future legislation which operates to vary the
         obligations of the Obligors in connection with a Finance Document with
         the result that the Trustee's or a Senior Creditor's , 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.

Time of the essence

41.17    Time is of the essence in any Senior Finance Document in respect of an
         obligation of an Obligor to pay money.

Counterparts

41.18    This deed may consist of a number of copies of this deed each signed by
         one or more parties to the deed. When taken together, the signed copies
         are treated as making up the one document.

Serving documents

41.19    Without preventing any other method of service, any document in a court
         action may be served on a party by being delivered to or left at that
         party's address for service of notices under clause 14 (Notices).

                         (i)     TXU Australia (LP) No. 1 Ltd and TXU Australia
                                 (LP) No. 2 Ltd irrevocably appoint TXU
                                 Australia Holdings (AGP) Pty Ltd to
                                 receive any document referred to in this
                                 clause 15.19.  If, for any reason,
                                 TXU Australia Holdings (AGP) Pty Ltd ceases to
                                 be able to receive those documents,
                                 TXU Australia (LP) No. 1 Ltd and TXU Australia
                                 (LP) No. 2 Ltd must immediately appoint
                                 another person within Victoria to receive any
                                 such document and notify the Trustee; and

                         (ii)    TXU irrevocably appoints the Borrower
                                 to receive any document referred to
                                 in this clause 15.19. If , for any
                                 reason, the Borrower ceases to be
                                 able to receive those documents, TXU
                                 must immediately appoint another
                                 person within Victoria to receive any
                                 such document and notify the Trustee.

Consent by Obligors

41.20    Each Obligor unconditionally and irrevocably consents to any Subsidiary
         becoming an Obligor after the date of this deed by executing and
         delivering a New Obligor Accession Deed and agrees that any Subsidiary
         becoming an Obligor will not adversely affect or prejudice:

         (a)    its obligations under any Finance Document; or

         (b)    the rights of the Creditors under any of the Finance Documents.
<PAGE>
76
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Statutory powers

41.21

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

          (b)   To the extent not prohibited by law except as required by any
                Senior Finance Document, before enforcing this deed or
                exercising any right under the Senior Finance Documents, the
                Trustee is not required to give any notice or allow the
                expiration of any time to any person.

-------------------------------------------------------------------------------
42       Governing law, jurisdiction and service of process

42.1     This deed is governed by the law in force in Victoria.

42.2     Each party irrevocably and unconditionally submits to the non-exclusive
         jurisdiction of the courts of Victoria and courts of appeal from them.
         Each party waives any right it has to object to an action being brought
         in those courts including, without limitation, by claiming that the
         action has been brought in an inconvenient forum or that those courts
         do not have jurisdiction.

42.3     Without preventing any other mode of service, any document in an action
         (including, without limitation, any writ of summons or other
         originating process or any third or other party notice) may be served
         on any party by being delivered to or left for that party at its
         address for service of notices under clause 13 ("Notices").

EXECUTED as a deed


<PAGE>
<TABLE>
<CAPTION>
77
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Schedule 1        Financiers
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                          <C>
-------------------------------------------------------------------------------------------------------------------
NAME OF FINANCIER                     ACN/ARBN/ABN                NOTICE DETAILS
-------------------------------------------------------------------------------------------------------------------
Syndicated Facilities
Financiers
-------------------------------------------------------------------------------------------------------------------
Australia and New Zealand Banking     ABN 11 005 357 522          Level 17
Group Limited                                                     530 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9273 3591
                                                                  Attention:        Ms Lisa Rickards

-------------------------------------------------------------------------------------------------------------------
BNP PARIBAS                           ABN 23 000 000 117          60 Castlereagh Street
                                                                  Sydney  NSW  2000

                                                                  Fax:              (02) 9619 6107
                                                                  Attention:        Mr Mark Shenton and Mr David
                                                                                    Monda

-------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston            ABN 17 061 700 712          Level 27
                                                                  101 Collins Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (03) 9280 1844
                                                                  Attention:        Mr Paul Ronchi
                                                                                    Assistant Vice President
-------------------------------------------------------------------------------------------------------------------
Citibank, N.A.                        ABN  34 072 814 058         Level 15
                                                                  120 Collins  Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (03) 8643 9513
                                                                  Attention:        Mr Peter Manis

-------------------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124          Level 14
                                                                  385 Bourke Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9675 7288
                                                                  Attention:        Mr Nick Sankey

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

ING Bank N.V. (Sydney Branch)         ABN 32 080 178 196          Level 9
                                                                  7 Macquarie Place
                                                                  Sydney  NSW   2000

                                                                  Fax:              (61 2) 9036 8885
                                                                  Attention:        Mr Julian Beaumont
                                                                                    Legal & Compliance Manager
-------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                   ABN 43 074 112 011          Level 32
                                                                  Grosvenor Place
                                                                  225 George Street
                                                                  Sydney  NSW   2000

                                                                  Fax:              (61 2) 9247 7698
                                                                  Attention:        Mr Ivan Chan
                                                                                    Associate
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
78
-------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>
Mizuho Corporate Bank, Ltd            ABN 83 099 031 106          Level 33
                                                                  60 Margaret Street
                                                                  Sydney  NSW   2000

                                                                  Fax:              (61 2) 8273 3999
                                                                  Attention:        Ms Marisa Pruscino
                                                                                    Manager, Corporate Finance
-------------------------------------------------------------------------------------------------------------------
National Australia Bank Limited       ABN 12 004 044 937          Level 33
                                                                  500 Bourke Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 8614 0073
                                                                  Attention:        Mr Richard Coath
                                                                                    Director, Energy & Utilities

-------------------------------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi, Ltd.    ABN 75 103 418 882          Level 18
Melbourne Branch                                                  600 Bourke Street
                                                                  Melbourne  Vic  3000

                                                                  Fax:              (61 3) 9600 0920
                                                                  Attention:        Mr Robert MacIsacc

-------------------------------------------------------------------------------------------------------------------
UBS AG, Australia Branch              ABN  47 088 129 613         Level 25
                                                                  Governor Phillip Tower
                                                                  1 Farrer Place
                                                                  Sydney   NSW   2000

                                                                  Fax:              (02) 9324 3170
                                                                  Attention:        Ms Celle Raguine
                                                                                    Associate Director

-------------------------------------------------------------------------------------------------------------------
United Overseas Bank Limited          ABN 56 060 785 284          Level 9
                                                                  32 Martin Place
                                                                  Sydney  NSW  2000

                                                                  Fax:              (02) 9221 9152
                                                                  Attention:        Mr Ronald F Griffin
                                                                                    Vice President and Head of
                                                                                    Project Finance and
                                                                                    Syndications

-------------------------------------------------------------------------------------------------------------------
Westpac Banking Corporation           ABN  33 007 457 141         Level 9
                                                                  360 Collins Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9608 3055
                                                                  Attention:        Mr Michael Thompson
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
79
-------------------------------------------------------------------------------------------------------------------
Working Capital Facility
Financiers
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>
Australia and New Zealand Banking     ABN 11 005 357 522          Level 17
Group Limited                                                     530 Collins Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9273 3591
                                                                  Attention:        Ms Lisa Rickards
-------------------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124          Level 14
                                                                  385 Bourke Street
                                                                  Melbourne  Vic   3000

                                                                  Fax:              (61 3) 9675 7288
                                                                  Attention:        Mr Nick Sankey
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
80
-------------------------------------------------------------------------------------------------------------------
Schedule 2                 Hedge Counterparties
-------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>
NAME OF HEDGE COUNTERPARTY            ACN/ARBN/ABN              NOTICE DETAILS



---------------------------------------------------------------------------------------------------------------------
Australia and New Zealand Banking     ABN  11 005 357 522       Level 12
Group Limited                                                   530 Collins Street
                                                                Melbourne  Vic  3000

                                                                Fax:              (03) 9273 1983
                                                                Attention:        Manager, Derivative
                                                                                  Operations

---------------------------------------------------------------------------------------------------------------------
Citibank, N.A.                        ABN 34 072 814 058        Level 15
                                                                120 Collins Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (03) 8643 9513
                                                                Attention:        Mr Peter Manis

---------------------------------------------------------------------------------------------------------------------
Commonwealth Bank of Australia        ABN 48 123 123 124        Level 1
                                                                120 Pitt Street
                                                                Sydney  NSW  2000

                                                                Fax:              (02) 9312 0106
                                                                Attention:        Executive Manager,
                                                                                  Global Markets

----------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                   ABN  43 074 112 011       270 Park Avenue
                                                                New York  NY  10017-2070

                                                                Fax:              +1 (212) 270 7468
                                                                Attention:        Legal Department
                                                                                  Capital Markets Group

                                                                With a copy to:   Level 26, Grosvenor
                                                                                  Place
                                                                                  225 George Street
                                                                                  Sydney   NSW   2000

                                                                Fax:              (02) 9220 3107
                                                                Attention:        Legal Department,
                                                                                  Capital Markets Group

-----------------------------------------------------------------------------------------------------------------------
National Australia Bank Limited       ABN 12 004 044 937        Level 11
                                                                120 Spencer Street
                                                                Melbourne  Vic   3000

                                                                Fax:              (613) 8641 0810
                                                                Attention:        Manager, Documentation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
81
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<S>                                   <C>                        <C>
NAME OF HEDGE COUNTERPARTY            ACN/ARBN/ABN              NOTICE DETAILS
------------------------------------------------------------------------------------------------------------------------
Societe Generale Australia Branch     ABN  71 092 516 286       Level 21
                                                                400 George Street
                                                                Sydney  NSW   2000

                                                                Fax:              (61 2) 9233 1779
                                                                Attention:        Legal Department

------------------------------------------------------------------------------------------------------------------------
The Toronto-Dominion Bank             ABN 74 082 818 175        Level 24
                                                                9 Castlereagh Street
                                                                Sydney  NSW  2000

                                                                Fax:              (61 2) 9619 8800
                                                                Attention:        Managing Director,
                                                                                  Credit

------------------------------------------------------------------------------------------------------------------------
UBS AG, Australia Branch              ABN 47 088 129 613        5 Temasek Boulevard
                                                                18-00 Suntec Tower Five
                                                                Singapore  038985

                                                                Fax:              +65 6431 8606
                                                                Attention:        Legal & Compliance
                                                                                  Department

------------------------------------------------------------------------------------------------------------------------
Westpac Banking Corporation           ABN 33 007 457 141        Level 9
                                                                360 Collins Street
                                                                Melbourne  Vic  3000

                                                                Fax:              (03) 9608 3055
                                                                Attention:        Mr Michael Thompson
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
82
-------------------------------------------------------------------------------

Schedule 3        New Creditor Accession Deed
-------------------------------------------------------------------------------


DEED dated

BETWEEN:

[              ] (the ("New Creditor"); and

[[* if assignment or novation][          ] (the ("Retiring Creditor"); and]

[                 ] (the ("Trustee") for itself and on behalf of the other
parties to the Deed of Common Terms.

DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this deed:

         (a)        " Deed of Common Terms" means the deed of common terms
                    dated 24 February 1999 between the Trustee and others, as
                    amended.

1.2      Interpretation

         Clause 1.2 of the Deed of Common Terms applies to this deed.

2.       ACCESSION AND RELEASE

2.1      [[* if New Creditor by assignment or novation]With effect from and
         including [the date of this deed/other date as appropriate]:

         (a)      the New Creditor assumes the obligations and acquires the
                  rights of the Retiring Creditor [or specify portion of rights
                  acquired] under the Deed of Common Terms, and each
                  [Senior/Junior] Finance Document, as a [Senior/Junior]
                  Creditor;

         (b)       each other party to the Deed of Common Terms and each
                  [Senior/Junior] Finance Document acquires corresponding rights
                  against and assumes corresponding obligations towards the New
                  Creditor; and

         (c)      the Retiring Creditor is released from its obligations [or
                  specify portion of obligations] under the Deed of Common Terms
                  but without prejudice to any existing liability).]

2.2      [[* If New Creditor not by assignment or novation] With effect from
         and including [the date of this deed/other date as  appropriate]:

         (a)      the New Creditor assumes the obligations and acquires the
                  rights of a [Senior/Junior] Creditor under the Deed of Common
                  Terms; and

         (b)      each other party to the Deed of Common Terms and each
                  [Senior/Junior] Finance Document acquires corresponding rights
                  against and assumes corresponding obligations towards the New
                  Creditor.]

2.3      This deed and [nominate any other document] is a [Senior/Junior]
         Finance Document and the New Creditor is a [Senior Creditor/Junior
         Creditor] for the purposes of the Deed of Common Terms.
<PAGE>
83
-------------------------------------------------------------------------------
2.4      The New Creditor consents to the amendments contemplated by the
         Amending Deed and agrees to be bound by the Amending Deed.

3.       NOTICES

         For the purpose of the [Senior/Junior] Finance Documents, the address
         for correspondence of the New Creditor is the address set out below: [
         ]

4.       LAW
         This deed is governed by the laws of the Victoria.

5.       ATTORNEYS
         Each attorney executing this certificate states that he or she has no
         notice of revocation or suspension of his or her power of attorney.

EXECUTED as a deed.

[Execution provisions]



<PAGE>
<TABLE>
<CAPTION>

84
--------------------------------------------------------------------------------------------------------

Schedule 4                 Notices
--------------------------------------------------------------------------------------------------------
<S>                <C>                                         <C>
Borrower and Obligors                                          TXU

Address:          Level 33                                     Address:          Energy Plaza
                  385 Bourke Street                                              1601 Bryan Street
                  Melbourne  Vic  3000                                           Dallas, Texas 75201
                                                                                 United States of America
Fax:              (61 3) 8628 0925
                                                               Fax:              (214) 812 2488
Attention:        Assistant Treasurer                          Attention:        Treasurer

Trustee                                                        Financiers

Address:          Level 12                                     As set out in schedule 1
                  530 Collins Street
                  Melbourne  Vic   3000
                                                               Hedge Counterparties
Fax:              9273 3539
Tel:              9273 1758                                    As set out in schedule 2

Attention:        Transaction Management & Execution,
                  Credit Origination and Sales

</TABLE>


<PAGE>

85
-------------------------------------------------------------------------------
Schedule 5        - Deed of Subordination
-------------------------------------------------------------------------------
Dated:

Parties:                         [          ] ("Subordinated Creditor")

                                 [          ] ("Obligor")

                                 [          ] ("Trustee") for itself and on
                                 behalf of the Senior Creditors under the Deed
                                 of Common Terms

-------------------------------------------------------------------------------
20       Definitions and Interpretation

Definitions

20.1 In this deed, the following words have these meanings unless the contrary
     intention appears:

                                 Deed of Common Terms means the deed of common
                                 terms dated 24 February 1999 between the
                                 Trustee and others as amended.

                                 Final Redemption Date has the meaning given to
                                 it in the Loan Note Subscription Agreement.

                                 Subordinated Debt means any amount actually or
                                 contingently owing by the Obligor to the
                                 Subordinated Creditor [under or in connection
                                 with the Subordinated Debt Documents].

                                 Subordinated Debt Documents means [specify
                                 details of subordinated debt documents].

20.2     Terms defined in the Deed of Common Terms have the same meaning
         in this deed.

Interpretation

20.3     Clause 1.2 of the Deed of Common Terms applies to this deed.

-------------------------------------------------------------------------------
21       Subordination

21.1     With effect from and including the [date of this deed]:

         (a)   the Subordinated Creditor and Obligor agree with the Trustee
               that the Subordinated Debt is subordinated to the Senior Debt
               in the same manner as Junior Debt is subordinated to the
               Senior Debt in accordance with the Deed of Common Terms and as
               if references in the Deed of Common Terms to:

               (i)   Junior Creditor included a reference to the Subordinated
                     Creditor;

               (ii)  Junior Debt included a reference to the Subordinated Debt;
                     and

               (iii) Junior Finance Documents included a reference to the
                     Subordinated Debt Documents; and
<PAGE>
86
-------------------------------------------------------------------------------
         (b)   the Subordinated Creditor agrees to be bound by, and to assume
               the obligations of a Junior Creditor as if it were a party to
               the Deed of Common Terms; and

         (c)   the Subordinated Creditor acknowledges that the Trustee on its
               own behalf and on behalf of the Senior Creditors acquires
               corresponding rights against the Subordinated Creditor as if
               it were a party to the Deed of Common Terms.

21.2     The subordination of the Subordinated Debt is intended to operate as a
         "debt subordination" (as defined in section 563C(2) of the Corporations
         Act 2001 (C'th)) by the Subordinated Creditor.

-------------------------------------------------------------------------------
22       Laws

                         This deed is governed by the law in force in Victoria.

EXECUTED as a deed.


[Execution clauses]

<PAGE>
87
-------------------------------------------------------------------------------
Schedule 6                        New Obligor Accession Deed
--------------------------------------------------------------------------------

DEED dated

BETWEEN:

         [*] [(ACN [*])] (the "New Obligor"); and

         [*] (the "Trustee") for itself and on behalf of the other parties to
              the Deed of Common Terms.

OPERATIVE PROVISIONS:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this deed "Deed of Common Terms" means the deed of common terms
         dated [*] between [ ], the Trustee and others.

         Definitions in the Deed of Common Terms apply in this deed.

1.2      Interpretation

         Clause 1.2 of the Deed of Common Terms applies to this deed.

2.       ACCESSION

         With effect from and including the [date of this deed]:

         (a)    the New Obligor assumes the obligations and acquire the rights
                of Obligor under the Deed of Common Terms

                (b)    each other party to the Deed of Common Terms acquires
                       corresponding rights against and assumes corresponding
                       obligations towards the New Obligor as an Obligor: and

         (c)    the New Obligor represents and warrants to and for the benefit
                of each Senior Creditor each of the representations and
                warranties in clause 5.1 of the Deed of Common Terms.

3.         NOTICES

       For the purpose of the Finance Documents, the address for correspondence
       of the New Obligor is the address set out below: [ ]

4.     LAW

       This deed is governed by the laws of Victoria.

5.     ATTORNEYS

       Each attorney executing this deed states that he or she has no notice of
       revocation or suspension of his or her power of attorney.

[Execution provisions]

<PAGE>
88
-------------------------------------------------------------------------------
Schedule 7                        Obligor - Deed of Release
--------------------------------------------------------------------------------

DEED dated

BETWEEN:

       [*] [(ACN [*])] (the "Obligor"); and

       [*] (the "Trustee") for itself and on behalf of the other parties to the
            Deed of Common Terms.

OPERATIVE PROVISIONS:

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this deed "Deed of Common Terms" means the deed of common terms dated
       [*] between [ ], the Trustee and others.

       Definitions in the Deed of Common Terms apply in this deed.

1.2    Interpretation

       Clause 1.2 of the Deed of Common Terms applies to this deed.

2.     RELEASE

       With effect from and including the [date of this deed]:

       (a)      the Obligor, who has been designated as an Unrestricted
                Subsidiary is released from its obligations as an Obligor under
                the Deed of Common Terms and ceases to be a party to the Deed of
                Common Terms; and

       (b)      the Obligor acknowledges that this discharge does not prejudice
                any accrued right of or obligation of the Obligor, prior to the
                date of this deed.

3.     LAW

       This deed is governed by the laws of Victoria.

4.     ATTORNEYS

       Each attorney executing this deed states that he or she has no notice of
       revocation or suspension of his or her power of attorney.

[Execution provisions]


<PAGE>
89
--------------------------------------------------------------------------------
Schedule 8                        Deed of Release (Guarantor)
--------------------------------------------------------------------------------

DEED dated

BETWEEN:

        [*] [(ACN [*])] (the "Guarantor"); and

        [*] (the "Trustee") for itself and on behalf of the other parties to the
        Deed of Common Terms.

OPERATIVE PROVISIONS:

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this deed "Deed of Common Terms" means the deed of common terms dated
       [*] between [ ], the Trustee and others.

       Definitions in the Deed of Common Terms apply in this deed.

1.2    Interpretation

       Clause 1.2 of the Deed of Common Terms applies to this deed.

2.     RELEASE

       With effect from and including the [date of this deed]:

       (a)      the Guarantor, is released from its obligations (other than
                liability under clause 11 of the IPO Guarantee) as a Guarantor
                under the IPO Guarantee and ceases to be a party to the IPO
                Guarantee and to the Deed of Common Terms as a "Guarantor"; and

       (b)      the Guarantor acknowledges that this discharge does not
                prejudice any accrued right of or obligation of the Guarantor,
                prior to the date of this deed.

3.     LAW

       This deed is governed by the laws of Victoria.

4.     ATTORNEYS

       Each attorney executing this deed states that he or she has no notice of
       revocation or suspension of his or her power of attorney.

[Execution provisions]



<PAGE>
90
--------------------------------------------------------------------------------
Execution page
--------------------------------------------------------------------------------
<PAGE>
1
-------------------------------------------------------------------------------
Contents                          Deed of Common Terms
-------------------------------------------------------------------------------
1        Interpretation                                                      1
-------------------------------------------------------------------------------

2        Declaration of trust                                               27
-------------------------------------------------------------------------------

3        Duties, Powers and Rights of Trustee                               27

Authority of Trustee                                                        27
Extent of authority and obligations                                         27
Senior Creditors bound                                                      27
Excluded roles and duties                                                   27
After consultation and instructions                                         28
Matters requiring instructions from all Senior Creditors                    28
Matters requiring instructions from a Majority of Senior Creditors          29
Matters requiring instructions from relevant Senior Creditors               29
Overriding instructions                                                     30
Without consultation or instructions                                        30
Trustee's actions                                                           30
Senior Creditor's instructions                                              30
Trustee's obligations                                                       31
Trustee's awareness of certain events                                       32
Trustee may assume compliance                                               32
Limit on disclosure obligations                                             32
No further obligations                                                      32
Individual responsibility of Senior Creditors                               32
Exoneration of Trustee                                                      33
Trustee in capacity of a Senior Creditor                                    34
Trustee dealing in different capacities                                     34
Notice of transfer                                                          34
Senior Creditor to pay over amounts received directly                       34
Pro-rata refunds                                                            35
Proceeds of litigation                                                      35
Amendment to Deed                                                           35
Senior Creditors to indemnify against non-payment                           36
The Borrower's back-to-back indemnity                                       36
Funds before acting                                                         36
If a Senior Creditor does not fund                                          36
Borrower's costs obligation not affected                                    37
Compliance may be assumed                                                   37
Trustee is not responsible for Senior Creditor's breach                     37
Delegation by Trustee                                                       37
Trustee may rely on communications and opinions                             38
Force majeure                                                               38
No responsibility for force majeure                                         38
Authority to Execute                                                        38
Restriction on Senior Creditors exercising rights                           38
-------------------------------------------------------------------------------
4        Subordination                                                      38

Subordination                                                               38
Rights and obligations following an Event                                   39
Junior Creditor Undertakings                                                39
Permitted Junior Creditor Payments                                          40
Obligors                                                                    40
Revocation of Approvals                                                     41
Preservation of Senior Creditor's Rights                                    41
<PAGE>
2
-------------------------------------------------------------------------------
Power of Attorney                                                           43
Corporations Act 2001 (C'th)                                                43
TXU                                                                         43

-------------------------------------------------------------------------------
5        Representations and warranties                                     44

Representations and warranties                                              44
Continuation of representations and warranties                              47

-------------------------------------------------------------------------------
6        Undertakings                                                       47

General undertakings                                                        47
Hedge Undertakings                                                          52
Accession of Hedge Counterparties                                           52
Notification of Hedge Exposures                                             53
Restricted and Unrestricted Subsidiaries Undertakings                       53
Negative Undertakings                                                       55
Financial Undertakings                                                      57
Changes in Australian Accounting Standards                                  58

--------------------------------------------------------------------------------
7        Events of Default                                                  58

Events of default                                                           58
Consequences of default                                                     62

--------------------------------------------------------------------------------
8        Review Event                                                       63
-------------------------------------------------------------------------------

9        Distribution of Recovered Money                                    64
-------------------------------------------------------------------------------

10       Replacement of Trustee                                             65

Removal of Trustee                                                          65
Resignation                                                                 65
Effect of resignation or removal                                            65
Assurances                                                                  66
Appointment of successor Trustee                                            66

-------------------------------------------------------------------------------
11       Limitation on Liability                                            67
-------------------------------------------------------------------------------

12       Costs, charges, expenses and indemnities                           67

What the Borrower agrees to pay                                             67
Indemnity                                                                   68
Items included in loss, liability and Costs                                 68
Payment of third party losses                                               69
Currency conversion on judgment debt                                        69
Trustee fees                                                                69

-------------------------------------------------------------------------------
13       Notices                                                            70

Form                                                                        70
Waiver of notice period                                                     70

-------------------------------------------------------------------------------
14       Change in Creditors                                                70

New Senior Creditor                                                         70
New Junior Creditor                                                         71
Change in Senior Creditors                                                  71
Change in Junior Creditor                                                   72
Effect of Accession                                                         72
Authority                                                                   72
Restriction on Senior Creditors                                             72

<PAGE>
3
-------------------------------------------------------------------------------
New Junior Creditor - condition precedent                                   72
Notice of Change                                                            73

-------------------------------------------------------------------------------
15       General                                                            73

Set-off                                                                     73
Certificates                                                                73
Prompt performance                                                          73
Discretion in exercising rights                                             73
Consents                                                                    73
Partial exercising of rights                                                73
No liability for loss                                                       73
Conflict of interest                                                        73
Remedies cumulative                                                         73
Rights and obligations are unaffected                                       74
Indemnities                                                                 74
Variation and waiver                                                        74
Confidentiality                                                             74
Further steps                                                               75
Inconsistent law                                                            75
Supervening legislation                                                     75
Time of the essence                                                         75
Counterparts                                                                75
Serving documents                                                           75
Consent by Obligors                                                         75
Statutory powers                                                            76

-------------------------------------------------------------------------------
16       Governing law, jurisdiction and service of process                 76

Definitions                                                                 85
Interpretation                                                              85


<PAGE>
i
-------------------------------------------------------------------------------
                                Dated 24 February 1999

                                 Deed of Common Terms (IPO)
                            TXU Australia Holdings Pty Ltd
                         (as the "Borrower" and as an "Obligor")
                           TXU Australia Holdings (AGP) Pty Ltd
                             TXU Australia (LP) No 1 Limited
                              TXU Australia (LP) No 2 Limited
                             ("Partnership" and as an ("Obligor")
                                    Each of the Guarantors
                           (as a "Guarantor" and as an "Obligor")
                                         TXU Corp.
                                          ("TXU")
                            TXU Australia Holdings (AGP) Pty Ltd
                              TXU Australia (LP) No. 1 Limited
                              TXU Australia (LP) No. 2 Limited
                                   ("Junior Creditors")
                         Each of the financial institutions specified in
                                       schedule 1
                                  ("Financiers") Each of the
                            financial institutions specified in
                                        schedule 2
                                 ("Hedge Counterparties")
                          Australia and New Zealand Banking Group Limited
                                 ("Syndicated Facilities Agent")
                                 ANZ Fiduciary Services Pty Ltd
                                        ("Trustee")


                                   Mallesons Stephen Jaques
                                          Rialto
                                     525 Collins Street
                                      Melbourne Vic 3000
                                 Telephone (61 3) 9643 4000
                                     Fax (61 3) 9643 5999
                                       DX 101 Melbourne
                                          Ref: MLB:JLC
                                           7114475_8