<PAGE>
                                                                    Exhibit 10.1

                                                            BLAKE DAWSON WALDRON
                                                                    LAWYERS
                                                            --------------------


                         Memorandum of Common Provisions

                              ARG Financing Pty Ltd
                                 ACN 094 806 078

                 Australia and New Zealand Banking Group Limited
                                 ACN 005 357 522

                             ANZ Capel Court Limited
                                 ACN 004 768 807

                   The Sponsors listed in Part A of Schedule 1

             The Subordinated Lenders listed in Part B of Schedule 1

                  The Mortgagors listed in Part C of Schedule 1

                              AWR Lease Co Pty Ltd
                                 ACN 094 792 159

                   The Lenders listed in Part D of Schedule 1

             The Hedge Counterparties listed in Part E of Schedule 1




                                    Level 39
                          101 Collins Street
                         MELBOURNE  VIC  3000      13 December 2000
                        Telephone:  9679 3000      Ref: NKB:MJB:1274-5944
                              Fax:  9679 3111

                          (C) Blake Dawson Waldron 2000

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   The Senior Working Capital Facility Provider listed in Part F of Schedule 1

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                                    CONTENTS
<TABLE>
<S>                                                                                               <C>
1.       INTERPRETATION                                                                            1

         1.1      Definitions                                                                      1
         1.2      Rules for interpreting this document                                            28
         1.3      Business Days                                                                   29
         1.4      This document to prevail except for Interest Rate Hedging
                  Agreements                                                                      29
         1.5      Accounting Terms                                                                30

2.       REPRESENTATIONS AND WARRANTIES                                                           30

         2.1      General representations and warranties                                          30
         2.2      Forecasts and Projections                                                       35
         2.3      Repetition of Representations and Warranties                                    36
         2.4      Reliance on representations and warranties                                      36

3.       UNDERTAKINGS                                                                             36

         3.1      Undertakings relating to reporting of information                               36
         3.2      Undertakings relating to Corporate Existence and the Business                   38
         3.3      Negative Undertakings                                                           40
         3.4      Financial Undertakings                                                          42
         3.5      Additional Undertakings                                                         44
         3.6      Undertakings relating to insurance                                              45
         3.7      Undertakings relating to Lock-Up and Mandatory Prepayment                       45
         3.8      Undertakings relating to Proceeds Account                                       46
         3.9      Undertakings relating to Capital Expenditure Reserve Account                    48
         3.10     Distributions                                                                   50
         3.11     Authorised Investments                                                          51
         3.12     Accession of Westrail Companies and New Group Entities                          52

4.       PAYMENTS                                                                                 53

         4.1      Manner of Payment                                                               53
         4.2      Grossing Up                                                                     53
         4.3      Repayment after Consultation                                                    54
         4.4      Currency of Payments                                                            54
         4.5      Tax Credit                                                                      54
         4.6      Distribution by Agent                                                           55
         4.7      Distribution of Actual Receipts                                                 55
         4.8      Effect of Payment to Agent                                                      55
         4.9      Application of Money                                                            56

5.       CONTRACTUAL SUBORDINATION                                                                57

         5.1      Subordination of Subordinated Payment Obligations to Senior
                  Debt                                                                            57
         5.2      Transaction Party may not discharge Subordinated Payment
                  Obligation                                                                      57
         5.3      Subordinated Lenders not to receive payments                                    58
</TABLE>

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<TABLE>
<S>                                                                                               <C>
         5.4      Subordinated Lenders not to compete with Financiers                             58
         5.5      No liability of Financiers                                                      59
         5.6      Subordinated Lenders not to enforce any Subordinated Payment
                  Obligations                                                                     59
         5.7      Transaction Parties and Subordinated Lenders must not amend
                  Subordinated Loan Agreements                                                    60
         5.8      Subordinated Lenders to provide information                                     60
         5.9      Memorandum on Subordinated Agreements                                           60
         5.10     Non-permitted payments to Subordinated Lenders                                  60
         5.11     Non-permitted set-offs by Subordinated Lenders                                  61
         5.12     Realisation of non-cash distributions by Financiers                             61
         5.13     Transfer of distributions by Subordinated Lenders                               61
         5.14     Subordination on Insolvency Event                                               61
         5.15     Effect of Insolvency Event in relation to the Subordinated
                  Lenders                                                                         62
         5.16     Preservation of Subordinated Lenders' obligations                               63
         5.17     Continuity                                                                      65
         5.18     Immediate recourse                                                              65
         5.19     Appropriations                                                                  65
         5.20     New transactions between Borrower and Financier                                 65
         5.21     Consents and waivers by the Financier                                           65
         5.22     "Financiers" includes Agent and Security Trustee                                66
         5.23     No Charge or Trust                                                              66
         5.24     Debt/Equity conversions                                                         66

6.       REDISTRIBUTION OF PAYMENTS BETWEEN FINANCIERS                                            66

         6.1      Notice of Direct Receipts                                                       66
         6.2      Redistribution of Excess Payments                                               66
         6.3      Reimbursement following Clawback                                                67
         6.4      Borrower Remains Liable                                                         67
         6.5      Failure of All Financiers to Join in Litigation                                 67
         6.6      Amounts Received under the Subscription Agreement                               67

7.       DEFAULT INTEREST                                                                         68

         7.1      Borrower must pay interest                                                      68
         7.2      Interest after judgment                                                         68
         7.3      Accrual and calculation of interest                                             68

8.       AGENT AND SECURITY TRUSTEE                                                               68

         8.1      Appointment of Agent and Security Trustee                                       68
         8.2      Nature of Relationships with Borrower                                           69
         8.3      Instructions from the Majority Financiers                                       69
         8.4      Security Trustee's General Undertakings                                         70
         8.5      Information to Financiers, Agent and Security Trustee                           70
         8.6      Occurrence of Events of Default                                                 70
         8.7      Performance of Obligations                                                      71
         8.8      Agent and Security Trustee may Rely on Certain Matters                          71
         8.9      Agent and Security Trustee may Assume Certain Matters                           72
</TABLE>

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                                                                             ii.

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<TABLE>
<S>                                                                                               <C>
         8.10     Offices of Financiers                                                           72
         8.11     Identity of Financiers                                                          72
         8.12     Agent and Security Trustee Not Responsible for Monitoring                       72
         8.13     Disclosure of Information                                                       73
         8.14     Receipts and Business Activities                                                73
         8.15     Agent and Security Trustee as Financier                                         73
         8.16     Protection of Agent and Security Trustee                                        73
         8.17     Agent and Security Trustee Indemnified by Financiers                            74
         8.18     Limited Recourse to Security Trustee                                            74
         8.19     Change of Agent or Security Trustee                                             76
         8.20     Agent's and Security Trustee's Fee                                              77
         8.21     Amendment and Waiver by Agreement of the Majority Financiers                    77
         8.22     Amendment and Waiver by Agreement of all Financiers                             77

9.       ENFORCEMENT                                                                              78

         9.1      Events of Default                                                               78
         9.2      Consequences of an Event of Default                                             81
         9.3      No Recourse                                                                     82
         9.4      Cash cover for contingent liabilities                                           82

10.      CURRENCY INDEMNITY                                                                       83


11.      INCREASED COSTS AND CHANGE OF LAW                                                        83

         11.1     Increased Costs                                                                 83
         11.2     Indirect Cost, Reduction or Payment                                             85
         11.3     Prepayment Following Increased Cost                                             85
         11.4     Effect of Notice Following Increased Costs                                      85
         11.5     Change of Law                                                                   85
         11.6     Date on which Future Change of Law will Occur                                   85
         11.7     Termination of Financier's Obligations                                          86
         11.8     Prepayment before Change of Law                                                 86

12.      GOODS AND SERVICES TAX                                                                   86


13.      ASSIGNMENTS AND SUBSTITUTIONS                                                            87

         13.1     Successors and Assigns                                                          87
         13.2     Assignment by Borrower                                                          87
         13.3     Substitution by a Financier                                                     87
         13.4     Sub-participation by a Financier                                                88
         13.5     Disclosure by a Financier                                                       88
         13.6     Procedure for Substitution                                                      88
         13.7     Consequences of Substitution                                                    89
         13.8     Borrower not responsible for costs                                              89
         13.9     Security Trustee's Fee                                                          89

14.      SET-OFF                                                                                  90
</TABLE>

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                                                                            iii.

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<TABLE>
<S>                                                                                              <C>
15.      CONFIDENTIALITY                                                                          90


16.      COSTS AND GENERAL INDEMNITY                                                              91

         16.1     Indemnity                                                                       91

17.      NOTICES                                                                                  92

         17.1     How to give a notice                                                            92
         17.2     When a notice is given                                                          92
         17.3     Address for notices                                                             93
         17.4     Electronic Communication                                                        93

18.      OBLIGATIONS OF SENIOR WORKING CAPITAL FACILITY PROVIDER AND ACCOUNT
         BANK                                                                                     94


19.      DISCHARGE OF SUBORDINATED LENDER                                                         94


20.      RELEASE OF SECURITIES                                                                    94


21.      SUBSTITUTE SUBLESSEE                                                                     95


22.      GENERAL                                                                                  95


SCHEDULES:

1.       PARTIES                                                                                  96

         PART A - SPONSORS                                                                        96
         PART B - SUBORDINATED LENDERS                                                            96
         PART C - MORTGAGORS                                                                      98
         PART D - LENDERS                                                                        100
         PART E - HEDGE COUNTER PARTIES                                                          100
         PART F - SENIOR WORKING CAPITAL FACILITY PROVIDER                                       101

2.       MATERIAL CONTRACTS


3.       INSURANCE POLICIES


4.       SUBSTITUTION DEED


5.       CAPITAL EXPENDITURE PLAN


6.       SECURITY DOCUMENTS
</TABLE>

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                                                                             iv.

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<TABLE>
<S>                                                                                              <C>
7.       ACCESSION DEED


1.       INTERPRETATION

         1.1      Definitions
         1.3      Capacity of Parties

2.       ACCESSION


3.       NOTICES


4.       GOVERNING LAW


5.       GENERAL
</TABLE>

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                                                                              v.

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________________________________________________________________________________

                         MEMORANDUM OF COMMON PROVISIONS

DATE     13 December 2000

PARTIES

         ARG Financing Pty Ltd ACN 094 806 078 (the "Borrower")

         Australia and New Zealand Banking Group Limited ACN 005 357 522 (the
         "Agent")

         ANZ Capel Court Limited ACN 004 768 807 (the "Security Trustee")

         The Sponsors listed in Part A of schedule 1 (the "Sponsors")

         The Subordinated Lenders listed in Part B of schedule 1 (the
         "Subordinated Lenders")

         The Mortgagors listed in Part C of schedule 1 (the "Mortgagors")

         AWR Lease Co Pty Ltd ACN 094 792 159 (the "Substitute Sublessee")

         The Lenders listed in Part D of schedule 1 (the "Lenders")

         The Hedge Counterparties listed in Part E of schedule 1 (the "Hedge
         Counterparties")

         The Senior Working Capital Facility Provider listed in Part F of
         schedule 1 (the "Senior Working Capital Facility Provider")

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      Definitions

         The following definitions apply in this document.

         "Access Legislation" means the Railways (Access) Act 2000 (WA), the
         Railways (Access) Amendment Bill 2000 (WA) and the Railways Access Code
         2000 (WA).

         "Accession Deed" a document substantially in the form of schedule 7 or
         such other form acceptable to the Agent, the Security Trustee and the
         Borrower.

         "Account Bank" means, in that capacity, Australia and New Zealand
         Banking Group ACN 005 357 522.

         "Accounts" means, for a period, a profit and loss statement and
         statement of cashflows for that period, and a balance sheet as at the
         end of that period, together with any notes to them and any statement
         or report (including any directors' declaration and any auditors'
         report) that is required by applicable law to be prepared in relation
         to them.

         "Act" means the Rail Freight Systems Act 2000 (WA).

         "Adjusted Acquisition Cost" means the aggregate of:

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     (a)  the Purchase Price;

     (b)  the Initial Rent;

     (c)  the Initial ASR Value; and

     (d)  costs incurred by the Purchaser in connection with the purchase of the
          business and assets of Westrail Freight which are to be capitalised in
          the balance sheet of the Group (including, without limitation, all
          stamp duty payable by the Purchaser at Financial Close in respect of
          the Sale Agreement and the Finance Documents or any of the
          transactions evidenced or contemplated by the Sale Agreement and the
          Finance Documents).

     "Agent" means the Agent or its successor appointed under clause 8.19.

     "Agent Fee" means the agent fee described in the Agent Fee Letter.

     "Agent Fee Letter" means the letter dated on or about the date of this
     document between the Agent and the Borrower.

     "Ancillary Agreements" means:

     (a)  the Corporate and Financial Systems Services Agreement;

     (b)  the Signalling, Train Control and Communications Systems Services
          Agreement;

     (c)  the Country Passenger Access Agreement;

     (d)  the Urban Train Maintenance Agreement;

     (e)  the Country Passenger Maintenance Agreement;

     (f)  the Cross Border Lease Operating Agreements; and

     (g)  the Fleet Sublicence.

     "ARG" means Australian Railroad Group Pty Ltd (formerly Genesee & Wyoming
     Australia Pty. Limited) ACN 080 579 308.

     "ARG Charge" means the Fixed and Floating Charge and Equitable Mortgage of
     Shares dated before the date of this document by the Borrower, ARG, AWR,
     WestNet Rail Pty Ltd ACN 094 721 301, each Network Lessee and the Purchaser
     in favour of the Security Trustee.

     "ARG Guarantee" means the Guarantee and Indemnity dated on or about the
     date of this document by the Mortgagors, as guarantors, in favour of the
     Security Trustee.

     "ASD Companies" means:

     (a)  GWA Holdings Pty Ltd ACN 095 319 672;

     (b)  Australia Northern Railroad Pty Ltd ACN 092 437 593;

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                                                                              2.

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     (c)  GWA Northern Pty Ltd ACN 092 437 628; and

     (d)  GWA Operations North Pty Ltd ACN 093 145 290.

     "ASD Project" means the Alice Springs to Darwin Project.

     "ASR" means Australia Southern Railroad Pty Ltd ACN 079 444 296.

     "ASR Business" means the ownership, operation, maintenance, management and
     development (as applicable) of the assets, business, entities and
     liabilities of the ASR Group as conducted as at the date of acquisition by
     Wesfarmers Railroad Holdings Pty Ltd ACN 008 705 986 of 50% of the shares
     of ARG and as thereafter conducted from time to time.

     "ASR Charge" means the Fixed and Floating Charge and Equitable Mortgage
     No.2 dated before the date of this document by ARG and each member of the
     ASR Group in favour of the Security Trustee.

     "ASR Group" means:

     (a)  ASR;

     (b)  SA Rail Pty Ltd ACN 077 946 340; and

     (c)  Viper Line Pty Limited ACN 092 437 691.

     "ASR Material Contracts" means each of the contracts and agreements
     referred to in Part A of schedule 2 of this document.

     "ASR Net Assets" means those amounts that are recorded as assets less any
     current liabilities in the consolidated balance sheet of the ASR Group as
     at Financial Close under Australian Accounting Standards.

     "ASR Premium" means the Initial ASR Value less the ASR Net Assets as at
     Financial Close.

     "ASR Project Documents" means:

     (a)  the SA Asset Sale Agreement;

     (b)  the SA Share Sale Agreement; and

     (c)  the SA Lease.

     "ASR Securities" means:

     (a)  the Fixed and Floating Charge dated 7 November 1997 granted by ASR in
          favour of ABN AMRO Australia Limited as subsequently assigned to FNB
          on 18 August 1999;

     (b)  the Fixed and Floating Charge dated 18 August 1999 granted by ASR in
          favour of FNB;

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                                                                              3.

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     (c)  the Fixed Charge dated 18 August 1999 granted by GWA in favour of FNB;

     (d)  the Fixed and Floating Charge dated 18 August 1999 granted by GWA in
          favour of FNB; and

     (e)  the Mortgage of Shares dated 18 August 1999 granted by GWA in favour
          of FNB.

     "ASR Tripartite Deed" means the Tripartite Deed to be entered into between
     the Minister for Transport and Urban Planning of South Australia, ASR and
     the Security Trustee.

     "Australian Accounting Standard" has the meaning given to the term
     "Accounting Standard" in the Corporations Law.

     "Authorisation" includes:

     (a)  any consent, authorisation, registration, filing, lodgement,
          agreement, notarisation, certificate, permission, licence, approval,
          authority or exemption from, by or with a Government Agency; or

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

     "Authorised Investment" means the investment of moneys:

     (a)  in any securities of the Commonwealth of Australia or of any State or
          Territory and which:

          (i)   have not more than 90 days to maturity; and

          (ii)  are not convertible into any other instrument or security;

     (b)  in a bill of exchange, promissory note or other negotiable instrument
          which:

          (i)   at the time of acquisition has a maturity date of not more than
                90 days; and

          (ii)  if purchased for value confers on the holder in due course a
                right of recourse against a bank within the meaning of the
                Banking Act 1959 (Cwlth) (including any bank established under
                and authorised to carry on banking business by the legislation
                of any State) as the acceptor of the relevant instrument for an
                amount equal to the face value of that instrument; and

          (iii) is not convertible into any other instrument or security;

     (c)  in managed investment funds which are restricted to invest in
          investments of the kind described in paragraphs (a) and (b); and

     (d)  in such other manner as the Agent may approve in writing.

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                                                                              4.

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     "Authorised Officer" means:

     (a)  in relation to a Transaction Party, any director or secretary, or any
          attorney, or any person nominated by a director or secretary, of that
          Transaction Party as an Authorised Officer by a notice to the Agent
          accompanied by certified copies of the signatures of all new persons
          so appointed; and

     (b)  in relation to the Agent, the Security Trustee, a Financier or any
          other Beneficiary:

          (i)   any company secretary, director, attorney, or any officer of the
                Agent, Security Trustee, Financier or that Beneficiary whose
                title or office includes the word "manager", "president" or
                "director" (or any cognate of any of those words);

          (ii)  any person acting with any such title or in any such office; or

          (iii) any person or a person holding any position nominated by it or
                on its behalf as an Authorised Officer by notice to each other
                party to the Finance Documents.

     "Available Cash" means, in respect of any Quarterly Date, any cash
     remaining in the Proceeds Accounts after all payments required to be made
     under clause 3.8(e)(i) - (xi) have been made, as at the end of the Quarter
     ending on that Quarterly Date.

     "AWR" means AWR Holdings WA Pty Ltd ACN 094 693 562.

     "Bank Bill Rate" has the same meaning as in the Deed Poll.

     "Base Case Financial Model" means the financial model at 25 October 2000
     prepared on behalf of the Borrower and audited by the model auditor prior
     to 25 October 2000 and identified as Westrail v 19-B-Audit Model.xls and
     ASR-v 9 Banks and Audit Model.xls, revised after 25 October 2000 to reflect
     only the actual interest rate to apply to the hedged portion of the
     Syndicated Senior Facilities following the entering into of the Interest
     Rate Hedging Agreements in accordance with the Interest Rate Hedging
     Policy, and the interest rate to apply to the unhedged portion of the
     Syndicated Senior Facilities being the most recently published AFMA 3 year
     Receive Swap Reference Rate as published on Telerate page 45402.

     "Beneficiaries" has the same meaning as in the Security Trust Deed.

     "Breach" has the same meaning as in the Cross Border Lease Operating
     Agreements.

     "Break Costs" has the meaning given in clause 16.

     "Budget" means the annual budget and forecast of the business and financial
     condition of the Group (including budgeted profit and loss, cashflow
     forecast and other details relating to cashflow, balance sheets, operation
     and maintenance budget and other details relating to the operation and
     maintenance of the Business) prepared by the Borrower in a form approved by
     the Agent.

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                                                                              5.

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     "Business" means the ownership, operation, maintenance, management and
     development (as applicable) of:

     (a)  the assets, business, entities and the liabilities as initially
          acquired or leased by the Group pursuant to the Sale Agreement and the
          Lease Agreements and thereafter as conducted from time to time; and

     (b)  the ASR Business, as conducted from time to time.

     "Business Day" means a day on which banks are open for general banking
     business in Melbourne, Sydney and Perth excluding a Saturday, Sunday or
     public holiday.

     "Business Plan" means the annual business plan for the Business prepared by
     the Borrower in a form approved by the Agent.

     "Capital Expenditure Plan" means the initial capital expenditure plan
     attached as annexure A to schedule 5 and, thereafter, as updated and
     reviewed in accordance with clause 2 of schedule 5.

     "Capital Expenditure Reserve Account" means the capital expenditure reserve
     account to be established and maintained by the Borrower with the Agent as
     required by clause 3.9(a) of this document.

     "Collateral Security" means any Security Interest, Guarantee or other
     document or agreement at any time created or entered into as security for
     any Secured Moneys.

     "Commission" means the Western Australian Government Railways Commission.

     "Commitment" means at any time (but without double counting):

     (a)  in the case of a Lender its commitment as set out in the Syndicated
          Senior Facilities Documents;

     (b)  in the case of a Senior Working Capital Facility Provider its
          commitment as set out in a Senior Working Capital Facility Agreement;
          and

     (c)  in the case of a Hedge Counterparty, after an Event of Default occurs
          (and while it is continuing), that Hedge Counterparty's Realised Swap
          Loss and Potential Close-out Amount (if any), otherwise, nil.

     "Completion" has the same meaning as in the Sale Agreement.

     "Controller" has the same meaning as in the Corporations Law.

     "Corporate and Financial Systems Services Agreement" means the Corporate
     and Financial Systems Services Agreement dated on or about the date of this
     document between the Purchaser and the Commission.

     "Corporations Law" means the Corporations Law of Australia.

     "Corridor Land" means the land designated as corridor land by the Land
     Order.

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                                                                              6.

<PAGE>

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     "Country Passenger Access Agreement" means the Country Passenger Access
     Agreement which by virtue of the Transfer Order will take effect at
     Completion between the Network Lessees and the Commission.

     "Country Passenger Maintenance Agreement" means the Country Passenger
     Maintenance Agreement which by virtue of the Transfer Order will take
     effect at Completion between the Commission and the Purchaser.

     "Cross Border Lease Multi-Party Agreement" means the Multi-Party Agreement
     dated on or about the date of this document between the Government Parties,
     the Purchaser, the Substitute Sublessee, the Network Lessees, ARG and the
     Security Trustee in respect of the Cross Border Lease Operating Agreements.

     "Cross Border Lease Operating Agreements" means:

     (a)  the Operating Agreement (PNC No. 2); and

     (b)  the Operating Agreement (FB No. 2).

     "Cross Border Lease Substitution Deeds" means:

     (a)  the Substitution Deed (PNC No. 2); and

     (b)  the Substitution Deed (FB No. 2).

     "Cross Border Lease Substitution Documents" means:

     (a)  the Cross Border Lease Substitution Deeds; and

     (b)  the Sub-Subleases.

     "Cross Border Lease Transaction Documents" means, collectively, those
     documents described as "Transaction Documents" in the Participation
     Agreements, where applicable, as supplemented and amended by the Cross
     Border Lease Substitution Deeds.

     "Deed Poll" means the deed poll executed or to be executed by the Borrower
     and the Agent in the form annexed to the Subscription Agreement.

     "Default Interest Period" means, for an unpaid amount, a period of 30 days
     (or any other period the Agent selects) beginning on the day on which the
     amount falls due, or on the last day of the preceding Default Interest
     Period for that amount.

     "Default Rate" means, for any day, for an amount, the rate per cent per
     annum which is equal to the sum of the Bank Bill Rate on that day and 3.5%.

     "Derivative Transaction" means a swap, option, hedge, purchase agreement or
     similar transaction relating to interest rates, a currency or a commodity.

     "Discretionary Capital Expenditure" means expenditure for equipment,
     machinery, fixed assets, real property and improvements and for
     replacements, substitutions or additions, in each case which have a useful
     life of more than 1 year, but not including Non-

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                                                                              7.

<PAGE>

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     discretionary Capital Expenditure or expenditure which in accordance with
     the normal operation of a business of the type of the Business in Australia
     is regarded as an operating expense.

     "Drawdown Date" has the same meaning as in the Subscription Agreement.

     "Due Diligence Reports" means each of the following reports and all
     supplements to those reports:

     (a)  Independent Engineers Report prepared by Sinclair Knight Merz dated 17
          November 2000;

     (b)  Legal Due Diligence Reports prepared by Edwards Thompson dated 20
          October 2000 and 3 November 2000, Finlaysons dated 25 October 2000 and
          Blake Dawson Waldron dated 25 October 2000;

     (c)  Base Case Financial Model Audit prepared by Ernst & Young dated 25
          October 2000;

     (d)  Insurance Consultant Report prepared by Aon Risk Services Australia
          Limited dated 10 November 2000;

     (e)  Market Consultant Report prepared by Sinclair Knight Merz dated 14
          November 2000;

     (f)  Environmental Report prepared by Sinclair Knight Merz dated 15
          November 2000;

     (g)  GST Report prepared by Ernst & Young dated 24 October 2000;

     (h)  Taxation Report prepared by Ernst & Young dated 8 November 2000; and

     (i)  Accounting Report prepared by Ernst & Young dated 24 October 2000.

     "EBITDA" means, for any period, the total amount of earnings (including
     interest income) before interest, tax, depreciation and amortisation for
     that period shown by the most recent financial information provided under
     clause 3.1(a).

     "Encumbrance" means any Security Interest, notice under section 218 or 255
     of the Tax Act or under section 74 of the Sales Tax Assessment Act 1992
     (Cwlth) or under any similar provision of a State, Territory or
     Commonwealth law, garnishee order, writ or execution, flawed asset or set
     off arrangement, option with respect to property, lease (other than a lease
     of the type described in paragraphs (f) and (g) of the definition of
     Permitted Indebtedness or any lease of real property evidenced or
     contemplated by the Project Documents), assignment of income or monetary
     claim and any agreement to create any of them or allow them to exist and
     excludes for the avoidance of doubt existing third party interests as
     defined in the Lease Agreements.

     "Environmental Law" means a provision of a law or a law which provision or
     law which relates to an aspect of the environment or health.

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                                                                              8.

<PAGE>

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     "Equity" means all moneys provided by the Holding Companies to the Group,
     whether by way of subordinated loan or subscriptions for capital or share
     capital and the Initial ASR Value is for all purposes under this document
     to be regarded as moneys provided by the Holding Companies to the Group.

     "Event of Loss" has the same meaning as in the Operating Agreement (FB No.
     2) or the Operating Agreement (PNC No. 2), as the case may be.

     "Event of Default" means any of the events or circumstances described in
     clause 9.1.

     "Excluded Subsidiary" means the ASD Companies and any other subsidiary of
     ARG which meets the following criteria:

     (a)  the subsidiary:

          (i)   is either wholly-owned or beneficially controlled by ARG; and

          (ii)  is not, and is not required by the terms of any Transaction
                Document to become (whether because it is a New Group Entity, or
                otherwise), a Transaction Party; and

          (iii) is or was established for the sole purpose of establishing or
                acquiring a business of a type which is similar to or compatible
                with the Business, provided it is not a business which is or
                would be in competition with the Business; and

          (iv)  is not a party to any document or arrangement with any
                Transaction Party under which that Transaction Party provides
                financial accommodation or any other form of financial support
                (including by way of Guarantees or Encumbrances) other than
                Permitted Indebtedness to or on behalf of the subsidiary; or

     (b)  the subsidiary is a subsidiary of an Excluded Subsidiary under
          paragraph (a) and subparagraphs (a)(ii), (iii) and (iv) apply also to
          that subsidiary.

     "Existing ASR Facility Agreement" means the Revolving Credit and Term Loan
     Agreement dated as of 17 August 1999 between ASR, GWA, FNB and others.

     "Exposure" means at any time (but without double counting):

     (a)  in the case of a Lender, the undrawn Commitment of that Lender plus
          the amount of that Lender's participation in the total principal
          amount outstanding under the Syndicated Senior Facilities Documents;

     (b)  in the case of the Senior Working Capital Facility Provider, the
          undrawn Commitment of the Senior Working Capital Facility Provider
          plus the total Principal Outstanding (as defined in the Senior Working
          Capital Facility Agreement) for each of the facilities referred to in
          that document, under the Senior Working Capital Facility Agreement;

________________________________________________________________________________

                                                                              9.

<PAGE>

________________________________________________________________________________

     (c)  in the case of a Hedge Counterparty, after an Event of Default occurs
          (and while it is continuing), that Hedge Counterparty's Realised Swap
          Loss and Potential Close-out Amount (if any), otherwise, nil.

     "Facilities" means:

     (a)  the Senior Facilities; and

     (b)  the facilities constituted by the Interest Rate Hedging Agreements.

     "Finance Documents" means:

     (a)  this document;

     (b)  the Syndicated Senior Facilities Documents;

     (c)  the Interest Rate Hedging Agreements;

     (d)  the Senior Working Capital Facility Agreement;

     (e)  the Multi-Party Agreements;

     (f)  the ASR Tripartite Deed;

     (g)  the Security Trust Deed;

     (h)  the Securities;

     (i)  documents under which Refinancing Debt is provided; and

     (j)  the Senior Facilities Fee Letter, the Agent Fee Letter and any other
          fee letters referred to in the documents in the other paragraphs of
          this definition.

     "Finance Lease" means a Lease that would be treated as a finance lease
     under Australian Accounting Standards.

     "Financial Close" means the first Drawdown Date.

     "Financial Indebtedness" of a person means any obligation of that person,
     whether present or future, actual or contingent, to pay or deliver any
     money or currency under or in respect of any financial accommodation or
     arrangement including under or in respect of any:

     (a)  moneys borrowed or raised by that person;

     (b)  Guarantee;

     (c)  bond, debt, note, certificate, redeemable or repurchaseable share or
          stock, bill of exchange or any similar instrument (whether or not
          transferable or negotiable);

     (d)  put option or buy back or discounting arrangement in relation to any
          property granted by that person;

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                                                                             10.

<PAGE>

________________________________________________________________________________

       (e)    Finance Lease or operating lease;

       (f)    hire purchase or deferred payment obligation (for more than 90
              days) for any property acquired or service employed by that
              person;

       (g)    liability to meet calls in respect of the unpaid amount of any
              shares or other capital contribution;

       (h)    net payment obligations under any Derivative Transaction; or

       (i)    arrangement which achieves the same or equivalent commercial
              effect as or to any of the above.

       "Financial Report" has the same meaning as in the Corporations Law.

       "Financiers" means:

       (a)    each Lender;

       (b)    each Hedge Counterparty;

       (c)    the Senior Working Capital Facility Provider; and

       (d)    any New Financier.

       "Fleet Sublicence" means the Fleet Sublicence dated on or about the date
       of this document between the Commission and the Purchaser.

       "FNB" means Bank One, National Association, formerly called First
       National Bank of Chicago.

       "Government Agency" means any government or any governmental,
       semi-governmental, administrative, fiscal or judicial body, department,
       commission, authority, tribunal, agency or entity.

       "Government Parties" means the Minister, the Commission and the Treasurer
       of Western Australia.

       "Group" means the Australian Railroad Group comprising:

       (a)    each Transaction Party; and

       (b)    any other entity which the Borrower and the Agent agree is to be
              included in the Group.

       "GST" has the same meaning as in the A New Tax System (Goods and Services
       Tax) Act 1999 (Cth).

       "GST Advance" has the same meaning as in the Subscription Agreement.

       "GST Amount" has the same meaning as in the Subscription Agreement.

________________________________________________________________________________

                                                                             11.

<PAGE>

________________________________________________________________________________

       "GST Exclusive Consideration" means the consideration for any Taxable
       Supply but does not include any amount payable under clause 12(a)(i).

       "GST Law" has the same meaning as in the A New Tax System (Goods and
       Services Tax) Act, 1999.

       "GST Rate" means the rate of GST under the GST Law.

       "Guarantee" means an obligation or offer to provide funds or otherwise be
       responsible in respect of an obligation or indebtedness, or the financial
       condition or insolvency, of another person. It includes a guarantee,
       indemnity, letter of credit or legally binding letter of comfort, or an
       obligation or offer to purchase an obligation or indebtedness of another
       person.

       "Guarantor" means each Mortgagor in its capacity as a guarantor under the
       ARG Guarantee.

       "GWA" means Genesee & Wyoming Australia Pty. Limited ACN 080 579 308.

       "Holding Companies" means:

       (a)    in the case of Genesee & Wyoming Inc, GWI Holdings Pty Ltd ACN 094
              819 806; and

       (b)    in the case of Wesfarmers Limited, Wesfarmers Railroad Holdings
              Pty Ltd ACN 008 705 986,

       or either of them, as the context requires.

       "ICR" means for any period the ratio of:

       (a)    EBITDA for that period:

              (i)   less Discretionary Capital Expenditure and Non-discretionary
                    Capital Expenditure paid (other than Discretionary Capital
                    Expenditure or Non-discretionary Capital Expenditure paid in
                    that period which was taken into account in calculating
                    Discretionary Capital Expenditure and Non-discretionary
                    Capital Expenditure "payable during that period" in relation
                    to a previous period) or payable during that period; and

              (ii)  less Tax paid (other than Tax paid in that period which was
                    taken into account in calculating Tax "payable during that
                    period" in relation to a previous period) or payable during
                    that period (but not including Tax otherwise taken into
                    account for the purpose of determining EBITDA); and

              (iii) plus drawings under the Senior Capital Expenditure Facility
                    during that period which are used to pay for Discretionary
                    Capital Expenditure and Non-discretionary Capital
                    Expenditure; and

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                                                                             12.

<PAGE>

________________________________________________________________________________

              (iv)   plus cash released from the Capital Expenditure Reserve
                     Account during that period which are used to pay for
                     Discretionary Capital Expenditure and Non-discretionary
                     Capital Expenditure,

                  to:

       (b)    interest payments (but not including interest payments otherwise
              taken into account for the purpose of determining EBITDA) made
              (other than interest payments made in that period which were taken
              into account as "accrued" in relation to a previous period) or
              accrued under the Senior Facilities for that period:

              (i)    plus fees paid (other than fees paid in that period which
                     were taken into account as "accrued" in relation to a
                     previous period, and excluding amounts paid in connection
                     with the establishment of the Senior Facilities and any
                     refinancing costs) or accrued under the Senior Facilities
                     and under all other debt ranking pari passu with the Senior
                     Facilities; and

              (ii)   plus interest payments made (other than interest payments
                     made in that period which were taken into account as
                     "accrued" in relation to a previous period) or accrued
                     under all other debt ranking pari passu with the Senior
                     Facilities for that period; and

              (iii)  plus payments made (other than payments made in that period
                     which were taken into account as "accrued" in relation to a
                     previous period)or accrued for that period under any
                     Interest Rate Hedging Agreement (but not including any
                     Realised Swap Losses arising during that period); and

              (iv)   less receipts for that period under any Interest Rate
                     Hedging Agreement (but not including any Realised Swap
                     Profits arising during that period).

       "Immediately Available Funds" means real time gross settlement funds.

       "Independent Engineer means the Independent Engineer appointed by the
       Agent being, as at the date of this document, Sinclair Knight Merz, and
       any replacement independent engineer approved by the Agent.

       "Initial ASR Value" means $95 million, being the value of the ASR
       Business as at Financial Close determined by the Sponsors on an arms'
       length basis (calculated as the sum of $82 million (being ASR equity as
       at Financial Close) and $13 million (being Financial Indebtedness of the
       ASR Group to FNB and other financial institutions under the Existing ASR
       Facility Agreement as at Financial Close)).

       "Initial Rent" means $292,470,570.70 being the aggregate of the Initial
       Rent (exclusive of GST (of 10%) payable on that Initial Rent) under each
       of the Lease Agreements.

       "Input Tax Credit " means Input Tax Credits (as defined in A New Tax
       System (Goods and Services Tax) Act 1999) which are, in a Financier's
       opinion, identifiable and fairly attributable to the relevant costs
       incurred by the Financier.

________________________________________________________________________________

                                                                             13.

<PAGE>

________________________________________________________________________________

       "Insolvency Event" means any of the following:

       (a)    execution: any distress, attachment, execution or other process of
              a Government Agency in respect of an amount exceeding $2 million
              is issued against, levied or enforced upon any of the assets of
              any Transaction Party and is not set aside or satisfied within 30
              days;

       (b)    receiver etc: a receiver, receiver and manager, trustee, other
              controller (as defined in the Corporations Law) or similar
              official is appointed over any of the assets or undertaking of any
              Transaction Party, and not removed within 30 days;

       (c)    suspends payment: any Transaction Party suspends payment of its
              debts or any class of its debts generally;

       (d)    insolvency: any Transaction Party is or becomes unable to pay its
              debts as and when they are due, or is or becomes unable to pay its
              debts or is insolvent within the meaning of the Corporations Law,
              or is presumed or required to be presumed to be insolvent under
              the Corporations Law;

       (e)    arrangements: any Transaction Party enters into or resolves to
              enter into any arrangement, composition or compromise with, or
              assignment for the benefit of, its creditors or any class of them
              except on terms approved by the Agent;

       (f)    administrator: an administrator is appointed or a resolution is
              passed or any steps are taken to appoint, or to pass a resolution
              to appoint, an administrator to any Transaction Party or an
              application is made for the appointment by the Court of an
              administrator under section 26 of the Railways (Operations and
              Access) Act 1997 of South Australia in relation to the ASR
              Business and is not set aside within 7 days;

       (g)    winding up:

              (i)    an application is made and is not set aside within 7 days
                     or an order is made for the winding-up or dissolution of
                     any Transaction Party; or

              (ii)   a resolution is passed for such winding-up or dissolution
                     of any Transaction Party,

              except on terms approved by the Agent;

       (h)    analogous process: anything analogous to, or having a
              substantially similar effect to any of the above events occurs
              under the laws of any applicable jurisdiction with respect to any
              Transaction Party,

       and for the purposes of this definition any reference to an asset or
       liability of a Transaction Party includes any asset or liability of the
       Transaction Party as trustee or nominee.

       "Insurance Policy" means each policy of insurance listed in schedule 3
       (or such replacement policies as the Agent acting on the instructions of
       the Majority Financiers may approve (such approval not to be unreasonably
       withheld)).

________________________________________________________________________________

                                                                             14.

<PAGE>

________________________________________________________________________________

       "Interest Rate Hedging Agreement" means the interest rate swaps
       confirmations and ISDA Master Agreements entered into or to be entered
       into between a Lender and the Borrower (including the novation documents
       by which the interest rate swaps confirmations dated 13, 15 and 16
       November 2000 entered into between Wesfarmers Limited ACN 008 984 049,
       ARG and the Lenders are novated to the Borrower on or about Financial
       Close) evidencing the interest rate swaps effected in connection with the
       Interest Rate Hedging Policy.

       "Interest Rate Hedging Policy" means the implementation and maintenance
       by the Borrower of interest rate hedges:


       (a)    for the period commencing on and from Financial Close to the fifth
              anniversary of Financial Close, at a minimum of 75% of the drawn
              amount of the Senior Facilities; and

       (b)    for the period commencing on and from the day following the fifth
              anniversary of Financial Close to the seventh anniversary of
              Financial Close, at a minimum of 50% of the sum of the drawn
              amount of the Senior Facilities and all other debt ranking pari
              passu with the Senior Facilities.

       "Invoice" means a tax invoice under the GST law.

       "Item of Equipment" or "Equipment" has the same meaning as in the
       Operating Agreement (FB No.2) or the Operating Agreement (PNC No.2), as
       the case may be.

       "Land Order" means the order of the Minister under section 34 of the Act
       gazetting the Corridor Land.

       "Lease" means an agreement under which an asset may be used, exploited,
       operated or managed by a person other than the owner. It includes a
       lease, licence, charter, hire purchase or hiring arrangement.

       "Lease Agreements" means:

       (a)    the "Rail Freight Corridor Land Use Agreement and Railway
              Infrastructure Lease" between the Government Parties, WestNet
              NarrowGauge Pty Ltd ACN 094 736 900, the Purchaser and ARG dated
              on or about the date of this document; and

       (b)    the "Rail Freight Corridor Land Use Agreement and Railway
              Infrastructure Lease" between the Government Parties, WestNet
              StandardGauge Pty Ltd ACN 094 819 360, the Purchaser and ARG dated
              on or about the date of this document,

       or either of them as the context requires.

       "Leased Railway Infrastructure" has the same meaning as in the Lease
       Agreements.

       "Lenders" means the Lenders, any persons designated as Lenders under the
       Syndicated Senior Facilities Documents and any New Financier in its
       capacity as Lender.

       "Lending Office" has the meaning given in the Subscription Agreement.

________________________________________________________________________________

                                                                             15.

<PAGE>

________________________________________________________________________________

       "Lock-Up ICR" means, for a Quarterly Date:

       (a)    which falls during the period from and including the date of the
              first anniversary of Financial Close, to but excluding the date of
              the second anniversary of Financial Close, ICR of less than 1.35;
              or

       (b)    which falls during the period from and including the date of the
              second anniversary of Financial Close, to but excluding the date
              of the third anniversary of Financial Close, ICR of less than
              1.40; or

       (c)    which falls during the period from and including the date of the
              third anniversary of Financial Close, to but excluding the date of
              the fifth anniversary of Financial Close, ICR of less than 1.50.

       "Majority Financiers" means, at any time, Financiers whose Exposures are
       more than 66 2/3 % of the total Exposures of all Financiers.

       "Margin" has the same meaning as in the Deed Poll.

       "Material Adverse Effect" means a material adverse effect on:

       (a)    the ability of the Borrower and the Guarantors collectively to
              perform the financial obligations of the Transaction Parties or
              other material obligations under any Transaction Document; or

       (b)    the Securities, considered as a whole, held by the Security
              Trustee.

       "Material Contracts" means:

       (a)    the ASR Material Contracts;

       (b)    the documents listed in schedule 1 of the Transfer Order;

       (c)    the Cross Border Lease Transaction Documents;

       (d)    any other present or future contract, agreement or arrangement
              under which the revenue or expenditure of any member of the Group
              in any financial year of the Business exceeds $5 million; and

       (e)    the State Agreements,

       in each case, as varied or replaced.

       "Minister" means the Hon Murray Criddle MLC exercising powers under the
       Act.

       "Moody's" means Moody's Investors Service.

       "Mortgage of Accounts" means the Mortgage of Bank Accounts dated on or
       about the date of this document by ARG, the Borrower and AWR in favour of
       the Security Trustee.

       "Mortgaged Property" means the property mortgaged or charged under the
       Securities.

________________________________________________________________________________

                                                                             16.

<PAGE>

________________________________________________________________________________

         "Multi-Party Agreements" means:

         (a)  the Network Lease Multi-Party Agreement; and

         (b)  the Cross Border Lease Multi-Party Agreement.

         "Network Lease Multi-Party Agreement" means the Multi-Party Agreement
         dated on or about the date of this document between the Government
         Parties, the Purchaser, the Network Lessees, ARG and the Security
         Trustee in respect of the Lease Agreements.

         "Network Lessee" means:

         (a)  WestNet NarrowGauge Pty Ltd ACN 094 736 900 in relation to the
              narrow gauge rail network of the Business; and

         (b)  WestNet StandardGauge Pty Ltd ACN 094 819 360 in relation to the
              standard gauge rail network of the Business,

         or either of them, as the context requires.

         "New Financier" means a financial institution that becomes a Financier
         under clause 13.

         "New Group Entity" means each subsidiary of a Transaction Party which
         after Financial Close is acquired (by purchase, subscription or other
         means) with the consent of the Agent pursuant to clause 3.3(d)on the
         basis that it is to become a New Group Entity and, as such, a party to
         the Finance Documents.

         "Non-discretionary Capital Expenditure" means expenditure for:

         (a)  replacements or substitutions required in the ordinary course of
              business with respect to equipment which is worn out or obsolete;
              and

         (b)  equipment, machinery, fixed assets, real property and improvements
              and for replacements, substitutions or additions, in each case
              which have a useful life of more than 1 year which a Transaction
              Party is required to make:

              (i)   in the due and proper performance of its obligations under
                    the terms of a Project Document to which it is a party;

              (ii)  as a result of any law or regulation binding on it or its
                    assets including in relation to the Business;

              (iii) to the extent not covered in paragraphs (i) and (ii), in
                    order to comply with its obligations relating to the Fit for
                    Purpose test under (and as defined in) the Lease Agreements,

         and any other capital expenditure which the Borrower agrees with the
         Agent is Non-discretionary Capital Expenditure.

         "Operating Agreement (PNC No. 2)" means the Operating Agreement (PNC
         No. 2) dated on or about the date of this document between the
         Government Parties, the Purchaser, the

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                                                                             17.

<PAGE>

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     Substitute Sublessee, the Purchaser in its capacity as the operator, the
     Network Lessees, AWR, ARG and others.

     "Operating Agreement (FB No. 2)" means the Operating Agreement (FB No. 2)
     dated on or about the date of this document between the Government Parties,
     the Purchaser, the Substitute Sublessee, the Purchaser in its capacity as
     the operator, the Network Lessees, AWR, ARG and others.

     "Operating Costs" means all costs and outgoings in connection with the
     conduct of the Business, including maintenance and repair costs, payments
     due under Material Contracts, rates, rent and other outgoings in relation
     to real property, Tax in respect of the Business, insurance premiums, the
     Agent Fee, the Security Trustee's Fee and administrative costs. For the
     avoidance of doubt, Operating Costs include reimbursement to the Holding
     Companies and the Sponsors for costs and outgoings of the type described in
     this definition incurred by the Holding Companies and the Sponsors on
     behalf of the Transaction Parties.

     "Participation Agreements" means:

     (a)  the Participation Agreement (PNC No. 2); and

     (b)  the Participation Agreement (FB No. 2);

     "Participation Agreement (PNC No. 2)" means the Participation Agreement
     (PNC No. 2) dated as of 1 December 1998 between Black Swan Leasing No. 2
     Limited, the Commission, Hollandische Bank - Unie N.V., PNC Bank, National
     Association, Kimberley Finance Limited, ABN AMRO Bank N.V., ABN AMRO Bank
     N.V. - Australian Branch (OBU), State Street Bank and Trust Company of
     Connecticut, National Association.

     "Participation Agreement (FB No. 2)" means the Participation Agreement (FB
     No. 2) dated as of 1 December 1998 between Black Swan Leasing No. 2
     Limited, the Commission, Hollandische Bank - Unie N.V., Fleet National
     Bank, Kimberley Finance Limited, ABN AMRO Bank N.V., ABN AMRO Bank N.V. -
     Australian Branch (OBU), State Street Bank and Trust Company of
     Connecticut, National Association.

     "Permitted Indebtedness" means:

     (a)  Financial Indebtedness incurred under and in accordance with the
          Transaction Documents, or which is otherwise permitted or contemplated
          by the Finance Documents;

     (b)  all moneys provided by the Holding Companies to the Borrower by way of
          Equity and other Financial Indebtedness incurred between members of
          the Group;

     (c)  all moneys provided by ARG to the ASD Companies to assist them in
          meeting their equity contributions to the ASD Project in a manner
          which gives rise to the incurring by them of Financial Indebtedness
          provided the aggregate of such amounts does not exceed $4.5 million;

     (d)  Subordinated Debt;

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                                                                             18.

<PAGE>

________________________________________________________________________________

     (e)  Refinancing Debt in accordance with the terms of the Finance
          Documents;

     (f)  Finance Leases and operating leases not exceeding at any time in
          aggregate $2 million in total asset value under those leases for all
          Transaction Parties;

     (g)  in addition to paragraph (f), the operating lease to be entered into
          by Viper Line Pty Ltd after the date of this document in connection
          with the ASD Project provided annual rentals payable under such lease
          do not at any time exceed $3.5 million;

     (h)  Interest Rate Hedging Agreements required to implement the Interest
          Rate Hedging Policy;

     (i)  other Financial Indebtedness incurred with the prior consent of the
          Agent provided that such consent is not required in relation to
          Financial Indebtedness incurred in the ordinary course of operating
          the Business in an amount at any time not exceeding $5 million in
          aggregate for all Transaction Parties; and

     (j)  Financial Indebtedness of a Transaction Party incurred as at the date
          of this document and disclosed by a Due Diligence Report.

     "Permitted Payments" means and is limited to, those payments permitted by
     clause 3.10(a) of this document.

     "Permitted Payment Date" means the earlier of:

     (a)  31 December 2002; and

     (b)  a date falling after 31 December 2001 on which the Capital Expenditure
          Reserve Account is first funded to at least $50 million.

     "Permitted Security Interest" means:

     (a)  a Security Interest of which full details have been given to the Agent
          before Financial Close or a Security Interest created after Financial
          Close, if:

          (i)  the Agent has consented to that Security Interest; and

          (ii) the amount secured by that Security Interest (other than costs,
               fees and uncapitalised interest) does not increase beyond the
               amount in respect of which the Agent has consented;

     (b)  a Security Interest created under a Finance Document or a Project
          Document;

     (c)  an Encumbrance created in the ordinary course of business or by
          operation of law for amounts which are not yet in arrears or are being
          contested in good faith by appropriate proceedings;

     (d)  an Encumbrance incurred or deposits made in the ordinary course of
          business in connection with workers' compensation, unemployment
          insurance and other types of social security, or to secure the
          performance of tenders, statutory obligations,

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                                                                             19.

<PAGE>

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          surety and appeal bonds, bids, leases, government contracts, and
          reclamation, performance and return-of-money bonds (in each case, not
          constituting Financial Indebtedness);

     (e)  an Encumbrance which is being contested in good faith by appropriate
          proceedings; provided that, in the case of an Encumbrance consisting
          of an attachment or judgment encumbrance, the judgment it secures
          shall, within 60 days of entry thereof, have been discharged or
          execution thereof stayed pending appeal, or discharged within 60 days
          after the expiration of any such stay;

     (f)  an Encumbrance on any asset securing Financial Indebtedness incurred
          or assumed for the purpose of financing all or any part of the cost of
          acquiring such asset, provided that such Encumbrance attaches to such
          asset concurrently with or within 90 days after the acquisition
          thereof;

     (g)  an Encumbrance existing on any asset prior to the acquisition thereof
          and not created in contemplation of such acquisition;

     (h)  an Encumbrance arising out of the refinancing, extension, removal or
          refunding of any Financial Indebtedness secured by an Encumbrance
          permitted by either of paragraphs (f) and (g), provided that such
          Financial Indebtedness is not increased and is not secured by any
          additional assets;

     (i)  a Security Interest for performance of the Borrower's obligations
          under the Interest Rate Hedging Agreements provided the Security
          Interest ranks in priority after the Security,

     provided that the aggregate book value of the assets secured by Permitted
     Security Interest contemplated by paragraphs (f), (g) and (h) of this
     definition must not exceed 10% of the Purchase Price.

     "Potential Event of Default" means any thing which it may reasonably be
     anticipated will, by virtue of the impending giving of notice, lapse of
     time or occurrence of some other event become an Event of Default.

     "Potential Close-out Amount" means, in relation to a Hedge Counterparty on
     any day, the amount (if any) which, if an Interest Rate Hedging Agreement
     was closed out, would be owed to that Hedge Counterparty on that day. The
     amount is to be calculated on a net basis in accordance with the relevant
     Interest Rate Hedging Agreement.

     "Proceeds Accounts" means the bank accounts referred to in clause 3.8(a) of
     this document or any of them, as the context requires.

     "Project" means the acquisition by:

     (a)  certain members of the Group of:

          (i)  the beneficial interest in the business and assets of Westrail
               Freight; and

          (ii) in connection with that business, a leasehold interest in certain
               leased railway infrastructure and a right to use certain rail
               corridor land; and

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                                                                             20.

<PAGE>

________________________________________________________________________________

     (b)  Wesfarmers Railroad Holdings Pty Ltd ACN 008 705 986 of 50% of the
          shares in ARG.

     "Project Account" means the Proceeds Accounts and the Capital Expenditure
     Reserve Account or any of them, as the context requires.

     "Project Documents" means:

     (a)  the Sale Agreement;

     (b)  the Lease Agreements;

     (c)  the Cross Border Lease Substitution Documents;

     (d)  the Cross Border Lease Operating Agreements;

     (e)  the Ancillary Agreements;

     (f)  the Transfer Order;

     (g)  the Land Order;

     (h)  the ASR Project Documents; and

     (i)  such other documents as agreed by the Borrower and the Agent.

     "Purchase Price" means $265,000,000.00.

     "Purchaser" means Australia Western Railroad Pty Ltd ACN 094 792 275.

     "Quarter" means each calendar quarter commencing on 1 January, 1 April, 1
     July and 1 October.

     "Quarterly Date" means 31 March, 30 June, 30 September and 31 December in
     each year.

     "Ratio Certificate" has the meaning given in clause 3.4(d).

     "Realised Swap Loss" means the amount (if any) payable by the Borrower to a
     Hedge Counterparty under an Interest Rate Hedging Agreement which has been
     closed out or terminated. The amount is to be calculated on a net basis in
     accordance with the relevant Interest Rate Hedging Agreement.

     "Realised Swap Profit" means the amount (if any) payable by a Hedge
     Counterparty to the Borrower under an Interest Rate Hedging Agreement which
     has been closed out or terminated. The amount is to be calculated on a net
     basis in accordance with the relevant Interest Rate Hedging Agreement.

     "Reference Banks" means Bank of America, National Association - Sydney
     Branch, Australia and New Zealand Banking Group Limited or such other
     financial institutions as the Agent and the Borrower agree.

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                                                                             21.

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         "Refinancing Debt" means Financial Indebtedness incurred in relation to
         the refinancing of the Senior Facilities in accordance with clause
         3.4(e).

         "Register" has the same meaning as in the Deed Poll.

         "Regulatory Event" means any material change in any WA Rail Legislation
         or SA Rail Legislation, as the case may be, which would, or is
         reasonably likely to, have a Material Adverse Effect.

         "Related Corporation" means an entity which is related within the
         meaning of section 50 of the Corporations Law and "body corporate"
         includes any entity.

         "Relevant Event" has the same meaning as in the Cross Border Lease
         Operating Agreements.

         "Retiring Financier" means a Financier which arranges a substitution or
         assignment under clause 13 in respect of all or any part of its rights
         and obligations under the Finance Documents.

         "Right" means any right, power, remedy or discretion.

         "S&P" means Standard & Poor's (Australia) Pty Ltd ACN 007 324 852.

         "SA Asset Sale Agreement" means the Asset Sale Agreement dated 13
         November 1997 between SA Rail and ASR.

         "SA Lease" means the Deed of Agreement to Lease and Charge dated 7
         November 1997 between the Minister for Transport and Urban Planning of
         South Australia, SA Rail Pty Ltd and ASR and includes the Memorandum of
         Lease attached as Schedule 1 between the Minister for Transport and
         Urban Planning of South Australia and ASR.

         "SA Rail Legislation" means the Non-metropolitan Railways Transfer Act
         1997 (SA), the Rail Safety Act 1996 (SA) and the Railways (Operations
         and Access) Act 1997 (SA) and any other South Australian or
         Commonwealth legislation affecting or governing railways or their
         operation in South Australia and includes any code, regulation or order
         made under any of them.

         "SA Share Sale Agreement" means the Share Sale Agreement dated 28
         August 1997 between the Commonwealth of Australia, ASR and Genesee &
         Wyoming Inc.

         "Sale Agreement" means the "Agreement for Sale of Business" between the
         Government Parties, the Purchaser, the Network Lessees, the Substitute
         Sublessee and ARG dated 30 October 2000.

         "Second Amending Deed" means the Second Deed of Amendment and
         Assignment of Security (ASR Charge) dated on or about the date of this
         document between BankBoston, the Security Trustee and ASR.

         "Secured Money" includes all debts, monetary liabilities and
         non-monetary obligations of any Transaction Party to any Financier
         under the Finance Documents.

________________________________________________________________________________

                                                                             22.

<PAGE>

________________________________________________________________________________


         "Securities" means:

         (a) each of the documents referred to in schedule 6; and

         (b) each Collateral Security,

         or any of them, as the context requires.

         "Security Trust Deed" means the Security Trust Deed dated on or about
         the date of this document between the Borrower, the Agent and the
         Security Trustee.

         "Security Interest" means a mortgage, charge, pledge, lien,
         hypothecation or title retention arrangement, a right of set-off or
         right to withhold payment of a deposit or other money, trust or power,
         as, or in effect as, security for the payment of a monetary obligation
         or the observance of any other obligation.

         "Security Trustee" means the Security Trustee or any successor of the
         Security Trustee appointed under clause 8.19.

         "Security Trustee's Fee" means the Security Trustee fee described in
         clause 8.20.

         "Security Trust Fund" means:

         (a) the amount held by the Security Trustee under clause 2.1 of the
             Security Trust Deed; and

         (b) any other property the Security Trustee acquires in its capacity as
             trustee of the Australian Railroad Group Security Trust, including
             without limitation:

             (i)   the benefits of all rights, powers and obligations given to
                   or conferred on the Security Trustee under the Securities;

             (ii)  the benefit of any Security Interest or Guarantee,
                   representation, warranty, undertaking, covenant, or other
                   obligation given, assigned or transferred to the Security
                   Trustee in that capacity, whether under this document or
                   otherwise; and

             (iii) any amount received by the Security Trustee under or from the
                   enforcement of any such Security Interest, Guarantee,
                   representation, warranty, undertaking, covenant or other
                   obligation (other than any amount received by it on its own
                   account), any investment into which any such amount is
                   converted and the proceeds (whether capital or income) of any
                   such investment.

         "Senior Capital Expenditure Facility" has the meaning given in the
         Subscription Agreement.

         "Senior Banks" means Australia and New Zealand Banking Group Limited
         ACN 005 357 522 and Bank of America, National Association - Sydney
         Branch ARBN 064 874 531.

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                                                                             23.

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         "Senior Debt" means all amounts (including damages) that are payable,
         owing but not payable, or that otherwise remain unpaid by the Borrower
         to the Agent, the Security Trustee or the Financiers on any account at
         any time under or in connection with this document or a Finance
         Document or any transaction that this document or a Finance Document
         contemplates.

         "Senior Facilities" means each of the:

         (a) Syndicated Senior Facilities; and

         (b) Senior Working Capital Facility.

         "Senior Facilities Fee Letter" means the letter dated the same date as
         this document between the Senior Banks and the Borrower.

         "Senior Term A Facility" has the meaning given in the Subscription
         Agreement.

         "Senior Term B Facility" has the meaning given in the Subscription
         Agreement.

         "Senior Working Capital Facility" means the facility described in a
         Senior Working Capital Facility Agreement.

         "Senior Working Capital Facility Agreement" means a Senior Working
         Capital Facility Agreement between a Senior Working Capital Facility
         Provider and the Borrower.

         "Senior Working Capital Facility Provider" means Australia and New
         Zealand Banking Group Limited in its capacity as Senior Working Capital
         Facility Provider and any New Financier in its capacity as provider of
         a Senior Working Capital Facility.

         "Shareholders' Agreement" means the shareholders' agreement between the
         Holding Companies and ARG dated on or about the date of this document.

         "Signalling, Train Control and Communications Systems Services
         Agreement" means the Signalling, Train Control and Communications
         Systems Services Agreement dated on or about the date of this document
         between the Network Lessees, the Purchaser and the Commission.

         "State Agreements" means the contracts and agreements specified in Part
         B of schedule 2.

         "Subordinated Debt" means any loan made or to be made at any time by a
         Subordinated Lender directly or indirectly to a Transaction Party
         pursuant to a Subordinated Loan Agreement or any similar document,
         agreement or arrangement between a Subordinated Lender and that
         Transaction Party but does not include any inter-company loans made
         between the Transaction Parties under clause 3.8(c).

         "Subordinated Lender" means each Subordinated Lender listed in Part B
         of schedule 1 and any other person who provides any loan to a
         Transaction Party on and subject to the terms of this document relating
         to Subordinated Debt.

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                                                                             24.

<PAGE>

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         "Subordinated Loan Agreement" means any agreement executed or to be
         executed at any time by a Subordinated Lender, setting out the terms of
         any loans from each of those parties directly or indirectly to a
         Transaction Party.

         "Subordinated Payment Obligations" means all amounts (including
         damages) that are payable, owing but not payable, or that otherwise
         remain unpaid by a Transaction Party to a Subordinated Lender on any
         account at any time under or in connection with:

         (a) a Subordinated Loan Agreement;

         (b) any transaction entered into under a Subordinated Loan Agreement;
             or

         (c) any other similar document, agreement or arrangement relating to
             such payment obligations (for the avoidance of doubt, other than
             under clause 3.8(c)).

         "Subscription Agreement" means the Subscription Agreement dated on or
         about the date of this document between the Borrower, the Lenders and
         the Agent.

         "Substitution Deed" means a document substantially in the form of
         schedule 4 or such other form acceptable to the Agent, the Security
         Trustee and the Borrower.

         "Substitution Deed (FB No. 2)" means the Substitution Deed (FB No. 2)
         dated on or about the date of this document between the Commission, the
         Substitute Sublessee, First National Bank, Black Swan Leasing No.2
         Limited, Hollandische Bank - Unie N.V., State Street Bank and Trust
         Company of Connecticut, National Association, Kimberley Finance
         Limited, ABN AMRO Bank N.V., ABN AMRO Bank N.V. - Australian Branch
         (OBU), Jandakot Finance Limited and Western Australian Treasury
         Corporation.

         "Substitution Deed (PNC No. 2)" means the Substitution Deed (PNC No. 2)
         dated on or about the date of this document between the Commission, the
         Substitute Sublessee, PNC Bank, National Association, Black Swan
         Leasing No. 2 Limited, Hollandische Bank - Unie N.V., State Street Bank
         and Trust Company of Connecticut, National Association, Kimberley
         Finance Limited, ABN AMRO Bank N.V., ABN AMRO Bank N.V. - Australian
         Branch (OBU), Jandakot Finance Limited and Western Australian Treasury
         Corporation.

         "Sub-Sublease (FB No. 2)" means the Sub-Sublease (FB No. 2) dated on or
         about the date of this document between the Substitute Sublessee and
         the Sub-Sublessee.

         "Sub-Sublease (PNC No. 2)" means the Sub-Sublease (PNC No. 2) dated on
         or about the date of this document between the Substitute Sublessee and
         the Sub-Sublessee.

         "Sub-Sublessee" means, in that capacity, Australia Western Railroad
         Pty. Ltd. ACN 094 792 275.

         "Supply" has the meaning given by the GST law.

         "Syndicated Senior Facilities" means:

         (a) the Senior Term A Facility;

         (b) the Senior Term B Facility; and

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                                                                             25.

<PAGE>

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         (c) the Senior Capital Expenditure Facility,

         or any of them, as the context requires.

         "Syndicated Senior Facilities Documents" means:

         (a) the Subscription Agreement;

         (b) any Deed Poll;

         (c) any loan note issued under a Deed Poll; and

         (d) any document or agreement that is entered into under any of the
             above.

         "Tax" means a tax, levy, duty, charge, deduction or withholding,
         however it is described, that is imposed by a Government Agency,
         together with any related interest, penalty, fine or other charge.

         "Taxable Supply" means:

         (a) any Supply made by, or on behalf of, the Agent, the Security
             Trustee or the Financiers in respect of any transaction entered
             into pursuant to this document or any other Finance Document; or

         (b) any Supply made by or on behalf of the Agent, the Security Trustee
             or the Financiers in respect of any transaction contemplated by
             this document or any other Finance Document,

         on which GST is payable.

         "Tax Act" means the Income Tax Assessment Act 1936 and the Income Tax
         Assessment Act 1997, or either of them, as the context requires.

         "Total Commitment" has the meaning given in the Subscription Agreement.

         "Total Net Assets" means those amounts that are recorded as assets less
         all current liabilities in the consolidated balance sheet of the Group
         from time to time under Australian Accounting Standards (other than
         liabilities under the Finance Documents which become current
         liabilities) plus the ASR Premium, but excluding any revaluations of
         the ASR Business as at or after Financial Close.

         "TPA" means the Trade Practices Act 1974 (Cwth).

         "Transaction Documents" means:

         (a) the Finance Documents;

         (b) the Project Documents;

         (c) any other document the Borrower and the Agent agree is to be a
             Transaction Document;

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                                                                             26.

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         (d) any notice which the Agent may give to the Transaction Parties
             under clause 3.5; and

         (e) any document or agreement that is entered into under any of the
             above (including any agreement formed by the acceptance by a
             Transaction Party (in accordance with clause 3.5) of a notice given
             by the Agent under clause 3.5) or for the purpose of amending or
             novating any of the above.

         "Transaction Party" means:

         (a) ARG;

         (b) the Borrower;

         (c) the Purchaser;

         (d) each Network Lessee;

         (e) the Substitute Sublessee;

         (f) WestNet Rail Pty Ltd ACN 094 721 301;

         (g) AWR;

         (h) each member of the ASR Group;

         (i) each New Group Entity;

         (j) each wholly owned subsidiary of any of the parties mentioned in
             paragraphs (b) to (i) inclusive of this definition (other than an
             Excluded Subsidiary); and

         "Transfer Order" means the transfer order made by the Minister under
         section 23 of the Act.

         "Urban Train Maintenance Agreement" means the Urban Train Maintenance
         Agreement which by virtue of the Transfer Order will take effect at
         Completion between the Commission and the Purchaser.

         "US Leases" means:

         (a) the Lease Agreement (PNC No. 2) dated 1 December 1998 between State
             Street Bank and Trust Company of Connecticut, National Association
             and Black Swan Leasing No.2 Limited; and

         (b) the Lease Agreement (FB No. 2) dated 1 December 1998 between State
             Street Bank and Trust Company of Connecticut, National Association
             and Black Swan Leasing No.2 Limited.

         "US Subleases" means:

         (a) the Sublease (PNC No. 2) dated 1 December 1998 between Black Swan
             Leasing No.2 Limited and the Commission (as assigned to the
             Substitute Sublessee as at Completion); and

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                                                                             27.

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         (b) the Sublease (FB No. 2) dated 1 December 1998 between Black Swan
             Leasing No. 2 Limited and the Commission (as assigned to the
             Substitute Sublessee as at Completion).

         "WA Rail Legislation" includes the Act, the Rail Safety Act 1998 (WA),
         The Railways (Access) Act 1998 (WA), the Government Railways Act 1904
         (WA) and any other Western Australian or Commonwealth legislation
         affecting or governing railways or their operation in Western Australia
         and includes any code (including the Railways (Access) Code 2000 of
         WA), regulation or order made under any of them.

         "Westrail Company" means each of:

         (a) Westrail Freight Employment Pty Ltd ACN 087 891 601;

         (b) Westrail Freight Pty Ltd ACN 087 734 094;

         (c) Westrail Freight Services Pty Ltd ACN 087 734 101; and

         (d) Westrail Logistics Pty Ltd ACN 087 647 916.

         "Westrail Freight" means the rail freight business of the Commission.

     1.2 Rules for interpreting this document

         Headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, except
         where the context makes it clear that a rule is not intended to apply.

         (a) A reference to:

             (i)   legislation (including subordinate legislation) is to that
                   legislation as amended, re-enacted or replaced, and includes
                   any subordinate legislation issued under it;

             (ii)  a document or agreement, or a provision of a document or
                   agreement, is to that document, agreement or provision as
                   amended, supplemented, replaced or novated;

             (iii) a party to this document or to any other document or
                   agreement includes a permitted substitute or a permitted
                   assign of that party;

             (iv)  a person includes any type of entity or body of persons,
                   whether or not it is incorporated or has a separate legal
                   identity, and any executor, administrator or successor in
                   law of the person; and

             (v)   anything (including a right, obligation or concept) includes
                   each part of it.

         (b) A singular word includes the plural, and vice versa.

         (c) A word which suggests one gender includes the other genders.

         (d) If a word is defined, another part of speech has a corresponding
             meaning.
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                                                                             28.

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     (e)  If an example is given of anything (including a right, obligation or
          concept), such as by saying it includes something else, the example
          does not limit the scope of that thing.

     (f)  The word "agreement" includes an undertaking or other binding
          arrangement or understanding, whether or not in writing.

     (g)  The words "subsidiary", and "related body corporate" have the same
          meanings as in the Corporations Law.

     (h)  The words "wholly owned subsidiary" and "holding company" have the
          same meanings as in the Corporations Law.

     (i)  An Event of Default "subsists" until it has been remedied or waived in
          writing by the Agent (acting on the instructions of the Majority
          Financiers).

     (j)  A reference to an "asset" includes any real or personal, present or
          future, tangible or intangible property or asset and any right,
          interest, revenue or benefit in, under or derived from the property or
          asset.

     (k)  A reference to a body, other than a party to this document (including,
          without limitation, an institute, association or authority), whether
          statutory or not:

          (i)  which ceases to exist; or

          (ii) whose powers or functions are transferred to another body, is a
               reference to the body which replaces it or which substantially
               succeeds to its powers or functions.

1.3  Business Days

     If the day on or by which a person must do something under this document is
     not a Business Day:

     (a)  if it involves a payment (other than a payment which is due on
          demand), the person must do it on the next Business Day unless the
          next Business Day falls in the following month, in which case the
          payment must be made on the previous Business Day; and

     (b)  in any other case, the person must do it on or by the next Business
          Day.

1.4  This document to prevail except for Interest Rate Hedging Agreements

     (a)  In the event of any inconsistency between the rights and obligations
          of the parties under this document and the rights and obligations of
          the parties under any other Finance Document (other than the Interest
          Rate Hedging Agreements), this document prevails to the extent of the
          inconsistency.

     (b)  Where there is inconsistency between the rights and obligations of the
          parties under this document and the rights and obligations of the
          parties under the

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                                                                             29.

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          Interest Rate Hedging Agreements, or this document purports to cover
          the matters as are purported to be covered by the Interest Rate
          Hedging Agreements, the Interest Rate Hedging Agreements prevail.

1.5  Accounting Terms

     Any accounting terms used in this document which have not been specifically
     defined will be construed in accordance with Australian Accounting
     Standards.

2.   REPRESENTATIONS AND WARRANTIES

2.1  General representations and warranties

     The parties noted below each represents and warrants to the Agent, the
     Security Trustee and each Financier in respect of the statements noted
     against its name that those statements are true and correct subject to any
     matters disclosed in writing by the Borrower to the Agent and consented to
     in writing by the Agent and, in relation to the Sponsors, each Sponsor
     makes the statements noted below in respect of itself only:

     .    ARG - paragraph (i)(i);

     .    each Transaction Party other than a New Group Entity - paragraphs
          (f)(i) and (ii), (g), (n), (x), (aa), (bb) and (gg);

     .    Genesee & Wyoming Inc - paragraph (f)(iii);

     .    each Transaction Party other than ARG - paragraphs (i)(ii) and (q);

     .    the Substitute Sublessee and the Purchaser - paragraph (hh); and

     .    each Sponsor - paragraphs (a), (b), (c), (d)(i), (e),(f)(iv) and (dd),

     and, subject to the above, each Transaction Party represents and warrants
     to the Agent, the Security Trustee and each Financier in respect of itself
     at Financial Close that:

     (a)  (incorporation): it is duly constituted and established and is validly
          existing under the laws of its place of incorporation.

     (b)  (power and authority): it has full power and authority to carry on its
          business and own its assets as it is now being conducted and as
          contemplated in respect of the Project and to enter into and perform
          the Transaction Documents to which it is a party.

     (c)  (transaction permitted): the entry into and performance of its
          obligations under the Transaction Documents to which it is a party do
          not and will not violate, breach, or result in a contravention of:

          (i)  any law, regulation or Authorisation;

          (ii) the relevant party's constitution, by-laws, charter or other
               constituent documents; or

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                                                                             30.

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          (iii) any Security Interest or other document which is binding upon
                the relevant party or on any of its assets,

          where any such violation, breach or contravention would have a
          Material Adverse Effect.

     (d)  (Authorisations):

          (i)  all necessary Authorisations (including all corporate
               authorisations as to execution, delivery and performance)
               required by it to enter into, and to perform its obligations
               under the Transaction Documents to which it is a party have been
               obtained and are in full force and effect; and

          (ii) all necessary Authorisations required by it to conduct the
               Business have been obtained and are in full force and effect.

     (e)  (binding obligations): the Transaction Documents to which it is a
          party constitute its legal, valid and binding obligations and are
          enforceable against it in accordance with their terms subject to
          stamping and registration and laws affecting creditors' rights
          generally.

     (f)  (disclosure): as at Financial Close:

          (i)  all information (excluding forecasts and projections) provided by
               it or by any affiliate or adviser (acting in good faith) on its
               behalf (other than the Due Diligence Reports) to the
               Beneficiaries (other than information provided by or on behalf of
               the Government Parties on or before Financial Close to a
               Transaction Party and made available to a Beneficiary) is, to the
               best of its knowledge, true, accurate and complete in all
               material respects and not misleading (whether by omission or
               otherwise) in any material respect; and

          (ii) forecasts and projections provided by it or by any affiliate or
               adviser (acting in good faith) on its behalf (other than the Due
               Diligence Reports) to the Beneficiaries (other than any provided
               by or on behalf of the Government Parties on or before Financial
               Close to a Transaction Party and made available to a Beneficiary)
               in connection with the Finance Documents have, to the best of its
               knowledge, been prepared in good faith and with due care and
               diligence and are based on assumptions which the Borrower
               considers to be reasonable having regard to all relevant facts
               and circumstances;

          (iii) with respect to the ASR Business:

               (A)  the most recently prepared Accounts and any other financial
                    statements and reports that have been provided in connection
                    with the ASR Group have been prepared in accordance with the
                    laws of Australia and (unless inconsistent with those laws)
                    Australian Accounting Standards;

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                                                                             31.

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               (B)  the Accounts that it has provided give a true and fair view
                    of the financial condition of the ASR Group as at the date
                    to which they are made up and of the results of operations
                    of the ASR Group for the period that they cover;

               (C)  except as disclosed to the Beneficiaries, there has been no
                    material change for that period since the date of
                    preparation of the most recent Accounts to the date of
                    Financial Close;

               (D)  except for matters disclosed in the Finlayson's Due
                    Diligence Report, there are no known actual or threatened
                    claims or liabilities which would have a Material Adverse
                    Effect; and

               (E)  all material details of the ASR Material Contracts were
                    provided to Finlaysons for the purposes of the preparation
                    of their Due Diligence Report; and

          (iv) all information provided by it to the Senior Banks at their
               request in connection with the preparation of a debt memorandum
               for the purpose of syndication of the Syndicated Senior
               Facilities (other than information which it is the responsibility
               of the Borrower to provide under clause 3.1(s) in connection with
               the Business) is, to the best of its knowledge, true, accurate
               and complete in all material respects and not misleading (whether
               by omission) or otherwise in any material respect.

     (g)  (no knowing failure to disclose): as at Financial Close, there is no
          information of which it is aware which has not been disclosed to the
          Beneficiaries and which if disclosed might reasonably be expected to
          affect in any adverse and material manner the decision of a Lender to
          provide finance under the Finance Documents.

     (h)  (priority): its obligations under each Finance Document to which it is
          a party rank ahead of all other payment obligations other than those
          mandatorily preferred by law or Permitted Security Interests.

     (i)  (special purpose entity):

          (i)  it is a special purpose holding company which beneficially owns
               and controls, among other subsidiaries, the Transaction Parties
               and has not incurred any liabilities or entered into any other
               agreement or business other than as permitted by the Transaction
               Documents; and

          (ii) it is a special purpose entity, established for the sole purpose
               of the Business and undertaking the obligations in the
               Transaction Documents to which it is a party and has not incurred
               any liabilities or entered into any other agreement or business
               other than in relation to the Business and under and as permitted
               by the Transaction Documents to which it is a party (and the
               agreements and transactions contemplated thereunder).

     (j)  (not a trustee): it is not a trustee of any trust or settlement.

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                                                                             32.

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          (k)  (commercial benefit): it has entered into the Finance Documents
               to which it is a party for its commercial benefit and in its
               commercial interest.

          (l)  (no contravention): the entering into and performance of the
               Finance Documents to which it is a party do not contravene
               Chapter 2E or section 260A-E of the Corporations Law.

          (m)  (insolvency event): no Insolvency Event has occurred and is
               subsisting in relation to it.

          (n)  (copies of Project Documents): the copies of the Project
               Documents delivered to the Agent are accurate and complete in all
               respects.

          (o)  (insurances):

               (i)   each Insurance Policy is in full force and effect;

               (ii)  it has not made any material misstatement or
                     misrepresentations or omitted to disclose any material
                     facts to the insurers or their agents in relation to any
                     Insurance Policy; and

               (iii) it is not aware of any reason giving rise to any right or
                     likelihood that an Insurance Policy may be terminated or
                     that any insurers will refuse to pay any claim under an
                     Insurance Policy when made.

          (p)  (compliance with laws): it has complied with all laws binding on
               it or its assets and the Business and has complied with all
               applicable laws (including WA Rail Legislation, SA Rail
               Legislation and Environmental Law) where to fail to do so would
               have a Material Adverse Effect, except as disclosed in the Due
               Diligence Reports.

          (q)  (no partnerships): it is not a partner in a partnership nor a
               party to any joint venture or profit sharing arrangements.

          (r)  (no litigation): no litigation, arbitration, dispute or
               administrative proceedings have been commenced or are pending
               against it that are likely to have a Material Adverse Effect.

          (s)  (default): no Event of Default, Potential Event of Default,
               Breach or Relevant Event has occurred or is continuing except for
               any Event of Default, Potential Event of Default, Breach or
               Relevant Event notified in writing to the Agent and which has
               been waived in writing by the Agent.

          (t)  (immunity): it does not, nor do its assets, enjoy immunity from
               any suit or execution.

          (u)  (taxes): it has complied with all laws relating to tax in all
               applicable jurisdictions where to fail to do so would have a
               Material Adverse Effect.

          (v)  (no Encumbrances): none of its assets is subject to an
               Encumbrance which is not a Permitted Security Interest.

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                                                                             33.

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          (w)  (legal and beneficial owner): it is, or in respect of the assets
               of Westrail Freight it will be at Financial Close, the legal and
               beneficial owner of the property described in the Security given
               by it.

          (x)  (shareholdings): as at Financial Close:

               (i)  all of the issued shares in ARG are fully paid and are held
                    by the Holding Companies, which are wholly-owned
                    subsidiaries of the Sponsors; and

               (ii) ARG legally and beneficially holds all of the issued shares
                    in the Borrower, ASR, Viper Line Pty Limited ACN 092 437
                    691, Australia Northern Railroad Pty Ltd ACN 092 437 593,
                    GWA Holdings Pty Ltd ACN 095 319 672 and AWR and holds all
                    of the issued shares in each of the other Transaction
                    Parties through a wholly owned subsidiary of ARG, all of
                    which shares are fully paid; and

               (iii) AWR will become the beneficial owner of all of the issued
                    shares in Westrail Freight Employment Pty Ltd ACN 087 891
                    601 and will, through a wholly owned subsidiary of AWR
                    become the holder of all of the issued shares in the other
                    Westrail Companies, all of which shares are fully paid.

          (y)  (corporate structure): the corporate structure and the equity and
               subordinated debt arrangements between the Transaction Parties
               and the Sponsors have not changed (other than as consented to by
               the Agent or as otherwise contemplated by the Finance Documents)
               since Financial Close.

          (z)  (Subsidiaries): except as disclosed to the Agent, it does not
               have any subsidiaries or controlled entities (as defined in the
               Corporations Law) other than the other Transaction Parties and,
               in the case of ARG only, the Excluded Subsidiaries.

          (aa) (Project Documents): as at Financial Close:

               (i)  the Project Documents represent all of the current
                    agreements and arrangements relating to the acquisition,
                    leasing and operation of the Business;

               (ii) the Project Documents taken as a whole are sufficient to
                    enable the Transaction Parties to carry on in all material
                    respects the same rail freight business which was carried on
                    by the Commission prior to Financial Close;

               (iii) to the best of its knowledge and belief, no event of
                    default (however described) has occurred which is subsisting
                    under any of the Project Documents except as disclosed in
                    the Due Diligence Reports; and

               (iv) to the best of its knowledge and belief none of the
                    Government Parties is in breach of any of its warranties or
                    obligations under the Project Documents which has not been
                    disclosed to the Agent.

--------------------------------------------------------------------------------
                                                                             34.

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     (bb) (Material Contracts): except as disclosed in the Due Diligence
          Reports:

          (i)  the Material Contracts are in full force and effect and no party
               thereto which is a member of the Group, or, to the best of its
               knowledge and belief, no party thereto which is other than a
               member of the Group, has committed any breach of any of its
               obligations thereunder which would have a Material Adverse
               Effect; and

          (ii) there has been no termination, novation or replacement of, or
               amendment to any of the terms of, any of the Material Contracts
               which would have a Material Adverse Effect without the Agent's
               prior written consent.

     (cc) (access): all arrangements entered into by, or binding after Financial
          Close on, the Network Lessees for access to the Corridor Land
          (including arrangements with the Purchaser) comply in all material
          respects with the Railways (Access) Code 2000 (WA).

     (dd) (Initial ASR Value): the Initial ASR Value has been determined on an
          arm's length basis solely by reference to the ASR Business, and there
          are no other arrangements between the Sponsors that have affected, or
          would affect, the determination of the Initial ASR Value that have not
          been disclosed to the Agent.

     (ee) (Accounts): its most recent audited Accounts give a true and fair view
          of its financial position as at the date of the Accounts and the
          Accounts have been prepared in accordance with the Corporations Law
          and Australian Accounting Standards.

     (ff) (No material change): there has been no change in its financial
          position since the date of its most recent Accounts which would have a
          Material Adverse Effect (other than as notified to the Agent).

     (gg) (Assets): as at Financial Close, to the best of its knowledge, each
          Westrail Company has nominal assets only.

     (hh) (leased Equipment): the Substitute Sublessee has received from the
          Commission, and the Purchaser has received from the Substitute
          Sublessee, the relevant maintenance standards and repair programs to
          be applied for the purpose of section 7(a) of the US Leases and
          section 2.3(a) of the US Subleases, and the Purchaser is able to
          maintain the Equipment so as to comply with those standards and
          programs.

     Any references to the "parties" in this clause 2.1 does not include the
     Financiers.

2.2  Forecasts and Projections

     Each Beneficiary acknowledges that without limiting clause 2.1(f)(i) and
     (ii):

     (a)  forecasts or projections provided by a Transaction Party or by any
          affiliate or adviser (other than the Due Diligence Reports) (acting in
          good faith) on its behalf, and the statements regarding them, are only
          expectations as to future events and

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                                                                             35.

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          are not representations and warranties as to fact or that those
          forecasts or projections will prove to be true or accurate; and

     (b)  no representation or warranty is made that any forecast or projection
          (including in the Base Case Financial Model) will be achieved.

2.3  Repetition of Representations and Warranties

     Each of the representations and warranties in clause 2.1 survives execution
     and, other than those in paragraphs (f), (g) (x), (aa) and (gg) and, in the
     case of the Westrail Companies (following their accession to this document
     under clause 3.12), paragraphs (i) (ii), (w), (cc), (dd) and (hh), will be
     repeated on each Drawdown Date and each Quarterly Date, with respect to the
     facts and circumstances then subsisting.

2.4  Reliance on representations and warranties

     The Borrower and each Mortgagor acknowledges that the Financiers have
     agreed or will agree to provide advances and accommodation to the Borrower
     in reliance on the representations and warranties made by it in this
     clause.

3.   UNDERTAKINGS

3.1  Undertakings relating to reporting of information

     The Borrower undertakes to deliver to the Agent, with a number of copies as
     reasonably requested by the Agent:

     (a)  (reports and accounts): as soon as practicable, but in any event no
          later than:

          (i)   90 days after the end of each relevant financial year, the
                audited consolidated Financial Report for the Group as at the
                end of that financial year and a reconciliation of that
                Financial Report with the Ratio Certificate given under clause
                3.4(d) for the Quarterly Date at the end of that financial year;

          (ii)  60 days after the end of each half of each financial year, the
                unaudited balance sheet and profit and loss account for the
                Group in respect of that half year and a reconciliation of that
                unaudited balance sheet and profit and loss account with the
                Ratio Certificate given under clause 3.4(d) for the Quarterly
                Date at the end of that half year; and

          (iii) at the time each Ratio Certificate is delivered under clause
                3.4(d), a cash flow statement for the Business for the period
                covered by the relevant Ratio Certificate.

     (b)  (budget and business plan): as soon as practicable, but in any event
          no later than 1 Business Day before the start of each financial year,
          a copy of the Business Plan and Budget for that financial year and any
          revised or supplementary Budget promptly after it has been approved by
          the board of directors of ARG. The Agent acknowledges having received
          the Business Plan and Budget for the 2000/2001 financial year.

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     (c)  (Capital Expenditure Plan): as soon as practicable, but in any event
          no later than 1 Business Day before 1 January and 1 July in each year,
          the Capital Expenditure Plan for the 12 month period following that 1
          January or 1 July, as the case may be, and a reconciliation between
          actual capital expenditure against the Capital Expenditure Plan last
          provided (or required to be provided).

     (d)  (Project Document information): copies of any reports, plans or
          statements which it is required under the Project Documents to deliver
          to any of the Government Parties promptly after such delivery and the
          response of the relevant Government Party thereto and copies of any
          notices received from any of the Government Parties under the Project
          Documents promptly after such receipt.

     (e)  (litigation): promptly, details of any litigation, arbitration,
          dispute, native title claim or administrative proceedings in excess of
          $2 million other than claims relating to workers' compensation.

     (f)  (ratio calculations): each Ratio Certificate within the period
          specified in clause 3.4(d).

     (g)  (default): notification of any Event of Default, Potential Event of
          Default, Breach or Relevant Event immediately after it becomes aware
          of it together with full details of the remedial action being taken or
          proposed.

     (h)  (material documents): prompt notification of any proposed or actual
          termination, revocation, recision, suspension, cancellation or breach
          of any Project Document (including copies of material notices
          thereunder) and which relates to matters which would have a Material
          Adverse Effect.

     (i)  (other information): promptly, such other information as the Agent may
          reasonably request about it, the other Transaction Parties and the
          Project.

     (j)  (changes in interests): prompt notification of any material changes in
          the shareholdings or interest in it and the other Transaction Parties.

     (k)  (Regulatory Event): prompt notification of a Regulatory Event and will
          give the Agent (on behalf of the Financiers) a reasonable opportunity
          to assess, take advice (from consultants and advisers including to
          seek instructions from the Financiers), comment and participate in
          action in connection therewith.

     (l)  (disputes): promptly, details of any disputes with any of the
          Government Parties in connection with any of the Project Documents.

     (m)  (insurance claims): promptly, details of any insurance claim in excess
          of $15 million.

     (n)  (unreasonable interference): promptly, details of any event which
          constitutes an unreasonable interference (as defined in the Lease
          Agreements) with the Business.

     (o)  (replacement contracts): promptly, details of any replacement Material
          Contract entered into by a Transaction Party.

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                                                                             37.

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     (p)  (access regime): details of:

          (i)   the coming into effect of the Access Legislation;

          (ii)  any subsequent certification of the Access Legislation under
                Part IIIA of the TPA;

          (iii) any application by a third party seeking access to Leased
                Railway Infrastructure for a declaration under Part IIIA of the
                TPA; and

          (iv)  all material written communications with the National
                Competition Council and the Australian Competition and Consumer
                Commission concerning access including, without limitation,
                certification of, or rejection of any application for
                certification of, the Access Legislation.

     (q)  (Excluded Subsidiaries): details of the name and ACN of each Excluded
          Subsidiary promptly after that Excluded Subsidiary has been
          established or acquired by ARG or by an Excluded Subsidiary together
          with evidence reasonably acceptable to the Agent that the Excluded
          Subsidiary meets the requirements set out in the definition of
          "Excluded Subsidiary".

     (r)  (Cross Border Lease Operating Agreements): promptly, copies of:

          (i)   any notices or reports received by the Purchaser under clause 6
                of the Cross Border Lease Operating Agreements;

          (ii)  any demand respectively given or received by the Substitute
                Sublessee under clause 8 or 17 of the Cross Border Lease
                Operating Agreements, as the case may be;

          (iii) any notices provided by the Substitute Sublessee to the
                Commission under clause 10.1 of the Cross Border Lease Operating
                Agreements;

          any notice or information provided by the Substitute Sublessee to the
          Minister under clause 10.2 of the Cross Border Lease Operating
          Agreements.

     (s)  (debt information memorandum): promptly, all necessary information in
          relation to the Business and other information and assistance
          reasonably required by the Senior Banks for preparation of a debt
          information memorandum in relation to the Senior Facilities.

3.2  Undertakings relating to Corporate Existence and the Business

     Each Transaction Party undertakes to the Agent, the Security Trustee and
     each Financier to:

     (a)  (existence): maintain its corporate existence and its good standing.

     (b)  (taxes): pay all taxes when due other than contested taxes.

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                                                                             38.

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     (c)  (approved auditor): retain the services of a major international
          accounting firm to audit the financial statements of the Transaction
          Parties.

     (d)  (Project Accounts): open and maintain the Project Accounts and comply
          with rules and procedures governing the Project Accounts.

     (e)  (authorised investment): comply with investment guidelines established
          for Project Account credit balances.

     (f)  (new contracts):

          (i)   subject to subparagraph (iii), use reasonable endeavours to
                ensure that each document or agreement entered into by any
                Transaction Party after Financial Close which is material to the
                Business as a whole and which is likely to be operative for a
                period in excess of 12 months, does not include provisions
                which:

                (A)  prevent the granting of a Security Interest in that
                     document or agreement whether with or without the consent
                     of the other party to the contract or agreement; and

                (B)  permit the other party to the agreement to terminate it or
                     suspend its obligations under it by reason only of the
                     enforcement in any way of the Security;

          (ii)  subject to subparagraph (iii), notify the other party to each
                agreement referred to in subparagraph (i) (other than a
                Transaction Party) that:

                (A)  the agreement is subject to the Security; and

                (B)  the Lenders desire to be informed of any breach or omission
                     which would entitle the other party to terminate it and to
                     be given the opportunity to remedy that breach or omission
                     within 14 days of the date of receipt of the notice of such
                     breach or omission before such entitlement is exercised.

          (iii) Subparagraphs (i) and (ii) only apply to a revenue contract
                which updates or replaces an existing revenue contract if the
                aggregate projected revenue for that contract exceeds $10
                million per annum.

          (iv)  For the avoidance of doubt, the use of reasonable endeavours
                under subparagraph (i) does not require a Transaction Party to
                accept less favourable commercial terms in order to secure the
                contractual position contemplated by sub-subparagraphs (A) and
                (B) of that subparagraph.

     (g)  (new parties): procure that any New Group Entity shall accede to this
          document by signing and delivering to the Agent an accession deed,
          substantially in the form set out in schedule 7, completed and signed
          by the Borrower (for itself and on behalf of the Sponsors, the
          Mortgagors and the Subordinated Lenders) and by that New Group Entity
          and procure that the New Group Entity shall become bound by the other
          Finance Documents, in each case, as if originally a Transaction Party.

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                                                                             39.

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     (h)  (titles): deliver originals of all real property title documents and
          leases to the Security Trustee as soon as they are received from any
          Government Party.

     (i)  (proper accounts): keep proper books of account which give a true and
          fair view of its financial condition and state of affairs and ensure
          that:

          (i)   the Financial Reports furnished by it under clause 3.1(a)(i);
                and

          (ii)  the balance sheet and profit and loss account furnished under
                clause 3.1(a)(ii); and

          (iii) the cashflow statement furnished under clause 3.1(a)(iii),

          are prepared in accordance with the requirements of Chapter 2M of the
          Corporations Law and Australian Accounting Standards (to the extent
          each of these is applicable).

3.3  Negative Undertakings

     Each Transaction Party undertakes to the Agent, the Security Trustee and
     each Financier that it will not:

     (a)  (financial indebtedness): incur Financial Indebtedness other than
          Permitted Indebtedness.

     (b)  (contracts):

          (i)   make any material amendments to or waive any material rights
                under any existing Project Documents; or

          (ii)  make any material amendments to or waive any material rights
                under any Material Contract where to do so would have a Material
                Adverse Effect; or

          (iii) terminate or suspend any Project Document or Material Contract
                (except where, in the case of termination, that Material
                Contract has been replaced by a materially similar contract); or

          (iv)  terminate the Shareholders' Agreement,

          or agree to any such amendment, waiver, termination or suspension
          without the consent of the Agent, not to be unreasonably withheld.

     (c)  (no Encumbrance):

          (i)   in the case of each Transaction Party other than a Westrail
                Company, create or permit to exist or agree to any Encumbrance
                over any of its property or assets other than a Permitted
                Security Interest or assign any of its rights under any Project
                Document other than to the Security Trustee; and

          (ii)  in the case of a Westrail Company, it will not create or permit
                to exist or agree to any Encumbrance over any of its property or
                assets other than, in

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                                                                             40.

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                    respect of Westrail Freight Employment Pty Ltd ACN 087 891
                    601 only, a Permitted Security Interest of the type
                    described in paragraphs (a), (c), (d) and (e) of the
                    definition of "Permitted Security Interest".

     (d)  (subsidiaries): acquire (by purchase, subscription or other means),
          any shares in any subsidiary (other than an Excluded Subsidiary),
          without the prior consent of the Agent.

     (e)  (mergers, reconstructions, etc): undertake any mergers, demergers,
          amalgamations or reconstructions (unless the objective is to
          distribute excess cash which cannot otherwise be distributed or it is
          a voluntary solvent amalgamation, reconstruction, reorganisation,
          merger or consolidation) where to do so would result in a Material
          Adverse Effect.

     (f)  (no abandonment): abandon the Business (or a material part of it).

     (g)  (share capital): purchase, cancel or redeem any of its share capital
          or make shareholder loans except to the extent it is permitted by this
          document or is available as a Permitted Payment or issue any share
          capital if to do so may adversely affect any Security held by the
          Security Trustee over the remaining shares in the relevant Transaction
          Party.

     (h)  (no distribution): pay any Permitted Payment other than as permitted
          by clause 3.10(a) of this document.

     (i)  (disposals): dispose of, transfer, assign or deal in a similar way
          with, any asset, other than in the ordinary course of operating the
          Business for market value and on arms' length or better terms, or
          where the asset is to be replaced with a comparable asset or where an
          asset is surplus to its requirements and provided that the disposal,
          transfer, assignment or dealing is not to or for the benefit of any of
          the Westrail Companies.

     (j)  (constituent documents): amend or vary its constituent documents in
          any respect without, in relation to those changes which, in the
          Agent's opinion, are material, the consent of the Agent.

     (k)  (no partnership or joint venture): enter into any profit sharing
          arrangements, partnership or joint venture other than with New Group
          Entities but not the Westrail Companies, (or, in the case of ARG only,
          with Excluded Subsidiaries) except with the prior consent of the Agent
          in each case not to be unreasonably withheld.

     (l)  (Excluded Subsidiary): create or purport or attempt to create or
          suffer to subsist any Security Interest in respect of the Mortgaged
          Property in favour of or on behalf of any Excluded Subsidiary ranking
          in priority to, equally with or after the Security.

     (m)  (restrictions on dealings):

          (i)       provide or agree to provide any financial accommodation
                    (including, but not limited to, by advance of money) to any
                    person (including any

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                                                                             41.

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                    Excluded Subsidiary) other than to a Transaction Party which
                    is not a Westrail Company as permitted by, and in accordance
                    with, the Finance Documents;

          (ii)      permit a debt which is due and payable to a Transaction
                    Party by any Related Corporation or any other person with
                    whom it or any of its Related Corporations is associated in
                    any way to remain unpaid;

          (iii)     purchase any asset from any of its Related Corporations or
                    associates (other than the Transaction Parties) except on
                    terms that are arms length and in the ordinary course of
                    business;

          (iv)      it will not otherwise deal in any way with any person
                    (including but not limited to its Related Corporations or
                    associates) except:

                    (A)  at arms length or better terms in the ordinary course
                         of business; or

                    (B)  as expressly permitted under the Finance Documents; or

                    (C)  under the Project Documents in accordance with their
                         terms as at Financial Close,

          and, upon becoming a party to this document, each of the Westrail
          Companies undertakes to the Agent, the Security Trustee and each
          Financier that it will not do any of the things referred to in
          paragraphs (i) to (iv) inclusive, ignoring, for the purpose of this
          undertaking, the exceptions to the restrictions contained in
          paragraphs (i), (iii) and (iv)(A) and (C).

     (n)  (restrictions on management and other fees): pay or agree to pay,
          without the consent of the Agent, acting reasonably, any management
          fees or consultancy fees or other like payments (including, but not
          limited to, by way of reimbursement for disbursements or other costs,
          but excluding by way of reimbursement for costs in the nature of
          Operating Costs paid by a Related Corporation rather than by
          withdrawal from the Proceeds Accounts) to any Related Corporations or
          any other person with whom it or any of its Related Corporations is
          associated in any way other than fees on terms approved by the Agent
          or fees or other like payments payable from moneys available for
          Permitted Payments.

     (o)  (US cross border leases): without the prior written consent of the
          Agent, exercise any Right, option or election under the Cross Border
          Lease Transaction Documents or the Cross Border Lease Substitution
          Documents including, without limitation, to terminate the lease of an
          Item of Equipment following an Event of Loss in relation to that Item
          of Equipment if such exercise would or is reasonably likely to result
          in an obligation to make a payment of moneys under any of those
          documents or result in a termination of those documents other than
          where a failure to make a payment would result in a default under
          those documents.

3.4  Financial Undertakings

     The Borrower undertakes to the Agent, the Security Trustee and each
Financier:

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                                                                             42.

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     (a)  (Gearing Ratio): to ensure that the aggregate:

          (i)       amount of the Commitments of the Lenders under the Senior
                    Term A Facility and the Senior Term B Facility and all other
                    debt ranking pari passu with those facilities (other than
                    the Senior Capital Expenditure Facility and the Senior
                    Working Capital Facility) will not exceed 70% of the
                    Adjusted Acquisition Cost on Financial Close. For the
                    avoidance of doubt, the making of the GST Advance will not
                    be treated as a drawing under the Senior Capital Expenditure
                    Facility for the purpose of calculating the gearing ratio in
                    this subparagraph; and

          (ii)      of the amounts drawn under the Senior Facilities and all
                    other debt ranking pari passu with the Senior Facilities
                    will not exceed 70% of Total Net Assets at all times after
                    Financial Close.

     (b)  (Interest Rate Hedging Policy):  to comply at all times with the
          Interest Rate Hedging Policy and not materially to amend the Interest
          Rate Hedging Policy without the consent of the Agent acting on the
          instructions of the Majority Financiers (which consent must not be
          unreasonably withheld).

     (c)  (Subordinated Debt Ratio):  to ensure that at all times while any
          Senior Debt is outstanding, the ratio (expressed as a percentage) of:

          (i)       the aggregate amount of:

                    (A)  the Senior Facilities (including amounts drawn under
                         the Senior Capital Expenditure Facility and the Senior
                         Working Capital Facility) and all other debt ranking
                         pari passu with the Senior Facilities; and

                    (B)  Subordinated Debt provided by third parties,

          to

          (ii)      Total Net Assets,

          must not exceed 80% without the Agent's prior written consent.

     (d)  (Ratio Certificate) to deliver to the Agent within 20 Business Days
          after each Quarterly Date (commencing with the Quarterly Date of 30
          June 2001) a certificate ("Ratio Certificate") signed by an Authorised
          Officer of the Borrower which sets out the ICR:

          (i)       in the case of the Ratio Certificates to be given for the 30
                    June 2001 and 30 September 2001 Quarterly Dates, for the
                    period from Financial Close to 30 June 2001 and 30 September
                    2001 respectively; and

          (iii)     in the case of the Ratio Certificates to be given for each
                    subsequent Quarterly Date, for the period of 12 months
                    preceding the relevant Quarterly Date,

          and which:

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                                                                             43.

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          (iv)      includes in reasonable detail the computations and financial
                    and other information reasonably necessary to establish the
                    ICR and to show how it is calculated;

          (v)       states that the Borrower is in compliance with the Interest
                    Rate Hedging Policy and clause 3.4(a) (Gearing Ratio);

          (vi)      states that no Event of Default or Potential Event of
                    Default has occurred and still subsists (except as notified
                    to the Agent); and

          (vii)     attaches the cash flow statement referred to in clause 3.1
                    (a)(i) referable to that Quarterly Date.

     (e)  (Refinancing Debt) to ensure that all Refinancing Debt will be on
          terms that:

          (i)       where all or part of any single Senior Facility is being
                    refinanced, the principal amount of the new facility does
                    not exceed the principal amount of the relevant Senior
                    Facility being refinanced;

          (ii)      where part of the Senior Facilities only is being refinanced
                    other than on its normal maturity date, the terms of the
                    Refinancing Debt are not materially more onerous (in the
                    Agent's opinion, acting reasonably) overall than the
                    provisions of the Senior Facilities, except as consented to
                    by the Agent;

          (iii)     where all of a Senior Facility is being refinanced on its
                    normal maturity date, the Borrower will use reasonable
                    endeavours to ensure that the terms of the Refinancing Debt
                    are not materially more onerous overall than the provisions
                    of the relevant Senior Facility; and

          (iv)      the undertaking in clause 3.4(a) is not breached.

          For the avoidance of doubt, if, despite the use of reasonable
          endeavours in accordance with subparagraph (iii), the Borrower is able
          to obtain Refinancing Debt only on terms which are materially more
          onerous overall than the provisions of the Senior Facility being
          refinanced, then the Borrower may refinance on those more onerous
          terms.

3.5  Additional Undertakings

     (a)  Each of the Transaction Parties acknowledges that on or before
          Financial Close the Agent may by written notice specify further
          obligations which the Transaction Parties are to perform in relation
          to any transaction that a Finance Document contemplates and may
          specify the manner in which the Transaction Parties may agree to be
          bound to perform those obligations.

     (b)  Each of the Transaction Parties may provide their acknowledgement to
          be bound to perform the additional obligations referred to in
          paragraph (a) only in the manner specified by the Agent and in no
          other manner.

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                                                                             44.

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3.6  Undertakings relating to insurance

     The Borrower undertakes to the Agent, the Security Trustee and each
Financier as follows:

     (a)  (insurance)

          (i)       Subject to sub-paragraphs (ii) and (iii), it will take out
                    and maintain such insurance cover in respect of its assets
                    and operations as would be taken out by a prudent person
                    engaged in a business of the same nature as the Business (a
                    "Prudent Operator").

          (ii)      It will take out and maintain the Insurance Policies for an
                    amount of insurance which is not less than the amount of
                    insurance specified in schedule 3 for each Insurance Policy
                    and on the terms specified in schedule 3, and the Financiers
                    and the Agent and the Security Trustee acknowledge and agree
                    that as at Financial Close the Insurance Policies satisfy
                    the requirements of subparagraph (i).

          (iii)     The Borrower may request a change in the insurance cover
                    from that specified in schedule 3, by providing to the
                    Security Trustee its request together with a report from a
                    reputable insurance broker approved by the Agent (such
                    approval not to be unreasonably withheld) stating that a
                    Prudent Operator would not take out or maintain insurance
                    against a risk covered by an Insurance Policy (or would do
                    so at a lower level than specified in schedule 3), in
                    support of the request. The Security Trustee will not
                    unreasonably withhold its consent to the requested change in
                    cover.

     (b)  (Agent's Interest) It must take out and maintain the insurance cover
          referred to in paragraph (a) with a reputable insurance company
          approved by the Agent (such approval not to be unreasonably withheld)
          and in the joint names of the relevant Transaction Party and the
          Agent.

     (c)  (Certificates of Currency) It must give to the Agent, within 5
          Business Days of receiving it, a copy of the certificate of currency
          for each policy of insurance effected by it under paragraph (a).

     (d)  (no prejudicial action) It will not do, permit, or omit to do,
          anything which may prejudice any policy of insurance in a material
          respect.

3.7  Undertakings relating to Lock-Up and Mandatory Prepayment

     The Borrower undertakes to the Agent, the Security Trustee and each
Financier as follows:

     (a)  (Mandatory Prepayment) If the ICR is less than the Lock-Up ICR on 2
          consecutive Quarterly Dates, then all accumulated Available Cash will
          be used to prepay principal outstanding first under the Senior Term B
          Facility, then under the Senior Capital Expenditure Facility and then
          under the Senior Term A Facility.

     (b)  (Release from Lock-Up) If ICR is less than the Lock-Up ICR on 2
          consecutive Quarterly Dates and clause 3.7(a) has been complied with,
          and the ICR is greater

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                                                                             45.

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          than the Lock-Up ICR on the next 2 consecutive Quarterly Dates then,
          until paragraph 3.7(a) applies again, any accumulated Available Cash
          may be distributed under clause 3.10 subject to that clause.

3.8  Undertakings relating to Proceeds Account

     (a)  (Proceeds Account)

          Each of the Borrower, ARG, AWR and ASR undertakes to each of the
          Agent, the Security Trustee and each Financier that before Financial
          Close ARG, AWR and ASR will, and the Borrower will procure that ARG,
          AWR and ASR will, establish in the name of the relevant party set out
          below an Australian dollar account with the Account Bank styled:

          (i)   for the account in the name of ARG, the "ARG Proceeds Account";

          (ii)  for the account in the name of AWR, the "AWR Proceeds Account";
                and

          (iii) for the account in the name of ASR, the "ASR Proceeds Account",

          on terms that:

          (iv)  subject to subparagraph (v), an Authorised Officer of each of
                the holder of the account and the Borrower may authorise all
                withdrawals or transfers from that Proceeds Account in
                accordance with this document; and

          (v)   at any time while an Event of Default subsists the Agent may
                take exclusive control of the operation of that Proceeds
                Accounts by notice to the Account Bank, the Borrower, ARG, AWR
                and ASR and each of the Borrower, ARG, AWR and ASR (as
                applicable) must facilitate the control by the Agent of the
                relevant Proceeds Accounts with the Account Bank and provide the
                necessary authorisations to the Account Bank.

     (b)  (Payments into Proceeds Account) Each Transaction Party undertakes to
          the Agent, the Security Trustee and each Financier that it will ensure
          that all revenue and other amounts it receives in relation to the
          Business or under the Transaction Documents or in connection with the
          ASD Project (except amounts applied directly in reduction of the
          Secured Money) will be paid directly into a Proceeds Account
          including:

          (i)   interest on bank accounts and other interest income;

          (ii)  net proceeds received under any Interest Rate Hedging
                Agreements;

          (iii) proceeds from disposal or sale of assets;

          (iv)  insurance proceeds (other than proceeds of workers' compensation
                and public liability policies paid to the relevant parties);

          (v)   transfers permitted from another Proceeds Account or from the
                Capital Expenditure Reserve Account; and

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                                                                             46.

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          (vi)  subject to clause 3.9(b)(ii), advances under the Senior Capital
                Expenditure Facility and under the Senior Working Capital
                Facility.

          For the avoidance of doubt, nothing in this paragraph (b) requires any
          capital contribution provided by Wesfarmers Railroad Holdings Pty Ltd
          (ACN 008 705 986) to ARG in relation to the ASD Project to be included
          in a Proceeds Account, and ARG may distribute that capital
          contribution to the Holding Companies in the manner agreed between ARG
          and the Holding Companies.

     (c)  (Payments among Transaction Parties)

          No money is to be paid out of any Proceeds Account for payment by a
          Transaction Party to or on behalf of another Transaction Party unless:

          (i)   it is immediately paid into another Proceeds Account and the
                payment is evidenced by an inter-company loan created, or
                repaid, by the payer in favour of the payee; or

          (ii)  subject to clauses 3.3(i) and (m)(i), it is paid on behalf of a
                Transaction Party (the "First Party") to a third party who is
                not a Transaction Party, in satisfaction of the First Party's
                obligation to that third party in respect of amounts referred to
                under paragraph (e) subparagraphs (i) to (xi) inclusive only; or

          (iii) it is a Permitted Payment.

     (d)  (Sub accounts and ledgers) The Borrower undertakes to the Agent, the
          Security Trustee and each Financier that it will procure that the
          Account Bank keeps appropriate records showing the amount in the
          Proceeds Accounts that represent funds of the Borrower, the Purchaser
          and each Network Lessee. Each of the Agent, the Security Trustee and
          each Financier may treat all payments out of the Proceeds Accounts and
          all money in the Proceeds Accounts as validly paid or validly in the
          accounts irrespective of the position as between the Transaction
          Parties, and may exercise its powers in relation to that account under
          the Transaction Documents irrespective of which Transaction Party is
          the true owner of the funds. The Agent, the Security Trustee and each
          Financier acknowledges that the Borrower may require the Account Bank
          to operate and maintain short term sub-accounts for each Proceeds
          Account for cash-flow management purposes.

     (e)  (Payments out of Proceeds Account - cascade)

          Subject to paragraph (a)(v), the Borrower, ARG, AWR or ASR, as the
          case may be, may make withdrawals from the relevant Proceeds Accounts
          from time to time to pay the following amounts when due and payable by
          any Transaction Party and, where the payment is made by a Transaction
          Party to or on behalf of another Transaction Party under paragraph
          (c), in accordance with paragraph (c), and in the following order of
          priority:

          (i)   Operating Costs and any amounts to be applied in payment of the
                GST Amount and the repayment of the GST Advance (and accrued
                interest referred to in clause 8.1(a) of the Deed Poll);

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                                                                             47.

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            (ii)    Taxes payable;

            (iii)   Non-discretionary Capital Expenditure;

            (iv)    interest and fees due under the Senior Facilities (including
                    payments under Interest Rate Hedging Agreements and Realised
                    Swap Losses);

            (v)     principal repayments due under the Senior Facilities;

            (vi)    payments of other Secured Money then due;

            (vii)   payments required to be made under the Cross Border Lease
                    Transaction Documents where there has been an Event of Loss
                    in relation to an Item of Equipment where that Item of
                    Equipment is not to be replaced;

            (viii)  insurance proceeds for repair and replacement of property,
                    in accordance with the requirements of the Lease Agreements
                    and in relation to the Business may be withdrawn at any
                    time, up to the amount of those insurance proceeds in the
                    Proceeds Account at that time, to pay such repair and
                    replacement costs;

            (ix)    transfers of advances made under the Senior Capital
                    Expenditure Facility and other amounts required to be paid
                    into the Capital Expenditure Reserve Account including,
                    without limitation, under clause 3.9(b)(i);

            (x)     Discretionary Capital Expenditure;

            (xi)    reduction of amounts owing under the Senior Working Capital
                    Facility;

            (xii)   provided that clause 3.7 does not apply and subject to the
                    provisions of clause 3.9(b), payments or distributions of
                    Available Cash as permitted under clause 3.10(a),

            but none of the Borrower, ARG, AWR or ASR may make a withdrawal for
            Discretionary Capital Expenditure unless the relevant Transaction
            Party has a binding commitment to pay the relevant amount at the
            time of the proposed withdrawal, or make a withdrawal pursuant to
            paragraph (xii) of this clause, at a time when a Potential Event of
            Default is subsisting.

            No Transaction Party will make any other withdrawals or transfers
            from the Proceeds Accounts.

3.9  Undertakings relating to Capital Expenditure Reserve Account

     (a)    (Capital Expenditure Reserve Account)

            The Borrower undertakes to each of the Agent, the Security Trustee
            and each Financier that before Financial Close the Borrower will
            establish in its name an Australian dollar account with the Account
            Bank styled - ARG Capital Expenditure Reserve Account on terms that:

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                                                                             48.

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              (i)   at any time while an Event of Default or a Potential Event
                    of Default subsists the Agent may take exclusive control of
                    the operation of the Capital Expenditure Reserve Account by
                    notice to the Account Bank and the Borrower so that while an
                    Event of Default or a Potential Event of Default subsists
                    only Authorised Officers of the Agent may authorise
                    withdrawals or transfers from the Capital Expenditure
                    Reserve Account and those Authorised Officers will be the
                    sole signatories to the Capital Expenditure Reserve Account
                    and the Borrower must facilitate the control by the Agent of
                    the Capital Expenditure Reserve Account with the Account
                    Bank and provide the necessary authorisations to the Account
                    Bank; and

              (ii)  the Borrower will not make any withdrawals or transfers from
                    the Capital Expenditure Reserve Account except as permitted
                    by this clause 3.9.

          (b) (Payments into Capital Expenditure Reserve Account)

              (i)   During the period from Financial Close to the Permitted
                    Payment Date, all amounts which would have been available
                    for Permitted Payments, but for this clause, must be paid
                    into the Capital Expenditure Reserve Account.

              (ii)  The Borrower must pay the total principal amount of any Loan
                    drawn under clause 5.3(f)(iv) only of the Subscription
                    Agreement in relation to the Senior Capital Expenditure
                    Facility directly into the Capital Expenditure Reserve
                    Account on the Drawdown Date of that Loan.

              (iii) For the period from Financial Close to 31 December 2001, no
                    Permitted Payments will be made even if the Capital
                    Expenditure Reserve Account is funded to $50 million during
                    that period.

              (iv)  For the period from 31 December 2001 to the Permitted
                    Payment Date, no Permitted Payments will be made.

          (c) (Payments out of Capital Expenditure Reserve Account)

              Subject to paragraph (a), the Borrower will be permitted to
              withdraw amounts from the Capital Expenditure Reserve Account
              only:

              (i)   as permitted in accordance with paragraph 1 of schedule 5;

              (ii)  during the period from 31 December 2002 to 31 December 2003
                    up to a maximum amount of $30 million, for use as permitted
                    in accordance with the Capital Expenditure Plan; and

              (iii) after 31 December 2003, without limitation, for use as
                    permitted in accordance with the Capital Expenditure Plan.

              All amounts withdrawn from the Capital Expenditure Reserve
              Account will be paid into the AWR Proceeds Account.

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                                                                             49.

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3.10 Distributions

     (a)  (Permitted Payments) Subject to clause 3.9(b), Available Cash on a
          Quarterly Date may be distributed or paid to or for the benefit of a
          Holding Company or a Mortgagor with respect to its shareholding in a
          Transaction Party or a Subordinated Lender with respect to the
          Subordinated Payment Obligations if (and only if) the following
          conditions are satisfied:

          (i)   no Event of Default or Potential Event of Default has occurred
                and is subsisting or would result from the payment of the
                Permitted Payment;

          (ii)  a Ratio Certificate for that Quarterly Date has been delivered
                to the Agent under clause 3.1 and 3.4(d) and either:

                (A)  no Financier (acting reasonably) has disputed (by notice to
                     the Agent and the Borrower) the content of that Ratio
                     Certificate within 5 Business Days of its receipt from the
                     Agent, on the basis that the ICR is or may be less than the
                     Lock-Up ICR; or

                (B)  a Financier has disputed the content of a Ratio Certificate
                     in accordance with subparagraph (A), and the dispute has
                     been withdrawn or it has been determined in accordance with
                     clause 3.10(b);

          (iii) the Permitted Payment must be made no earlier than the expiry of
                10 Business Days from delivery of the Ratio Certificate to the
                Agent and no later than 20 Business Days after the requirements
                of subparagraphs (i), (ii), (iv), (v) and (vi) have been
                satisfied;

          (iv)  the date of the proposed Permitted Payment must be a date after
                the Permitted Payment Date;

          (v)   the ICR calculated for that Quarterly Date (or, if clause 3.7(a)
                applies, for that Quarterly Date and the immediately preceding
                Quarterly Date) must be greater than the Lock-Up ICR;

          (vi)  the Permitted Payment does not exceed the amount of Available
                Cash as at that Quarterly Date; and

          (vii) not more than one Permitted Payment is made in respect of each
                Quarter.

     (b)  (dispute resolution) If a Financier disputes the content of a Ratio
          Certificate in accordance with clause 3.10(a)(ii)(A), the Borrower,
          the Agent and the relevant Financier must meet forthwith and negotiate
          in good faith to settle the dispute, provided that if the dispute is
          not settled within 5 Business Days of receipt of notice by the
          Borrower of the dispute, the dispute will be referred forthwith to an
          independent firm of chartered accountants of international standing
          appointed by the Agent after consultation in good faith with the
          Borrower which firm will act as an expert. The Borrower and Agent will
          direct the firm to give its expert determination within 10 Business
          Days of the dispute being referred to it.

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                                                                             50.

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       (c)    (Franking credit) If at any time ARG has franking credits
              available to it but is unable to make a Permitted Payment in the
              form of a dividend as a result of the application of clause 3.7 or
              clause 3.9(b), or both, the Senior Lenders acknowledge that a
              Permitted Payment will occur upon the declaration by the directors
              of ARG of a dividend to the Holding Companies of an amount equal
              to the lesser of:

              (i)    the amount that but for the application of clause 3.7 or
                     clause 3.9(b), or both, would otherwise have been available
                     for distribution as a Permitted Payment under paragraph
                     (a); and

              (ii)   the maximum amount available to be distributed as fully
                     franked dividends calculated by reference to the franking
                     credits available to ARG,

              which dividend amount will immediately be reinvested in ARG either
              by way of share subscription or the provision of Subordinated
              Debt. For the avoidance of doubt, no cash payments from or into
              the Proceeds Accounts are permitted or contemplated to give effect
              to this paragraph (c).

3.11   Authorised Investments

       (a)    (Investment) Despite any other provision of this document the
              Borrower, or the Transaction Party which holds the relevant
              Project Account, may invest or procure the investment of the
              credit balance of each Project Account in Authorised Investments
              so long as no Event of Default or Potential Event of Default
              subsists.

       (b)    (Proceeds) All proceeds, income or accretions in respect of
              Authorised Investments must be credited directly to the Proceeds
              Accounts. The Borrower must give appropriate directions for this
              to occur.

       (c)    (Duties of Borrower)  The Borrower will:

              (i)    bear the risk of any loss in value of any Authorised
                     Investment;

              (ii)   if an investment ceases to be an Authorised Investment for
                     any reason as soon as practicable change the investment to
                     an Authorised Investment;

              (iii)  select maturity dates and amounts for each Authorised
                     Investment consistent with the profile of the Borrower's
                     payment obligations;

              (iv)   deliver all documents of title to each Authorised
                     Investment to the Security Trustee (or, where the
                     investment is made through Austraclear or another
                     securities system whose rules require lodgment of the
                     documents of title with the system, pledge all documents of
                     title to the Security Trustee in accordance with those
                     rules); and

              (v)    provide the Agent on its request with a schedule setting
                     out the nature of the Authorised Investments.

       (d)    (Valuation) In determining the credit balance of a Project Account
              for any purpose the Agent may determine the current value of any
              Authorised Investments made in respect of it. To do that the Agent
              may, but is not obliged to,

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                                                                             51.

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          seek market quotes and take account of movements in market rates since
          the time the Authorised Investments were made.

     (e)  (Monitoring) The Agent is not obliged to monitor the value of any
          Authorised Investment.

     (f)  (Realisation) The Agent may at any time liquidate, or require the
          Borrower to liquidate, any Authorised Investments if at that time the
          Borrower or the relevant Transaction Party would not be permitted to
          invest in new Authorised Investments under paragraph (a), in which
          case the proceeds from the Authorised Investment will be credited to
          the Project Accounts.

3.12 Accession of Westrail Companies and New Group Entities

     (a)  On or before 31 January 2001, the Borrower will procure that each
          Westrail Company accedes to this document as a New Group Entity.

     (b)  Each time the Borrower requires a Westrail Company or a subsidiary to
          become a New Group Entity, the Borrower will deliver to the Agent an
          Accession Deed appropriately completed and executed by the relevant
          Westrail Company or New Group Entity, as the case may be, and by the
          Borrower on behalf of itself, the Sponsors, the Subordinated Lenders
          and the Mortgagors.

     (c)  The Agent on behalf of itself, the Security Trustee and each
          Financier, shall:

          (i)   execute the Accession Deed; and

          (ii)  execute any other documents, and do anything else, which is
                necessary or desirable to effect the accession contemplated by
                that Accession Deed.

     (d)  The Security Trustee and each Financier irrevocably authorises the
          Agent to do on its behalf the things referred to in paragraph (c). The
          Sponsors, the Mortgagors and the Subordinated Lenders irrevocably
          authorise the Borrower to do on their behalf the things referred to in
          paragraph (b).

     (e)  The accession of any Westrail Company or New Group Entity to this
          document shall be of no effect until the Agent has received evidence
          in a form required by the Agent of that party's agreement to be bound
          by the obligations under any notice delivered by the Agent under
          clause 3.5 which has been accepted in accordance with clause 3.5.

     (f)  Subject to paragraph (e), on the "Accession Date" referred to in the
          Accession Deed, the relevant Westrail Company or New Group Entity, as
          the case may be, accedes to, and becomes a Transaction Party for all
          purposes of, this document.

     (g)  Each party to this document shall receive an original counterpart of
          any Accession Deed executed in accordance with this clause.


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4.   PAYMENTS

4.1  Manner of Payment

     Each of the Borrower and the Mortgagors shall make each payment due from it
     to the Agent, the Security Trustee or a Financier:

     (a)  under this document;

     (b)  if specified in a Finance Document that a payment under that Finance
          Document will be made in accordance with this clause 4; and

     (c)  if the Agent makes a declaration under clause 9.2, under each other
          Finance Document,

     to the Agent for the account of the Agent, the Security Trustee or that
     Financier:

     (d)  unless paragraph (e) applies, on or before 12.00 noon (local time in
          the place of payment) on the due date for payment, in Immediately
          Available Funds, to whatever address or account in Australia the Agent
          advises (the advice to be given not later than 3 Business Days before
          the payment is made) to the Borrower or the relevant Mortgagor (as the
          case may be); or

     (e)  as the Agent may direct (the direction to be given not later than 3
          Business Days before the payment is due to be made), but the Agent may
          not direct payments to accounts outside Australia.

4.2  Grossing Up

     (a)  If at any time any applicable law requires the Borrower or the
          Mortgagors to make any deduction or withholding in respect of Taxes
          from any payment to the Agent (for its own account or for the account
          of the Financiers), the Security Trustee or the Financiers under this
          document or any other Finance Document, the Borrower or the relevant
          Mortgagor shall:

          (i)   notify the Agent, the Security Trustee or the Financiers of the
                nature of that requirement promptly after the Borrower or the
                relevant Mortgagor becomes aware of it;

          (ii)  ensure that any such deduction or withholding does not exceed
                the minimum amount legally required;

          (iii) pay to the relevant Government Agency the full amount of any
                such deduction or withholding within the time for payment
                allowed under applicable law;

          (iv)  unless the Tax is a Tax on the overall net income or capital
                gains of the Agent, the Security Trustee or a Financier, or is
                imposed as a result of the Financier's being an associate (as
                that term is defined in section 128F(9) of the Income Tax
                Assessment Act) of the Borrower, indemnify the Agent, the
                Security Trustee or the relevant Financier against the deduction
                or


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                                                                             53.

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                withholding by paying the Agent, the Security Trustee or the
                relevant Financier, at the time that payment is due, an
                additional amount that ensures that, after the deduction or
                withholding is made, the Agent, the Security Trustee or the
                relevant Financier receives a net sum equal to the sum which it
                would have received had no such deduction or withholding been
                made; and

          (v)   promptly deliver to the Agent, the Security Trustee or the
                Financiers copies of any receipts, certificates or other proof
                evidencing the amounts (if any) paid or payable in respect of
                any such deduction or withholding.

     (b)  The Agent, the Security Trustee, the Financiers and the Borrower will
          promptly, after any of them becomes aware of such need, consult in
          good faith in order to avoid or minimise, to the greatest extent
          possible, a need (including a future need) for the deduction or
          withholding and indemnity under paragraph (a).

4.3  Repayment after Consultation

     If the Borrower is or will be obliged to pay any amount under clause 4.2 to
     a Financier with respect to any financial accommodation provided by the
     Financier under the Finance Documents to, or for, the account of the
     Borrower, the Borrower, may prepay or repay, that financial accommodation
     by giving notice to that Financier or the Agent. The Borrower will make the
     repayment or prepayment under this clause in accordance with the terms of
     the relevant Finance Document. If the Finance Document specifies that any
     notice of repayment or prepayment is to be given to the Agent, then, for
     the purposes of this clause, the notice can be given to the Financier that
     the Borrower wishes to repay or prepay. The Borrower must give a copy of
     that notice to the Agent at the same time.

4.4  Currency of Payments

     Unless the Agent agrees otherwise, each of the Borrower and the Mortgagors
     shall make all payments to be made by it under the Finance Documents in
     Australian dollars.

4.5  Tax Credit

     (a)  If the Borrower or a Mortgagor:

          (i)   makes a deduction or withholding in respect of Taxes from any
                payment under this document or any other Finance Document; and

          (ii)  is required to gross up that payment under clause 4.2,

          and the Agent, Security Trustee or a Financier:

          (iii) receives a credit against, remission for or repayment of any tax
                payable by it which is referable to that deduction or
                withholding; and

          (iv)  is satisfied that it can make a reimbursement to the Borrower or
                that Mortgagor under this subclause without prejudicing its
                right to the credit, remission or repayment,


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                                                                             54.

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          then the Agent, Security Trustee or that Financier must reimburse to
          the Borrower or that Mortgagor, the proportion of the credit,
          remission or repayment that will leave it in no worse an after-tax
          position than it would have been in if the deduction or withholding
          had not been required, taking into account the time at which any Taxes
          are payable and at which it actually received the benefit of the
          credit, remission or repayment.

     (b)  The Agent, the Security Trustee or the Financiers must make a
          reimbursement under this subclause promptly after they actually
          receive the benefit of the relevant credit, remission or repayment, as
          decided by it.

     (c)  The Borrower or the Mortgagors are not entitled to enquire into, or
          raise any objection to, the manner in which the Agent, the Security
          Trustee or the Financiers organise their tax affairs.

4.6  Distribution by Agent

     The Agent shall promptly distribute amounts received under clause 4.1 for
     the account of the Agent, the Security Trustee or one or more Financiers in
     accordance with their respective entitlements. A payment under this clause
     shall be made:

     (a)  in Immediately Available Funds, to whatever address or account in
          Australia the party entitled advises (the advice to be given not later
          than two Business Days before the date of payment) to the Agent; and

     (b)  on the day that the Agent receives the relevant amount if it is
          received by 3.00 pm on a Business Day (local time in the place of
          receipt), otherwise no later than the next Business Day.

4.7  Distribution of Actual Receipts

     The Agent is not obliged to pay any amount to, or on behalf of, any party
     until it is satisfied that it has received that amount from the party
     obliged to pay it. However, the Agent may assume that the amount has been
     or will be paid to it in accordance with this document. If the Agent pays
     any amount to or on behalf of a party, but determines later that it had not
     already received that amount from the party obliged to pay it:

     (a)  the party receiving the amount shall refund or reimburse that amount
          to the Agent on demand; and

     (b)  the party receiving the amount, or (at the option of the Agent) the
          party who should have made the amount available, indemnifies the Agent
          against, and shall pay the Agent on demand the amount of, all
          reasonable losses, liabilities, costs and expenses incurred by the
          Agent as a result of it having paid that amount before receiving it.

4.8  Effect of Payment to Agent

     A payment by the Borrower to the Agent for the account of a Financier
     satisfies the Borrower's obligation to that Financier except to the extent
     that:

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                                                                             55.

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     (a)    the Agent, the Security Trustee or that Financier is obliged to
            share the payment with another party in accordance with this
            document; or

     (b)    the Agent, the Security Trustee or that Financier is obliged to
            refund the payment under any applicable law (whether relating to
            insolvency or otherwise).

4.9  Application of Money

     (a)    Subject to clause 4.9(b), the Agent shall apply any amount received
            by it under a Finance Document in accordance with that Finance
            Document.

     (b)    If an Event of Default has occurred and is subsisting, the Agent or
            the Security Trustee, as the case may be, shall apply any amount
            received by it under clause 4.1 or recovered under a Security:

            (i)    first, to the extent that the amount is recovered under a
                   Security, in accordance with that Security;

            (ii)   next, towards payment to the Security Trustee and the Agent
                   of fees due to them for their own account;

            (iii)  next, towards payment to the Security Trustee and the Agent
                   (each in that capacity) of amounts due to it under clause 16;

            (iv)   next, towards payment to the Financiers of amounts due to
                   them under clause 16; and

            (v)    next, towards payment to the Financiers of any other Secured
                   Money,

            in each case (subject to paragraph (c)) rateably in accordance with
            their respective entitlements, and the surplus (if any) belongs to
            the Borrower or other persons entitled to it and:

            (vi)   the surplus shall accrue interest at the Agent's standard
                   deposit rate for amounts equal to the amount of that surplus;
                   and

            (vii)  the Agent must pay the surplus together with the interest
                   accrued thereon to the Borrower or other persons entitled to
                   it and is then under no further liability in respect of it.

     (c)    If:

            (i)    a Financier agrees in any intercreditor document or
                   instrument that it will rank in priority behind any other
                   Financier specified for that purpose in the intercreditor
                   document or instrument; and

            (ii)   the Agent is reasonably satisfied (as conclusively evidenced
                   by its execution of that intercreditor document or
                   instrument) that this will not materially prejudice any other
                   Financier (or, if it does, that that Financier has consented
                   to this),

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                                                                             56.

<PAGE>

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            paragraph (b)(v) is to apply so that payment is made to the
            Financiers in the order of priority established by that
            intercreditor document or instrument.

     (d)    If the Agent is required to apply money in accordance with paragraph
            (a) or (b) towards payment of obligations which are future or
            contingent, or have accrued but are payable at a future time, it
            shall withhold a corresponding proportion of those moneys until such
            time as:

            (i)    the obligation becomes actually due for performance; or

            (ii)   in the case of future or contingent obligations, it is
                   satisfied that the obligation will not become actually due
                   for performance,

            at which time the Agent shall apply the relevant amount in
            accordance with paragraph (a) or (b)

5.   CONTRACTUAL SUBORDINATION

5.1  Subordination of Subordinated Payment Obligations to Senior Debt

     Subject to this document, including the entitlement to make Permitted
     Payments in accordance with clause 3.10, and despite anything to the
     contrary in any Subordinated Loan Agreement or any other document,
     agreement or arrangement, a Subordinated Payment Obligation is not payable
     or otherwise capable of satisfaction until the Agent, certifies that:

     (a)    the Senior Debt is irrevocably satisfied in full and there is no
            reasonable likelihood that the Financiers may be required to
            disgorge any payment or other satisfaction it has previously
            received on account of the Senior Debt; and

     (b)    no further Senior Debt will come into existence after that date,

     and each Subordinated Loan Agreement, and any other document, agreement or
     arrangement relating to the Subordinated Payment Obligation, is amended
     accordingly.

5.2  Transaction Party may not discharge Subordinated Payment Obligation

     While any Senior Debt is outstanding or any Commitment still subsists, a
     Transaction Party must not:

     (a)    (subject to clauses 5.14 and 5.24) pay, repay, make any distribution
            in respect of, purchase or otherwise acquire any Subordinated
            Payment Obligations in cash or kind (including by way of set off),
            except for Permitted Payments;

     (b)    create or permit to exist any Security Interest (other than a
            Permitted Security Interest) over any of its property that secures
            any Subordinated Payment Obligations; or

     (c)    take or omit any action that may impair the subordination
            contemplated by this clause 5,

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     without the consent of the Agent and the Security Trustee.

5.3  Subordinated Lenders not to receive payments

     While any Senior Debt is outstanding or any Commitment still subsists, the
     Subordinated Lenders must not:

     (a)    (subject to clauses 5.14 and 5.24):

            (i)    demand or receive payment or repayment of or any distribution
                   in respect or on account of, or sell or otherwise dispose of
                   any Subordinated Payment Obligations in or for cash or kind
                   from a Transaction Party or any other source (including by
                   way of set-off); or

            (ii)   apply any money or property in discharge of any Subordinated
                   Payment Obligations (including by way of set-off),

            except (in each case) for Permitted Payments or as permitted under
            clause 5.3(c) or 5.4(d) or where the amount received is less than or
            equal to an amount received by the Transaction Party for shares (not
            being redeemable shares) issued by the Transaction Party;

     (b)    permit to exist or receive any Security Interest (other than a
            Permitted Security Interest) over any assets subject to the Security
            Interests created by the Securities that secures any Subordinated
            Payment Obligations;

     (c)    permit to exist or receive any Guarantee or other assurance against
            loss in respect of any Subordinated Payment Obligations owing to it
            except from another Subordinated Lender or from another person ("Non
            Recourse Surety") who has waived any right of indemnity or recourse
            to the Transaction Party with respect to the Guarantee or assurance
            against loss; or

     (d)    permit any Subordinated Payment Obligations to be evidenced by a
            negotiable instrument unless the instrument is expressed on its face
            to be subject to the Financiers' rights under this document and is
            deposited with the Security Trustee,

     without the consent of the Agent and the Security Trustee.

5.4  Subordinated Lenders not to compete with Financiers

     While any Senior Debt is outstanding or any Commitment still subsists, the
     Subordinated Lenders must not, whether because of any matter contemplated
     by this document or otherwise:

     (a)    share in any Guarantee, Security Interest or money received or
            receivable by any Financier (or any trustee or agent on its behalf)
            or stand in the place of the Financiers in relation to any
            Guarantee, Security Interest or right to receive money;

     (b)    take any steps to enforce a right or claim against any Transaction
            Party relating to any money paid by the Subordinated Lenders to the
            Financiers under this document;

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                                                                             58.

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     (c)  have or exercise any rights as surety in competition with the
          Financiers;

     (d)  receive, claim or have the benefit of any payment (including a payment
          under a Guarantee), distribution or Security Interest from or on
          account of any Transaction Party or any other person in relation to
          the Subordinated Payment Obligations other than:

          (i)  from another Subordinated Lender or from a Non Recourse Surety;
               or

          (ii) Permitted Payments;

     (e)  in reduction of its liability under this document, raise a defence,
          set-off or counterclaim available to itself, any Transaction Party or
          a co-surety or co-indemnifier against the Financiers or claim a
          set-off or make a counterclaim against the Financiers; or

     (f)  claim to be entitled by way of contribution, indemnity, subrogation,
          marshalling or otherwise to the benefit of any document or agreement
          to which a Financier is a party,

     without the consent of the Agent and the Security Trustee.

5.5  No liability of Financiers

     The Financiers are not liable for any loss suffered by the Subordinated
     Lenders as a direct or indirect result of:

     (a)  the Financiers' exercise or attempted exercise of, or failure to
          exercise, any of their rights contained in this document;

     (b)  any release or dealing with any other Guarantee or Security Interest
          (including any prejudice to or loss of the Subordinated Lenders'
          rights of subrogation); or

     (c)  any failure to collect or preserve the Subordinated Payment
          Obligations.

5.6  Subordinated Lenders not to enforce any Subordinated Payment Obligations

     While any Senior Debt is outstanding or any Commitment still subsists, the
     Subordinated Lenders (unless clause 5.14 applies) must not:

     (a)  accelerate any Subordinated Payment Obligations or otherwise declare
          any Subordinated Payment Obligations prematurely payable on an event
          of default (however that term might be defined in a Subordinated Loan
          Agreement) or otherwise;

     (b)  enforce the Subordinated Payment Obligations by execution or
          otherwise; or

     (c)  initiate or support or take any steps which may lead to an Insolvency
          Event,

      without the consent of the Agent and the Security Trustee.

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5.7  Transaction Parties and Subordinated Lenders must not amend Subordinated
     Loan Agreements

     Neither the Transaction Parties nor the Subordinated Lenders may amend or
     permit the amendment of, or waive or permit any waiver under, any
     Subordinated Loan Agreement other than the Shareholders' Agreement without
     the consent of the Agent and the Security Trustee unless the amendment or
     waiver is necessary as a result of anything the Transaction Parties, or
     Subordinated Lenders are not prohibited from doing under this document.

5.8  Subordinated Lenders to provide information

     The Subordinated Lenders must:

     (a)  promptly notify the Agent if any event of default or potential event
          of default (however that term might be defined in a Subordinated Loan
          Agreement) occurs under any Subordinated Loan Agreement;

     (b)  notify the Agent upon request of the amount, nature and terms of the
          Subordinated Payment Obligations; and

     (c)  give the Agent copies of each Subordinated Loan Agreement as soon as
          it is entered into.

5.9  Memorandum on Subordinated Agreements

     The Subordinated Lenders must endorse a memorandum or otherwise expressly
     note the existence of this document on or in each Subordinated Loan
     Agreement (other than the Shareholders' Agreement).

5.10 Non-permitted payments to Subordinated Lenders

     If, despite their undertakings in this document:

     (a)  the Subordinated Lenders receive in cash or kind a payment or
          distribution in respect or on account of any Subordinated Payment
          Obligations from any Transaction Party, other than a Permitted
          Payment;

     (b)  the Subordinated Lenders receive in cash or kind the proceeds of any
          enforcement of any Security Interest (other than a Permitted Security
          Interest), or payment under any Guarantee which is not permitted under
          clause 5.3, in respect or on account of any Subordinated Payment
          Obligations; or

     (c)  any person makes in cash or kind any payment or distribution on
          account of the purchase or other acquisition of any Subordinated
          Payment Obligations which is not permitted under clause 5.3,

     the Subordinated Lenders must pay and distribute it to the Agent to be
     applied towards satisfaction of the Senior Debt until the Senior Debt is
     irrevocably satisfied in full.

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5.11     Non-permitted set-offs by Subordinated Lenders

         If any Subordinated Payment Obligations are discharged by set-off
         (other than by a Permitted Payment), the Subordinated Lenders must
         immediately pay an amount equal to the amount so discharged to the
         Agent, to be applied towards satisfaction of the Senior Debt until the
         Senior Debt is irrevocably satisfied in full.

5.12     Realisation of non-cash distributions by Financiers

         If a Financier receives any distribution (other than in cash) in
         respect or on account of the Subordinated Payment Obligation from any
         Transaction Party or any other source, that Financier must pay an
         amount equal to that distribution to the Agent to be distributed to the
         Financiers in accordance with this document and the Senior Debt will
         not be taken to be reduced by the distribution until, and except to the
         extent that, the realisation proceeds are applied towards satisfaction
         of the Senior Debt.

5.13     Transfer of distributions by Subordinated Lenders

         The Subordinated Lenders must, at their own expense, do anything
         (including the giving of notices), the Agent may reasonably consider
         necessary or desirable to transfer to the Agent all payments and
         distributions which must be turned over to the Agent under this
         document and must pay the amount of all losses, liabilities, expenses
         and Taxes (other than Taxes on the overall net income or capital gains
         of a Financier) in connection with the transfer.

5.14     Subordination on Insolvency Event

         If an Insolvency Event has occurred in relation to the Borrower:

         (a)   the Subordinated Payment Obligations are then immediately due and
               payable;

         (b)   the Security Trustee may:

               (i)   claim, enforce and prove for any Subordinated Payment
                     Obligations;

               (ii)  file claims and proofs, give receipts and take all
                     proceedings and do anything else the Agent, thinks
                     appropriate to recover any Subordinated Payment
                     Obligations; and

               (iii) receive all payments and distributions in respect of or on
                     account of any Subordinated Payment Obligations (including
                     in a liquidation of the Borrower) and apply them towards
                     satisfaction of the Senior Debt until the Senior Debt is
                     irrevocably satisfied in full,

               on behalf of the Subordinated Lenders;

         (c)   to the extent that the Agent is not entitled to do any of the
               things mentioned in paragraph (b), the Subordinated Lenders
               must do so promptly as directed by the Agent and not otherwise;

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                                                                             61.

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     (d)  the Subordinated Lenders must turn over to the Agent all payments and
          distributions in cash or in kind received or receivable by the
          Subordinated Lenders in respect of or on account of any Subordinated
          Payment Obligations in a liquidation of the Borrower to be applied
          towards satisfaction of the Senior Debt until the Senior Debt is
          irrevocably satisfied in full;

     (e)  the Subordinated Lenders must direct the trustee in bankruptcy,
          liquidator, assignee or other person distributing the property of the
          Borrower or its proceeds to pay all payments and distributions in
          respect of or on account of any Subordinated Payment Obligations
          direct to the Agent until the Senior Debt is irrevocably satisfied in
          full; and

     (f)  the Subordinated Lenders must do anything (including the giving of
          notices) the Agent may consider to be necessary or desirable to give
          full effect to this subclause.

5.15 Effect of Insolvency Event in relation to the Subordinated Lenders

     (a)  If an event of the type referred to in the definition of "Insolvency
          Event" has occurred in relation to any of the Subordinated Lenders,
          any amount paid by any of the Subordinated Lenders under this document
          (the "relevant payment") will only be applied against any obligations
          of the Subordinated Lenders if:

          (i)  the Agent, acting on the instructions of the Majority Financiers
               who form their opinion in good faith (which will be conclusively
               binding on the Subordinated Lenders) that the Agent will not be
               required to pay the relevant payment to any person under any law
               relating to bankruptcy, winding up or the protection of
               creditors; or

          (ii) a final judgment is given by a court of competent jurisdiction in
               favour of the Agent that it is not required to pay the relevant
               payment to any person under any law relating to bankruptcy,
               winding up or the protection of creditors.

     (b)  If an amount is applied against any obligations of the Subordinated
          Lenders and the Agent acting on the instructions of the Majority
          Financiers who form their opinion in good faith that the Agent is
          obliged to pay the relevant payment to any person under any law
          relating to bankruptcy, winding up or the protection of creditors:

          (i)  the Agent's rights are to be reinstated and will be the same in
               relation to that amount as if the application, or the payment or
               transaction giving rise to it, had not been made; and

          (ii) the Subordinated Lenders must immediately do anything (including
               the signing of documents) required by the Agent to restore to the
               Agent or the Security Trustee, as applicable, any Guarantee or
               Security Interest to which it was entitled from the Subordinated
               Lender immediately before that application or the payment or
               transaction giving rise to it.
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     (c)  Any discharge or release between the Agent or the Security Trustee, as
          applicable, and the Subordinated Lenders is subject to reinstatement
          of the Agent's or the Security Trustee's rights as applicable, under
          this subclause.

5.16 Preservation of Subordinated Lenders' obligations

     The obligations of the Subordinated Lenders under this clause are absolute,
     unconditional and irrevocable. They are not affected by any circumstance,
     act or omission that, but for this clause, might otherwise affect them at
     law or in equity or reduce, release or prejudice the subordination in this
     clause including:

     (a)  the grant of any time, waiver or other indulgence or concession;

     (b)  the discharge or release of any Transaction Party, the Subordinated
          Lenders or any other person;

     (c)  any transaction or arrangement that may take place between a Financier
          and any Transaction Party, the Subordinated Lenders or any other
          person;

     (d)  the occurrence of an event of the type referred to in the definition
          of "Insolvency Event" in relation to a Transaction Party, the
          Subordinated Lenders or any other person;

     (e)  the Financiers or any other person dealing or not dealing in any way
          with any other Guarantee, Security Interest, document or agreement
          (other than a dealing which is not permitted under them);

     (f)  the Financiers or any other person:

          (i)  exercising or not exercising any other Guarantee or Security
               Interest or any right or remedy conferred on it by law or in
               equity or by any document or agreement; or

          (ii) not recovering any money owing by a Transaction Party;

     (g)  any variation (including a variation which increases, or extends the
          duration of, the Senior Debt or the obligations of a Transaction Party
          or the Subordinated Lenders), replacement, extinguishment,
          unenforceability, failure, loss, abandonment or transfer of any
          document or agreement relating to the obligations of a Transaction
          Party, the Subordinated Lenders or any other person (including this
          document and any other Guarantee or Security Interest held by the
          Financiers from any person at any time but excluding any transfer
          which is not permitted by any such document or agreement);

     (h)  the obligations of the Subordinated Lenders, a Transaction Party or
          any other person under this document or any other document or
          agreement relating to the Senior Debt or this document (including any
          other Guarantee or Security Interest) being or becoming illegal, void,
          voidable, unenforceable or disclaimed by a liquidator or trustee for
          creditors or in bankruptcy;
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                                                                             63.

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     (i)  the Financiers not giving the Subordinated Lenders notice of any
          default by a Transaction Party or any other person;

     (j)  the Financiers not disclosing any information to the Subordinated
          Lenders;

     (k)  any representation made or information given by the Financiers to a
          Transaction Party or the Subordinated Lenders;

     (l)  any change in the legal capacity, rights or obligations of, or other
          circumstance related to, a Transaction Party, the Subordinated Lenders
          or any other person;

     (m)  any legal limitation, disability, incapacity or other circumstance
          related to a Transaction Party, the Subordinated Lenders or any other
          person;

     (n)  any invalidity or irregularity in the execution of this document, any
          Finance Document or any Subordinated Agreement or any deficiency in
          the powers of a Transaction Party, the Financiers or the Subordinated
          Lenders;

     (o)  any permitted assignment by the Financiers, with or without the
          knowledge of a Transaction Party or the Subordinated Lenders;

     (p)  any obligation of a Transaction Party being discharged by operation of
          law;

     (q)  any person who was intended to be bound as a guarantor or surety in
          relation to the Senior Debt not becoming bound or ceasing to be bound;

     (r)  any laches, acquiescence, delay, act, omission or mistake on the part
          of, or suffered by, the Financiers or any other person, in relation to
          this document or any other Guarantee, Security Interest, document or
          agreement;

     (s)  the receipt by the Financiers or any other person of any distribution
          or money after an Insolvency Event in relation to a Transaction Party,
          the Subordinated Lenders or any other person;

     (t)  any judgment or right which the Financiers may have or exercise
          against a Transaction Party, the Subordinated Lenders or any other
          person;

     (u)  the opening or operation of a new account by a Transaction Party with
          the Financiers or any other person;

     (v)  the amendment of the constitution, trust deed or other constituent
          document of a Transaction Party or any of the Subordinated Lenders;

     (w)  if a Transaction Party or the Subordinated Lenders are a member of a
          partnership, firm, joint venture or association, any change in the
          structure, membership, name or business of that partnership, firm,
          joint venture or association; or

     (x)  if a Subordinated Lender is a director or shareholder of a Transaction
          Party, any change in that directorship or shareholding.
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5.17 Continuity

     The obligations of each Transaction Party and the Subordinated Lenders
     under this clause are continuing obligations, and remain in full force
     until the Senior Debt has been irrevocably paid in full despite any
     transaction or other thing (including a settlement of account or
     intervening payment).

5.18 Immediate recourse

     The Subordinated Lenders waive any right they may have of first requiring
     the Financiers (or any trustee or agent on its behalf) to proceed against
     or enforce any other right, Guarantee or Security Interest or claim payment
     from any person before claiming the benefit of this clause.

5.19 Appropriations

     Until the Senior Debt has been irrevocably satisfied in full, the Agent
     may:

     (a)  apply any money or property received under the Finance Document or
          from the Borrower or from any other person towards satisfaction of the
          Senior Debt in any order it thinks appropriate; and

     (b)  apply any money or property received from the Borrower or from any
          other person (other than money or property received from the
          Subordinated Lenders under this document) towards satisfaction of any
          liability of the Borrower or that person (as applicable) owed to it
          other than the Senior Debt; and

     (c)  retain and carry to a suspense account and appropriate at the Agent's
          discretion any distribution or other money it receives from the
          Subordinated Lenders under this clause or on account of the
          Subordinated Lender's liability under this document for any time and
          on any terms the Agent determines to be appropriate.

5.20 New transactions between Borrower and Financier

     The Subordinated Lenders consent to, and have no remedy against the
     Borrower or the Financiers because of, any transaction entered into between
     the Agent and the Borrower that breaches or is an event of default or
     potential event of default (however that term might be defined in a
     Subordinated Loan Agreement) under any Subordinated Loan Agreement. The
     Subordinated Lenders must not object to the transaction because of any
     Subordinated Agreement.

5.21 Consents and waivers by the Financier

     Any consent or waiver granted by or on behalf of the Financiers will also
     be taken to have been given by the Subordinated Lenders if any transaction
     or circumstance, in the absence of the consent or waiver by the
     Subordinated Lenders, would breach any Subordinated Loan Agreement or
     constitute an event of default or potential event of default (however that
     term might be defined in a Subordinated Loan Agreement) under any
     Subordinated Loan Agreement.
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5.22   "Financiers" includes Agent and Security Trustee

       In this clause 5 any reference to the Financiers will be taken to mean
       the Agent, the Security Trustee and the Financiers.

5.23   No Charge or Trust

       Despite any other provision of this clause 5, nothing in this clause 5
       will be effective to create a mortgage, charge, other Security Interest
       or trust.

5.24   Debt/Equity conversions

       Nothing in clauses 3 and 5 prohibits or restricts any Subordinated
       Payment Obligations (in whole or in part) from being converted (whether
       by repayment of debt and issue of shares or otherwise) into shares (not
       being redeemable shares) in the relevant Transaction Party or vice versa.

6.     REDISTRIBUTION OF PAYMENTS BETWEEN FINANCIERS

6.1    Notice of Direct Receipts

       A Financier must notify the Agent promptly if it receives or recovers
       (including, without limitation, by exercising a banker's lien or right of
       set-off or combination of accounts) an amount payable under a Finance
       Document, setting out details of the receipt or recovery, unless:

       (a)    the amount is received from the Security Trustee or the Agent in
              accordance with the terms of a Finance Document;

       (b)    the amount is paid in accordance with clause 6.3; or

       (c)    the amount is paid by an assignee, transferee or sub-participant
              of the rights or obligations of that Financier.

6.2    Redistribution of Excess Payments

       If:

       (a)    a Financier is obliged to notify the Agent under clause 6.1 of an
              amount received or recovered by it; and

       (b)    that amount would have been distributed among the Financiers if it
              had been paid to the Agent,

       then:

       (c)    that Financier shall pay that amount to the Agent promptly; and

       (d)    the Agent shall distribute the amount received by it to the
              Financiers in accordance with their entitlements.

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6.3    Reimbursement following Clawback

       If:

       (a)    a Financier has made a payment to the Agent under clause 6.2 in
              respect of any amount received or recovered by it;

       (b)    the Agent has distributed that payment; and

       (c)    that Financier is obliged to refund all or part of that amount
              under any law relating to bankruptcy, winding-up or the protection
              of creditors,

       then, on demand by that Financier through the Agent, each other Financier
       shall repay to the Agent for the account of that Financier all, or the
       part corresponding to the proportion of the amount which that Financier
       is obliged to refund, of the amount distributed to it by the Agent.

6.4    Borrower Remains Liable

       As between the Borrower and a Financier, any amount which is:

       (a)    paid by that Financier to the Agent under clause 6.2; or

       (b)    repaid by that Financier to another Financier under clause 6.3,

       is taken not to have been paid to that Financier, and the Borrower shall
       owe to that Financier a debt which is equal to the payment (less any
       amount distributed or repaid to it under those clauses) and is due and
       payable immediately.

6.5    Failure of All Financiers to Join in Litigation

       (a)    A Financier that recovers an amount under a judgment obtained in
              legal proceedings taken by it (except where proceedings are taken
              by it without prior notice to the Agent) is not obliged to share
              that amount under clause 6.2 with any other Financier which is
              entitled to, but does not, either join in those proceedings or
              take and diligently prosecute legal proceedings in another court
              to enforce its rights under the Finance Documents.

       (b)    The share of a Financier not entitled to receive a distribution
              under clause 6.5(a) is to be distributed pro rata to the
              Financiers entitled to share in the distribution.

6.6    Amounts Received under the Subscription Agreement

       The above provisions of clause 6 apply to any amount that a Financier
       receives or recovers (including, without limitation, by exercising a
       banker's lien or right of set-off or combination of accounts) before a
       declaration is made under clause 9.2 in respect of any amount payable
       under the Deed Poll.

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7.     DEFAULT INTEREST

7.1    Borrower must pay interest

       (a)    The Borrower must pay interest on each amount that is not paid
              when due under a Finance Document, from (and including) the day on
              which it falls due to (but excluding) the day on which it is paid
              in full. This interest must be paid on demand.

       (b)    Interest on an unpaid amount under a Finance Document accrues each
              day in a Default Interest Period at the Default Rate for that
              Default Interest Period, and is capitalised (if not paid) on the
              last day of that Default Interest Period.

       (c)    This subclause does not affect the Borrower's obligation to pay
              each amount under a Finance Document when it is due.

7.2    Interest after judgment

       If a liability of the Borrower becomes merged in a judgment or order, the
       Borrower, as an independent obligation, must pay interest on the amount
       of that liability, from (and including) the date of the judgment or order
       until it is paid in full, at the higher of the rate that applies under
       the judgment or order and the rate calculated in accordance with clause
       7.1.

7.3    Accrual and calculation of interest

       Interest under this clause:

       (a)    accrues daily; and

       (b)    is calculated on the basis of the actual number of days on which
              interest has accrued and of a 365 day year.

8.     AGENT AND SECURITY TRUSTEE

8.1    Appointment of Agent and Security Trustee

       (a)    Each Financier and the Security Trustee acknowledges that the
              Security Trustee holds the benefit of the Securities, among other
              things, on trust for it on the terms of and in accordance with the
              Security Trust Deed and this document.

       (b)    Each Financier irrevocably appoints the Agent to act as its Agent
              for the purposes of this document and each other Finance Document
              under which the Agent is expressed to act as agent of the
              Financiers. The Agent accepts this appointment.

       (c)    The Agent and the Security Trustee are authorised by each
              Financier to:

              (i)    perform the duties expressly imposed on it by the Finance
                     Documents; and

              (ii)   exercise the Rights expressly given to it by the Finance
                     Documents or by any instructions from the Majority
                     Financiers (or, in the case of the Security Trustee, by
                     instructions of the Agent acting on the instructions of the

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                     Financiers as required under this document), and such other
                     Rights as are reasonably incidental to any of them.

              Subject to clause 8.19, this authorisation may not be varied or
              withdrawn.

       (d)    The Agent and the Security Trustee have no obligations in their
              respective capacities as agent and as trustee for the Financiers
              other than those expressly imposed on them by the Finance
              Documents.

       (e)    The Agent and the Security Trustee have the Rights, and are
              entitled to the indemnities and protections, given to agents and
              trustees by applicable law, except to the extent that the Finance
              Documents expressly provide otherwise.

8.2    Nature of Relationships with Borrower

       The Agent and the Security Trustee are not agents of, or trustees for any
       Transaction Party.

8.3    Instructions from the Majority Financiers

       (a)    Subject to the other provisions of this clause 8, the Agent and
              the Security Trustee must:

              (i)    except as otherwise specifically provided for in a Finance
                     Document, act in accordance with any instructions of the
                     Majority Financiers (or, in the case of the Security
                     Trustee, any instructions of the Agent acting on the
                     instructions of the Financiers as required under this
                     document); and

              (ii)   refrain from exercising a Right vested in it in its
                     capacity as agent or trustee under any Finance Document if
                     so instructed by the Majority Financiers (or, in the case
                     of the Security Trustee, if so instructed by the Agent
                     acting on the instructions of the Financiers as required
                     under this document),

              except in relation to amounts due to it in its own right. Any such
              instructions of the Majority Financiers are binding on all
              Financiers.

       (b)    Each of the Agent and the Security Trustee may refrain from
              exercising any Right vested in it under the Finance Documents
              until it has received instructions from the Majority Financiers
              (or, in the case of the Security Trustee, until it has received
              instructions from the Agent acting on the instructions of the
              Financiers as required under this document) as to whether it is to
              be exercised and, if applicable, the way in which it is to be
              exercised.

       (c)    When seeking instructions from Financiers, the Security Trustee or
              Agent (as applicable) must specify in writing a period within
              which instructions are to be provided. That period will be a
              reasonable period as specified by the Security Trustee or Agent
              (as applicable) in the request (having regard to the length of any
              cure period in a Finance Document, the reasonable requirements of
              the Borrower, the number of relevant Financiers, the time required
              to liaise with them, their credit requirements and customary
              procedures and the subject matter and urgency of the request) but
              will not exceed 30 days.

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       (d)    If a Financier does not provide instructions in writing within the
              period specified it will be taken to have an Exposure of nil for
              the purpose only of determining whether instructions have been
              given by the Majority Financiers. This paragraph will not apply
              where the instructions relate to an issue which requires approval
              of all Financiers.

       (e)    Subject to this document, a Financier may not exercise a Right
              under clause 9.2 unless the Agent or the Security Trustee, as the
              case may be, has been instructed to exercise that Right by the
              Majority Financiers or the relevant Financier, as the case may be,
              under clause 9.2 and fails to do so within a reasonable time or
              within the time period stipulated in the Finance Documents.

8.4    Security Trustee's General Undertakings

       The Security Trustee undertakes to the Financiers that it shall:

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

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

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

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

8.5    Information to Financiers, Agent and Security Trustee

       (a)    Each of the Agent and the Security Trustee shall:

              (i)    promptly provide each Financier with a copy of each
                     material document received by it under any Finance
                     Document; and

              (ii)   consult with the Financiers before giving any consent,
                     approval or discharge under any Security.

       (b)    Neither the Agent nor the Security Trustee is required to
              determine the accuracy or completeness of any document or copy
              which it receives, or which it provides to another party.

8.6    Occurrence of Events of Default

       (a)    Neither the Agent nor the Security Trustee is under any obligation
              to monitor or enquire whether any party is in breach of its
              obligations under any Finance Document.

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     (b)  The Agent and the Security Trustee are taken to have knowledge of the
          occurrence of an Event of Default only if a Financier or the Borrower
          informs them that such an event has occurred and gives details of the
          event.

8.7  Performance of Obligations

     Each of the Agent and the Security Trustee may:

     (a)  perform any of its obligations under the Finance Documents by or
          through its officers, employees or independent contractors. For the
          avoidance of doubt, neither the Agent nor the Security Trustee is
          responsible for any default, negligence or misconduct of any such
          independent contractors selected by it with reasonable care;

     (b)  obtain and pay, subject to indemnification as set out in paragraph (e)
          for expert advice and services as it thinks fit;

     (c)  refrain from doing anything which would, or in its reasonable opinion
          might, contravene any applicable law or any directive or request of
          any Government Agency (whether or not having the force of law) or
          constitute a breach of trust or of any proper practice relating to
          secrecy or confidentiality;

     (d)  do anything which, in its reasonable opinion, is necessary to comply
          with any applicable law or with any directive or request of any
          Government Agency (whether or not having the force of law); and

     (e)  refrain from exercising any Right under the Finance Documents until it
          has been indemnified or secured to its reasonable satisfaction against
          all losses, liabilities, costs and expenses (including legal fees)
          which it would or might incur as a result of doing so.

8.8  Agent and Security Trustee may Rely on Certain Matters

     Each of the Agent and the Security Trustee may rely:

     (a)  on any communication or document reasonably believed by it to be
          genuine, correct and duly signed;

     (b)  as to matters of fact which might reasonably be expected to be within
          the knowledge of a Transaction Part, on a certificate signed by an
          Authorised Officer of that Transaction Party; and

     (c)  on any advice or statement of any expert or attorney selected by it.

     The Security Trustee may rely on any instructions given to it by the Agent
     in relation to the Finance Documents as being instructions from the
     Majority Financiers (or all the Financiers, as the case may be).

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8.9  Agent and Security Trustee may Assume Certain Matters

     Each of the Agent and the Security Trustee may assume that any statement or
     representation made by any person in any Finance Document remains true
     unless a Financier or the Borrower notifies it to the contrary.

8.10 Offices of Financiers

     Each of the Agent and the Security Trustee may:

     (a)  assume that the Lending Office of each Financier is that set out in
          this document, schedule 1 to the Subscription Agreement or in a valid
          notice of assignment or substitution certificate contemplated by the
          Subscription Agreement, unless and until it receives a notice
          specifying another Lending Office that complies with the requirements
          of the Subscription Agreement; and

     (b)  act on any such notice until it is superseded by a further notice.

8.11 Identity of Financiers

     Each of the Agent and the Security Trustee may assume that each Financier
     is the beneficial owner of its Rights, and is bound by its Commitment or
     other obligations, under the Finance Documents, unless and until it
     receives a valid notice of assignment or substitution certificate
     contemplated by the Subscription Agreement with respect to that Financier.

8.12 Agent and Security Trustee Not Responsible for Monitoring

     (a)  Each Financier confirms that it:

          (i)   has made its own appraisal and investigation of the business,
                financial condition, status and affairs of the Borrower, the
                Sponsors and the Business;

          (ii)  is solely responsible for continuing that appraisal and
                investigation after the date of this document;

          (iii) has entered into this document without any inducement from the
                Agent or the Security Trustee; and

          (iv)  has made its own appraisal of its financial return under the
                Finance Documents.

     (b)  Each Financier confirms that it has not relied, and will not rely, on
          the Agent or the Security Trustee at any time to:

          (i)   provide it with any information concerning the business,
                financial condition, status or affairs of any Transaction Party,
                the Sponsors or the Business;

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          (ii)  investigate the adequacy, accuracy or completeness of any
                information provided by any Transaction Party or a Sponsor in
                connection with the Finance Documents (whether or not the
                information is circulated to the relevant Transaction Party or
                the Sponsor by the Agent or the Security Trustee); or

          (iii) assess or keep under review the business, financial condition,
                status or affairs of any Transaction Party, the Sponsors or the
                Business.

8.13 Disclosure of Information

     The Agent and the Security Trustee may disclose to the Financiers any
     information relating to the business, financial condition, status or
     affairs of any Transaction Party which comes into its possession in its
     capacity as Agent or Security Trustee, but is not obliged to do so except
     to the extent that the Finance Documents expressly provide otherwise.

8.14 Receipts and Business Activities

     The Agent and the Security Trustee may:

     (a)  retain for its own benefit any amount received by it for its own
          account; and

     (b)  accept deposits from, lend money or provide services to and generally
          conduct any banking or other business with any party to any Finance
          Document and any person connected with any such party, without having
          to account to the Financiers or any other person.

8.15 Agent and Security Trustee as Financier

     If the Agent or the Security Trustee is also a Financier at any time, it
     has the same rights and powers as a Financier, and may exercise those
     rights and powers, as if it were not acting as the Agent or the Security
     Trustee. The Security Trustee may engage in any kind of business with the
     Borrower, any Sponsor or any other person as if it were not the Security
     Trustee. The Security Trustee may receive consideration for services
     provided in such a business, without having to account to the Financiers.

8.16 Protection of Agent and Security Trustee

     Neither the Agent nor the Security Trustee nor any of their officers,
     employees, agents or related bodies corporate is responsible to any
     Financier for:

     (a)  any recital, statement, representation or warranty contained in any
          Finance Document, in any information memorandum or in any document or
          agreement referred to or provided for in, or received by it under, any
          Finance Document;

     (b)  the execution, validity, effectiveness, genuineness, enforceability or
          sufficiency of the Finance Documents or any document or agreement
          referred to or provided for in, or received by it under, any Finance
          Document; or

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     (c)  any failure by a Transaction Party or any surety for a Transaction
          Party to perform its obligations under the Finance Documents,

     or for any losses, liabilities, costs or expenses incurred as a result of:

          (i)   the performance or non-performance by it of its obligations; or

          (ii)  the exercise or non-exercise by it of its Rights,

     under any Finance Document, except to the extent that they are incurred as
     a result of:

          (iii) its or their fraud, wilful misconduct or gross negligence; or

          (iv)  its or their breach of trust, where it fails to show the degree
                of care and diligence required of it as fiduciary having regard
                to its Rights and obligations under the Finance Documents.

8.17 Agent and Security Trustee Indemnified by Financiers

     (a)  Each Financier severally indemnifies the Agent and the Security
          Trustee for its own account against, and shall pay the Agent and the
          Security Trustee on demand the amount of, its proportion (which equals
          the proportion which its Exposure bears to the total Exposures of all
          Financiers) of all losses, liabilities, costs, expenses (including,
          without limitation, legal fees on a full indemnity basis), damages and
          Taxes (other than Taxes on the overall net income or capital gains of
          a Financier) which the Agent or Security Trustee incurs in connection
          with the performance or attempted performance of its functions as
          Agent or Security Trustee, except to the extent that they are incurred
          as a result of the fraud, wilful misconduct or gross negligence of the
          Agent or Security Trustee.

     (b)  No payment by a Financier under this sub-clause affects the Borrower's
          obligations under clause 4.

8.18 Limited Recourse to Security Trustee

     (a)  Subject to paragraph (d):

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

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

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

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

                except:

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

                (D) if it has no right of indemnity from the Security Trust Fund
                    for the amount or damages because it has committed a breach
                    of trust (by failing to show the degree of care and
                    diligence required of a trustee having regard to its rights
                    and obligations under the Finance Documents).

     (b)  Subject to paragraph (d), the Financiers shall not take any step to:

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

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

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

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

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

          (vi)  exercise any:

                (A)  right of set-off;

                (B)  right to combine or consolidate accounts; or

                (C)  banker's lien,

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

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

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

     (d)  The other provisions of this clause 8.18 do not affect the Financiers'
          Rights to:

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

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

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

8.19  Change of Agent or Security Trustee

      (a)  Subject to this clause 8.19, the Agent or the Security Trustee may
           resign as agent or trustee by giving at least 30 days' notice to the
           other parties to this document.

      (b)  Subject to this clause 8.19, the Agent or the Security Trustee may be
           removed as agent or trustee by notice from the Majority Financiers
           which:

           (i)      is given to the Agent or the Security Trustee (as
                    applicable), each other Financier which did not form part of
                    the Majority Financiers who made that decision and the
                    Borrower; and

           (ii)     takes effect at least 30 days after the date of receipt of
                    such notice by the Agent or the Security Trustee (as
                    applicable), except where the Majority Financiers determine
                    that the Agent or the Security Trustee has failed to perform
                    its obligations under the Finance Documents.

      (c)  No resignation or removal under paragraph (b) takes effect until a
           successor Agent or Security Trustee (as applicable) has been
           appointed either:

           (i)      by the Majority Financiers with the Borrower's approval
                    (such approval not to be unreasonably withheld); or

           (ii)     where the Majority Financiers have not appointed (whether
                    from lack of Borrower's approval or otherwise) a successor
                    within 30 days of the date of receipt of the notice of
                    resignation, by the Agent or the Security Trustee,

           has accepted that appointment in a manner which binds it to perform
           the obligations of the Agent or the Security Trustee under the
           Finance Documents, and, in the case of the Security Trustee, has
           acquired legal title to the Security Trust Fund.

      (d)  The retiring Agent or Security Trustee shall, at its own cost,
           provide the successor Agent or Security Trustee with such documents
           and assistance as it reasonably requires for the purposes of
           performing its functions as Agent or Security Trustee under the
           Finance Documents.

      (e)  On the appointment of a successor Agent or Security Trustee:

           (i)      the successor Security Trustee succeeds to the position of
                    the retiring Agent or Security Trustee;

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           (ii)     the retiring Agent or Security Trustee is discharged from
                    any further obligations under the Finance Documents, but
                    without affecting any accrued rights or obligations;

           (iii)    the indemnities under the Finance Documents in favour of the
                    retiring Agent or Security Trustee survive with respect to
                    matters occurring before the appointment of the successor
                    Agent or Security Trustee, and the retiring Agent or
                    Security Trustee continues to have the benefit of this
                    clause 8; and

           (iv)     the successor Agent or Security Trustee and the other
                    parties to the Finance Documents have the same rights and
                    obligations as if the successor Agent or Security Trustee
                    had been a party to the Finance Documents.

8.20  Agent's and Security Trustee's Fee

      The Borrower agrees to pay the Agent and the Security Trustee such fees
      for acting as Agent and the Security Trustee as it agrees with the Agent
      in the Agency Fee Letter and with the Security Trustee, in a separate fee
      letter from time to time.

8.21  Amendment and Waiver by Agreement of the Majority Financiers

      (a)  Subject to the other provisions of this clause and clause 8.22, a
           Finance Document may be amended or supplemented, and any provision of
           a Finance Document may be waived, in writing by the parties to that
           document:

           (i)      with the agreement of the Borrower, the Majority Financiers,
                    the Agent and the Security Trustee; or

           (ii)     without the agreement of the Majority Financiers or Security
                    Trustee if the amendment, supplement or waiver is to correct
                    a manifest error or in respect of an issue of a minor nature
                    or is of a formal, administrative or technical nature only.

           Where the Majority Financiers are required to agree and so agree, the
           Agent may execute and give effect to the amendment, supplement or
           waiver on behalf of all Financiers.

      (b)  If an amendment, supplement or waiver is effected under this clause
           or clause 8.22:

           (i)      the Agent shall promptly notify each of the parties to this
                    document; and

           (ii)     it is binding on all the other parties to the Finance
                    Documents.

8.22  Amendment and Waiver by Agreement of all Financiers

      The agreement in writing of all Financiers is required for an amendment,
      supplement or waiver to a Finance Document which:

      (a)  relates to the definition of "Majority Financiers" in clause 1.1;

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                                                                             77.

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     (b)  extends the date for, changes the order for, or changes the amount of,
          any payment under the Finance Documents;

     (c)  increases a Financier's Commitment or other obligation to provide
          money;

     (d)  relates to this clause 8.22;

     (e)  relates to a provision which provides expressly that it may only be
          amended, supplemented or waived with the consent of all Financiers; or

     (f)  materially adversely affects the Securities (taken as a whole).

9.   ENFORCEMENT

9.1  Events of Default

     Each of the following unless waived by the Agent (acting on the
     instructions of the Majority Financiers) is an Event of Default:

     (a)  (no payment): a Transaction Party fails to pay when due any amount
          owing by it under the Finance Documents and that failure continues for
          more than 2 Business Days after the due date.

     (b)  (ICR): the ICR on any 2 consecutive Quarterly Dates falls below 1.2.

     (c)  (breach of obligations): the breach by a Transaction Party of:

          (i)       any non-payment obligations under the Finance Documents that
                    the Agent reasonably considers that Transaction Parties is
                    unable to remedy and that would have a Material Adverse
                    Effect; and

          (ii)      any other material non-payment obligations under the Finance
                    Documents and such breach is not remedied within 14 days
                    after the receipt by the defaulting Transaction Party of a
                    notice from the Agent specifying the failure and requiring
                    its remedy.

     (d)  (security unenforceable): any material obligation under any Security
          becomes unenforceable, illegal or invalid.

     (e)  (security interest):

          (i)       any Security is enforced or becomes enforceable; or

          (ii)      any Security Interest other than a Security:

                    (A)  is enforced; or

                    (B)  becomes enforceable where that would have a Material
                         Adverse Effect,

          against any asset of any Transaction Party.

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     (f)  (cross-default):

          (i)       Financial Indebtedness of any Transaction Party aggregating
                    at any point in time to at least $2 million or its
                    equivalent:

                    (A)  is not paid when due (or within an applicable grace
                         period); or

                    (B)  becomes due and payable before its stated maturity or
                         expiry as a result of a default event or an equivalent
                         circumstance and is not paid immediately by the
                         Transaction Party.

                    This sub-paragraph will not apply if the obligations to pay
                    the above Financial Indebtedness is being and continues to
                    be contested diligently and in good faith on reasonable
                    grounds by that Transaction Party by appropriate
                    proceedings;

          (ii)      a facility or obligation granted to the Transaction Party to
                    provide financial accommodation or to acquire or underwrite
                    Financial Indebtedness aggregating at any point in time to
                    at least $2 million or its equivalent is prematurely
                    terminated as the result of a default event or equivalent
                    circumstance relating to that Transaction Party and that
                    premature termination would have a Material Adverse Effect;
                    or

          (iii)     an event of default as defined in another Finance Document
                    occurs.

          For the purpose of this paragraph, if a person is required to provide
          cash cover for Financial Indebtedness as a result of an actual, likely
          or threatened default or an event of default or termination,
          cancellation, special prepayment or similar event, whatever called,
          that Financial Indebtedness will be taken to be due and payable, and
          when the cash cover is provided, the relevant Financial Indebtedness
          will be taken to have been paid. Subparagraphs (i) and (ii) above will
          not apply if the Transaction Party exercises an optional right of
          prepayment or termination or prepays or terminates by mutual consent
          of the relevant parties in either case in the absence of actual,
          likely or threatened default or an event of default or termination,
          cancellation, special prepayment or similar event, whatever called.

     (g)  (abandonment):

          (i)       any Transaction Party shuts down, suspends operations or
                    ceases or threatens to cease to carry on, own and to
                    maintain, without intention to resume the Business or a
                    material part of the Business; or

          (ii)      any event occurs which causes unreasonable interference (as
                    defined in the Lease Agreements) to the Business and that
                    event is not remedied within 120 days; or

          (iii)     the Business suffers an actual or constructive loss or
                    material damage,

          where in any such case that would have a Material Adverse Effect.

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     (h)  (illegality, etc): any material obligation of a Transaction Party
          under the Finance Documents becomes, for any reason, illegal, invalid
          or unenforceable unless the Borrower can demonstrate that alternative,
          legal obligations can be put in place to the satisfaction of the
          Agent.

     (i)  (compulsory acquisition): any Government Agency commences any action
          or otherwise takes steps which are reasonably likely to result in the
          compulsory acquisition of a portion of the Business which would have a
          Material Adverse Effect.

     (j)  (capital reduction): any Transaction Party passes a resolution,
          without the prior written consent of the Agent:

          (i)       for the reduction of its share capital;

          (ii)      to limit its ability to make calls on its uncalled share
                    capital; or

          (iii)     approving the purchase by the Transaction Party of any
                    shares in itself other than redeemable preference shares.

     (k)  (insolvency event):  an Insolvency Event occurs in relation to any
          Transaction Party.

     (l)  (representations inaccurate): any representation or warranty in a
          Finance Document is false, misleading or incorrect in any material
          respect when made or repeated.

     (m)  (amendment to governing legislation): any amendment to the WA Rail
          Legislation, the SA Rail Legislation or any replacement legislation
          governing the Business is introduced which affects the ability of the
          Group to meet its obligations under the Finance Documents where that
          would have a Material Adverse Effect.

     (n)  (key documents):

          (i)       any Project Document or Material Contract is amended without
                    the consent of the Agent where that amendment would have a
                    Material Adverse Effect; or

          (ii)      any Project Document is terminated or ceases to be in full
                    force and effect or any material obligation thereunder
                    becomes for any reason illegal, invalid or unenforceable or
                    any material default occurs thereunder which is not remedied
                    within 21 days or any applicable grace period or remedy
                    period allowed under the relevant Project Document, if
                    longer; or

          (iii)     any Material Contract is terminated or ceases to be in full
                    force and effect without the consent of the Agent (other
                    than where that Material Contract is replaced as
                    contemplated by clauses 3.1(o) and 3.3(b)(iii); or

          (iv)      any material obligation under a Material Contract becomes
                    for any reason illegal, invalid or unenforceable and such
                    occurrence would have a Material Adverse Effect; or

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          (v)  any default occurs under a Material Contract which is not
               remedied within 21 days where such failure to remedy would have a
               Material Adverse Effect.

     (o)  (material adverse change): any change occurs in the financial position
          of a Transaction Party or the Business, or any other event occurs,
          which in the opinion of the Majority Lenders would have a Material
          Adverse Effect.

     (p)  (ownership): the Sponsors cease to own and beneficially control at
          least 51% jointly and a minimum of 20% in respect of each Sponsor
          (directly or through a wholly-owned subsidiary) of the shares in each
          Transaction Party other than immediately following an initial public
          offering in relation to ARG in which case the Sponsors (directly or
          through a wholly-owned subsidiary) must own and beneficially control:

          (i)  the greater of:

               (A)  35% of the shares in ARG, jointly; and

               (B)  the lesser of:

                    (I)  more than the joint holding of the five largest
                         shareholders (excluding the Sponsors); and

                    (II) 51%,

                    of the shares in ARG, jointly; and

          (ii) a minimum of 10% of the shares in ARG, in respect of each
               Sponsor.

     (q)  (Authorisations): any Transaction Party ceases to be accredited as an
          owner or operator as the case may be) for the purposes of the Rail
          Safety Act or the Network Lessee ceases to be an "eligible company"
          under section 13(2) of the Act or any other Authorisation necessary
          for the Business or the Project is cancelled, suspended, found to be
          invalid, revoked, repealed, transferred, modified, amended, withdrawn
          or not renewed on expiry where in any such case that would have a
          Material Adverse Effect.

9.2  Consequences of an Event of Default

     (a)  If an Event of Default is subsisting, the Agent may (and shall if so
          directed by the Majority Financiers), or in the circumstances
          contemplated by clause 8.3(e) a Financier may, at any time, by notice
          to the Borrower, exercise any or all of the following Rights:

          (i)  declare that all the Secured Money is due and payable, in which
               case the Secured Money is immediately due and payable; or

          (ii) exercise any or all remedies available to it including set-off
               and application of all money on deposit in the Project Accounts.

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     (b)  If an Event of Default is subsisting under clause 9.1(a) with respect
          to any amount owing to a Senior Working Capital Facility Provider
          under a Senior Working Capital Facility Agreement, the Agent may (and
          shall if so directed by the Senior Working Capital Facility Provider)
          or in the circumstances contemplated by clause 8.3(e) the Senior
          Working Capital Facility Provider may, at any time, by notice to the
          Borrower, exercise any or all of the following Rights:

          (i)  declare that all moneys actually or contingently owing under a
               Senior Working Capital Facility (being part of the Secured Money)
               are due and payable, in which case those moneys are immediately
               due and payable; and

          (ii) exercise any or all remedies available to it including set off
               and application of all money on deposit in the Project Accounts.

     (c)  If an Event of Default is subsisting under clause 9.1(a) with respect
          to any amount owing to a Hedge Counterparty under an Interest Rate
          Hedging Agreement the Agent may (and shall if so directed by the Hedge
          Counterparty whose Interest Rate Hedging Agreement has been breached
          ("Relevant Hedge Counterparty")) or in the circumstances contemplated
          by clause 8.3(e), the relevant Hedge Counterparty may (without
          limiting any other rights it may have under the Interest Rate Hedging
          Agreement), at any time, by notice to the Borrower, exercise any or
          all of the following Rights:

          (i)  declare that all moneys owing under Relevant Hedge Counterparty's
               Interest Rate Hedging Agreement (being part of the Secured Money)
               are due and payable, in which case those moneys are immediately
               due and payable; and

          (ii) exercise any or all remedies available to it including set off
               and application of all money on deposit in the Project Accounts.

9.3  No Recourse

     Except to the extent that the Sponsors, Subordinated Lenders or Mortgagors
     have given any representations and warranties to the Agent, the Security
     Trustee or Financiers or have any express obligations to the Agent, the
     Security Trustee or the Financiers under the Finance Documents, there will
     be no recourse to the Sponsors, Subordinated Lenders or Mortgagors in
     respect of the Finance Documents.

9.4  Cash cover for contingent liabilities

     (a)  The Senior Working Capital Facility Provider shall hold by way of cash
          cover:

          (i)  any amount paid under clause 9.2(b)(i) in respect of the
               contingent liability under any Bank Guarantee (as defined in the
               Senior Working Capital Facility Agreement); and

          (ii) interest credited under this clause.

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     (b)  The Senior Working Capital Facility Provider may at any time apply any
          such money in or towards satisfaction of any sum at any time payable
          by the Borrower to the Senior Working Capital Facility Provider under
          or in relation to the Senior Working Capital Facility.

     (c)  Any money held under paragraph (a) (including interest) will accrue
          and be credited with interest at a rate and in the manner that the
          Senior Working Capital Facility Provider determines would apply to
          deposits at call (or of any other term specified by the Senior Working
          Capital Facility Provider) of a similar amount under its normal
          procedures.

     (d)  The balance of the money held under paragraph (c) (including interest)
          will only be repayable to the extent that on any date it exceeds the
          amount of the Secured Money payable to the Senior Working Capital
          Facility Provider (including without limitation the face value of any
          outstanding Bank Guarantees and all amounts which are then or may
          subsequently become contingently owing in respect of any Bank
          Guarantee). Whenever there is such an excess that excess will be
          payable on demand.

10.  CURRENCY INDEMNITY

     If, for any reason (including as a result of a judgment or order), an
     amount payable by the Borrower under or in respect of a Finance Document
     (the "Relevant Amount") is received by the Agent, the Security Trustee or a
     Financier in a currency (the "Payment Currency") that is not the currency
     in which the amount is expressed to be payable under that Finance Document
     (the "Required Currency") then the Borrower, as an independent obligation,
     must indemnify the Agent, the Security Trustee or the Financier against,
     and must pay it on demand the amount of, any shortfall between:

     (a)  the amount of Required Currency which the other party receives on
          converting the amount it received in the Payment Currency into an
          amount in the Required Currency in accordance with its usual practice;
          and

     (b)  the Relevant Amount in the Required Currency.

11.  INCREASED COSTS AND CHANGE OF LAW

11.1 Increased Costs

     (a)  If following:

          (i)  the introduction or commencement after 24 October 2000; or

          (ii) any change after 24 October 2000 in, or in the interpretation,
               application or administration of, or in the method of compliance
               by a Financier with,

     any law, regulation, order, official policy, directive, request,
     requirement or guideline of any central bank or government or any
     governmental, fiscal, monetary, supervisory or other authority, whether or
     not having the force of law but if not having the force of law observance
     of which is customary in accordance with the practice of responsible
     bankers in the relevant jurisdiction (including, without limitation, any
     form of reserve

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                                                                             83.

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     requirement, statutory reserve deposit, special deposit, variable deposit
     ratio, capital adequacy ratio, equity ratio, liquidity ratio, liabilities
     ratio or other requirement or restriction but excluding any tax imposed on
     the overall net income of a Financier), (in each case an "Increased Costs
     Event"), a Financier determines that in its reasonable opinion that
     Increased Costs Event has the effect of:

          (iii) increasing the Financier's effective cost of funding or
                maintaining its commitment, or reducing the Financier's or any
                of its holding companies' effective return or amounts received
                under or in respect of any Finance Document; or

          (iv)  reducing the Financier's or any of its holding companies' return
                on capital directly or indirectly allocated to its commitment
                (including because more capital needs to be allocated to any
                capital loan or its commitment or cannot be used elsewhere); or

          (v)   requiring a Financier to make a payment or to forgo interest or
                other return on or calculated by reference to an amount received
                or receivable under the Finance Documents then:

                (A)  when the Financier becomes aware of it, it or the Agent
                     must notify the Borrower; and

                (B)  within 30 days of demand, the Borrower must (unless it can
                     be proven that there is an error in determination of the
                     increased cost or its calculation) subject to this
                     paragraph pay the amount the Financier certifies is
                     necessary to compensate it or the relevant holding company
                     (as the case may be).

     (b)  A Financier must:

          (i)   at the request of the Borrower and at its cost, negotiate in
                good faith with the Borrower with a view to finding a means of
                avoiding the effect of the relevant circumstance, including by
                changing the Financier's Lending Office or transferring the
                Financier's rights and obligations to another financial
                institution acceptable to the Borrower; and

          (ii)  use reasonable endeavours to minimise any cost, reduction,
                payment or forgone interest or other return to the extent that
                it cannot otherwise be avoided.

     (c)  The indemnity in this clause 11.1 will not extend to prospective
          changes to any law, regulatory requirement, official directive,
          request or requirement which has been legislated at the date of this
          document if it was reasonably certain that the prospective change
          would become law or would take effect and it would be unreasonable for
          the relevant Financier not to have taken that change into account in
          determining its likely overall return.

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                                                                             84.

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11.2 Indirect Cost, Reduction or Payment

     A Financier may claim compensation under clause 11.1, not only for an
     additional cost, reduction or payment directly attributable to a Finance
     Document, but also for that proportion of any additional cost, reduction or
     payment which that Financier (acting reasonably) determines is fairly
     attributable to a Finance Document. In claiming such compensation a
     Financier will not seek to recover any amount from the Borrower which is
     rightly attributable to other borrowers.

11.3 Prepayment Following Increased Cost

     If the Borrower has received a notice from a Financier under clause 11.1,
     and that notice has not been withdrawn by a Financier, it may, by notice
     given to that Financier:

     (a)  terminate that Financier's obligation to provide its Commitment under
          one or all of the Facilities; and

     (b)  elect to prepay the Secured Money owed to that Financier.

11.4 Effect of Notice Following Increased Costs

     A notice given by the Borrower under clause 11.3:

     (a)  is effective upon receipt by a Financier;

     (b)  is irrevocable; and

     (c)  binds the Borrower to act in accordance with any election made in that
          notice.

11.5 Change of Law

     If, in the reasonable opinion of a Financier:

     (a)  a law or a directive or request (whether or not having the force of
          law) of any Government Agency not in effect at the date of Financial
          Close or, if later, the date it became a Financier (the "Relevant
          Date"); or

     (b)  an amendment after the Relevant Date to, or a change after the
          Relevant Date in the interpretation or application of, a law or a
          directive or request (whether or not having the force of law) of a
          Government Agency,

     makes or will make it illegal in any jurisdiction, or otherwise impossible,
     for a Financier to provide or continue to make one or more of the
     Facilities available, a Financier must as soon as reasonably practicable
     after that view is formed give notice (a "Change of Law Notice") to the
     Borrower that it considers that this has happened or that it will happen.

11.6 Date on which Future Change of Law will Occur

     If a Financier states in a Change of Law Notice that it considers that it
     will become illegal or impossible to provide or continue to make one or
     more of the Facilities available, the Financier may specify a date in that
     notice as the date on which it considers that this will

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                                                                             85.

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       happen. The Financier may also give further notices (each a "Follow-Up
       Notice") specifying:

       (a)    a date (or a different date) as the date on which it considers
              that this will happen; or

       (b)    that it has happened.

11.7   Termination of Financier's Obligations

       If a Financier gives a Change of Law Notice, its obligation to make the
       specified Facility or Facilities available terminates on the date on
       which it considers it will become illegal or impossible to provide or
       continue to make the specified Facility or Facilities available.

11.8   Prepayment before Change of Law

       If a Financier gives a Change of Law Notice or a Follow-Up Notice
       specifying a date on which it considers it will or has become illegal or
       impossible to provide or continue to make one or more of the Facilities
       available, the Borrower may:

       (a)    terminate that Financier's obligation to provide its Commitment
              under one or all of the Facilities; and

       (b)    elect to prepay the Secured Money owed to that Financier.

12.    GOODS AND SERVICES TAX

       (a)    Notwithstanding any provision of a Finance Document, the Borrower
              must in relation to any Taxable Supply under a Finance Document or
              relating to the Senior Facilities:

              (i)    pay the Agent, the Security Trustee or the Financiers, an
                     amount equal to the GST Exclusive Consideration multiplied
                     by the GST Rate, without deduction or set-off of any other
                     amount;

              (ii)   make that payment on the later of the date on which the
                     Agent, the Security Trustee or the Financiers forward to
                     the Borrower an Invoice relating to that payment and the
                     due date for payment of any part of the GST Exclusive
                     Consideration; and

              (iii)  indemnify on demand the Agent, the Security Trustee or the
                     Financiers from GST on each Taxable Supply to the extent
                     that the Agent, the Security Trustee or the Financiers have
                     not already been compensated under clause 12(a)(i) and
                     against any damage or cost arising from or caused by the
                     failure by the Borrower to pay any amount as required by
                     this clause; and

       (b)    the Agent, the Security Trustee or the Financiers must where
              appropriate under the GST Law and, whenever requested by the
              Borrower and at the cost and expense of the Borrower, issue an
              Invoice to the Borrower for the GST on each Taxable Supply, and
              must include in the Invoice the particulars required by the GST
              Law for the Borrower to obtain a credit for that GST.

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                                                                             86.

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13.    ASSIGNMENTS AND SUBSTITUTIONS

13.1   Successors and Assigns

       This document binds, and takes effect for the benefit of, each party and
       its successors, permitted assigns, transferees and substitutes.

13.2   Assignment by Borrower

       The Borrower may not assign or otherwise transfer the benefit of the
       Finance Documents or any of its rights, duties or obligations under the
       Finance Documents without the prior written consent of the Financiers.

13.3   Substitution by a Financier

       (a)    Subject to clause 13.4, a Financier may assign, novate, transfer
              or otherwise deal with its rights and obligations under the
              Finance Documents in an amount greater than $15 million with the
              consent of the Borrower (which must not be unreasonably withheld).

       (b)    The Borrower's consent under paragraph (a) is not required where:

              (i)    the novatee or assignee has a BBB+ or higher credit rating
                     assigned to it by S&P (or an equivalent rating by Moody's)
                     or is a wholly-owned subsidiary of a Financier;

              (ii)   there is no increased cost to the Borrower; and

              (iii)  the novatee or assignee has not been identified in writing
                     by the Borrower to the Agent as being commercially
                     unacceptable to the Borrower.

       (c)    The Borrower acknowledges that in forming a view about the
              commercial acceptability of potential assignees or novatees in
              accordance with paragraph (b):

              (i)    the Borrower must at all times act reasonably;

              (ii)   the Borrower will only form such view when the financial
                     institution in question has in previous dealings with the
                     Borrower acted oppressively towards the Sponsors when
                     compared with the standard of behaviour in commercial
                     dealings expected of reputable financial institutions; and

              (iii)  the number of potential assignees or novatees which the
                     Borrower considers to be commercially unacceptable must not
                     at any time in aggregate exceed 3.

       (d)    Nothing in this clause requires a Financier to transfer any of its
              rights and obligations under an Interest Rate Hedge Agreement
              together with any other rights or obligations under a Finance
              Document it proposes to transfer under this clause.

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                                                                             87.

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13.4   Sub-participation by a Financier

       A Financier may, without being required to obtain the Borrower's consent
       or to provide any prior notice to the Borrower, assign, transfer,
       sub-participate or otherwise deal with all or any part of its benefit
       under the Finance Documents to any person (including without limitation a
       trustee of a trust or a corporate vehicle established for the purposes of
       securitisation), provided that the Financier will remain the lender of
       record in respect of the Finance Documents.

13.5   Disclosure by a Financier

       The Financiers may, subject to the prior execution and delivery to the
       Borrower of a confidentiality agreement in a form reasonably acceptable
       to the Borrower, disclose to any assignee, transferee or sub-participant
       under this clause such information in relation to the Finance Documents,
       the Borrower or the Holding Companies as that person reasonably requires
       without being required to obtain the Borrower's consent or to provide any
       prior notice to the Borrower.

13.6   Procedure for Substitution

       (a)    A Retiring Financier may arrange to substitute a New Financier for
              itself in respect of any or all of its Commitment, its
              participation in the Principal Outstanding and its rights or
              obligations as a Financier under the Syndicated Senior Facilities
              Documents and this document by delivering to the Security Trustee
              five counterparts of a Substitution Deed executed (in the
              Australian Capital Territory, New South Wales or such other
              jurisdiction as the Borrower may reasonably require) by itself and
              by the proposed New Financier.

       (b)    Each party to the Syndicated Senior Facilities Documents and this
              document, including any party which has acceded to the Syndicated
              Senior Facilities Documents and this document, (other than the
              Retiring Financier and the proposed New Financier) irrevocably
              authorises the Security Trustee to:

              (i)    execute on its behalf a Substitution Deed delivered under
                     paragraph (a);

              (ii)   execute any other document, and do anything else on its
                     behalf, which the Security Trustee believes is necessary or
                     desirable to effect the Substitution.

       (c)    After receiving a Substitution Deed under paragraph (a), and the
              fee payable to the Security Trustee in accordance with clause 13.9
              the Security Trustee shall:

              (i)    notify the Borrower and the Agent;

              (ii)   countersign (in Australian Capital Territory, New South
                     Wales or such other jurisdiction as the Borrower may
                     reasonably require) the counterparts on behalf of all the
                     other parties to this document (except the Retiring
                     Financier and the proposed New Financier); and

              (iii)  retain one counterpart and deliver the others to the
                     Retiring Financier, the proposed New Financier, the Agent
                     and the Borrower.

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                                                                             88.

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       (d)    On the "Substitution Date" referred to in the Substitution Deed:

              (i)    the New Financier is, by novation, substituted for the
                     Retiring Financier in relation to those rights and
                     obligations of the Retiring Financier specified in the
                     Substitution Deed; and

              (ii)   the Retiring Financier is released from its obligations to
                     the extent stated in the Substitution Deed.

13.7   Consequences of Substitution

       If a Financier arranges a substitution in respect of any of its rights
       and obligations in accordance with this clause 13:

       (a)    references in the Syndicated Senior Facilities Documents and this
              document, to the Retiring Financier, as a "Lender" or otherwise
              (and the Retiring Financier's identity and address), are to be
              taken as references to:

              (i)    the Retiring Financier and the New Financier (and their
                     respective identities and addresses), in each case to the
                     extent of its Commitment and the related rights and
                     obligations; or

              (ii)   where the Retiring Financier has no further rights or
                     obligations, to the New Financier (and its identity and
                     address);

       (b)    all agreements, representations and warranties made in this
              document and each other Finance Document survive any substitution
              made under this clause 13.7, and take effect for the benefit of
              the New Financier and the Retiring Financier to the extent of
              their respective Commitment and the related rights and
              obligations;

       (c)    the Retiring Financier is not responsible to the New Financier for
              the performance by the Borrower of any of its obligations under
              the Finance Documents; and

       (d)    the Retiring Financier is not obliged to accept a re-assignment or
              re-transfer from the New Financier of any rights or obligations
              acquired by the New Financier under a Substitution Deed.

13.8   Borrower not responsible for costs

       The Borrower will not be responsible for any additional cost, liability
       or Tax which arises after an assignment of rights or transfer of
       obligations and which would not have arisen if the assignment or transfer
       had not occurred.

13.9   Security Trustee's Fee

       A Retiring Financier after primary syndication must pay to the Security
       Trustee an administration fee of $2,500.00 (together with GST of 10% on
       this amount) in respect of the substitution of its obligations under this
       document.

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                                                                             89.

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14.    SET-OFF

       If an Event of Default occurs and is subsisting, the Agent, the Security
       Trustee or a Financier, without notice to the relevant Transaction Party,
       may combine any account that the Agent, the Security Trustee or a
       Financier holds with that Transaction Party with, or set-off any amount
       that is or may become owing by that Transaction Party to the Agent, the
       Security Trustee or a Financier against, any amount owing by that
       Transaction Party to the Agent, the Security Trustee or the Financier
       under any Finance Document. For this purpose the Agent, the Security
       Trustee or the Financier may:

       (a)    change the terms (including the repayment date) of any account or
              other payment obligation between the parties;

       (b)    convert amounts into different currencies in accordance with the
              Agent's, the Security Trustee's or the Financier's usual practice;
              and

       (c)    do anything (including execute any document) in the name of that
              Transaction Party that the Agent, the Security Trustee or the
              Financiers consider necessary or desirable.

       This clause overrides any other document or agreement to the contrary.

15.    CONFIDENTIALITY

       Except to the extent expressly contemplated by a Transaction Document, a
       party may not disclose the contents or terms of any Finance Document or
       any information or documents received by it in connection with the
       negotiation of, or pursuant to the provisions of, any Finance Document
       without the consent of the Borrower (in the case of a disclosure by a
       Financier, the Security Trustee or the Agent) or the Agent (in the case
       of a disclosure by the Borrower, a Sponsor, a Holding Company, a
       Mortgagor, a Subordinated Lender or any other Transaction Party), except
       to the extent that:

       (a)    the information is available to the public generally (except as a
              result of a previous breach of this clause);

       (b)    that party is required to make the disclosure by law or under any
              administrative guideline, directive, request or policy whether
              having the force of law or not the observance of which, if not
              having the force of law, is in accordance with the practice of
              responsible persons similarly situated;

       (c)    the disclosure is necessary or advisable for the purpose of
              obtaining any Authorisation from any Government Agency;

       (d)    it is necessary or expedient that the disclosure be made to any
              taxation or fiscal authority;

       (e)    the disclosure is made on a confidential basis to the officers,
              employees or agents of that party or to the professional advisers
              of that party for the purpose of obtaining professional advice in
              relation to that Finance Document or the enforcement of it or
              otherwise for the purpose of consulting those professional
              advisers; or

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     (f)  the disclosure is required or desirable to be made in relation to any
          procedure for discovery of documents and any proceedings before any
          court, tribunal or regulatory body.

16.  COSTS AND GENERAL INDEMNITY

16.1 Indemnity

     The Borrower indemnifies, the Agent, the Security Trustee and each
     Financier against any claim or action, and must pay the Agent, the Security
     Trustee and each Financier on demand the amount of, all losses,
     liabilities, costs and expenses (including reasonable legal expenses on a
     full indemnity basis) and Taxes (other than Taxes on the overall net income
     or capital gains of a Financier) in connection with:

     (a)  the negotiation, preparation, execution, delivery, stamping and
          registration of the Finance Documents in accordance with, where
          applicable, any agreements on legal or consultant's fees (subject to
          the right of the other parties to seek the Borrower's agreement to an
          increased amount);

     (b)  the occurrence of any Event of Default or Potential Event of Default
          including any breach of warranty which constitutes an Event of
          Default;

     (c)  any exercise or attempted exercise of any Right consequent upon or
          arising out of the occurrence of any Event of Default or Potential
          Event of Default (including, without limitation, the engaging of
          consultants to assist in the evaluation of circumstances relevant to
          the determination of the occurrence of an Event of Default or
          Potential Event of Default);

     (d)  the administration, enforcement or attempted enforcement or
          preservation or attempted preservation of any Right, or the
          performance or attempted performance of any obligations, under or in
          relation to the Finance Documents including in relation to obtaining
          or receiving payment of any of the Secured Moneys;

     (e)  any amendment to, or any consent, approval, waiver, release or
          discharge of or under, any Finance Document (including all
          consultant's fees and costs which have been pre-agreed with the
          Borrower);

     (f)  any funding requested by the Borrower in accordance with the relevant
          Finance Document not being provided for any reason (including failure
          to fulfil any condition precedent but excluding any default by the
          Agent, the Security Trustee or the Financier); or

     (g)  a Financier receiving payments of principal in respect of any
          Financial Indebtedness before the last day of its due date for any
          reason, including prepayment under any Finance Document but excluding
          default by the Agent, the Security Trustee or the Financier.

     Without limitation the indemnity will cover any amount determined by the
     relevant Financier to be incurred by reason of the liquidation or
     re-employment of deposits or other funds acquired or contracted for by the
     relevant Financier to fund or maintain any

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                                                                             91.

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     amount (excluding loss of margin) and by reason of the reversing or
     termination of any agreement or arrangement entered into by the relevant
     Financier to hedge, fix or limit its effective cost of funding or
     maintaining any amount ("Break Costs").

     The relevant Financier will use all reasonable efforts to mitigate any loss
     it may incur as a consequence of the liquidation or re-employment of
     deposits or other funds or by reason of the reversing or termination of any
     agreement or arrangement, in each case as referred to in the previous
     paragraph.

17.  NOTICES

17.1 How to give a notice

     A notice, consent or other communication under this document is only
     effective if it is:

     (a)  in writing, signed by or on behalf of the person giving it;

     (b)  addressed to the person to whom it is to be given; and

     (c)  either:

          (i)   delivered or sent by pre-paid mail (by airmail, if the addressee
                is overseas) to that person's address;

          (ii)  sent by fax to that person's fax number and the machine from
                which it is sent produces a report that states that it was sent
                in full; or

          (iii) sent by email to the person's email address and an
                acknowledgement of receipt is generated by the recipient's email
                system.

17.2 When a notice is given

     A notice, consent or other communication that complies with this clause is
     regarded as given and received:

     (a)  if it is delivered or sent by fax:

          (i)   by 5.00 pm (local time in the place of receipt) on a Business
                Day - on that day; or

          (ii)  after 5.00 pm (local time in the place of receipt) on a Business
                Day, or on a day that is not a Business Day - on the next
                Business Day; and

     (b)  if it is sent by mail:

          (i)   within Australia - 3 Business Days after posting; or

          (ii)  to or from a place outside Australia - 7 Business Days after
                posting; and

     (c)  if it is sent by email, upon the sender contacting the recipient and
          confirming receipt.

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17.3 Address for notices

     A person's address, fax number and email address are those set out below,
     or in Schedule 1, or as the person notifies the sender:

     Agent:

     Australia and New Zealand Banking Group Limited

     Address:       ANZ Global Structured Finance - Agency Services
                    Level 17
                    530 Collins Street
                    Melbourne Vic 3000

     Facsimile:     (03) 9273 2111

     Attention:     The Manager (Westrail)

     Email:         scheerm@anz.com

     Security Trustee:

     ANZ Capel Court Limited

     Address:       C/- Julie Piper (Westrail)
                    Level 17
                    530 Collins Street
                    Melbourne Vic 3000

     Facsimile:     (03) 9273 2111

     Attention:     Julie Piper

     Email:         piperj2@anz.com

17.4 Electronic Communication

     On a date to be determined by the Agent and notified to the other parties
     to this document, notices, requests, demands, consents, approvals,
     agreements or other communications to or by the Agent or the Security
     Trustee or both:

     (a)  may be given by means of a secure website established by the Agent or
          the Security Trustee or both or other electronic means in a manner and
          subject to rules established by the Agent or the Security Trustee or
          both (after having consulted with the Majority Financiers) and agreed
          by the Borrower; and

     (b)  if given in the manner provided in, and in accordance with the rules
          established under, paragraph (a) of this clause, will be taken to be
          given or made in accordance with the rules referred to in clauses
          17.1, 17.2 and 17.3.

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18.  OBLIGATIONS OF SENIOR WORKING CAPITAL FACILITY PROVIDER AND ACCOUNT BANK

     (a)  The Senior Working Capital Facility Provider and any Lender who is the
          holder of the Proceeds Account (the "Account Bank") is not under any
          obligation to monitor or enquire whether any party is in breach of its
          obligations under any Finance Document.

     (b)  The Senior Working Capital Facility Provider and the Account Bank
          shall:

          (i)  act in accordance with any instructions of the Security Trustee
               in relation to any Mortgaged Property; and

          (ii) refrain from exercising a Right vested in it in its capacity as
               Senior Working Capital Facility Provider and Account Bank under
               any Finance Document if so instructed by the Security Trustee,

          except in relation to amounts due to it in its own right. The Security
          Trustee may only give the instructions referred to in this paragraph
          if an Event of Default has occurred and is subsisting. The
          instructions of the Security Trustee, once given, are binding on all
          parties to this document.

     (c)  The Senior Working Capital Facility Provider and the Account Bank may
          refrain from exercising any Right vested in it under the Finance
          Documents until it has received instructions from Security Trustee as
          to whether it is to be exercised and, if applicable, the way in which
          it is to be exercised.

19.  DISCHARGE OF SUBORDINATED LENDER

     The Agent, the Security Trustee and the Financiers must at the request of a
     Mortgagor or a Subordinated Lender release that Mortgagor or Subordinated
     Lender from all its obligations in its capacity as Mortgagor or a
     Subordinated Lender (as applicable) under this document and each other
     Finance Document other than its obligations for any accrued liability
     arising from any representations and warranties that Mortgagor or
     Subordinated Lender gave under clause Error! Reference source not found.
     if:

     (a)  (in the case of a release of a Subordinated Lender in its capacity as
          such) no Subordinated Payment Obligations are owed by any Transaction
          Party to the Subordinated Lender as a result of payments or other
          actions permitted by this document;

     (b)  (in the case of a release of a Mortgagor in its capacity as such) the
          Mortgagor is entitled to a discharge with respect to all the shares
          held by it in the relevant Transaction Party under the Security
          Interest created by the Mortgage over those shares,

     in circumstances that do not give rise to an Event of Default.

20.  RELEASE OF SECURITIES

     (a)  If requested by the Borrower, the Security Trustee will release the
          Securities if the Agent is satisfied that:

________________________________________________________________________________

                                                                             94.

<PAGE>

________________________________________________________________________________

          (i)  the Borrower has been assigned a credit rating of at least BBB by
               S&P or an equivalent rating by Moody's; and

          (ii) the Borrower intends to undertake a capital markets debt issue as
               evidenced by the formal appointment of underwriters and arrangers
               for the issue.

     (b)  The Borrower must ensure reinstatement of the Securities if after
          their release by the Security Trustee:

          (i)  the credit rating assigned to the Borrower by S&P is reduced to
               below BBB (or its equivalent in the case of Moody's); and

          (ii) at the time of the reduction in the rating referred to in
               subparagraph (i) the Borrower is not restricted by any existing
               capital markets programme in respect of which it is the issuer
               from providing security ranking pari passu with that capital
               markets debt.

21.  SUBSTITUTE SUBLESSEE

     Notwithstanding any other provision of this document:

     (a)  the Substitute Sublessee is not obliged to pay or indemnify any other
          present and future party to this document; and

     (b)  there is no recourse to the Substitute Sublessee by any other present
          and future party to this document,

     in relation to any amount (including any indemnity amount), which may be or
     become payable as a direct or indirect consequence of a breach by the
     Substitute Sublessee of any of its representations, warranties or
     undertakings given in this document.

22.  GENERAL

     Clauses 3.1 (Governing Law), 3.2 (Waiver), 3.3 (Operation of this
     document), 3.4 (Indemnities), 3.5 (Statements by the Security Trustee or
     the Agent), 3.6 (Giving Effect to this Document), 3.7 (Counterparts), 3.8
     (Attorneys), 3.9 (No Merger) and 3.10 (Exclusion of Contrary Legislation)
     of the Security Trust Deed apply as if set out in full in this document.

________________________________________________________________________________

                                                                             95.

<PAGE>

________________________________________________________________________________

                                   SCHEDULE 1

                                     PARTIES

                                     PART A

                                    SPONSORS

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

                        Name and ACN                                                   Details
------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
Wesfarmers Limited                                            Address:          London Court
ACN 008 984 049                                                                 13 London Circuit
                                                                                Canberra City  2601  ACT

                                                              Attention:        Daniel Moulis
                                                              Facsimile:        (02) 6240 6222
                                                              Email:            daniel_moulis@freehills.com.au

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

Genesee & Wyoming Inc.                                        Address:          London Court
                                                                                13 London Circuit
                                                                                Canberra City  2601  ACT

                                                              Attention:        Daniel Moulis
                                                              Facsimile:        (02) 6240 6222
                                                              Email:            daniel_moulis@freehills.com.au

------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     PART B

                              SUBORDINATED LENDERS

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

                        Name and ACN                                                   Details
------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
Wesfarmers Railroad Holdings Pty Ltd                          Address:          London Court
ACN 008 705 986                                                                 13 London Circuit
                                                                                Canberra City  2601  ACT

                                                              Attention:        Daniel Moulis
                                                              Facsimile:        (02) 6240 6222
                                                              Email:            daniel_moulis@freehills.com.au

------------------------------------------------------------------------------------------------------------------------
</TABLE>

________________________________________________________________________________

                                                                             96.

<PAGE>

________________________________________________________________________________

<TABLE>
----------------------------------------------------------------------------------------------------------
<S>                                                  <C>
GWI Holdings Pty Ltd                                 Address:          London Court
ACN 094 819 806                                                        13 London Circuit
                                                                       Canberra City  2601  ACT

                                                     Attention:        Daniel Moulis
                                                     Facsimile:        (02) 6240 6222
                                                     Email:            daniel_moulis@freehills.com.au

----------------------------------------------------------------------------------------------------------
</TABLE>

________________________________________________________________________________

                                                                             97.

<PAGE>

________________________________________________________________________________

                                     PART C

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

                        Name and ACN                                        Details
--------------------------------------------------------------------------------------------------------
<S>                                                <C>
Australian Railroad Group Pty Ltd                  Address:          London Court
ACN 080 579 308                                                      13 London Circuit
                                                                     Canberra City  2601  ACT

                                                   Attention:        Daniel Moulis
                                                   Facsimile:        (02) 6240 6222
                                                   Email:            daniel_moulis@freehills.com.au

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

ARG Financing Pty Ltd                              Address:          London Court
ACN 094 806 078                                                      13 London Circuit
                                                                     Canberra City  2601  ACT

                                                   Attention:        Daniel Moulis
                                                   Facsimile:        (02) 6240 6222
                                                   Email:            daniel_moulis@freehills.com.au

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

Australia Southern Railroad Pty Ltd                Address:          London Court
ACN 079 444 296                                                      13 London Circuit
                                                                     Canberra City  2601  ACT

                                                   Attention:        Daniel Moulis
                                                   Facsimile:        (02) 6240 6222
                                                   Email:            daniel_moulis@freehills.com.au

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

SA Rail Pty Ltd                                    Address:          London Court
ACN 077 946 340                                                      13 London Circuit
                                                                     Canberra City  2601  ACT

                                                   Attention:        Daniel Moulis
                                                   Facsimile:        (02) 6240 6222
                                                   Email:            daniel_moulis@freehills.com.au

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

Viper Line Pty Ltd                                 Address:          London Court
ACN 092 437 691                                                      13 London Circuit
                                                                     Canberra City  2601  ACT

                                                   Attention:        Daniel Moulis
                                                   Facsimile:        (02) 6240 6222
--------------------------------------------------------------------------------------------------------
</TABLE>


________________________________________________________________________________

                                                                             98.

<PAGE>

________________________________________________________________________________

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                        Email:            daniel_moulis@freehills.com.au
-----------------------------------------------------------------------------------------------------------
<S>                                                     <C>
AWR Holdings WA Pty Ltd                                 Address:          London Court
ACN 094 693 562                                                           13 London Circuit
                                                                          Canberra City  2601  ACT

                                                        Attention:        Daniel Moulis
                                                        Facsimile:        (02) 6240 6222
                                                        Email:            daniel_moulis@freehills.com.au

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

Australia Western Railroad Pty Ltd                      Address:          London Court
ACN 094 792 275                                                           13 London Circuit
                                                                          Canberra City  2601  ACT

                                                        Attention:        Daniel Moulis
                                                        Facsimile:        (02) 6240 6222
                                                        Email:            daniel_moulis@freehills.com.au

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

WestNet Rail Pty Ltd                                    Address:          London Court
ACN 094 721 301                                                           13 London Circuit
                                                                          Canberra City  2601  ACT

                                                        Attention:        Daniel Moulis
                                                        Facsimile:        (02) 6240 6222
                                                        Email:            daniel_moulis@freehills.com.au

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

WestNet NarrowGauge Pty Ltd                             Address:          London Court
ACN 094 736 900                                                           13 London Circuit
                                                                          Canberra City  2601  ACT

                                                        Attention:        Daniel Moulis
                                                        Facsimile:        (02) 6240 6222
                                                        Email:            daniel_moulis@freehills.com.au

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

WestNet StandardGauge Pty Ltd                           Address:          London Court
ACN 094 819 360                                                           13 London Circuit
                                                                          Canberra City  2601  ACT

                                                        Attention:        Daniel Moulis
                                                        Facsimile:        (02) 6240 6222
                                                        Email:            daniel_moulis@freehills.com.au
                                                        s
-----------------------------------------------------------------------------------------------------------
</TABLE>

________________________________________________________________________________

                                                                             99.

<PAGE>

________________________________________________________________________________

                                     PART D

                                     LENDERS

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

                           Name and ACN                                                   Details
------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>
Australia and New Zealand Banking Group Limited                      Address:          Level 17
ACN 005 357 522                                                                        530 Collins Street
                                                                                       Melbourne  VIC  3000
                                                                                       Australia

                                                                     Attention:        Nick Eccleston
                                                                     Facsimile:        (03) 9273 3670
                                                                     Email:            ecclestn2@anz.com
------------------------------------------------------------------------------------------------------------------------

Bank of America, National Association - Sydney Branch                Address:          Level 63 MLC Centre
ARBN 064 874 531                                                                       19-29 Martin Place
                                                                                       Sydney  NSW  2000
                                                                                       Australia

                                                                     Attention:        John K Barrett
                                                                     Facsimile:        (612) 9221 1023
                                                                     Email: john.k.barrett@bankofamerica.com
------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                     PART E

                              HEDGE COUNTERPARTIES

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

                           Name and ACN                                                   Details
------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>
Australia and New Zealand Banking Group Limited                      Address:          Level 17
ACN 005 357 522                                                                        530 Collins Street
                                                                                       Melbourne  VIC  3000
                                                                                       Australia

                                                                     Attention:        Nick Eccleston
                                                                     Facsimile:        (03) 9273 3670
                                                                     Email:            ecclestn2@anz.com
------------------------------------------------------------------------------------------------------------------------

Bank of America, National Association - Sydney Branch                Address:          Level 63 MLC Centre
ARBN 064 874 531                                                                       19-29 Martin Place
                                                                                       Sydney  NSW  2000
                                                                                       Australia

                                                                     Attention:        John K Barrett
                                                                     Facsimile:        (612) 9221 1023
------------------------------------------------------------------------------------------------------------------------
</TABLE>

________________________________________________________________________________

                                                                            100.

<PAGE>

________________________________________________________________________________


--------------------------------------------------------------------------------
                                          Email:john.k.barrett@bankofamerica.com
--------------------------------------------------------------------------------


                                     PART F

                    SENIOR WORKING CAPITAL FACILITY PROVIDER

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

             Name and ACN                                   Details
--------------------------------------------------------------------------------

Australia and New Zealand Banking Group Limited    Address:   Level 17
ACN 005 357 522                                               530 Collins Street
                                                              Melbourne VIC 3000
                                                              Australia

                                                   Attention: Nick Eccleston
                                                   Facsimile: (03) 9273 3670
                                                   Email:     ecclestn2@anz.com
--------------------------------------------------------------------------------

________________________________________________________________________________

                                                                            101.

<PAGE>

________________________________________________________________________________

EXECUTED as an agreement in the Australian Capital Territory

BORROWER:

SIGNED for ARG FINANCING PTY LTD
under power of attorney in the
presence of:




_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            102.

<PAGE>

________________________________________________________________________________

AGENT

SIGNED for AUSTRALIA AND NEW
ZEALAND BANKING GROUP
LIMITED under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            103.

<PAGE>

________________________________________________________________________________

SECURITY TRUSTEE

SIGNED for ANZ CAPEL COURT
LIMITED under power of attorney in the
presence of:




_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            104.

<PAGE>

________________________________________________________________________________

SPONSORS:

SIGNED for WESFARMERS LIMITED
under power of attorney in the
presence of:




_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for GENESEE & WYOMING
INC. under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            105.

<PAGE>

________________________________________________________________________________

SUBORDINATED LENDERS:

SIGNED for WESFARMERS RAILROAD
HOLDINGS PTY LTD. under power of
attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for GWI HOLDINGS PTY LTD
under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            106.

<PAGE>

________________________________________________________________________________

MORTGAGORS:

SIGNED for AUSTRALIAN RAILROAD
GROUP PTY LTD under power of
attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for ARG FINANCING PTY LTD
under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            107.

<PAGE>

________________________________________________________________________________

SIGNED for AUSTRALIA SOUTHERN
RAILROAD PTY LTD under power of
attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for SA RAIL PTY LTD under
power of attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            108.

<PAGE>

________________________________________________________________________________

SIGNED for VIPER LINE PTY LTD under
power of attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for AWR HOLDINGS WA PTY
LTD under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            109.

<PAGE>

________________________________________________________________________________

SIGNED for AUSTRALIA WESTERN
RAILROAD PTY LTD under power of
attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for WESTNET RAIL PTY LTD
under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            110.

<PAGE>

________________________________________________________________________________

SIGNED for WESTNET
NARROWGAUGE PTY LTD under
power of attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED for WESTNET
STANDARDGAUGE PTY LTD under
power of attorney in the presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            111.

<PAGE>

________________________________________________________________________________

SUBSTITUTE SUBLESSEE

SIGNED for AWR LEASE CO PTY LTD
under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            112.

<PAGE>

________________________________________________________________________________

LENDERS

SIGNED for AUSTRALIA AND NEW
ZEALAND BANKING GROUP
LIMITED under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED, SEALED and DELIVERED for
BANK OF AMERICA NATIONAL
ASSOCIATION under power of attorney
in the presence of:



                                         _______________________________________
                                         Signature of attorney


_____________________________________    _______________________________________
Signature of witness                     Name


_____________________________________    _______________________________________
Name                                     Date of power of attorney

________________________________________________________________________________

                                                                            113.

<PAGE>

________________________________________________________________________________

HEDGE COUNTERPARTIES:

SIGNED for AUSTRALIA AND NEW
ZEALAND BANKING GROUP
LIMITED under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

SIGNED, SEALED and DELIVERED for
BANK OF AMERICA NATIONAL
ASSOCIATION under power of attorney
in the presence of:



                                         _______________________________________
                                         Signature of attorney


_____________________________________    _______________________________________
Signature of witness                     Name


_____________________________________    _______________________________________
Name                                     Date of power of attorney

________________________________________________________________________________

                                                                            114.

<PAGE>

________________________________________________________________________________

SENIOR WORKING CAPITAL FACILITY PROVIDER:

SIGNED for AUSTRALIA AND NEW
ZEALAND BANKING GROUP
LIMITED under power of attorney in the
presence of:



_____________________________________    _______________________________________
Signature of witness                     Signature of attorney


_____________________________________    _______________________________________
Name                                     Name of attorney


                                         _______________________________________
                                         Date of power of attorney

________________________________________________________________________________

                                                                            115.