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A.	The Aus Borrower, the NZ Borrower, the Initial Guarantor, the Aus Lender and the NZ Lender have entered into the Facility Agreement.

B.	The parties wish to amend the Facility Agreement in the manner set out in this document.

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1.1	Defined terms

(a)	the Facility Agreement is amended as set out in Schedule 1; and

(b)	each party agrees to be bound by the terms of the Amended Facility Agreement.

(a)	(executed counterpart) an original counterpart of this document duly executed by each party (other than the Lenders), on which any applicable stamp duty or other taxes of a similar nature have been paid;

(b)	(director’s certificate) an original director’s certificate substantially in the form of Schedule 2 given by the NZ Borrower;

(c)	(costs and expenses) evidence that all fees, costs and expenses due and payable to the Lenders in connection with this document and the other Finance Documents have been paid; and

(d)	(other) such other documents, approvals, consents, opinions, evidence or information as the Lenders may require.

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(a)	each Guarantee and each Security provided by it continues in full force and effect to guarantee and secure all of its liabilities and obligations under the Finance Documents, and any reference in any such Guarantee or Security to the original Facility Agreement is amended to refer to the Amended Facility Agreement;

(b)	its respective liabilities and obligations under each Finance Document to which it is a party are not released, reduced or diminished as a result of the Facility Agreement being amended in the manner contemplated by this document;

(c)	nothing in this document prejudices or otherwise adversely affects any power of the Lenders or any obligation or liability of an Obligor to any Lender, with respect to anything done or effected or otherwise arising before the date of this document; and

(d)	each Lender is relying on this document (and on the representations and warranties in clause 2.1) in continuing to provide financial accommodation to the Borrowers.

(a)	This document is governed by the laws of New South Wales.

(b)	Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that place (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.

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1.1.1	approving the transaction (the "Transaction") contemplated by the documents listed in the schedule below (the "Documents") and the Documents themselves;

1.1.2	authorising execution of the Documents by the Borrower in the manner in which they have actually been executed; and

1.1.3	authorising the persons specified in paragraph 9 to give any notices and other communications and take any other action required under or in connection with the Documents on behalf of the Borrower.

1.2	The resolutions were duly passed in writing signed by all of the directors of the Borrower entitled to receive notice of a meeting of the Board.

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1.3	The Board resolutions remain in full force and effect.

þ	2.1    To the best of my knowledge and belief after making due enquiry of all other of the Borrower's directors (as defined in section 126 of the Companies Act 1993 (the "Act")), none of the directors of the Borrower has an interest (as that term is defined in section 139 of the Act) in the Transaction.

þ	In approving the Documents and the Transaction, the Board, after taking into account all relevant factors, has resolved that the Borrower's entry into and performance of the Documents and the Transaction is in the best interests of the Borrower.

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4.1.1	approved the Documents and the Transaction; and

4.1.2	confirmed, approved and ratified the resolutions of the Board.

þ	4.1    It has been determined that the Transaction is not a Major Transaction for the purposes of section 129 of the Act.

4.2	The shareholders of the Borrower have unanimously ratified and approved the resolutions of the Board after full disclosure by the directors of the Borrower of all relevant interests.

5.1	The Documents have been properly executed by the Borrower.

5.2	The Documents have been executed on behalf of the Borrower by [MARK STEYN] [a director] [the sole director] of the Borrower and [KENDALL RYAN] [a director] [an authorised signatory] of the Borrower.

6.1	I am not aware of any liquidation proceedings which have been commenced or are intended to be commenced by any person against the Borrower, or which are intended or anticipated by the Borrower.

6.2

Having taken into account all relevant factors (including in the case of a guarantee all rights of contribution and subrogation to which the Borrower would be entitled if called upon to perform its obligations and the solvency of the guaranteed and guaranteeing parties) the Board is of the view that the value of the consideration or benefit received by the Borrower under the Documents and the Transaction is not less than the value of the consideration provided (or to be provided) by the Borrower.

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6.3	After making due enquiry, the Board is of the view that the Borrower:

6.3.1	is able to pay its due debts;

6.3.2	is not engaged or about to engage in business for which its financial resources are unreasonably small;

6.3.3	will be able to perform its obligations under the Documents and the Transaction when required to do so; and

6.3.4	will not become unable to pay its due debts as a result of the Documents and the Transaction.

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10.1	Outgoings: There are no arrears of rates, insurance premiums, rental or body corporate levies in respect of the property or properties charged or to be charged.

10.2	Outstanding Interests: There are no outstanding registered or unregistered charges or interests likely to defeat the title or interest of Westpac NZ as holder of the security described in the Documents or securities previously given in the priority required by the Banks, if any.

10.3	Permitted Security Interests: The Board is aware that the General Security Agreement prohibits the creation or subsistence of any Charge over Secured Property (as those terms are defined in the General Security Agreement) other than:

10.3.3	a security interest over assets securing all or part of the purchase price of those assets created in the ordinary course of business, where the amount secured is paid within 90 days; and

10.3.4	a security interest within the meaning of section 17(1)(b) of the Personal Property Securities Act 1999 (other than as constituted by a transfer of an accounts receivable, as defined in that Act) except to the extent that the relevant transfer, lease or consignment secures payment or performance of an obligation.

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1.	THAT by Deed dated 6 September 2006, a copy of which is deposited with Land Information New Zealand and numbered 7032934.1, WESTPAC NEW ZEALAND LIMITED, Incorporated in New Zealand and having its principal place of business at Westpac on Takutai Square, 16 Takutai Square, Auckland appointed me its attorney on the terms and subject to the conditions set out in that Deed.

3.	THAT at the date of this certificate I have not received any notice or information of the revocation of that appointment by the winding up or dissolution of Westpac New Zealand Limited or otherwise.