Common use of Conditions of Obligations Clause in Contracts

Conditions of Obligations. The obligations of each Underwriter hereunder to purchase the Notes to be delivered at the Time of Delivery will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission; (2) no Underwriter shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder Agent, as agent of NIB, under this Agreement at any time to solicit offers to purchase the Notes to be delivered at the Time of Delivery will be is subject to the accuracy accuracy, on the date hereof, on each Representation Date and on the date of each such solicitation, of the representations and warranties on of NIB herein relating to the part of Registered Notes or the Corporation and the Guarantor herein contained 144A Notes, as of the date hereof and as of the Time of Deliveryapplicable, to the accuracy accuracy, on each such date, of the statements of any duly authorized officer or official of the Corporation and the Guarantor NIB’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof that relate to such Notes, to the performance and observance performance, on or prior to such date, by the Corporation and the Guarantor NIB of all their respective covenants and other its obligations hereunder that relate to such Notes, and to each of the following further conditionsadditional conditions precedent: (1a) No stop order suspending In the effectiveness case of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission; all Notes: (2i) no Underwriter shall have been advised by the Corporation that Neither the Registration Statement, the Time of Sale Prospectus or the nor any 144A Prospectus, as applicable, each as amended or supplemented as of any amendment Representation Date or supplement theretodate of such solicitation, at as the time it was case may be, shall contain an untrue statement of fact that, in the opinion of the Agents, is material or omits to state a fact that, in the opinion of the Agents, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (ii) As of each of the Closing Date, and the most recent date on which NIB has filed a Form 18-K or Form 18-K/A with the Commission containing annual financial data (each such date, as “Information Date”), the Agents shall have received an opinion, dated such date, of the General Counsel or Senior Counsel of NIB to the effect that: (A) NIB is duly established and existing and has status of an international legal person with full legal capacity in each of the Member Countries. In particular, NIB has the capacity to enter into agreements, to acquire and dispose of immovable and movable property, and to be a party to legal proceedings before courts of law and other authorities. The Establishment Agreement, the 1998 Agreement, and the 2004 Agreement, including the Statutes of NIB, as amended (the “Statutes”) attached thereto, have been duly executed and ratified by all the Member Countries and the 2004 Agreement constitutes a valid and legally binding obligation of the Member Countries (defined terms used but not defined in this Section 5(a)(ii)(A) shall have the meanings ascribed to such terms in Section 16(d) hereof); (B) each of the Fiscal Agency Agreement and this Agreement has been duly authorized, executed and delivered by NIB and constitutes a valid and legally binding obligation of NIB in accordance with its terms; (C) the Notes have been duly authorized by NIB in accordance with the Statutes; when the terms of the Notes have been established in accordance with the Fiscal Agency Agreement and the Notes have been executed, authenticated, issued and delivered in accordance with the Fiscal Agency Agreement and this Agreement and paid for by the purchasers thereof, the Notes will constitute valid, legally binding and direct and unconditional general obligations of NIB in accordance with their terms, and the Notes will be entitled to a purchaser the benefit of the Fiscal Agency Agreement; and upon issuance of the Notes, contained an the obligations of NIB evidenced thereby will constitute direct, unconditional and unsecured obligations of NIB ranking pari passu without any preference among themselves and equally with all other unsecured indebtedness (other than subordinated indebtedness) of NIB from time to time outstanding; (D) the Registration Statement and its filing with the Commission have been duly authorized by and on behalf of NIB, and the Registration Statement has been executed by and on behalf of NIB; and the information in the Registration Statement stated on the authority of the President of NIB has been stated by him in his official capacity as President thereunto duly authorized by NIB; (E) all matters relating to the 2004 Agreement referred to in paragraph (i) above, the Statutes and the respective laws of each of the Member Countries set forth in the Registration Statement as of the effective date thereof, and as of the date of the Prospectus and as of the date hereof, are correctly set forth therein; and such General Counsel or Senior Counsel has no reason to believe that the Registration Statement or the Prospectus contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, except that such General Counsel or Senior Counsel need express no opinion as to the financial statements and schedules and other financial data included in the light Registration Statement; (F) NIB has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement, and to perform and comply with the terms and provisions of the circumstances existing at Notes, the Fiscal Agency Agreement and of this Agreement; (G) all authorizations, approvals and consents required under the 2004 Agreement, the Statutes or otherwise that are necessary for the execution and delivery of the Fiscal Agency Agreement, this Agreement, the execution, issuance, sale and delivery of the Notes thereunder and the performance by NIB of the covenants contained in the Notes have been obtained and are in force; (H) under Article 5, 6 and 7 of the 2004 Agreement it should be noted that (i) actions may be brought against NIB only in a court of competent jurisdiction in the territory of a country in which NIB has established an office, has appointed an agent for the purpose of accepting service of process, or when NIB has otherwise expressly accepted jurisdiction; actions may, however, be brought by a Member Country or by persons acting for or deriving claims from a Member Country only if NIB has given its express consent thereto; (ii) the property and assets of NIB, wherever located and by whomsoever held, shall be immune from execution of judgment or decree by judicial or administrative authority before such timejudgment or decree is final; (iii) the property and assets of NIB, not misleadingwherever located and by whomsoever held, shall be immune from search, requisition, confiscation and expropriation by executive or legislative action; (iv) NIB, its property and assets shall be immune from procedural measure of constraint such as seizure; and (3v) subsequent the premises and archives of NIB are inviolable as well as all documents belonging to it or held by it; (I) NIB would not be entitled to plead, or cause to be pleaded on its behalf, sovereign immunity from the jurisdiction of any court in respect of any action arising out of or relating to its obligations under the Fiscal Agency Agreement, this Agreement or the Notes and brought consistent with Articles 5, 6 and 7 of the 2004 Agreement, and such court would be entitled to assume jurisdiction in respect of such action; and (J) there are no stamp or similar taxes under the respective dates laws of any of the Member Countries payable in connection with the issuance of the Notes. Insofar as the opinion required by this paragraph (i)(b) involves the laws of the United States or any jurisdiction thereof, it may be given in reliance upon the opinion required by paragraph (i)(d) of this Section 5 and, insofar as such opinion involves the laws of any other jurisdiction, it may be given in reliance upon the opinion of counsel satisfactory to such General Counsel or Senior Counsel. (iii) On each of the Closing Date and the then most recent Information Date, the Agents shall have received a letter, dated such date, of a duly appointed independent auditor of NIB, confirming that they are independent public accountants with respect to NIB and containing statements and information of the type ordinarily included in accountants’ comfort letters in accordance with Statement of Auditing Standards (SAS) 72 or other auditing standards that may be in effect at that time. The letter shall state in effect that on the basis of procedures (but not an examination in accordance with generally accepted auditing standards in the Member Countries) consisting of reading all available minutes of the meetings of the Board of Directors of NIB through a specified cut off date and making inquiries of certain officers of NIB who have responsibility for financial and accounting matters regarding the specific items for which information representations are requested below: (A) Nothing came to their attention as a result of the foregoing procedures that caused them to believe that at the specified cut off date: (1) if the cut off date is given not more than 135 days after the date of the most recent financial statements included in the Registration Statement, there was any change in the Time capital or borrowings, if available, of Sale Prospectus and NIB as compared with amounts shown on the latest balance sheet included in the Prospectus, there shall not except for changes which the Prospectus discloses have been any material adverse change occurred or may occur or in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as respective aggregate amounts set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;such letter; or (b2) At if the Time of Delivery cut off date is not more than 135 days after the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive date of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given most recent financial statements included in the Registration Statement, there was any increase in the “credit loss/recovery” account, except in all instances for changes or losses which the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs discloses have occurred or business prospects of the Corporation may occur or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as which are set forth in or contemplated by the Time of Sale Prospectus or the Prospectussuch letter; (2B) An opinionIf the cut off date is not more than 135 days after the date of the most recent financial statements included in the Registration Statement, dated nothing has come to their attention as a result of the foregoing procedures that caused them to believe that at the cut off date there was any decrease in the total assets of NIB as compared with the amounts shown in the latest balance sheet included in the Prospectus; and (C) They compared the monetary amounts (or percentages derived from such monetary amounts) and other financial information contained in the Prospectus under the captions “Introduction – Nordic Investment Bank”, “Capitalization and Reserves”, “Funded Debt”, “Short-Term Financing and Liquidity Management”, “Operations of NIB”, “Schedule of Annual Amortization of Funded Debt Outstanding” and “Summary Schedule of Funded Debt” and in the Schedule of Funded Debt attached as Exhibit I to NIB’s Form 18-K (in each case to the extent that such monetary amounts, percentages and other financial information are derived from the general accounting records of NIB subject to the internal controls of NIB’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such timegeneral accounting records and other procedures specified in such letter, and has found such monetary amounts, percentages and other financial information to be in agreement with such results. References to the Prospectus in this paragraph (c) include any supplement thereto at the date of Mallesons the letter. (iv) On each of the Closing Date and the then most recent Information Date, the Agents shall have received from C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, Australian counsel to for the Corporation and the GuarantorAgents, such opinion or opinions, dated such other counsel satisfactory to the Manager receiving such opiniondate, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the GuarantorNotes, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the 144A Prospectus, the Time of Sale Prospectus (if as applicable) , and other related matters as they may require, and the Corporation and the Guarantor NIB shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . In rendering such opinion, ▇▇▇C▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, & H▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel LLP may rely as to all matters governed by the Underwriters, respective laws of each of the Member countries upon the opinion of the General Counsel or such other counsel satisfactory Senior Counsel of NIB referred to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; andabove. (5b) From In the Auditor General case of Registered Notes only: (i) If filing of the State of New South WalesProspectus, or any successor independent auditorsupplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement and any Issuer Free Writing Prospectus, shall have been filed in the manner and within the time period required by Rule 424(b) and NIB will have filed a letterFinal Pricing Supplement or final term sheet containing solely a description of the Notes, in a form approved by the Agent (the “Final Term Sheet”); and no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of NIB or such Agent, shall be contemplated by the Commission. NIB will have filed the Final Term Sheet and any other material required to be filed by NIB with the Commission pursuant to Rule 433 within the applicable time required by such Rule and will have filed with the Commission the relevant Prospectus Supplement required to be filed pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b). (ii) On the Closing Date, on each Information Date and on the date of delivery of each Tranche of Registered Notes, the Agents shall have received a certificate, dated such date, of the President or the principal financial or accounting officer of NIB in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that, as applicable to the Registered Notes, (i) the representations and warranties of NIB in this Agreement are true and correct in all material respects, (ii) NIB has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, are contemplated by the Commission, and (iv) subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operations of NIB, except as set forth in or contemplated by the Prospectus or as described in such certificate. (c) In the case of each Tranche of 144A Notes only: (i) The 144A Prospectus relating to such Tranche shall not contain an untrue statement of fact that, in the opinion of the Agents, is material or omits to state a fact that, in the opinion of the Agents, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (ii) On the date of delivery of such Tranche of 144A Notes, the Agents shall have received a certificate, dated the Closing Date, of the President or the principal financial or accounting officer of NIB in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that, as applicable to such 144A Notes, as of the time of acceptance and as of such date of delivery (i) the representations and warranties of NIB in this Agreement are true and correct in all material respects, (ii) NIB has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iii) subsequent to the date of the most recent financial statements in such 144A Prospectus, there has been no material adverse change in the financial position or results of operations of NIB, except as set forth in or contemplated by such 144A Prospectus or as described in such certificate. (iii) On the date of delivery of such Tranche of 144A Notes, the Agents shall have received an opinion, dated as of such timedate of delivery, and delivered at such timefrom C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, substantially in counsel for the form attached hereto as Annex A. (c) There shall not have occurred any of Agents, with respect to the following: (i) a suspension or material limitation in trading in securities generally on exemption from registration under the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either Securities Act of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating Tranche of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the 144A Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At NIB will furnish the Time Agents with such conformed copies of Deliverysuch opinions, certificates, letters and documents as they reasonably request. (e) In the case of any Tranche of Notes with an aggregate principal amount equal to or greater than U.S.$500,000,000, or its equivalent in foreign currencies or composite currencies, the Underwriters shall have been furnished with Agents and NIB may agree that NIB will deliver, on the date of delivery of such Tranche of Notes, such additional documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition are specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effectrelevant Terms Agreement.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Terms Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicableor the Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of any Terms Agreement (and prior to the Settlement Date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (2b) An opinionNo order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(1) hereof shall have been issued, dated and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such timecounsel, of Mallesons ▇is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Australian counsel to for the Corporation Agents, such opinion and letter, dated the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes and the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on addressed to the opinions Agents and dated the Closing Date, of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel ▇, Esq., General Counsel of the Company, in form and scope satisfactory to the Manager receiving such opinions) as Agents and their counsel, substantially to all matters governed by New South Wales and Australian law;the effect set forth in Exhibit D hereto. (4f) An On the Closing Date, the Agents shall have received the opinion and negative assurance letter, addressed to the Agents and dated as of such timethe Closing Date, of Skadden, Arps, Slate, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇US LLP, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if the certificate is being delivered pursuant to a Terms Agreement (as hereafter defined), as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From KPMG LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse the effect on the holders of the Notes, which conditions in the United States on international financial markets shall be such) the effect of which is, in any case of any of the events described in clauses (i) through clause (iv) above, individually or in the aggregate(v), in the sole judgment of the ManagerPurchasing Agent, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Terms Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished to the Agents and to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents as the Agents or counsel to the Agents may have reasonably requested prior to the Closing Date. (k) Subsequent to the execution of any Terms Agreement and prior to the Settlement Date: (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission in Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warranties, or the fulfillment of Company’s debt securities. If any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Terms Agreement) and all obligations of any Agent hereunder (or under any applicable Terms Agreement) may be terminated canceled by the Manager by notice any such Agent, insofar as this Agreement relates to such Agent at any time. Notice of such cancellation shall be given to the Corporation at any time at Company in writing, or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the by facsimile or telephone confirmed in writing. The provisions of Section 5 hereofSections 3(c), the indemnity and contribution agreements set forth in Section 7 and 8 hereof3(h), and the provisions of Section 104, 13 7, 8, 9, 13, 14 and 16 hereof shall remain survive any such cancellation. All opinions, letters, evidence and certificates mentioned above or elsewhere in effectthis Agreement shall be deemed to be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope reasonably satisfactory to counsel for the Agents.

Conditions of Obligations. The Your obligations to sell the Shares as agent of each Underwriter hereunder Sea Containers and your obligations to purchase the Notes Shares pursuant to be delivered at the Time of Delivery any Terms Agreement will be subject to the accuracy of the representations and warranties of OEH and Sea Containers herein on the part of the Corporation most recent Effective Date, any applicable Representation Date and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)applicable Settlement Date, to the performance and observance by the Corporation OEH and the Guarantor Sea Containers of all their respective covenants and other obligations hereunder agreements herein contained on their part to be performed and observed, and to the following further conditionsadditional conditions precedent: (1a) No The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any part thereof jurisdiction shall have been issued under the Act or and not lifted, and no proceedings therefor initiated or threatened by the Commission; (2) no Underwriter for such purposes shall have been advised instituted and continue to be pending, or, to your knowledge or the knowledge of OEH and Sea Containers, shall be threatened, and all requests for additional information by the Corporation that Commission shall have been complied with to your reasonable satisfaction. (b) At each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, you shall have received: (1) The opinion, dated as of such Settlement Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, United States counsel to OEH and Sea Containers, in form reasonably satisfactory to you and your counsel, to the effect that: (i) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in the United States to which OEH, Sea Containers or any of their respective subsidiaries is a party or to which any of their properties is subject and which are required to be disclosed in the Registration Statement or the Prospectus; (ii) The execution and delivery by OEH and Sea Containers of this Agreement and the Terms Agreement, the performance by OEH and Sea Containers of, or their compliance with, their respective obligations under this Agreement and the Terms Agreement, and the consummation of the transactions contemplated herein or in the Registration Statement, including the Time sale and delivery by Sea Containers of Sale Prospectus the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of OEH or Sea Containers under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, or is filed or incorporated by reference as an exhibit to the Registration Statement and to which OEH or Sea Containers is a party or by which it is bound or to which any of its property or assets is subject, or (B) any United States federal or New York statute, rule or regulation or any decree, judgment or order, known to such counsel, of any United States federal or New York court or governmental agency or body specifically applicable to OEH or Sea Containers or any of their respective properties, except for such breaches, violations, defaults, liens, charges or encumbrances that would not have a Material Adverse Effect; (iii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any United States federal or New York governmental agency or body or, to the best of such counsel's knowledge, any United States federal or New York court is required for the performance by OEH or Sea Containers of its obligations under this Agreement and the Terms Agreement, or the consummation of the transactions contemplated by this Agreement in connection with the valid sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except, in the case of the Shares and the Rights associated therewith, (a) such as have been or will be obtained or made under the 1933 Act, and (b) such as may be required under state securities laws in connection with the purchase and distribution of the Shares and Rights by you, and except in the case of the Preferred Shares issuable upon the exercise of the Rights associated with the Shares, (a) such as may be required under the 1933 Act or the 1934 Act, and (b) such as may be required under state securities laws in connection with the issuance of the Preferred Shares upon the exercise of such Rights; (iv) The Registration Statement has become effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for that purpose have been initiated or are pending or threatened; (I) The Registration Statement, the Prospectus and each amendment or supplement theretothereto comply as to form in all material respects with the requirements of the 1933 Act and the rules of the Commission thereunder; (II) each document incorporated by reference in the Registration Statement and Prospectus, at the time it such document was initially filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act and the rules of the Commission thereunder; and (III) the descriptions in the Registration Statement and the Prospectus of contracts and other documents, of United States federal and New York statutes, and of legal and governmental proceedings in the United States, are accurate summaries in all material respects and fairly present the information required to be delivered given; (vi) such counsel does not know of any contracts or documents required to be described in the Registration Statement or Prospectus, or required to be filed as exhibits to the Registration Statement or incorporated by reference in the Registration Statement or Prospectus, which are not described or filed or incorporated by reference as required, it being understood that such counsel expresses no opinion as to the financial statements and related notes and schedule or schedules or other financial information and statistical data in the Registration Statement or the Prospectus; (vii) The Class A Shares (including the Shares) and the Rights associated therewith are listed on the New York Stock Exchange, Inc.; (viii) OEH is eligible to use Form S-3 for the registration under the 1933 Act of the offer and sale of the Shares as described in the Prospectus, and the Registration Statement meets the requirements set forth in Rule 415(a)(1)(i) or (x) under the 1933 Act; (ix) Assuming that (A) the certificate or certificates representing the Shares to be sold by Sea Containers have been effectively indorsed in blank in accordance with NYUCC Article 8, and (B) a purchaser is without notice of any adverse claim to the Shares, then such purchaser, upon paying the purchase price for Shares and acquiring possession of the Notescertificate or certificates for such Shares, will be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the New York Uniform Commercial Code, and will acquire such Shares (including, without limitation, all rights that Sea Containers has the power to transfer in such Shares) free of any adverse claim. (x) OEH and Sea Containers, each, is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may limit such opinion to the laws of the United States of America and the State of New York and may rely as to factual matters on certificates obtained from officers of OEH, Sea Containers and public officials. The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP will also state that, while such counsel have not made any independent investigation of, are not passing upon and do not assume responsibility for, the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus (other than as indicated in clause (III) of subsection (v) above, on the basis of discussions regarding the business and affairs of OEH and Sea Containers and such counsel's familiarity with certain matters relating to such business and affairs as a result of having served as United States counsel for OEH and Sea Containers in connection with certain previous transactions, nothing has come to their attention that would lead them to believe that the Registration Statement (other than the financial statements and notes and other financial and statistical data included in the Registration Statement and Prospectus, as to which such counsel expresses no view), at the most recent Effective Date (or, if, after such Effective Date, Sea Containers files any documents pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act which are incorporated by reference into the Registration Statement, at the time of the most recent such filing), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than the financial statements and notes and other financial and statistical data included in the Registration Statement and Prospectus, as to which such counsel expresses no view), on the most recent Effective Date, or on the appropriate Settlement Date or Representation Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (2) An The opinion, dated as of such timeSettlement Date, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other , Bermuda counsel to OEH and Sea Containers, in form reasonably satisfactory to you and your counsel, to the Manager receiving such opinionseffect that: (i) as to all matters governed by United States lawEach of Sea Containers, OEH, Contender 2 Ltd. and Orient-Express Holdings 1 Ltd. is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of Bermuda; (3ii) An opinion OEH has all requisite corporate power and disclosure letterauthority under its constitutional documents to own, dated lease, manage and operate its properties and to conduct its business as described in the Prospectus, and each of such timeOEH and Sea Containers has all requisite power and authority to enter into this Agreement and the Terms Agreement and deliver the Shares as herein contemplated; (iii) The Class A Shares, the Rights and the Shareholder Rights Agreement conform in all material respects with the descriptions thereof contained in the Prospectus under the caption "Description of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Common Shares." (iv) This Agreement and the Terms Agreement have been duly authorized, special U.S. counsel executed and delivered by OEH and Sea Containers and constitute valid and binding obligations of OEH and Sea Containers enforceable against OEH and Sea Containers in accordance with their terms; (v) The issued and outstanding Class A Shares of OEH (including the Shares [other then the Conversion Shares]) have been duly authorized and validly issued and are fully paid and non-assessable; (vi) None of the outstanding Class A Shares of OEH were issued in violation of any pre-emptive or other similar rights of any security holder of OEH pursuant to the Corporation constitutional documents; (vii) The Shares have been duly authorized for sale and delivery to you pursuant to the terms of this Agreement [and the GuarantorTerms Agreement], or such other counsel satisfactory and when sold and delivered by Sea Containers pursuant to the Manager receiving such opinion terms of this Agreement and letterthe Terms Agreement, against payment of the consideration set forth in the Terms Agreement, will be validly issued, fully paid and non-assessable, and no holder of the Shares is or will be subject to personal liability with respect to the validity under the laws debts or obligations of New York OEH solely by reason of being such a holder. (viii) The Rights Agreement has been duly authorized, executed and the United States of America of the Notes and the Guarantee of the Notes delivered by the GuarantorOEH, the Registration StatementRights have been duly authorized by OEH, the Prospectus, Rights attached to the Time of Sale Prospectus (if applicable) and other related matters as they may requireShares are validly issued, and the Corporation Preferred Shares issuable upon the exercise of the Rights have been duly authorized by OEH and validly reserved for issuance upon the Guarantor shall have furnished to such counsel such documents as they request for exercise of the purpose of enabling them to pass Rights and, when issued upon such matters; exercise in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on accordance with the opinions terms of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales Rights Agreement, will be validly issued, fully paid and Australian lawnon-assessable; (4ix) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to Based solely on the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General results of the State of New South WalesLitigation Search (as defined), there is not pending any action, suit, proceeding, inquiry or any successor independent auditorinvestigation in Bermuda, to which OEH or Sea Containers is a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension party or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in to which the United States property of America OEH or the Commonwealth of Australia Sea Containers is involved subject, before or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor brought by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); court or (v) any amendment to the lawsgovernmental agency or body in Bermuda, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have result in a Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement or the performance by OEH or Sea Containers of its obligations hereunder. (x) The information in the Prospectus under the captions "Risk Factors—Other Risks Factors—We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Bermuda, or that an original action can be brought in Bermuda against Sea Containers for liabilities under U.S. securities laws," and "Description of Common Shares," to the extent such information constitutes matters of Bermuda law, is accurate in all material adverse effect respects. (xi) The execution and delivery by OEH and Sea Containers of this Agreement and the Terms Agreement, the performance by OEH and Sea Containers of, or their compliance with, their respective obligations under this Agreement and the Terms Agreement, and the consummation of the transactions contemplated herein and the Terms Agreement or in the Registration Statement, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the holders date of the Notessuch opinion), which do not and will not result in the case a breach or violation of any of the events described in clauses (i) through (iv) aboveterms or provisions of, individually or constitute a default under, or result in the aggregatecreation or imposition of any lien, charge or encumbrance upon any property or assets of OEH or Sea Containers under (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each or is filed or incorporated by reference as then amended an exhibit to the Registration Statement, and to which OEH or supplementedSea Containers is a party or by which it is bound or to which any of its property or assets is subject (except for such breaches, violations, defaults, liens, charges or encumbrances, if any, that would not have a Material Adverse Effect), (B) any requirement of any law or regulation of Bermuda, and (C) the constitutional documents; (xii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any Bermuda governmental agency or body or, to the best of such counsel's knowledge, any Bermuda court is required for the performance by OEH or Sea Containers of its obligations under this Agreement and the Terms Agreement, including the sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except such as have been obtained from the Bermuda Monetary Authority; and (xiii) The choice of the laws of the State of New York as the proper law to govern this Agreement and the Terms Agreement is a valid choice of law under Bermuda law, and such choice of law would be recognized, upheld and applied by the courts of Bermuda as the proper law of this Agreement and the Terms Agreement in proceedings brought before them in relation to this Agreement and the Terms Agreement, provided that (1) the point is specifically pleaded; (2) such choice of law is valid and binding under the laws of the state of New York; and (3) recognition would not be contrary to public policy as that term is understood under Bermuda law. (dxiv) At the Time of DeliveryThere are no Bermuda capital, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.stam

Conditions of Obligations. The Your several obligations of each Underwriter hereunder to solicit offers to purchase the Notes Offered Securities as Agent(s) and your obligations to be delivered at the Time of Delivery purchase Offered Securities pursuant to any Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryCompany herein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Com- pany's officers made in any each certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed and to the following further conditionsadditional conditions precedent: (1a) No stop At and subsequent to the date hereof and at each Closing Time no stop-order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and remain outstanding and no proceedings for that pur- pose shall have been instituted or, to your knowledge or the Act knowledge of the Company, threatened or proceedings therefor initiated or threatened contemplated by the Commission; . (2b) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated, as applicable, either the date hereof or such Closing Time, of counsel for the Company acceptable to the Agents (it being understood that the opinion of the General Counsel or Vice President, Legal of the Company shall be acceptable to the Agents unless otherwise provided in the Terms Agreement), substantially identical to the proposed form of their opinion heretofore delivered to each of you. (i) At the date hereof and at each Closing Time, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (except as set forth in or contemplated by the Registration Statement and the Prospectus), the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, nor shall there have been any material decrease in the stockholders' equity or any material increase in the long-term debt of the Company or any material adverse change in the condition, financial or otherwise, or in 15 the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business. (ii) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received a certificate, dated, as applicable, the date hereof or such Closing Time, signed by the officers of the Company specified in Section 4(g), certifying that, to the best of their knowledge after reasonable investigation, the statements made in the immediately preceding paragraph (i) are accurate and to the effect that (A) no Underwriter stop-order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, are threatened or contemplated by the Commission, (B) the Registration Statement and the Prospectus conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regu- lations, (C) neither the Registration Statement nor the Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) statements or omissions in the Registration Statement or the Prospectus made in reliance upon information furnished in writing to the Company by any of you or on your behalf or on behalf of any of the Trustees expressly for use therein or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility under the Trust Indenture Act on Form T-1 of any Trustee, except statements or omissions in such Statement made in reliance upon information furnished in writing to such Trustee by or on behalf of the Company for use therein, and (D) the representations and warranties of the Company included in Sections 2(a) through 2(g) are, as of the Closing Time, accurate in all material respects and the Company has performed and observed all covenants and agreements herein contained on its part to be performed and observed prior to the Closing Time. (d) At the date hereof, and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have been advised received a letter, dated as of the Closing Time, signed by the Corporation Accountants, substantially identical to the proposed form of such letter heretofore delivered to each of you. (e) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated such date, of Skadden, Arps, Slate, Meagher and Flom LLP, or other counsel selected by the Agents, with resp▇▇▇ ▇▇ the C▇▇▇▇ny, the Offered Securities, the Registration Statement, including the form of final prospectus included therein, this Agreement and the form and sufficiency of all proceedings taken in connection with the authorization, sale and delivery of the Offered Securities, all of which shall be satisfactory in all respects to you, and the Company shall have furnished to your counsel such documents as such counsel may reasonably request for the purpose of enabling them to render such opinion. (f) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, the Company shall have furnished to each of Sale Prospectus or the Prospectusyou (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) such further information and documents as you may have reasonably requested. (g) There shall not have occurred any change, or any amendment development involving a prospective change, involving currency exchange rates, exchange controls, taxation or supplement theretosimilar matters that in your respective judgments makes it impracticable or inadvisable to proceed with your solicitation of offers to purchase the Offered Securities denominated in the affected currency or currencies, or your purchase of such Offered Securities from the Company as principal; provided, however, that any such change or development shall not affect your respective obligations with respect to Offered Securities denominated in any currency not so affected. Your respective obligations to purchase Offered Securities pursuant to any Terms Agreement (or as contemplated by the last sentence of Section 3(b) hereof) will be subject to the following further conditions: (a) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of the applicable Terms Agreement shall not have been lowered since that date nor shall any such organization have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any debt securities of the Company and (b) there shall not have come to your attention any facts that would cause you to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesOffered Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Purchase Agreement or otherwise, is subject to the accuracy accuracy, on each Representation Date, of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the any Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the CommissionCommission and no challenge by the Commission shall be pending to the accuracy or adequacy of any document incorporated by reference in the Prospectus; (2) no Underwriter any request of the Commission for inclusion of additional information in any Registration Statement or the Prospectus or otherwise shall have been advised withdrawn or complied with; and after the date of any Purchase Agreement (and prior to the closing date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to any Registration Statement or the Prospectus (or any document incorporated by reference therein) without the Corporation consent of the Agent or Agents party thereto. (b) No order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. 13 13 (c) The Agents shall not have discovered and disclosed to the Company that any Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, as amended or any amendment or supplement theretosupplemented, at the time it was required to be delivered to a purchaser of the Notes, contained contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material fact or omitted omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary in order to make the statements therein, in the light of the circumstances existing at such time, therein not misleading; and . (3d) subsequent to the respective dates as of which information is given in the Registration StatementAt each Closing Date, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager Agents shall have received: (1) A certificate or certificatesreceived from Cravath, Swaine & Moor▇, ▇▇unsel for the Agents, such opinion and letter, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes Indenture, each Registration Statement and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) At each Closing Date, the Agents shall have received the opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on addressed to the opinions Agents and dated such Closing Date, of the Mallesons ▇▇▇▇John ▇▇▇ ▇▇▇▇▇▇ (or other counsel t, Esq., General Counsel of the Company, in form and scope satisfactory to the Manager receiving such opinionsAgents and their counsel, to the effect that: (i) the Company has been duly incorporated and is validly existing as a cooperative association under the laws of the District of Columbia with corporate power to all matters governed by New South Wales and Australian lawconduct its business as described in each Registration Statement; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes Securities by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof on account of the Company having entered into a Purchase Agreement, the applicable Purchase Agreement) have been duly and validly authorized by all necessary corporate action (subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company); and no authorization, consent, order or approval of, or filing or registration with, or exemption by, any government or public body or authority of the District of Columbia or any department or subdivision thereof is required for the validity of the Securities or for the issuance, sale and delivery of the Securities by the Company pursuant to this Agreement and any Purchase Agreement or for the execution and delivery of this Agreement, any Purchase Agreement and the Indenture by the Company (except that such counsel need not express an opinion as to whether offers or sales by Agents require qualification or 14 14 registration under the securities laws of the District of Columbia); (iii) the Indenture has been duly authorized by the Company and constitutes an instrument valid and binding on the Company and enforceable in accordance with its terms; (iv) the Securities, assuming they are in a form conforming to the specimens thereof examined by such counsel, and assuming due execution of the Securities on behalf of the Company and authentication thereof by the Trustee and issuance thereof in accordance with the terms of the Indenture and delivery thereof against payment therefor in accordance with the terms of this Agreement (and any Purchase Agreement) and subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of the Indenture; (v) this Agreement has been duly authorized, executed, and delivered by the Company and the performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company or any indenture, deed of trust, note, note agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by which the Company or any of its properties is bound or affected; (vi) no consent, approval, authorization or order of any court or governmental agency, authority or body of the District of Columbia is required for the consummation of the transactions contemplated in this Agreement (including any Purchase Agreement) (except that such counsel need not express an opinion as to whether offers or sales by Agents require qualification or registration under the securities laws of the District of Columbia); and (vii) there is no tax of the District of Columbia or the Commonwealth of Virginia applicable to the execution of the Indenture. Such counsel shall state that nothing has come to the attention of such counsel causing him to believe, based upon such counsel's participation in the preparation of each Registration Statement or otherwise, that any Registration Statement (or any post-effective amendment thereof), at the 15 15 time such Registration Statement became effective and at the effective time of any such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be satisfactory stated therein or necessary to make statements therein not misleading, or that the Prospectus (as amended or supplemented, if amended or supplemented), as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in any Registration Statement or the Prospectus and which is not disclosed therein. Insofar as such opinion relates to the enforceability of the Securities and the Indenture, such counsel may state that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and may be limited by general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and by laws with respect to or affecting the remedies provided for in the Securities and the Indenture (provided that such laws do not, in the opinion of such counsel, make inadequate the remedies afforded thereby for the realization of the benefits provided for in the Securities and the Indenture). (f) At each Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated such Closing Date, of Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇, ▇▇unsel to the Company, in form and substance scope satisfactory to the Underwriters. If any condition specified Agents and their counsel, to the effect that: (i) the Company has been duly incorporated and is validly existing as a cooperative association in good standing under the laws of the District of Columbia with corporate power to conduct its business as described in the Prospectus; (ii) the issuance and sale of the Securities by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6 shall not 6(c) hereof on account of the Company having entered into a Purchase Agreement, the applicable Purchase Agreement) have been fulfilled duly and validly authorized by all necessary 16 16 corporate action (subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company); and no authorization, consent, order or approval of, or filing or registration with, or exemption by, any governmental or public body or authority (including, without limitation, the Rural Utilities Service) of the United States or of the State of New York or any department or subdivision thereof, or, to the best knowledge of such counsel, any court, other than such as may be required under State securities or blue sky laws and other than registration of the Securities under the Act and qualification of the Indenture under the Trust Indenture Act, is required for the validity of the Securities or for the issuance, sale and delivery of the Securities by the Company pursuant to this Agreement (including any Purchase Agreement) or for the execution and delivery of this Agreement (including any Purchase Agreement) and the Indenture by the Company; (iii) the Indenture has been duly authorized by the Company, has been duly qualified under the Trust Indenture Act and constitutes an instrument valid and binding on the Company and enforceable in accordance with its terms; (iv) the Securities, assuming they are in a form conforming to the specimens thereof examined by such counsel, and assuming due execution of the Securities on behalf of the Company and authentication thereof by the Trustee and issuance thereof in accordance with the terms of the Indenture and delivery thereof against payment therefor in accordance with the terms of this Agreement (and any Purchase Agreement) and subject to the approval of the terms each Security by the Governor or the Chief Financial Officer of the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of the Indenture; (v) this Agreement (including any Purchase Agreement) has been duly authorized, executed and delivered by the Company and the performance of this Agreement (including any Purchase Agreement) and the consummation of the transactions herein contemplated will not result in a breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company or any indenture, deed of trust, note, note agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by 17 17 which the Company or any of its properties is bound or affected; (vi) the Securities and the Indenture conform in all material respects to the descriptions thereof contained in each Registration Statement; and the statements made in the Prospectus under the caption "Description of Securities" and in the prospectus supplement dated , 1999, under the caption "Description of the Medium-Term Notes" (and the comparable provisions of any supplement to the Prospectus approved by the Agents), insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; (vii) each Registration Statement (and any post-effective amendment thereof) has become and is effective under the Act and the Securities have become registered under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated, and each Registration Statement (and any post-effective amendment thereof) and the Prospectus and each amendment thereof or supplement thereto (except for the financial statements and other financial data included therein as to which such counsel need express no opinion) when they became effective or were filed with the Securities and Exchange Commission complied as to form in all material respects with the requirements of the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations issued thereunder; (viii) the Company is not required to be fulfilledregistered as an investment company under the Investment Company Act of 1940; (ix) the Company is not subject to regulation under the Public Utility Holding Company Act of 1935; and (x) the Company is not a public utility as defined in the Federal Power Act. Such counsel shall state that based upon such counsel's participation in the preparation of each Registration Statement, this Agreement the Prospectus and documents incorporated by reference therein, such counsel's discussions with certain officers and employees of the 18 18 Company, such counsel's conferences with representatives of the Company's independent certified public accountants and such counsel's representation of the Company, nothing has come to the attention of such counsel causing it to believe that such Registration Statement (or any post-effective amendment thereof), at the time such Registration Statement became effective and at the effective time of any such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make statements therein not misleading, or that the Prospectus (as amended or supplemented, if amended or supplemented), as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion concerning financial or statistical data included therein) and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in any Registration Statement or the Prospectus and which is not disclosed therein. Such counsel shall also state that to the best knowledge of such counsel, no order directed to any document incorporated by reference in the Prospectus has been issued and no challenge has been made by any regulatory agency to the accuracy or adequacy of any such document. Insofar as such opinion relates to the enforceability of the Securities and the Indenture, such counsel may state that the enforceability thereof may be terminated limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Manager rights of creditors generally and may be limited by notice to general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the Corporation at any time at possible unavailability of specific performance, injunctive relief or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyequitable remedy and (b) concepts of materiality, except that the provisions of Section 5 hereofreasonableness, the indemnity good faith and contribution agreements set forth in Section 7 and 8 hereoffair dealing, and by laws with respect to or affecting the provisions remedies provided for in the Securities and the Indenture (provided that such laws do not, in the opinion of Section 10such counsel, 13 and 16 hereof shall remain in effect.make inadequate the remedies aff

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Terms Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicableor the Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of any Terms Agreement (and prior to the Settlement Date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (2b) An opinionNo order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(1) hereof shall have been issued, dated and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such timecounsel, of Mallesons ▇is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from Hunton A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Australian counsel to for the Corporation Agents, such opinion and letter, dated the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes and the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Esq., General Counsel of the Company, in form and scope satisfactory to the Agents and their counsel, substantially to the effect set forth in Exhibit D hereto. (f) On the Closing Date, the Agents shall have received the opinion and letter, addressed to the Agents and dated the Closing Date, of H▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letterLovells US LLP, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if the certificate is being delivered pursuant to a Terms Agreement (as hereafter defined), as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From KPMG LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse the effect on the holders of the Notes, which conditions in the United States on international financial markets shall be such) the effect of which is, in any case of any of the events described in clauses (i) through clause (iv) above, individually or in the aggregate(v), in the sole judgment of the ManagerPurchasing Agent, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Terms Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished to the Agents and to Hunton A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents as the Agents or counsel to the Agents may have reasonably requested prior to the Closing Date. (k) Subsequent to the execution of any Terms Agreement and prior to the Settlement Date: (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission in Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warranties, or the fulfillment of Company’s debt securities. If any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Terms Agreement) and all obligations of any Agent hereunder (or under any applicable Terms Agreement) may be terminated canceled by the Manager by notice any such Agent, insofar as this Agreement relates to such Agent at any time. Notice of such cancellation shall be given to the Corporation at any time at Company in writing, or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyby facsimile, except that the telephone or telex confirmed in writing. The provisions of Section 5 hereofSections 3(c), the indemnity and contribution agreements set forth in Section 7 and 8 hereof3(h), and the provisions of Section 104, 13 7, 8, 9, 13, 14 and 16 hereof shall remain survive any such cancellation. All opinions, letters, evidence and certificates mentioned above or elsewhere in effectthis Agreement shall be deemed to be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope reasonably satisfactory to counsel for the Agents.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Purchase Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicableor the Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of any Purchase Agreement (and prior to the closing date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (2b) An opinionNo order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(l) hereof shall have been issued, dated and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such timecounsel, of Mallesons ▇▇is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from Cravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇LLP, Australian counsel to for the Corporation Agents, such opinion and letter, dated the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes and the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of ▇▇▇▇ ▇▇▇ List, Esq., General Counsel of the Company, in form and scope satisfactory to the Agents and their counsel, substantially to the effect set forth in Exhibit D hereto. (f) On the Closing Date, the Agents shall have received the opinion and letter, addressed to the Agents and dated the Closing Date, of ▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letterLLP, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From Deloitte and Touche LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia the effect of conditions in the United States on international financial markets shall be such) the effect of which could reasonably be expected to have a material adverse effect on is, in any case described in clause (iv) or (v), in the holders judgment of the Notesrelevant Agent (which, which in the case of any of a syndicated issue, shall be the events described in clauses (i) through (iv) abovelead manager(s)), individually or in the aggregate, in the sole judgment of the Manager, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Purchase Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished with to the Agents and to Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents and opinions as they the Agents or counsel to the Agents may have reasonably require in order requested prior to evidence the accuracy and completeness of Closing Date. If any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations of the Agents hereunder may be terminated by the Manager by notice to the Corporation canceled on, or at any time at or prior to, any Closing Date by the Agents. Notice of such cancellation shall be given to the Time of Delivery Company in writing, or by facsimile, telephone or telex confirmed in writing. All opinions, letters, evidence and such termination certificates mentioned above or elsewhere in this Agreement shall be without liability of any party deemed to any other party, except that be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope satisfactory to counsel for the Agents. In the event that any Agent purchases Securities as a principal (whether pursuant to a Purchase Agreement or otherwise), the conditions of Section 5 hereof, 3 of the indemnity and contribution agreements Purchase Agreement set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof Exhibit C hereto shall remain in effectalso apply to such purchase.

Conditions of Obligations. of the Underwriters to Purchase the Firm ------------------------------------------------------------------ Shares. The several obligations of each Underwriter hereunder the Underwriters to purchase and pay for the Notes to be delivered at the Time of Delivery will ------ Firm Shares shall be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained Company set forth in Section 1 hereof as of the date hereof and as of the Time of Deliveryhereof, to the accuracy of the statements of any duly authorized officer or official officers of the Corporation and the Guarantor Company made in any certificate furnished given pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other its obligations hereunder to be performed at or prior to the Time of Delivery, and to the following further additional conditions: (1i) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery and no order of the Commission directed to the adequacy or accuracy of any part thereof document incorporated by reference in the Prospectus shall be in effect at such date; no proceedings for any such purpose shall be pending before, or threatened by, the Commission at the Time of Delivery; if the Completed Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Regulations, the Completed Prospectus shall have been issued under filed in the Act manner and within the time period required by Rule 424(b) of the Regulations and the Company shall have provided evidence reasonably satisfactory to the Representatives thereof; and the Representatives shall have received a certificate dated the Time of Delivery and signed by an executive officer of the Company to the effect that no such order is in effect and that no proceedings for any such purpose are pending before, or proceedings therefor initiated or to the knowledge of the Company threatened by by, the Commission; (2ii) no Underwriter there shall not have been advised by any change in the Corporation that matters described in the Registration Statement, letter furnished pursuant to Section 6(d) hereof the Time effect of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinwhich would, in the light opinion of the circumstances existing at such timeRepresentatives, materially and adversely affect the market for the Firm Shares; (iii) there shall not misleading; and (3) subsequent to have been, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectus (or any amendment or supplement thereto), there shall not have been except as may otherwise be stated in the Registration Statement and the Prospectus (or any amendment or supplement thereto), any material adverse change in the condition, financial positionor otherwise, results of operationor in the earnings, business affairs or business prospects of the Corporation Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the financial, political Prospectus (or economic conditions any amendment or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;supplement thereto). (b) At the Time of Delivery Delivery, there shall be in full force and effect an order or orders of the Manager shall have received:MPSC authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to the Representatives by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (1c) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, At the Time of Sale Prospectus with respect to Delivery, the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇Representatives shall have received from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Australian counsel to the Corporation ▇▇., Esq., Senior Vice President--Finance and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity General Counsel of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian lawCompany, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinionsWinthrop, such counsel may rely on the opinion of ▇▇Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , counsel for the Underwriters, opinions, dated the Time of Delivery, in substantially the form and substance prescribed in Exhibits A and B, respectively, hereto. (or other counsel satisfactory d) At the date of this Agreement, Deloitte & Touche LLP shall have furnished to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure Representatives a letter, dated as the date of such timethis Agreement, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, effect that: (i) they are independent public accountants with respect to the validity under Company within the laws meaning of New York the Act and the United States of America Regulations; (ii) in their opinion, the consolidated financial statements examined by them and incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Notes Act and the Guarantee Regulations and the Exchange Act and the Exchange Act Regulations; (iii) on the basis of limited procedures, not constituting an examination made in accordance with generally accepted auditing standards, including a reading of the Notes unaudited consolidated financial information incorporated by the Guarantor, the Registration Statement, reference in the Prospectus, the latest available interim financial statements of the Company, if any, a reading of the minute books of the shareholders and the Board of Directors of the Company since the close of the Company's most recent fiscal year through a specified date not more than five days prior to the date of such letter, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that (A) (1) any material modifications should be made to the unaudited consolidated financial statements incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or (2) the unaudited consolidated financial statements incorporated by reference in the Prospectus do not comply with the applicable accounting requirements of the Act or the Exchange Act as they apply to Form 10-Q and the Regulations or the Exchange Act Regulations; (B) at the date of the latest available interim balance sheet of the Company and at a subsequent specified date not more than five days prior to the date of such letter, there has been any change in the capital stock, or any increase in the long-term debt, or any decrease in net assets, in each case of the Company and as compared with amounts shown in the balance sheet as of the date of the latest financial statements incorporated by reference in the Prospectus, except in each case for changes, increases or decreases that the Registration Statement discloses have occurred or may occur, that were occasioned by the declaration of dividends or that are described in such letter identifying the same and specifying the amount thereof (in which case such letter shall be accompanied by an explanation of the Company as to the significance thereof unless such explanation is not deemed necessary by the Representatives); or (C) for the twelve months ended as of the date of the latest available unaudited financial statements, there were any decreases, as compared with the comparable period of the preceding year, in the Company's operating revenues, net income or earnings available for common stock, except in each case for decreases that the Registration Statement discloses have occurred or may occur, that were occasioned by the declaration of dividends or that are described in such letter identifying the same and specifying the amount thereof (in which case such letter shall be accompanied by an explanation of the Company as to the significance thereof unless such explanation is not deemed necessary by the Representatives); and (iv) they have performed certain other specified procedures with respect to certain amounts and percentages set forth in the Registration Statement or in the documents incorporated by reference in the Prospectus, as have been requested by the Representatives or counsel for the Underwriters and approved by the Company, and have found them to be in agreement with the records of the Company and the computations to be arithmetically correct. (e) At the Time of Sale Prospectus (if applicable) and other related matters as they may requireDelivery, and the Corporation and the Guarantor Deloitte & Touche LLP shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, Representatives a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and Delivery, to the Prospectuseffect that the statements set forth in the letter furnished pursuant to Section 6(d) hereof are reaffirmed, each as then amended or supplementedexcept that the specified date referred to therein shall be a date not more than five days prior to the Time of Delivery. (df) At the Time of Delivery, the Underwriters Representatives shall have received a certificate, dated the Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of the Time of Delivery with the same effect as if made at and as of the Time of Delivery; provided, however, that (A) if any post-effective amendment to the Registration Statement shall have been furnished filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment and (B) if the Completed Prospectus shall have been filed with such documents and opinions as they may reasonably require in order the Commission pursuant to evidence the accuracy and completeness of any Rule 424(b) of the representations Regulations, the Prospectus referred to in Sections 1(c), (e), (f), (g) and warranties(i) hereof shall be deemed, for the purposes of such certificate, to be the Completed Prospectus, (ii) the Company shall have performed all of its obligations hereunder to be performed at or prior to the fulfillment Time of any Delivery, (iii) if the Company shall have been required to file the Completed Prospectus with the Commission pursuant to Rule 424(b) of the conditionsRegulations, herein contained; the Company shall have done so and all (iv) the order or orders described in Section 6(b) hereof shall be in full force and effect. (g) All legal proceedings to be taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated Firm Shares shall be reasonably satisfactory in form and substance to counsel for the Underwriters. (h) Subsequent to the date of this Agreement, there shall not have occurred (i) any material change in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated by reference therein at the date thereof) that, in the opinion of the Representatives, would materially and adversely affect the market for the Firm Shares or (ii) any event or development relating to or involving the Company or any officer or director of the Company that, in the opinion of the Company and its counsel or the Representatives and counsel for the Underwriters, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Firm Shares. (i) The Firm Shares shall have been listed (subject to official notice of issuance) on the NYSE. (j) The NASD shall have confirmed that it has not raised any objection with respect to the fairness or reasonableness of the underwriting terms and arrangements of the offering of the Securities. If In case any condition of the conditions specified above in this Section 6 shall not have been fulfilled when and as required to be fulfilledat the Time of Delivery, this Agreement may be terminated by the Manager by Representatives upon notice thereof to the Corporation Company at any time at or prior to the Time of Delivery and Delivery. Any such termination shall be without liability of any party to any other partyparty hereunder, except as otherwise provided in Section 5 hereof and provided that the provisions of Section 5 hereofSections 1, the indemnity 5, 9 and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 14 hereof shall survive such termination and remain in full force and effect.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Terms Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicableor the Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of any Terms Agreement (and prior to the Settlement Date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (2b) An opinionNo order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(1) hereof shall have been issued, dated and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such timecounsel, of Mallesons is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from Hunton & W▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, Australian counsel to for the Corporation Agents, such opinion and letter, dated the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes and the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Esq., General Counsel of the Company, in form and scope satisfactory to the Agents and their counsel, substantially to the effect set forth in Exhibit D hereto. (f) On the Closing Date, the Agents shall have received the opinion and letter, addressed to the Agents and dated the Closing Date, of H▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letterLovells US LLP, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if the certificate is being delivered pursuant to a Terms Agreement (as hereafter defined), as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From KPMG LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse the effect on the holders of the Notes, which conditions in the United States on international financial markets shall be such) the effect of which is, in any case of any of the events described in clauses (i) through clause (iv) above, individually or in the aggregate(v), in the sole judgment of the ManagerPurchasing Agent, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Terms Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished to the Agents and to Hunton & W▇▇▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents as the Agents or counsel to the Agents may have reasonably requested prior to the Closing Date. (k) Subsequent to the execution of any Terms Agreement and prior to the Settlement Date: (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission in Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warranties, or the fulfillment of Company’s debt securities. If any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Terms Agreement) and all obligations of any Agent hereunder (or under any applicable Terms Agreement) may be terminated canceled by the Manager by notice any such Agent, insofar as this Agreement relates to such Agent at any time. Notice of such cancellation shall be given to the Corporation at any time at Company in writing, or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyby facsimile, except that the telephone or telex confirmed in writing. The provisions of Section 5 hereofSections 3(c), the indemnity and contribution agreements set forth in Section 7 and 8 hereof3(h), and the provisions of Section 104, 13 7, 8, 9, 13, 14 and 16 hereof shall remain survive any such cancellation. All opinions, letters, evidence and certificates mentioned above or elsewhere in effectthis Agreement shall be deemed to be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope reasonably satisfactory to counsel for the Agents.

Conditions of Obligations. The Your obligations of each Underwriter hereunder to purchase the Notes to be delivered at the Time of Delivery will shall be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryin Section 1 hereof, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation Company of its covenants, agreements and the Guarantor of all their respective covenants obligations contained in Sections 3 and other obligations hereunder 5 hereof, and to the following further additional conditions: (1a) No stop order suspending the effectiveness of the The Registration Statement or any part thereof shall have been issued under become effective not later than 5:00 p.m., Eastern Standard Time, on the Act day following the date of this Agreement, or proceedings therefor initiated or threatened by such later time and date as you and the Commission; (2) no Underwriter Company shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleadingagreed; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has shall have been issued and by the Commission and, to the best knowledge of the Company or you, no proceedings for that purpose shall have been instituted or are contemplated by the Commission and thatinstituted, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in threatened or contemplated by the Time Commission; and any request by the Commission for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of Sale Prospectus you or your counsel. (b) You shall not have advised the Company that the Registration Statement or the Prospectus;, or any amendment or any supplement thereto, in the reasonable opinion of you or your counsel, contains any untrue statement of fact which is material, or omits to state a fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading. (2c) An opinionAny request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with in all material respects. (d) The Company shall not have filed with the Commission the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus without consent of the Dealer Manager, which consent shall not have been unreasonable withheld or delayed. (e) The Dealer Manager shall not have discovered and disclosed to the Company, on or prior to the date of this Agreement, that the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus contains an untrue statement of a fact that, in the reasonable opinion of the Dealer Manager, is material or omits to state a fact that, in the reasonable opinion of the Dealer Manager, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (f) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement and the Rights and the form of the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated by this Agreement are reasonably satisfactory in all material respects to the Dealer Manager and its counsel, and the Company has furnished to the Dealer Manager and such counsel all documents and information that they may reasonably request to enable them to pass upon those matters. (g) Butzel Long, as counsel to the Company, has furnished to the Dealer Manager on the date of this Agreement their opinion dated as the date of such timethis Agreement, of Mallesons and addressed to the Manager, to the effect set out in Exhibit B to this Agreement. (h) Dyk▇▇▇ ▇▇s▇▇▇▇ ▇▇▇▇▇▇LC, Australian as counsel to the Corporation and the GuarantorDealer Manager, or such other counsel satisfactory has furnished to the Dealer Manager receiving such opinionon the date of this Agreement their opinion dated the date of this Agreement, with respect and addressed to the Corporation being duly constitutedManager, to the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus effect set out in Exhibit C to this Agreement. (if applicablei) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have The Company has furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely Dealer Manager on the opinion date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory this Agreement a certificate, dated the date of this Agreement, of its President and its Chief Financial Officer stating the information specified in Exhibit D to the Manager receiving such opinions) as to all matters governed by United States law;this Agreement. (3j) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇Pla▇▇▇ ▇▇r▇▇ ▇▇▇▇ (or other counsel satisfactory s furnished to the Dealer Manager receiving such opinions) as to all matters governed by New South Wales on the date of this Agreement a letter dated the date of this Agreement, and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel addressed to the UnderwritersDealer Manager, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect effect set out in Exhibit E to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplementedthis Agreement. (dk) At The shares of Common Stock issuable upon purchase of the Time Units and exercise of Delivery, the Underwriters shall Warrants have been furnished with such documents and opinions as they may reasonably require in order to evidence listed on the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effectapplicable exchange.

Conditions of Obligations. The Your obligations to sell the Shares as agent of each Underwriter hereunder Sea Containers and your obligations to purchase the Notes Shares pursuant to be delivered at the Time of Delivery any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of Sea Containers herein on the Corporation most recent Effective Date, any applicable Representation Date and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)applicable Settlement Date, to the performance and observance by the Corporation and the Guarantor Sea Containers of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed, and to the following further conditionsadditional conditions precedent: (1a) No The Registration Statement is effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any part thereof jurisdiction shall have been issued under the Act or and not lifted, and no proceedings therefor initiated or threatened by the Commission; (2) no Underwriter for such purposes shall have been advised instituted and continue to be pending, or, to your knowledge or the knowledge of Sea Containers, shall be threatened, and all requests for additional information by the Corporation that Commission shall have been complied with to your reasonable satisfaction. (b) At each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, you shall have received: (1) The opinion, dated as of such Settlement Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, United States counsel to Sea Containers, in form reasonably satisfactory to you and your counsel, to the effect that: (i) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in the United States to which Sea Containers or any of its subsidiaries is a party or to which any of its or their properties is subject and which are required to be disclosed in the Registration Statement or the Prospectus; (ii) The execution and delivery by Sea Containers of this Agreement and the Terms Agreement, the performance by Sea Containers of, or its compliance with, its obligations under this Agreement and the Terms Agreement, and the consummation of the transactions contemplated herein and in the Registration Statement, including the Time sale and delivery by Sea Containers of Sale Prospectus the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Sea Containers or any of the subsidiaries under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to be listed in an annex to such opinion, which shall include any material indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which Sea Containers or any of its subsidiaries is a party, by which it is bound, or to which any of its property or assets is subject, and which is (x) described or referred to in the Prospectus, or incorporated by reference or is filed as an exhibit to the Registration Statement, (y) relating to a loan or other financing in an aggregate amount exceeding $100,000,000, or (z) reasonably requested by you, or (B) any United States federal or New York statute, rule or regulation or any decree, judgment or order, known to such counsel, of any United States federal or New York court or governmental agency or body specifically applicable to Sea Containers or any of its subsidiaries or any of their properties, except for such breaches, violations, defaults, liens, charges or encumbrances that would not have a Material Adverse Effect; (iii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any United States federal or New York governmental agency or, to the best of such counsel's knowledge, any United States federal or New York court is required for the performance by Sea Containers of its obligations under this Agreement and the Terms Agreement, or the consummation of the transactions contemplated by this Agreement in connection with the valid sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except, in the case of the Shares and the Rights associated therewith, (a) such as have been obtained or made under the 1933 Act, and (b) such as may be required under state securities laws in connection with the purchase and distribution of the Shares and Rights by you, and except in the case of the Preferred Shares issuable upon the exercise of the Rights associated with the Shares, (a) such as may be required under the 1933 Act or the 1934 Act, and (b) such as may be required under state securities laws in connection with the issuance of the Preferred Shares upon the exercise of such Rights; (iv) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for that purpose have been initiated or are pending or threatened; (I) The Registration Statement, the Prospectus and each amendment or supplement theretothereto comply as to form in all material respects with the requirements of the 1933 Act and the rules of the Commission thereunder; (II) each document incorporated by reference in the Registration Statement and Prospectus, at the time it such document was initially filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act and the rules of the Commission thereunder; and (III) the descriptions in the Registration Statement and the Prospectus of contracts and other documents, of United States federal and New York statutes, and of legal and governmental proceedings in the United States, are accurate summaries in all material respects and fairly present the information required to be delivered given; (vi) such counsel does not know of any contracts or documents required to a purchaser be described in the Registration Statement or Prospectus, or required to be filed as exhibits to the Registration Statement or incorporated by reference in the Registration Statement or Prospectus, which are not described or filed or incorporated by reference as required, it being understood that such counsel need not express any opinion as to the financial statements and related notes and schedule or schedules or other financial information and statistical data in the Registration Statement or the Prospectus; (vii) The Class A Shares (including the Shares) and the Rights associated therewith are listed on the New York Stock Exchange, Inc. and the Pacific Exchange, Inc.; (viii) Sea Containers is eligible to use Form S-3 for the registration under the 1933 Act of the Notesoffer and sale of the Shares as described in the Prospectus, and the Registration Statement meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act; (ix) Sea Containers is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; (x) Orient-Express Hotels Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; and (xi) Sea Containers' submission (pursuant to Section 16 of this Agreement) to the personal jurisdiction of the courts of the State of New York in the County of New York or the United States District Court for the Southern District of New York with respect to any action or proceeding arising out of, or based on, this Agreement is valid and enforceable against Sea Containers, and Sea Containers' appointment of Sea Containers America Inc. and Corporation Service Company as the designees, appointees and agents upon whom process may be served in any such action or proceeding is also valid and enforceable against Sea Containers. The enforceability of such submission and appointment is subject to, and may be limited by, (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of the rights of creditors, (ii) general principles of equity, and (iii) the discretion of United States federal or New York State courts with respect to venue, as provided in 28 U.S.C. ss. 1404(a) and New York CPLR ss. 510, respectively. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may limit such opinion to the laws of the United States of America and the State of New York and the General Corporation Law of Delaware and may rely as to factual matters on certificates obtained from officers of Sea Containers and public officials. The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP will also state that, while such counsel have not made any independent investigation of, are not passing upon and do not assume responsibility for, the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus (other than as indicated in clause (III) of paragraph (v) above), on the basis of discussions regarding the business and affairs of Sea Containers and such counsel's familiarity with certain matters relating to such business and affairs as a result of having served as United States counsel for Sea Containers in connection with certain previous transactions, nothing has come to their attention that would lead them to believe that the Registration Statement (other than the financial statements and notes and other financial and statistical data included in the Registration Statement and Prospectus, as to which such counsel expresses no view), at the most recent Effective Date (or, if, after such Effective Date, Sea Containers files any documents pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act which are incorporated by reference into the Registration Statement, at the time of the most recent such filing), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than the financial statements and notes and other financial and statistical data included in the Registration Statement and Prospectus, as to which such counsel expresses no view), on the most recent Effective Date, or on the appropriate Settlement Date or Representation Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (2) An The opinion, dated as of such timeSettlement Date, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian Bermuda counsel to Sea Containers, in form reasonably satisfactory to you and your counsel, to the Corporation effect that: (i) Each of Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd. and Contender 2 Ltd. is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of Bermuda; (ii) Sea Containers has all requisite corporate power and authority under its Constitutional Documents (as defined) to own, lease, manage and operate its properties and to conduct its business as described in the Registration Statement and the GuarantorProspectus and to enter into and perform its obligations under this Agreement and the Terms Agreement; (iii) This Agreement and the Terms Agreement have been duly authorized, executed and delivered by Sea Containers and constitute valid and binding obligations of Sea Containers enforceable against Sea Containers in accordance with their terms; (iv) The issued and outstanding Class A Shares have been duly authorized and validly issued and are fully paid and non-assessable; (v) None of the outstanding Class A Shares were issued in violation of any pre-emptive or such other counsel satisfactory similar rights of any security holder of Sea Containers pursuant to the Manager receiving such opinionConstitutional Documents (as defined); (vi) The Shares have been duly authorized for sale and delivery to you pursuant to the terms of this Agreement and the Terms Agreement, and when sold and delivered by Sea Containers pursuant to the terms of this Agreement and the Terms Agreement, against payment of the consideration set forth in the Terms Agreement, will be validly issued, fully paid and non-assessable, and no holder of the Shares is or will be subject to personal liability with respect to the Corporation debts or obligations of Sea Containers solely by reason of being such a holder. (vii) The Rights Agreement has been duly constitutedauthorized, executed and delivered by Sea Containers, the validity of the Notes and the Guarantee of the Notes Rights have been duly authorized by the GuarantorSea Containers, the Registration Statement, Rights attached to the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian lawShares are validly issued, and the Corporation Preferred Shares issuable upon the exercise of the Rights have been duly authorized by Sea Containers and validly reserved for issuance upon the Guarantor shall have furnished to such counsel such documents as he requests for exercise of the purpose of enabling him to pass Rights and, when issued upon such matters; exercise in rendering such opinionsaccordance with the terms of the Rights Agreement, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States lawwill be validly issued, fully paid and non-assessable; (3viii) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to Based solely on the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America results of the Notes and the Guarantee of the Notes by the GuarantorLitigation Search (as defined), the Registration Statementthere is not pending any action, the Prospectussuit, the Time of Sale Prospectus (if applicable) and other related matters as they may requireproceeding, and the Corporation and the Guarantor shall have furnished inquiry or investigation in Bermuda, to such counsel such documents as they request for the purpose of enabling them which Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd. or Contender 2 Ltd. is a party or to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States property of America Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd. or the Commonwealth of Australia Contender 2 Ltd. is involved subject, before or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor brought by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); court or (v) any amendment to the lawsgovernmental agency or body in Bermuda, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have result in a material adverse effect on Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually properties or in the aggregate, in the sole judgment of the Manager, makes it impracticable assets thereof or inadvisable to proceed with the consummation of the purchase transactions contemplated by this Agreement or the performance by Sea Containers of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplementedits obligations hereunder. (dix) At The information in the Time Prospectus under the captions "Risk Factors - Other Risk Factors - We cannot assure you that a judgment of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require a United States court for liabilities under U.S. securities laws would be enforceable in order to evidence the accuracy and completeness of any of the representations and warrantiesBermuda, or that an original action can be brought in Bermuda against Sea Containers for liabilities under U.S. securities laws," "Risk Factors - Other Risks - Sea Containers' directors and officers may control the fulfillment outcome of any most matters submitted to a vote and of its shareholders," "Risk Factors - Other Risks - Provisions in Sea Containers' charter documents may discourage potential acquisitions of Sea Containers, even those which the conditions, herein contained; holders of a majority of its class A common shares might favor," and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale "Description of the Notes as herein contemplated shall be satisfactory in form and substance Common Shares," to the Underwriters. If any condition specified extent such information constitutes matters of Bermuda law, is accurate in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effectall material respects.

Conditions of Obligations. The Your several obligations of each Underwriter hereunder to solicit offers to purchase the Notes Offered Securities as Agent(s) and your obligations to be delivered at the Time of Delivery purchase Offered Securities pursuant to any Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryCompany herein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any each certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed and to the following further conditionsadditional conditions precedent: (1a) No stop At and subsequent to the date hereof and at each Closing Time no stop-order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and remain outstanding and no proceedings for that purpose shall have been instituted or, to your knowledge or the Act knowledge of the Company, threatened or proceedings therefor initiated or threatened contemplated by the Commission; . (2b) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion or opinions, dated, as applicable, either the date hereof or such Closing Time, of one or more counsels for the Company acceptable to the Agents (it being understood that the opinion of the General Counsel and/or Vice President, Legal of the Company shall be acceptable to the Agents unless otherwise provided in the Terms Agreement), substantially identical to the proposed form of their opinions heretofore delivered to each of you. (i) At the date hereof and at each Closing Time, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (except as set forth in or contemplated by the Registration Statement and the Prospectus), the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, nor shall there have been any material decrease in the stockholders' equity or any material increase in the long-term debt of the Company or any material adverse change in the condition, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business. (ii) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received a certificate, dated, as applicable, the date hereof or such Closing Time, signed by the officers of the Company specified in Section 4(g), certifying that, to the best of their knowledge after reasonable investigation, the statements made in the immediately preceding paragraph (i) are accurate and to the effect that (A) no Underwriter stop- order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, are threatened or contemplated by the Commission, (B) the Registration Statement and the Prospectus conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, (C) neither the Registration Statement nor the Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) statements or omissions in the Registration Statement or the Prospectus made in reliance upon information furnished in writing to the Company by any of you or on your behalf or on behalf of any of the Trustees expressly for use therein or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility under the Trust Indenture Act on Form T-1 of any Trustee, except statements or omissions in such Statement made in reliance upon information furnished in writing to such Trustee by or on behalf of the Company for use therein, and (D) the representations and warranties of the Company included in Sections 2(a) through 2(g) are, as of the Closing Time, accurate in all material respects and the Company has performed and observed all covenants and agreements herein contained on its part to be performed and observed prior to the Closing Time. (d) At the date hereof, and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have been advised received a letter, dated as of the Closing Time, signed by the Corporation Accountants, substantially identical to the proposed form of such letter heretofore delivered to each of you. (e) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated such date, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, or other counsel selected by the Agents, with respect to the Company, the Offered Securities, the Registration Statement, including the form of final prospectus included therein, this Agreement and the form and sufficiency of all proceedings taken in connection with the authorization, sale and delivery of the Offered Securities, all of which shall be satisfactory in all respects to you, and the Company shall have furnished to your counsel such documents as such counsel may reasonably request for the purpose of enabling them to render such opinion. (f) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, the Company shall have furnished to each of Sale Prospectus or the Prospectusyou (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) such further information and documents as you may have reasonably requested. (g) There shall not have occurred any change, or any amendment development involving a prospective change, involving currency exchange rates, exchange controls, taxation or supplement theretosimilar matters that in your respective judgments makes it impracticable or inadvisable to proceed with your solicitation of offers to purchase the Offered Securities denominated in the affected currency or currencies, or your purchase of such Offered Securities from the Company as principal; provided, however, that any such change or development shall not affect your respective obligations with respect to Offered Securities denominated in any currency not so affected. Your respective obligations to purchase Offered Securities pursuant to any Terms Agreement (or as contemplated by the last sentence of Section 3(b) hereof) will be subject to the following further conditions: (a) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of the applicable Terms Agreement shall not have been lowered since that date nor shall any such organization have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any debt securities of the Company and (b) there shall not have come to your attention any facts that would cause you to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesOffered Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The Your obligations to sell the Shares as agent of each Underwriter hereunder Sea Containers and your obligations to purchase the Notes Shares pursuant to be delivered at the Time of Delivery any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of Sea Containers herein on the Corporation most recent Effective Date, any applicable Representation Date and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)applicable Settlement Date, to the performance and observance by the Corporation and the Guarantor Sea Containers of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed, and to the following further conditionsadditional conditions precedent: (1a) No The Registration Statements are effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement Statements or the suspension of the qualification of the Shares for offering or sale in any part thereof jurisdiction shall have been issued under the Act or and not lifted, and no proceedings therefor initiated or threatened by the Commission; (2) no Underwriter for such purposes shall have been advised instituted and continue to be pending, or, to your knowledge or the knowledge of Sea Containers, shall be threatened, and all requests for additional information by the Corporation that Commission shall have been complied with to your reasonable satisfaction. (b) At each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, you shall have received: (1) The opinion, dated as of such Settlement Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, United States counsel to Sea Containers, in form reasonably satisfactory to you and your counsel, to the effect that: (i) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in the United States to which Sea Containers or any of its subsidiaries is a party or to which any of its or their properties is subject and which are required to be disclosed in the Registration StatementStatements or the Prospectus; (ii) The execution and delivery by Sea Containers of this Agreement and the Terms Agreement, the Time performance by Sea Containers of, or its compliance with, its obligations under this Agreement and the Terms Agreement, and the consummation of Sale Prospectus the transactions contemplated herein and in the Registration Statements, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Sea Containers under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, or is filed or incorporated by reference as an exhibit to the Registration Statements and to which Sea Containers or any of its subsidiaries is a party or by which they are bound or to which any of their property or assets is subject, or (B) any United States federal or New York statute, rule or regulation or any decree, judgment or order, known to such counsel, of any United States federal or New York court or governmental agency or body specifically applicable to Sea Containers or any of its subsidiaries or any of their properties, except for such breaches, violations, defaults, liens, charges or encumbrances that would not have a Material Adverse Effect; (iii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any United States federal or New York governmental agency or Bermuda governmental body or, to the best of such counsel's knowledge, any United States federal or New York court is required for the performance by Sea Containers of its obligations under this Agreement and the Terms Agreement, or the consummation of the transactions contemplated by this Agreement in connection with the valid sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except, in the case of the Shares and the Rights associated therewith, (a) such as have been obtained or made under the 1933 Act, and (b) such as may be required under state securities laws in connection with the purchase and distribution of the Shares and Rights by you, and except in the case of the Preferred Shares issuable upon the exercise of the Rights associated with the Shares, (a) such as may be required under the 1933 Act or the 1934 Act, and (b) such as may be required under state securities laws in connection with the issuance of the Preferred Shares upon the exercise of such Rights; (iv) The Registration Statements are effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statements is in effect and no proceedings for that purpose have been initiated or are pending or threatened; (I) The Registration Statements, the Prospectus and each amendment or supplement theretothereto comply as to form in all material respects with the requirements of the 1933 Act and the rules of the Commission thereunder; (II) each document incorporated by reference in the Registration Statements and Prospectus, at the time it such document was initially filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act and the rules of the Commission thereunder; (III) the descriptions in the Registration Statements and the Prospectus of contracts and other documents, of United States federal and New York statutes, and of legal and governmental proceedings in the United States, are accurate summaries in all material respects and fairly present the information required to be delivered given; (vi) such counsel does not know of any contracts or documents required to a purchaser be described in the Registration Statements or Prospectus, or required to be filed as exhibits to the Registration Statements or incorporated by reference in the Registration Statements or Prospectus, which are not described or filed or incorporated by reference as required, it being understood that such counsel need express no opinion as to the financial statements and related notes and schedule or schedules or other financial information and statistical data in the Registration Statements or the Prospectus; (vii) The Class A Shares, (including the Shares) and the Rights associated therewith are listed on the New York Stock Exchange, Inc. and the Pacific Exchange; (viii) Sea Containers is eligible to use Form S-3 for the registration under the 1933 Act of the Notesoffer and sale of the Shares as described in the Prospectus, and the Registration Statements meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act; (ix) Sea Containers is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; (x) Orient-Express Hotels Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; and (xi) Sea Containers' submission (pursuant to Section 16 of this Agreement) to the personal jurisdiction of the courts of the State of New York in the County of New York or the United States District Court for the Southern District of New York with respect to any action or proceeding arising out of, or based on, this Agreement is valid and enforceable against Sea Containers, and Sea Containers' appointment of Sea Containers America Inc. and Corporation Service Company as the designees, appointees and agents upon whom process may be served in any such action or proceeding is also valid and enforceable against Sea Containers. The enforceability of such submission and appointment is subject to, and may be limited by, (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of the rights of creditors, (ii) general principles of equity, and (iii) the discretion of United States federal or New York State courts with respect to venue, as provided in 28 U.S.C. ss. 1404(a) and New York CPLR ss. 510, respectively. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may limit such opinion to the laws of the United States of America and the State of New York and the General Corporation Law of Delaware and may rely as to factual matters on certificates obtained from officers of Sea Containers and public officials. The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP will also state that, while such counsel have not made any independent investigation of, are not passing upon and do not assume responsibility for, the accuracy or completeness of the statements contained in the Registration Statements or the Prospectus (other than as indicated in clause (III) of paragraph (v) above), on the basis of discussions regarding the business and affairs of Sea Containers and such counsel's familiarity with certain matters relating to such business and affairs as a result of having served as United States counsel for Sea Containers in connection with certain previous transactions, nothing has come to their attention that would lead them to believe that the Registration Statements (other than the financial statements and notes and other financial and statistical data included in the Registration Statements and Prospectus, as to which such counsel expresses no view), at the most recent Effective Date (or, if, after such Effective Date, Sea Containers files any documents pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act which are incorporated by reference into the Registration Statements, at the time of the most recent such filing), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than the financial statements and notes and other financial and statistical data included in the Registration Statements and Prospectus, as to which such counsel expresses no view), on the most recent Effective Date, or on the appropriate Settlement Date or Representation Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (2) An The opinion, dated as of such timeSettlement Date, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other , Bermuda counsel to Sea Containers, in form reasonably satisfactory to you and your counsel, to the Manager receiving such opinionseffect that: (i) as to all matters governed by United States lawEach of Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd.and Contender 2 Ltd. is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of Bermuda; (3ii) An opinion Sea Containers has all requisite corporate power and disclosure letterauthority under its Constitutional Documents (as defined) to own, dated lease, manage and operate its properties and to conduct its business as described in the Registration Statements and the Prospectus and to enter into and perform its obligations under this Agreement [and the Terms Agreement]; (iii) This Agreement [and the Terms Agreement] have been duly authorized, executed and delivered by Sea Containers and constitute valid and binding obligations of such time, Sea Containers enforceable against Sea Containers in accordance with their terms; (iv) The issued and outstanding Class A Shares have been duly authorized and validly issued and are fully paid and non-assessable; (v) None of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel the outstanding Class A Shares were issued in violation of any pre-emptive or other similar rights of any security holder of Sea Containers pursuant to the Corporation Constitutional Documents (as defined); (vi) The Shares have been duly authorized for sale and delivery to you pursuant to the terms of this Agreement and the GuarantorTerms Agreement, or such other counsel satisfactory and when sold and delivered by Sea Containers pursuant to the Manager receiving such opinion terms of this Agreement and letterthe Terms Agreement, against payment of the consideration set forth in the Terms Agreement, will be validly issued, fully paid and non-assessable, and no holder of the Shares is or will be subject to personal liability with respect to the validity under the laws debts or obligations of New York Sea Containers solely by reason of being such a holder. (vii) The Rights Agreement has been duly authorized, executed and the United States of America of the Notes and the Guarantee of the Notes delivered by the GuarantorSea Containers, the Registration StatementRights have been duly authorized by Sea Containers, the Prospectus, Rights attached to the Time of Sale Prospectus (if applicable) and other related matters as they may requireShares are validly issued, and the Corporation Preferred Shares issuable upon the exercise of the Rights have been duly authorized by Sea Containers and validly reserved for issuance upon the Guarantor shall have furnished to such counsel such documents as they request for exercise of the purpose of enabling them to pass Rights and, when issued upon such matters; exercise in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on accordance with the opinions terms of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales Rights Agreement, will be validly issued, fully paid and Australian lawnon-assessable; (4viii) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to Based solely on the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General results of the State of New South WalesLitigation Search (as defined), there is not pending any action, suit, proceeding, inquiry or any successor independent auditorinvestigation in Bermuda, to which Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd.or Contender 2 Ltd. is a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension party or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in to which the United States property of America Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd. or the Commonwealth of Australia Contender 2 Ltd. is involved subject, before or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor brought by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); court or (v) any amendment to the lawsgovernmental agency or body in Bermuda, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have result in a material adverse effect on Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement or the performance by Sea Containers of its obligations hereunder. (ix) The information in the Prospectus under the captions "Risk Factors -- Other Risk Factors -- We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Bermuda, or that an original action can be brought in Bermuda against Sea Containers for liabilities under U.S. securities laws," "Risk Factors -- Other Risks -- Sea Containers' directors and officers may control the outcome of most matters submitted to a vote and of its shareholders," "Risk Factors -- Other Risks -- Provisions in Sea Containers' charter documents may discourage potential acquisitions of Sea Containers, even those which the holders of a majority of its class A common shares might favor," and "Description of Common Shares," to the Notesextent such information constitutes matters of Bermuda law, which is accurate in all material respects. (x) The execution and delivery by Sea Containers of this Agreement [and the Terms Agreement], the performance by Sea Containers of, or its compliance with, its obligations under this Agreement [and the Terms Agreement], and the consummation of the transactions contemplated herein and the Terms Agreement or in the case Registration Statements, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the events described in clauses (i) through (iv) aboveterms or provisions of, individually or constitute a default under, or result in the aggregatecreation or imposition of any lien, charge or encumbrance upon any property or assets of Sea Containers under (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each or is filed or incorporated by reference as then amended an exhibit to the Registration Statements, and to which Sea Containers, Orient-Express Hotels Ltd., Sea Containers SPC Ltd.or Contender 2 Ltd. is a party or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as by which they may reasonably require in order are bound or to evidence the accuracy and completeness of which any of the representations and warrantiestheir property or assets is subject, except for such breaches, violations, defaults, liens, charges or the fulfillment of any of the conditionsencumbrances, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall if any, that would not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.a Material Adverse Effect),

Conditions of Obligations. The obligations obligation of each Underwriter hereunder any Agent to solicit offers to purchase the Notes as agent of the Company and the obligation of any Agent to be delivered at the Time of Delivery will purchase Notes as principal pursuant to any Terms Agreement shall, in each case, be subject to the accuracy of the representations and warranties on the part of the Corporation and Company herein (and, in the Guarantor herein contained case of an obligation of an Agent to purchase Notes as of principal, in or incorporated by reference in the date hereof and as of the Time of DeliveryTerms Agreement relating to such purchase), to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed and to the following further conditionsadditional conditions precedent: (1a) No stop You shall have received, on the date hereof, a Certificate, dated the date hereof, signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a member of the Office of the President or a Vice President and the principal financial or accounting officer of the Company, stating that the signers of such certificate have carefully examined the Registration Statement and the Prospectus and that (i) no order suspending the effectiveness of the Registration Statement or any part thereof shall have the qualification of the Indenture or prohibiting the sale of the Notes has been issued under and no proceedings for such purpose are pending before or, to the Act or proceedings therefor initiated or knowledge of the Company, threatened by the Commission; , (2ii) no Underwriter shall have been advised by in the Corporation that opinion of the signers, the statements made in the Registration Statement, Statement and the Time of Sale Prospectus or are true and correct in all material respects and neither the Prospectus, or Registration Statement nor the Prospectus omits to state any amendment or supplement thereto, at the time it was material fact required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact stated therein or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timerespectively, not misleading; and misleading (3other than the omission of information from the Prospectus that the Prospectus contemplates shall be set forth in a supplement thereto), (iii) subsequent to since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, there shall has not been any material adverse change in the business, properties, financial condition or earnings of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, other than as set forth in or contemplated by the Registration Statement and Prospectus, and since such dates, except in the ordinary course of business, neither the Company nor any of its subsidiaries has entered into any material transaction (when viewed with respect to the Company and its subsidiaries taken as a whole) not referred to in the Registration Statement and the Prospectus, (iv) neither the Company nor any of its subsidiaries has any material contingent obligations (when viewed with respect to the Company and its subsidiaries taken as a whole) that are not disclosed in the Registration Statement and the Prospectus, (v) there are no material pending legal proceedings (when viewed with respect to the Company and its subsidiaries taken as a whole) to which the Company or any of its subsidiaries is a party, or of which property of the Company or of any of its subsidiaries is the subject, that are not disclosed in the Registration Statement and the Prospectus, (vi) this Agreement and the offering and sale of the Notes will not be in contravention of the provisions of any indenture, agreement or undertaking to which the Company is a party or by which it is bound, and (vii) on the basis of financial information prepared for internal use by management and relating to the Company and its subsidiaries for the period subsequent to June 30, 1997 they have no reason to believe that there has been any material adverse change in the financial positionposition of the Company and its subsidiaries from that set forth in or contemplated by the Registration Statement and Prospectus, or that there has been any material adverse change in the results of operation, business affairs or business prospects operations of the Corporation or Company and its subsidiaries as compared with the financialcorresponding period in the prior year, political or economic conditions or the financial or economic prospects of the Guarantor except in all instances as set forth in or contemplated by the Time of Sale Registration Statement and Prospectus or changes in the Prospectus;ordinary course of business or from dividends paid or declared. (b) At the Time of Delivery the Manager You shall have received: (1) A certificate or certificates, dated as of such timeon the date hereof, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An an opinion, dated as of such timethe date hereof, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, your counsel, (or other counsel satisfactory i) to the Manager receiving such opinionseffect that the Registration Statement and the Prospectus (except as to financial statements and other financial data contained therein, as to which said counsel need express no opinion) and any amendments or supplements thereto comply as to form in all material respects with the applicable requirements of the Securities Act and the Regulations and the Exchange Act and the rules and regulations of the Commission thereunder and (ii) as to all matters governed by United States law; (3) An opinion the qualification and disclosure lettervalidity of the Indenture, dated as the validity of such timethe Notes, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel the corporate proceedings incident to the Corporation issuance and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America sale of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and such other related legal matters as they may require, and the Corporation and the Guarantor to which you shall have furnished to such counsel such documents as they request for reasonably requested an opinion. (c) You shall have received, on the purpose of enabling them to pass upon such matters; in giving their date hereof, an opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on addressed to you, dated the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel date hereof and satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such timeyou, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, U.S. special counsel for the Company, to the Underwriterseffect that (i) this Agreement (and, or such other counsel satisfactory if the opinion is being given pursuant to Section 6(d) hereof on account of the Company having agreed to sell Notes to an Agent as principal, the applicable Terms Agreement) has been duly authorized, executed and delivered by the Company, (ii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the Manager receiving such opinion and letterextent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (C) requirements that a claim with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems Notes denominated other than in the United States dollars (or Australia; a judgment denominated other than in United States dollars in respect of such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (D) governmental authority to limit, delay or prohibit the making of payments in foreign currencies, currency units or composite currencies outside the United States (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6(d) hereof on account of the Company having agreed to sell Notes to an Agent as herein contemplated shall be satisfactory principal, the applicable Terms Agreement) have been duly authorized by requisite corporate action on the part of the Company, and the Notes, when the terms thereof have been fixed by an authorized representative of the Company, in form conformity with the Indenture and substance the resolutions of the Board of Directors of the Company and the Finance Committee of the Board, and when issued by the Company in accordance with the Administrative Procedures attached as Exhibit B hereto and the officers' certificate pursuant to the UnderwritersIndenture and delivered to and paid for in accordance with the terms of this Agreement, will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (C) requirements that a claim with respect to the Notes denominated other than in the United States dollars (or a judgment denominated other than in United States dollars in respect of such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (D) governmental authority to limit, delay or prohibit the making of payments in foreign currencies, currency units or composite currencies outside the United States, (iv) the statements contained in the Prospectus under the heading "Description of Securities" and in the Prospectus Supplement under the heading "Description of Notes", insofar as they purport to summarize certain provisions of the laws and documents referred to therein, fairly summarize such provisions in all material respects, (v) the Indenture and the forms of the Notes conform to the descriptions thereof contained in the Prospectus, and (vi) the Registration Statement (except as to financial statements, schedules and other financial and statistical data contained or incorporated by reference therein or excluded therefrom, or the exhibits to the Registration Statement, including the Forms T-1, as to which such counsel need express no opinion) at the Effective Date (or, if applicable, at the effective date of any post-effective amendment thereto) and the Prospectus (except as to financial statements, schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), as of its date, excluding the Incorporated Documents, appeared on their face to be appropriately responsive in all material respects to the applicable provisions of the Securities Act and the Regulations. If Such counsel shall also state that they have been advised by the Commission that the Indenture has been qualified under the Trust Indenture Act. In rendering the opinions required by clauses (ii) and (iii) of this opinion, such counsel may assume that the execution and delivery by the Company of the Indenture and the Notes and the performance of its obligations thereunder do not and will not violate, conflict with or constitute a default under (i) any condition specified agreement or instrument to which the Company or any of its properties is subject (except that they do not make the assumption set forth in this Section 6 shall clause (i) with respect to the Certificate of Incorporation or the By-Laws), (ii) any law, rule, or regulation to which the Company or any of its properties is subject (except that they do not make the assumption set forth in this clause (ii) with respect to the Delaware General Corporation Law and those laws, rules and regulations (other than securities and antifraud laws) of the State of New York which, in their experience, are normally applicable to transactions of the type contemplated by the Indenture, but without such counsel having made any special investigation concerning any other laws, rules or regulations), (iii) any judicial or regulatory order or decree of any governmental authority or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. In rendering the opinions required by clause (iii) of this paragraph (c), such counsel may assume that at the time of the issuance, sale and delivery of each particular Note the authorization of the Notes will not have been fulfilled when modified or rescinded and, with respect to each Note, that such Note will conform to the forms of the Notes examined by such counsel and as that at the time of the issuance, sale and delivery of each particular Note there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Note and that the issuance, sale and delivery of such Note, all of the terms of such Note and the performance by the Company of its obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and will not result in a default under or a breach of any agreement or instrument then binding upon the Company or its properties. In rendering the opinion required by clause (vi) of this paragraph (c), such counsel may also state that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus other than those portions thereof contained in or under the headings "Description of Securities" in the Prospectus and "Description of Notes" in the Prospectus Supplement. (d) You shall have received, on the date hereof, an opinion, addressed to you, dated the date hereof and satisfactory to you, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Assistant General Counsel of Beneficial Management Corporation of America, a wholly owned subsidiary of the Company, to the effect that (i) the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Delaware, (ii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be fulfilledlimited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (C) requirements that a claim with respect to the Notes denominated other than in the United States dollars (or a judgment denominated other than in United States dollars in respect of such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (D) governmental authority to limit, delay or prohibit the making of payments in foreign currencies, currency units or composite currencies outside the United States, (iii) the issuance and sale of the Notes by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6(d) hereof on account of the Company having agreed to sell Notes to an Agent as principal, the applicable Terms Agreement) have been duly authorized by requisite corporate action on the part of the Company and the Notes, when the terms thereof have been fixed by an authorized representative of the Company, in conformity with the Indenture and the resolutions of the Board of Directors of the Company and the Finance Committee of the Board, and when issued by the Company in accordance with the Administrative Procedures attached as Exhibit B hereto and the officers' certificate pursuant to the Indenture and delivered to and paid for in accordance with the terms of this Agreement, will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be terminated limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (C) requirements that a claim with respect to the Notes denominated other than in the United States dollars (or a judgment denominated other than in United States dollars in respect of such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (D) governmental authority to limit, delay or prohibit the making of payments in foreign currencies, currency units or composite currencies outside the United States, (iv) the issuance and sale of the Notes by the Manager Company as contemplated by notice this Agreement (and, if the opinion is being given pursuant to Section 6(d) hereof on account of the Corporation at Company having agreed to sell Notes to an Agent as principal, the applicable Terms Agreement) will not violate, conflict with or constitute a default under (A) any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereofthe Restated Certificate of Incorporation, the indemnity as amended and contribution agreements set forth in Section 7 and 8 hereofsupplemented, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.or th

Conditions of Obligations. The Your several obligations of each Underwriter hereunder to ------------------------- solicit offers to purchase the Notes Offered Securities as Agent(s) and your obligations to be delivered at the Time of Delivery purchase Offered Securities pursuant to any Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryCompany herein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any each certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed and to the following further conditionsadditional conditions precedent: (1a) No stop At the date hereof and at each Closing Time no stop-order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and no proceedings -13- for that purpose shall have been instituted or, to your knowledge or the Act knowledge of the Company, threatened or proceedings therefor initiated or threatened contemplated by the Commission; . (2b) no Underwriter At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have been advised by received an opinion, dated, as applicable, either the Corporation that date hereof or such Closing Time, of Piper & Marbury L.L.P., or other counsel for the Registration StatementCompany acceptable to the Agents (or in the case of any Closing Time other than the date hereof, the Time opinion of Sale Prospectus the General Counsel or Assistant General Counsel of the ProspectusCompany), or any amendment or supplement thereto, at substantially identical to the time it was required to be proposed form of their opinion heretofore delivered to a purchaser each of you. (i) At the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing date hereof and at such time, not misleading; and (3) each Closing Time subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor Prospectus (except as set forth in or contemplated by the Time of Sale Prospectus or Registration Statement and the Prospectus;), the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, nor shall there have been any material decrease in the stockholders' equity or any material increase in the long-term debt of the Company or any material adverse change in the condition, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business. (bii) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of Delivery the Manager you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received: (1) A certificate received a certificate, dated, as applicable, the date hereof or certificates, dated as of such timeClosing Time, signed by the Chief Executive officers of the Corporation Company specified in respect Section 4(g), certifying that, to the best of their knowledge after reasonable investigation, the Corporation statements made in the immediately preceding paragraph (i) are accurate and by to the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state effect that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that (A) no stop stop- order suspending the effectiveness of the Registration Statement or any part thereof has been issued issued, and no proceedings for that purpose have been instituted or are contemplated by the Commission and thator, subsequent to the respective dates as knowledge of which information is given in the Registration Statementsuch officers, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in are threatened or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinionCommission, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) the Registration Statement and the Prospectus conform in Australia declared by all material respects to the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities requirements of the Corporation or Act, the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus Trust Indenture Act and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents Rules and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.Regulations,

Conditions of Obligations. The obligations of each Underwriter hereunder Distributor, as agent of the Company, under this Agreement at any time to solicit offers to purchase the Notes Securities and to be delivered at purchase Securities from the Time of Delivery will be Company as principal is subject to the accuracy of the representations and warranties accuracy, on the part of the Corporation and the Guarantor herein contained as of the date hereof and as on each Representation Date, of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission; (2) no Underwriter shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and Company herein, to the Guarantor in this Agreement are true and correctaccuracy, that on each such date, of the Corporation and statements of the Guarantor have complied with all agreements and satisfied all conditions Company's officers made pursuant to the provisions hereof, to the performance, on their part to be performed or satisfied hereunder at or prior to each such timedate, that by the Company of its obligations hereunder, and to each of the following additional conditions precedent: (a) The Prospectus, as amended or supplemented as of any Representation Date, shall have been filed with the Commission in accordance with the Rules and Regulations and no stop order suspending the effectiveness of the Registration Statement Statements or of any part thereof has shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or are any Distributor, shall be contemplated by the Commission and that, subsequent to the respective dates as of which information is given in Commission. (b) Neither the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, Statements nor the Prospectus, the Time as amended or supplemented as of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian lawany Representation Date, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose contain any untrue statement of enabling him to pass upon such matters; fact which, in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (any Distributor, is material or other counsel satisfactory omits to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letterstate a fact which, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A.opinion of any Distributor, is material and is required to be stated therein or is necessary to make the statements therein not misleading. 9 (c) There shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the following: Company or its subsidiaries which, in the judgment of the Distributors materially impairs the investment quality of the Securities, (iii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; , (iiiii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities or authorities, (Biv) in Australia declared by a lowering of the Australian regulatory authorities rating of any of the Company's debt securities or a material disruption public announcement that any such debt securities have been placed on CreditWatch, Watchlist, or under any similar surveillance or review, in commercial banking or securities settlement or clearance systems in the United States or Australia; each case with negative implications, by any recognized rating agency, and (iiiv) any outbreak or escalation of hostilities, other insurrections or armed conflict major hostilities in which the United States of America or the Commonwealth of Australia is involved or involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Distributors the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities. (d) With respect to any Security denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Security the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies of composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by, the country or war countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by either any governmental authority in the country or countries issuing such currency, currencies or composite currency; (e) At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Distributors or the Distributor purchasing such Securities (the "Purchasing Distributor"), as the case may be, shall have received an opinion, dated the Closing Date, or such date of delivery, as the case may be, of Snell & Wilmer L.L.P., counsel for ▇▇▇ ▇ompany, to the effect that: (i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona and has full corporate power and authority to carry on its business as presently conducted; and the Company is duly qualified as a foreign corporation to do business and is in good standing in the States of New Mexico, California, Wyoming, Washington, Oregon and Montana, the only other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification; (ii) The Indenture has been duly authorized, executed, and delivered, has been duly qualified under the Trust Indenture Act, and 10 constitutes a valid and binding instrument enforceable in accordance with its terms except as the same may be limited by (a) general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the security provided by the Indenture, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of the Securities and the Indenture may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by such documents; (iii) Any series of Securities established on or prior to the date of such countriesopinion in conformity with the Indenture, and, when the terms of a particular Security and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture, and such Security has been duly completed, authenticated, and issued in accordance with the Indenture and delivered against payment as contemplated by this Agreement, such Security will constitute a valid and binding obligation of the Company entitled to the benefits provided by the Indenture (except as the same may be limited by (a) general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the security provided by the Indenture, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of such Security and the Indenture may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by such documents), it being understood that such counsel may (A) assume that at the time of the issuance, sale and delivery of each Security the authorization of such series will not have been modified or rescinded and there will not have occurred any other calamity or crisis or materially adverse change in general economiclaw affecting the validity, political legally binding character or financial conditions enforceability of such Security, (B) assume that neither the issuance, sale and delivery of any Security, nor any of the terms of such Security, nor compliance by the Company with such terms will violate any applicable law, any agreement or instrument then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company and (C) state that as of the date of such opinion a judgment for money in an effect action based on Securities denominated in foreign currencies or currency units in a Federal or State court in the U.S. or Australian financial markets; United States ordinarily would be enforced in the United States only in United States dollars, and that the date used to determine the rate of conversion of the foreign currency unit in which a particular 11 Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment; (iv) any downgrading The Mortgage has been duly authorized, executed, and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a valid and binding instrument enforceable in accordance with its terms, except as the rating same may be limited by (a) general principles of any debt securities equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the Corporation security provided by the Mortgage, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of the Senior Note Mortgage Bonds and the Mortgage may be unenforceable under or limited by the Guarantor law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or such document; (v) any amendment Any series of Senior Note Mortgage Bonds established on or prior to the lawsdate of such opinion in conformity with the Indenture and the Mortgage, regulations and, when the terms of a particular Senior Note Mortgage Bond and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture and the Mortgage, and such Senior Note Mortgage Bond has been duly completed, authenticated, and issued in accordance with the Mortgage and delivered to the Trustee as security for Securities, such Senior Note Mortgage Bond will constitute a valid and binding obligation of the Company entitled to the benefits provided by the Mortgage (except as the same may be limited by (a) general principles of equity or published tax rulings by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the security provided by the Mortgage, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of such Senior Note Mortgage Bond and the Mortgage may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by such documents), it being understood that such counsel may (A) assume that at the time of the issuance, sale and delivery of each Senior Note Mortgage Bond the authorization of such series will not have been modified or rescinded and there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Senior Note Mortgage Bond, (B) assume that neither the issuance, sale and delivery of any Senior Note Mortgage Bond, nor any of the terms of such Senior Note Mortgage Bond, nor compliance by the Company with such terms will violate 12 any applicable law, any agreement or instrument then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company and (C) state that as of the date of such opinion a judgment for money in an action based on Senior Note Mortgage Bonds denominated in foreign currencies or currency units in a Federal or State court in the United States or Australia which could reasonably ordinarily would be expected enforced in the United States only in United States dollars, and that the date used to have a material adverse effect on determine the holders rate of conversion of the Notesforeign currency unit in which a particular Senior Note Mortgage Bond is denominated into United States dollars will depend upon various factors, including which court renders the judgment; (vi) Except for property specifically excepted from the lien of the Mortgage or released therefrom in accordance with the terms thereof, the Company has good and marketable title in fee simple, except for items described in (A), (B), and (C) below, to all of the real property and fixtures thereon purported in the case Mortgage to be so held and that are both located in the State of any Arizona and described in those title reports covering at least the Saguaro, Yucca, Cholla, Ocotillo, West Phoenix, and Palo Verde plant sites that are listed on an exhibit to such opinion (the "Title Documents") (in giving such opinion, such counsel may rely solely upon the Title Documents and may assume the accuracy thereof and of the events real property descriptions contained therein and may state that no other investigation or inquiry has been made with respect thereto), and in giving the opinions described below with respect to any liens, defects, and encumbrances on such title to such personal property, such counsel may assume that the Company has good and valid title to all of the personal property located in the State of Arizona and described in clauses the Mortgage as subject to the lien thereof (iwhich property shall not include fixtures), and such counsel may rely solely upon, and assume the accuracy of, a search of the Uniform Commercial Code Financing Statements filed in the records of the Arizona Secretary of State and may assume that there are no liens or other encumbrances on personal property (as used in the Arizona Uniform Commercial Code) through of the Company located in the State of Arizona other than liens or other encumbrances that have been perfected by filing with the Arizona Secretary of State under Arizona Revised Statutes (iv"A.R.S.") aboveSection 47-9401.A; such title is subject only to: (A) the lien of the Mortgage, (B) Excepted Encumbrances as defined in the Mortgage, and (C) other liens, encumbrances, or defects, none of which, individually or in the aggregate, in the sole judgment opinion of such counsel, materially interfere with the business or operations of the ManagerCompany (in determining whether any such other liens, makes it impracticable encumbrances, or inadvisable to proceed defects materially interfere with the consummation business or operations of the purchase Company, such counsel may rely solely upon a certificate of Notes by an officer or engineer of the Underwriters for sale Company which shall be attached to others on such opinion and such opinion may state that no other investigation or inquiry with respect thereto has been made); the terms and Mortgage, subject only as above set forth in the manner contemplated in the Time of Sale Prospectus this clause, now constitutes, and the ProspectusMortgage and the Mortgage Supplemental Indentures theretofore 13 executed, each subject only as then amended or supplemented. (d) At above set forth in this clause, when the Time of Delivery, the Underwriters latter shall have been furnished with such documents duly recorded and opinions filed, will constitute, together and as they may reasonably require in order to evidence the accuracy a single instrument, a direct and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein containedvalid first mortgage lien upon said property; and all proceedings taken properties (other than the classes or items of property expressly excepted in the Mortgage or expressly released from the lien thereof) acquired by the Corporation Company after the date of such opinion in each county in the State of Arizona in which the Mortgage and the Guarantor in connection Mortgage Supplemental Indentures shall have been duly recorded and filed and, with respect to priority only, any necessary recordation and/or filing has been accomplished (including therein any necessary descriptions of after-acquired real property and real property upon which after-acquired fixtures are affixed) will, upon such acquisition, become subject to the issuance first mortgage lien thereof, subject, however, to Excepted Encumbrances and sale to liens, if any, existing or placed thereon at the time of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated acquisition thereof by the Manager by notice Company and, with respect to the Corporation at any time at or priority only, to liens, if any, existing prior to the Time of Delivery and such termination shall be without liability time of any party necessary recordation and/or filing by the Company; (vii) The Company is the owner of the rights conferred upon it by the leases from the Navajo Tribe relating to the site on which the Navajo Plant is located and while such counsel is not aware of the assertion of any other partyclaim contesting the title of the Navajo Tribe to the lands leased, except that such counsel shall not be required to express any opinion with respect to the provisions interest of Section 5 hereof, the indemnity and contribution agreements set forth Navajo Tribe in Section 7 and 8 hereof, and the provisions lands leased or with respect to the enforceability of Section 10, 13 and 16 hereof shall remain in effect.such leases against the Navajo

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Terms Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, or the Time Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of Sale Prospectus with respect any Terms Agreement (and prior to the Notes, there has been no material adverse change in Settlement Date for the financial position, results of operation, business affairs Securities referred to therein) the Company shall not have filed with the Commission any amendment or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel supplement to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the ProspectusProspectus or the Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (b) No order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Time Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian lawa fact which, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇counsel for the Agents, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other LLP, counsel satisfactory to for the Manager receiving Agents, such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letteropinion, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letterClosing Date, with respect to the validity under the laws of New York issuance and the United States of America sale of the Notes and Securities, the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on addressed to the opinions Agents and dated the Closing Date, of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel List, Esq., General Counsel of the Company, in form and scope satisfactory to the Manager receiving such opinions) as Agents and their counsel, substantially to all matters governed by New South Wales and Australian law;the effect set forth in Exhibit D hereto. (4f) An On the Closing Date, the Agents shall have received the opinion and negative assurance letter, addressed to the Agents and dated as of such timethe Closing Date, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇Lovells US LLP, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Treasurer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if the certificate is being delivered pursuant to a Terms Agreement (as hereafter defined), as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From Deloitte and Touche LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse the effect on the holders of the Notes, which conditions in the United States on international financial markets shall be such) the effect of which is, in any case of any of the events described in clauses (i) through clause (iv) above, individually or in the aggregate(v), in the sole judgment of the ManagerPurchasing Agent, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Terms Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished to the Agents and to ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents as the Agents or counsel to the Agents may have reasonably requested prior to the Closing Date. (k) Subsequent to the execution of any Terms Agreement and prior to the Settlement Date: (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for the purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warranties, or the fulfillment of Company’s debt securities. If any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Terms Agreement) and all obligations of any Agent hereunder (or under any applicable Terms Agreement) may be terminated canceled by the Manager by notice any such Agent, insofar as this Agreement relates to such Agent at any time. Notice of such cancellation shall be given to the Corporation at any time at Company in writing, or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyby facsimile, except that the telephone or telex confirmed in writing. The provisions of Section 5 hereofSections 3(c), the indemnity and contribution agreements set forth in Section 7 and 8 hereof3(h), and the provisions of Section 104, 13 7, 8, 9, 13, 14 and 16 hereof shall remain survive any such cancellation. All opinions, letters, evidence and certificates mentioned above or elsewhere in effectthis Agreement shall be deemed to be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope reasonably satisfactory to counsel for the Agents.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Terms Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicableor the Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of any Terms Agreement (and prior to the Settlement Date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (2b) An opinionNo order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(1) hereof shall have been issued, dated and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such timecounsel, of Mallesons is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from Hunton & W▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, Australian counsel to for the Corporation Agents, such opinion and letter, dated the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes and the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Esq., General Counsel of the Company, in form and scope satisfactory to the Agents and their counsel, substantially to the effect set forth in Exhibit D hereto. (f) On the Closing Date, the Agents shall have received the opinion and letter, addressed to the Agents and dated the Closing Date, of H▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letterLovells US LLP, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if the certificate is being delivered pursuant to a Terms Agreement (as hereafter defined), as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From KPMG LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in Exhibit F-1 hereto. (i) Deloitte and Touche LLP shall have furnished to the Agents, at or prior to the Closing Date, a letter, addressed to the Agents and dated the Closing Date, confirming that as of such timeOctober 15, 2013, the date that they completed their interim review procedures in connection with the Company’s interim financial statements on Form 10-Q as of and delivered at such timefor the three months ended August 31, 2013, they were independent public accountants with respect to the Company within the meaning of the Securities Act and were in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulations S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F-2 hereto. (cj) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse the effect on the holders of the Notes, which conditions in the United States on international financial markets shall be such) the effect of which is, in any case of any of the events described in clauses (i) through clause (iv) above, individually or in the aggregate(v), in the sole judgment of the ManagerPurchasing Agent, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Terms Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dk) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished to the Agents and to Hunton & W▇▇▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents as the Agents or counsel to the Agents may have reasonably requested prior to the Closing Date. (l) Subsequent to the execution of any Terms Agreement and prior to the Settlement Date: (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission in Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warranties, or the fulfillment of Company’s debt securities. If any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Terms Agreement) and all obligations of any Agent hereunder (or under any applicable Terms Agreement) may be terminated canceled by the Manager by notice any such Agent, insofar as this Agreement relates to such Agent at any time. Notice of such cancellation shall be given to the Corporation at any time at Company in writing, or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyby facsimile, except that the telephone or telex confirmed in writing. The provisions of Section 5 hereofSections 3(c), the indemnity and contribution agreements set forth in Section 7 and 8 hereof3(h), and the provisions of Section 104, 13 7, 8, 9, 13, 14 and 16 hereof shall remain survive any such cancellation. All opinions, letters, evidence and certificates mentioned above or elsewhere in effectthis Agreement shall be deemed to be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope reasonably satisfactory to counsel for the Agents.

Conditions of Obligations. The Your obligations to sell the Shares as agent of each Underwriter hereunder Sea Containers and your obligations to purchase the Notes Shares pursuant to be delivered at the Time of Delivery any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)Sea Containers herein, to the performance and observance by the Corporation and the Guarantor Sea Containers of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed, and to the following further conditionsadditional conditions precedent: (1a) No Registration Statement No. 333- shall have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement Statements or the suspension of the qualification of the Shares for offering or sale in any part thereof jurisdiction shall have been issued under the Act or and not lifted, and no proceedings therefor initiated or threatened by the Commission; (2) no Underwriter for such purposes shall have been advised instituted and continue to be pending, or, to your knowledge or the knowledge of Sea Containers, shall be threatened and all requests for additional information by the Corporation that Commission shall have been complied with to your reasonable satisfaction. (b) At each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, you shall have received: (1) The opinion, dated as of such date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, United States counsel to Sea Containers, in form reasonably satisfactory to you and your counsel, to the effect that: (i) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in the United States to which Sea Containers or any of its subsidiaries is a party or to which any of its or their properties is subject and which are required to be disclosed in the Registration StatementStatements; (ii) The execution and delivery by Sea Containers of this Agreement, the Time performance by Sea Containers of, or its compliance with, its obligations under this Agreement (and, if the opinion is being given on a Settlement Date, the applicable Terms Agreement), and the consummation of Sale Prospectus the transactions contemplated herein or in the Registration Statements, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Sea Containers under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, or is filed or incorporated by reference as an exhibit to the Registration Statements and to which Sea Containers is a party or by which it is bound or to which any of its property or assets is subject, or (B) any United States federal or New York statute, rule or regulation or any decree, judgment or order, known to such counsel, of any United States federal or New York court or governmental agency or body specifically applicable to Sea Containers or any of its properties, except for such breaches, violations, defaults, liens, charges or encumbrances that would not have a Material Adverse Effect; (iii) No consent, approval, authorisation or order of, or registration or qualification or filing of or with, any United States federal or New York governmental agency or Bermuda governmental body or, to the best of such counsel's knowledge, any United States federal or New York court is required for the performance by Sea Containers of its obligations under this Agreement, including the sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except, in the case of the Shares and the Rights associated therewith, (a) such as [have been] [will be] obtained or made under the 1933 Act, and (b) such as may be required under state securities laws in connection with the purchase and distribution of the Shares and Rights by you, and except in the case of the Preferred Shares issuable upon the exercise of the Rights associated with the Shares, (a) such as may be required under the 1933 Act or the 1934 Act, and (b) such as may be required under state securities laws in connection with the issuance of the Preferred Shares upon the exercise of such Rights; (iv) The Registration Statements are effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statements is in effect and no proceedings for that purpose have been initiated or are pending or threatened; (I) The Registration Statements, the Prospectus and each amendment or supplement theretothereto comply as to form in all material respects with the requirements of the 1933 Act and the rules of the Commission thereunder; (II) each document incorporated by reference in the Registration Statements and Prospectus, at the time it such document was initially filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act and the rules of the Commission thereunder; (III) the descriptions in the Registration Statements and the Prospectus of contracts and other documents, of United States federal and New York statutes, and of legal and governmental proceedings in the United States, are accurate summaries in all material respects and fairly present the information required to be delivered given; (vi) such counsel does not know of any contracts or documents required to a purchaser be described in the Registration Statements or Prospectus, or required to be filed as exhibits to the Registration Statements or incorporated by reference in the Registration Statements or Prospectus, which are not described or filed or incorporated by reference as required, it being understood that such counsel need express no opinion as to the financial statements and related notes and schedule or schedules or other financial information and statistical data in the Registration Statements or the Prospectus; (vii) The Shares, including the Rights associated therewith, are listed on the New York Stock Exchange, Inc. and the Pacific Exchange; (viii) Sea Containers is eligible to use Form S-3 for the registration under the 1933 Act of the Notesoffer and sale of the Shares as described in the Prospectus, and the Registration Statements meet the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act; and (ix) Sea Containers is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ may limit such opinion to the laws of the United States of America and the State of New York and may rely as to factual matters on certificates obtained from officers of Sea Containers and public officials. The opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ will also state that, while such counsel have not made any independent investigation of, are not passing upon and do not assume responsibility for, the accuracy or completeness of the statements contained in the Registration Statements or the Prospectus (other than as indicated in clause (III) of subsection (v) above, on the basis of discussions regarding the business and affairs of Sea Containers and their familiarity with certain matters relating to such business and affairs as a result of having served as United States counsel for Sea Containers in connection with certain previous transactions, nothing has come to their attention that would lead them to believe that the Registration Statements (other than the financial statements and notes and other financial and statistical data included in the Registration Statements and Prospectus, as to which no view need be expressed), at the most recent Effective Date (or, if, after such Effective Date, Sea Containers files any documents pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act which are incorporated by reference into the Registration Statements, at the time of the most recent such filing), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than the financial statements and notes and other financial and statistical data included in the Registration Statements and Prospectus, as to which no view need be expressed), on the most recent Effective Date, or on the appropriate Settlement Date or Representation Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (2) An The opinion, dated as of such timedate, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , Bermuda counsel to Sea Containers, in form reasonably satisfactory to you and your counsel, to the effect that: (i) Sea Containers is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of Bermuda; (ii) Sea Containers has all requisite corporate power and authority under its Constitutional Documents to own, lease, manage and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement; (iii) The issued and outstanding Common Shares of Sea Containers have been duly authorized and validly issued and are fully paid and nonassessable; (iv) None of the outstanding Common Shares of Sea Containers were issued in violation of any pre-emptive or other counsel satisfactory similar rights of any security holder of Sea Containers pursuant to the Manager receiving Constitutional Documents; (v) The Shares have been duly authorized for sale and delivery to you pursuant to the terms of this Agreement, and when sold and delivered by Sea Containers pursuant to the terms of this Agreement, against payment of the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable, and no holder of the Shares is or will be subject to personal liability with respect to the debts or obligations of Sea Containers solely by reason of being such opinionsa holder. (vi) The Rights Agreement has been duly authorized, executed and delivered by Sea Containers, the Rights have been duly authorized by Sea Containers, the Rights attached to the Shares are validly issued, and the Preferred Shares issuable upon the exercise of the Rights have been duly authorized by Sea Containers and validly reserved for issuance upon the exercise of the Rights and, when issued upon such exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and nonassessable; (vii) Based solely on the results of the Litigation Search, there is not pending any action, suit, proceeding, inquiry or investigation in Bermuda, to which Sea Containers is a party or to which the property of Sea Containers is subject, before or brought by any court or governmental agency or body in Bermuda, which could reasonably be expected to result in a Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement or the performance by Sea Containers of its obligations hereunder. (viii) This Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by Sea Containers and constitute valid and binding obligations of Sea Containers enforceable against Sea Containers in accordance with their terms; (ix) The execution and delivery by Sea Containers of this Agreement, the performance by Sea Containers of, or its compliance with, its obligations under this Agreement (and, if the opinion is being given on a Settlement Date, the applicable Terms Agreement), and the consummation of the transactions contemplated herein or in the Registration Statements, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Sea Containers under (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, or is filed or incorporated by reference as an exhibit to the Registration Statements and to which Sea Containers is a party or by which it is bound or to which any of its property or assets is subject, (B) Sea Containers' certificate of incorporation, memorandum of association or bye-laws or other constituent documents, or (C) any requirement of any law or regulation of Bermuda; (x) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any Bermuda governmental body or any Bermuda court is required for the performance by Sea Containers of its obligations under this Agreement, including the sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except such as have been obtained from the Bermuda Monetary Authority; and (xi) The information in the Prospectus under the captions "Risk Factors—Other Risks—We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Bermuda, or that an original action can be brought in Bermuda against Sea Containers for liabilities under U.S. securities laws," and "Description of Common Shares," to the extent such information constitutes matters of Bermuda law, is accurate in all material respects. (xii) The choice of the laws of the state of New York as the proper law to govern this Agreement is a valid choice of law under Bermuda law, and such choice of law would be recognized, upheld and applied by the courts of Bermuda as the proper law of this Agreement in proceedings brought before them in relation to this Agreement, provided that (1) the point is specifically pleaded; (2) such choice of law is valid and binding under the laws of the state of New York; and (3) recognition would not be contrary to public policy as that term is understood under Bermuda law. (xiii) There are no Bermuda capital, stamp or other issuance taxes or duties payable in Bermuda in connection with the issuance, sale and delivery of the Shares to you, or the consummation of any of the other transactions contemplated in this Agreement. (3) The opinion of your counsel to the effect that the opinions delivered pursuant to subsections 5(b)(1) and 5(b)(2) appear on their face to be appropriately responsive to the requirements of this Agreement except, specifying the same, to the extent waived by you, and with respect to the Shares, this Agreement, the Registration Statement, the Prospectus, the documents incorporated by reference and such other related matters as you may require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal laws of the United States law; (3) An States, upon the opinions of counsel satisfactory to you, including the opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ as to matters of Bermuda law. Such counsel may also state that, special U.S. counsel insofar as such opinion involves factual matters, they have relied, to the Corporation extent they deem proper, upon certificates of officers of Sea Containers and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws certificates of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A.public officials. (c) There shall On each Effective Date and Settlement Date, there will not have occurred any been, since the date of such Terms Agreement or since the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems respective dates as of which information is given in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus Registration Statements and the Prospectus, any Material Adverse Change, whether or not arising in the ordinary course of business, and on each as then amended or supplemented. (d) At Effective Date, and on each Settlement Date if called for by the Time of Deliveryapplicable Terms Agreement, the Underwriters you shall have been furnished with such documents and opinions received a certificate of Sea Containers' president or any vice president dated as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, Effective Date or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.Settlement

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Purchase Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, or the Time Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of Sale Prospectus with respect any Purchase Agreement (and prior to the Notes, there has been no material adverse change in closing date for the financial position, results of operation, business affairs Securities referred to therein) the Company shall not have filed with the Commission any amendment or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel supplement to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the ProspectusProspectus or the Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (b) No order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(1) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Time Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian lawa fact which, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ counsel for the Agents, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from Hunton & ▇▇▇▇▇▇▇▇ (or other LLP, counsel satisfactory to for the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letterAgents, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, dated the Closing Date, with respect to the validity under the laws of New York issuance and the United States of America sale of the Notes and Securities, the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & , ▇▇▇▇▇▇▇▇ may rely on the opinions ., General Counsel of the Mallesons ▇▇Company, in form and scope satisfactory to the Agents and their counsel, substantially to the effect set forth in Exhibit D hereto. (f) On the Closing Date, the Agents shall have received the opinion and letter, addressed to the Agents and dated the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇US LLP, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if the certificate is being delivered pursuant to a Purchase Agreement (as hereafter defined), as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From KPMG LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia the effect of conditions in the United States on international financial markets shall be such) the effect of which could reasonably be expected to have a material adverse effect on is, in any case described in clause (iv) or (v), in the holders judgment of the Notesrelevant Agent (which, which in the case of any of a syndicated issue, shall be the events described in clauses (i) through (iv) abovelead manager(s)), individually or in the aggregate, in the sole judgment of the Manager, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Purchase Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished with to the Agents and to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents and opinions as they the Agents or counsel to the Agents may have reasonably require in order requested prior to evidence the accuracy and completeness of Closing Date. If any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Purchase Agreement) and all obligations of the Agents hereunder (or under any applicable Purchase Agreement) may be terminated canceled by the Manager by notice any Agent, insofar as this Agreement relates to such Agent at any time. Notice of such cancellation shall be given to the Corporation at any time at Company in writing, or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyby facsimile, except that the telephone or telex confirmed in writing. The provisions of Section 5 hereofSections 3(c), the indemnity and contribution agreements set forth in Section 7 and 8 hereof3(h), and the provisions of Section 104, 13 7, 8, 9, 13, 14 and 16 hereof shall remain survive any such cancellation. All opinions, letters, evidence and certificates mentioned above or elsewhere in effectthis Agreement shall be deemed to be in compliance with the provisions hereof only if they are on the date of delivery in the form and scope reasonably satisfactory to counsel for the Agents. In the event that any Agent purchases Securities as a principal (whether pursuant to a Purchase Agreement or otherwise), the conditions of Section 3 of the Purchase Agreement set forth in Exhibit C hereto shall also apply to such purchase.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Purchase Agreement or otherwise, is subject to the accuracy accuracy, on each Representation Date, of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the any Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the CommissionCommission and no challenge by the Commission shall be pending to the accuracy or adequacy of any document incorporated by reference in the Prospectus; (2) no Underwriter any request of the Commission for inclusion of additional information in any Registration Statement or the Prospectus or otherwise shall have been advised withdrawn or complied with; and after the date of any Purchase Agreement (and prior to the closing date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to any Registration Statement or the Prospectus (or any document incorporated by reference therein) without the Corporation consent of the Agent or Agents party thereto. (b) No order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that any Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, as amended or any amendment or supplement theretosupplemented, at the time it was required to be delivered to a purchaser of the Notes, contained contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material fact or omitted omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary in order to make the statements therein, in the light of the circumstances existing at such time, therein not misleading; and . (3d) subsequent to the respective dates as of which information is given in the Registration StatementAt each Closing Date, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager Agents shall have received: (1) A certificate or certificatesreceived from Cravath, Swai▇▇ & ▇oor▇, ▇▇unsel for the Agents, such opinion and letter, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes Indenture, each Registration Statement and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) At each Closing Date, the Agents shall have received the opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on addressed to the opinions Agents and dated such Closing Date, of the Mallesons ▇▇▇▇John ▇▇▇ ▇▇▇▇, ▇▇ (or other counsel ▇q., General Counsel of the Company, in form and scope satisfactory to the Manager receiving such opinionsAgents and their counsel, to the effect that: (i) the Company has been duly incorporated and is validly existing as a cooperative association under the laws of the District of Columbia with corporate power to all matters governed by New South Wales and Australian lawconduct its business as described in each Registration Statement; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes Securities by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof on account of the Company having entered into a Purchase Agreement, the applicable Purchase Agreement) have been duly and validly authorized by all necessary corporate action (subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company); and no authorization, consent, order or approval of, or filing or registration with, or exemption by, any government or public body or authority of the District of Columbia or any department or subdivision thereof is required for the validity of the Securities or for the issuance, sale and delivery of the Securities by the Company pursuant to this Agreement and any Purchase Agreement or for the execution and delivery of this Agreement, any Purchase Agreement and the Indenture by the Company (except that such counsel need not express an opinion as to whether offers or sales by Agents require qualification or registration under the securities laws of the District of Columbia); (iii) the Indenture has been duly authorized by the Company and constitutes an instrument valid and binding on the Company and enforceable in accordance with its terms; (iv) the Securities, assuming they are in a form conforming to the specimens thereof examined by such counsel, and assuming due execution of the Securities on behalf of the Company and authentication thereof by the Trustee and issuance thereof in accordance with the terms of the Indenture and delivery thereof against payment therefor in accordance with the terms of this Agreement (and any Purchase Agreement) and subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of the Indenture; (v) this Agreement has been duly authorized, executed, and delivered by the Company and the performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company or any indenture, deed of trust, note, note agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by which the Company or any of its properties is bound or affected; (vi) no consent, approval, authorization or order of any court or governmental agency, authority or body of the District of Columbia is required for the consummation of the transactions contemplated in this Agreement (including any Purchase Agreement) (except that such counsel need not express an opinion as to whether offers or sales by Agents require qualification or registration under the securities laws of the District of Columbia); and (vii) there is no tax of the District of Columbia or the Commonwealth of Virginia applicable to the execution of the Indenture. Such counsel shall state that nothing has come to the attention of such counsel causing him to believe, based upon such counsel's participation in the preparation of each Registration Statement or otherwise, that any Registration Statement (or any post-effective amendment thereof), at the time such Registration Statement became effective and at the effective time of any such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be satisfactory stated therein or necessary to make statements therein not misleading, or that the Prospectus (as amended or supplemented, if amended or supplemented), as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in any Registration Statement or the Prospectus and which is not disclosed therein. Insofar as such opinion relates to the enforceability of the Securities and the Indenture, such counsel may state that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and may be limited by general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and by laws with respect to or affecting the remedies provided for in the Securities and the Indenture (provided that such laws do not, in the opinion of such counsel, make inadequate the remedies afforded thereby for the realization of the benefits provided for in the Securities and the Indenture). (f) At each Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated such Closing Date, of Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇, ▇▇unsel to the Company, in form and substance scope satisfactory to the Underwriters. If any condition specified Agents and their counsel, to the effect that: (i) the Company has been duly incorporated and is validly existing as a cooperative association in good standing under the laws of the District of Columbia with corporate power to conduct its business as described in the Prospectus; (ii) the issuance and sale of the Securities by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6 shall not 6(c) hereof on account of the Company having entered into a Purchase Agreement, the applicable Purchase Agreement) have been fulfilled duly and validly authorized by all necessary corporate action (subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company); and no authorization, consent, order or approval of, or filing or registration with, or exemption by, any governmental or public body or authority (including, without limitation, the Rural Utilities Service) of the United States or of the State of New York or any department or subdivision thereof, or, to the best knowledge of such counsel, any court, other than such as may be required under State securities or blue sky laws and other than registration of the Securities under the Act and qualification of the Indenture under the Trust Indenture Act, is required for the validity of the Securities or for the issuance, sale and delivery of the Securities by the Company pursuant to this Agreement (including any Purchase Agreement) or for the execution and delivery of this Agreement (including any Purchase Agreement) and the Indenture by the Company; (iii) the Indenture has been duly authorized by the Company, has been duly qualified under the Trust Indenture Act and constitutes an instrument valid and binding on the Company and enforceable in accordance with its terms; (iv) the Securities, assuming they are in a form conforming to the specimens thereof examined by such counsel, and assuming due execution of the Securities on behalf of the Company and authentication thereof by the Trustee and issuance thereof in accordance with the terms of the Indenture and delivery thereof against payment therefor in accordance with the terms of this Agreement (and any Purchase Agreement) and subject to the approval of the terms each Security by the Governor or the Chief Financial Officer of the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of the Indenture; (v) this Agreement (including any Purchase Agreement) has been duly authorized, executed and delivered by the Company and the performance of this Agreement (including any Purchase Agreement) and the consummation of the transactions herein contemplated will not result in a breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company or any indenture, deed of trust, note, note agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by which the Company or any of its properties is bound or affected; (vi) the Securities and the Indenture conform in all material respects to the descriptions thereof contained in each Registration Statement; and the statements made in the Prospectus under the caption "Description of Securities" and in the prospectus supplement dated , 1999, under the caption "Description of the Medium-Term Notes" (and the comparable provisions of any supplement to the Prospectus approved by the Agents), insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; (vii) each Registration Statement (and any post effective amendment thereof) has become and is effective under the Act and the Securities have become registered under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated, and each Registration Statement (and any post-effective amendment thereof) and the Prospectus and each amendment thereof or supplement thereto (except for the financial statements and other financial data included therein as to which such counsel need express no opinion) when they became effective or were filed with the Securities and Exchange Commission complied as to form in all material respects with the requirements of the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations issued thereunder; (viii) the Company is not required to be fulfilledregistered as an investment company under the Investment Company Act of 1940; (ix) the Company is not subject to regulation under the Public Utility Holding Company Act of 1935; and (x) the Company is not a public utility as defined in the Federal Power Act. Such counsel shall state that based upon such counsel's participation in the preparation of each Registration Statement, this Agreement the Prospectus and documents incorporated by reference therein, such counsel's discussions with certain officers and employees of the Company, such counsel's conferences with representatives of the Company's independent certified public accountants and such counsel's representation of the Company, nothing has come to the attention of such counsel causing it to believe that such Registration Statement (or any post-effective amendment thereof), at the time such Registration Statement became effective and at the effective time of any such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make statements therein not misleading, or that the Prospectus (as amended or supplemented, if amended or supplemented), as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion concerning financial or statistical data included therein) and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in any Registration Statement or the Prospectus and which is not disclosed therein. Such counsel shall also state that to the best knowledge of such counsel, no order directed to any document incorporated by reference in the Prospectus has been issued and no challenge has been made by any regulatory agency to the accuracy or adequacy of any such document. Insofar as such opinion relates to the enforceability of the Securities and the Indenture, such counsel may state that the enforceability thereof may be terminated limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Manager rights of creditors generally and may be limited by notice to general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the Corporation at any time at possible unavailability of specific performance, injunctive relief or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyequitable remedy and (b) concepts of materiality, except that the provisions of Section 5 hereofreasonableness, the indemnity good faith and contribution agreements set forth in Section 7 and 8 hereoffair dealing, and by laws with respect to or affecting the provisions remedies provided for in the Securities and the Indenture (provided that such laws do not, in the opinion of Section 10such counsel, 13 and 16 hereof shall remain in effect.make inadequate the remedies afforded thereby for the realization of

Conditions of Obligations. OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ASSOCIATES, INC. The obligations of each Underwriter hereunder the Underwriters to purchase and pay for the Notes Units which they have agreed to be delivered at the Time of Delivery will be purchase hereunder are subject to the accuracy (as of the date hereof, and as of the Closing Dates) of and compliance with the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)Company herein, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other its obligations hereunder hereunder, and to the following further conditions: (1a) No The Registration Statement shall have become effective and you shall have received notice thereof not later than 5:00 p.m., New York time, on the date of this Agreement, or at such later time or on such later date as to which you may agree in writing; on the Closing Dates, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and no proceedings for that or any similar purpose shall have been instituted or shall be pending or, to the Act knowledge of any Underwriter or proceedings therefor initiated or threatened to the knowledge of the Company, shall be contemplated by the Commission; (2) no Underwriter any request on the part of the Commission for additional information shall have been advised complied with to the reasonable satisfaction of Freshman, Marantz, Orlanski, ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to you; and no stop order shall be in effect denying or suspending effectiveness of the Registration Statement nor shall any stop order proceedings with respect thereto be instituted or pending or threatened under the Act. (b) At the First Closing Date, you shall have received the opinion, dated as of the First Closing Date, of: (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., counsel for LLK, in form and substance reasonably satisfactory to counsel for you, to the effect that: (A) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California and is duly qualified or licensed to do business as a foreign corporation in good standing in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where (other than the State of California) failure to so qualify will not have a material adverse effect on the business, properties or financial condition of the Company. The Company has the corporate power to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the Warrant Agreement and the Representative Warrants; (B) the authorized capitalization of the Company as of the date of the Prospectus was as set forth in the Prospectus; all of the shares of the Company's outstanding stock requiring authorization for issuance by the Corporation that Company's Board of Directors have been duly authorized and validly issued, are fully paid and non- assessable and conform to the description thereof contained in the Prospectus; the outstanding shares of Common Stock of the Company have not been issued in violation of the preemptive rights of any stockholder and the stockholders of the Company do not have any preemptive rights or other rights to subscribe for or to purchase; there are no restrictions upon the voting or transfer of, any of the Shares, except as otherwise set forth in the Registration Statement; the Common Stock, the Time Warrants, the Underwriter's Warrant and the Warrant Agreement dated as of Sale December 5, 1997 between and among the Company and ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Warrant Agreement") conform in all material respects to the respective descriptions thereof contained in the Prospectus; the Shares and Warrants to be issued as contemplated in the Registration Statement and this Agreement have been duly authorized and, when paid, will be validly issued, fully paid and non-assessable and free of preemptive rights contained in the Company's certificate of incorporation or By-laws, or any other document, instrument or agreement known to counsel; a sufficient number of shares of Common Stock has been reserved for issuance upon exercise of the Warrants and the Representative's Option; neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any registration rights, or other rights, known to counsel, other than those contemplated by the Representative's Option or which have been waived or satisfied, for or relating to the registration of the Securities. The Company has no subsidiaries; (C) this Agreement, the Warrant Agreement and the Representative's Option (sometimes hereinafter collectively referred to as the "Representative Agreements") have been duly and validly authorized, executed and delivered by the Company, and assuming due execution and delivery of this Agreement by you, and of the Warrant Agreement by you and the Warrant Agent, all of such agreements are, or when duly executed will be, the valid and legally binding obligations of the Company except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting the rights of creditors, or by general equitable principles; provided that no opinion need be expressed as to the enforceability of the indemnity provisions contained in Section 6 or the contribution provisions contained in Section 7 of this Agreement; (D) the certificates evidencing the Shares and Warrants are in valid and proper legal form; the Warrants and the Representative's Option will be exercisable for shares of Common Stock of the Company in accordance with the terms of the Warrants and the Representative's Option and at the prices therein provided for; the shares of Common Stock of the Company issuable upon exercise of the Warrants and the Underwriter's Warrants have been duly authorized and reserved for issuance upon such exercise, and such shares, when issued upon such exercise in accordance with the terms of the Warrants and the Representative=s Option and when the price is paid shall be fully paid and non-assessable; (E) Such counsel knows of no pending or threatened legal or governmental proceedings to which the Company is a party which are required to be described or referred to in the Registration Statement which are not so described or referred to; (F) The execution and delivery of this Agreement, the Warrant Agreement and the Representative's Option and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated will not result in a violation of, or constitute a default under, the certificate or articles of incorporation or by-laws of the Company, or in a violation of or default under any obligation, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any of the contracts, indentures, mortgages, loan agreements, leases, joint ventures or other agreements or instruments to which the Company is a party that are filed as Exhibits to the Registration Statement or otherwise known to counsel; (G) The Registration Statement has become effective under the Act, and to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect, no proceedings for that purpose have been instituted or are pending before, or threatened by, the Commission and the Registration Statement and the Prospectus (except, in the case of both the Registration Statement and any Amendment thereto, and the Prospectus and any supplement thereto for the financial statements and notes and schedules thereto, and other financial information or statistical data contained therein, or omitted therefrom, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (H) All descriptions in the Registration Statement and the Prospectus, or and any amendment or supplement thereto, of contracts, plans, options and other documents are accurate and fairly present the information required to be shown, and such counsel is familiar with all contracts and other documents referred to in the Registration Statement and the Prospectus and any such amendment or supplement, or filed as exhibits to the Registration Statement, and such counsel does not know of any contracts or documents of a character required to be summarized or described therein or to be filed as exhibits thereto which are not so summarized, described or filed; (I) No authorization, approval, consent or license of any governmental or regulatory authority or agency is necessary in connection with the authorization, issuance, transfer, sale or delivery of the Securities by the Company, in connection with the execution, delivery and performance of this Agreement, the Warrant Agreement or the Underwriter's Warrant by the Company or in connection with the taking of any action contemplated herein or therein, or the issuance of the Underwriter's Warrant or the Securities underlying the Warrants and Underwriter's Warrant, other than registration or qualification of the Securities under applicable state or foreign securities or blue sky laws (as to which such counsel need express no opinion) and registration under the Act; and (J) The statements in the Registration Statement under the caption "Description of Securities," to the extent that such statements constitute a matter of law or legal conclusion have been reviewed by such counsel and are correct in all material respects; and (K) The Common Stock and Warrants have been approved for listing on the American Stock Exchange. (L) The Company is not, and after receipt of payment for the Common Stock and Warrants will not be an "investment company" within the meaning of Investment Company Act. (M) Except as disclosed in the Prospectus under the caption "Shares Eligible for Future Sale", to the best knowledge of such counsel, there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement. (N) To the best of their counsel's knowledge, neither the Company nor LLK is in violation of its charter or by-laws or any law, administrative regulation or administrative or court decree applicable to the Company or is in default in the performance and observance of any obligation, agreement, covenant or condition contained in any existing instrument. Such counsel has participated in the preparation of the Registration Statement and the Prospectus and although such counsel has not reviewed the accuracy or completeness of the statements contained in the Registration Statement or Prospectus nothing has come to the attention of such counsel that caused such counsel to believe that the Registration Statement or any amendment thereto at the time it was became effective contained any untrue statement of a material fact or omitted to state any material fact required to be delivered stated therein or necessary to make the statements therein not misleading or that the Prospectus or any supplement thereto contains any untrue statement of a purchaser material fact or omits to state a material fact necessary in order to make statements therein in light of the Notescircumstances under which they were made not misleading (except, in the case of both the Registration Statement and any amendment thereto and the Prospectus and any supplement thereto, for the financial statements, notes and schedules thereto and other financial information and statistical data contained therein, as to which such counsel need express no opinion); In rendering such opinion, such counsel may rely upon certificates of any officer of the Company or LLK or public officials as to matters of fact; and in rendering such opinion may rely as to all matters of law other than the law of the United States or of the State of California upon opinions of counsel satisfactory to you, in which case the opinion shall state that they have no reason to believe that you and they are not entitled to so rely. (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special intellectual property counsel for the Company , in form and substance reasonably satisfactory to counsel for you, to the effect that: (A) IHI is listed in the records of the Patent and Trademark Office as the holder of record of each of the patents listed on Schedule II hereof (the "Patents") and each of the patent applications listed on Schedule II hereof (the "Applications"). Such counsel knows of no claims of third parties to any ownership interest or lien with respect to any of the Patents or Applications. To such counsel's knowledge, none of the Applications has been rejected. (B) To such counsel's knowledge, IHI is listed in the records of the appropriate foreign office as the sole holder of record of each of the foreign applications listed on Schedule III. Such counsel knows of no claims of third parties to any of such foreign applications. To such counsel=s knowledge, none of the foreign applications has been rejected. (C) The statements under the Prospectus captions "Risk Factors -- IHI License and --Patents and Proprietary Rights" (collectively, the "Intellectual Property Portion") in the Effective Prospectus and Final Prospectus insofar as such statements constitute summaries of the Company=s rights to the Patents and Applications are in all material respects accurate summaries and fairly summarize in all material respects the legal matters, documents and proceedings relating to such Patents and Applications described therein; to the best knowledge of such counsel, the Company owns the rights to [ ] issued U.S. patents and [ ] pending U.S. Applications. (D) Such counsel is not aware of any facts that would lead such counsel to conclude that any of the Patents are invalid or that any patent issued in respect of an Application would be invalid. (E) Except as disclosed in the Intellectual Property Portion, such counsel is not aware that any valid patent is infringed by the activities of the Company described in the Effective Prospectus or Final Prospectus or by the manufacture, use or sale of any product, device, instrument, drug or other material made and used according to the Applications or the Patents. (F) Such counsel is not aware of any material defects of form in the preparation or filing of the Applications on behalf of IHI. The Applications are being diligently pursued by IHI. (G) Such counsel knows of no pending or threatened action, suit, proceeding or claim by others that the Company is infringing or otherwise violating any patents, copyrights or trade secrets. (H) Such counsel is not aware of any pending or threatened actions, suits proceedings or claim by others challenging the validity or scope of the Applications or the Patents. (I) Such counsel is not aware of any infringement on the part of any third party of the Patents, Applications, trade secrets, know-how or other proprietary rights of either IHI or the Company. (J) Nothing has come to the attention of such counsel which causes such counsel to believe that the information contained in the Intellectual Property Portion of the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or that, at the Closing Date, the information contained in the Intellectual Property Portion of the Effective Prospectus and Final Prospectus or any amendment or supplement to the Regulatory Portion thereof contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (bc) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation All corporate proceedings and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in other legal matters relating to this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the GuarantorAgreement, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect shall be reasonably satisfactory to matters governed or approved by New South Wales and Australian lawFreshman, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinionsMarantz, such counsel may rely on the opinion of ▇▇Orlanski, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other , counsel satisfactory to the Manager receiving Underwriters, and you shall have received from such opinions) as to all matters governed by United States law; (3) An opinion and disclosure lettercounsel a signed opinion, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letterFirst Closing Date, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee issuance of the Notes by the GuarantorUnits, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.the

Conditions of Obligations. (i) The obligations obligation of each Underwriter hereunder any Agent, as an agent of the Company, to solicit offers to purchase the Notes after the Closing Date and at any time before which the Company has advised the Agent to suspend solicitation of offers to purchase Notes pursuant to Section 2(a) or after which the Company has advised the Agent that the solicitation of offers to purchase Notes which was suspended pursuant to Section 2(a) may be delivered at resumed (the Time “Solicitation Time”), (ii) the obligation of Delivery will any Agent to purchase Notes as principal pursuant to any Terms Agreement, and (iii) the obligation of any person who has agreed to purchase Notes to make payment for and accept delivery of Notes shall in each case be subject to the accuracy of the following conditions: (a) That all representations and warranties on the part and other statements of the Corporation Company herein (and, in the case of an obligation of such Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and the Guarantor herein contained as of the date hereof correct (i) at and as of the Closing Date; (ii) at and as of any Time of Sale or Time of Delivery, to as the accuracy case may be; and (iii) during any Solicitation Time. (b) That the Company shall have performed all of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other its obligations hereunder and theretofore in each case to the following further conditions:be performed. (1c) No stop order suspending the effectiveness of the Registration Statement or nor any part thereof order directed to any document incorporated by reference in any Prospectus shall have been issued under and to the Act knowledge of the Company or proceedings therefor the Agents, no stop order proceeding shall have been initiated or threatened by the Commission; (2) no Underwriter any request of the Commission for inclusion of additional information in the Registration Statement or any Prospectus or otherwise shall have been advised complied with to the reasonable satisfaction of the Agents or counsel for the Agents; and the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or any Prospectus which have not been reviewed by the Corporation Agent. (d) No order suspending the sale of the Notes in any jurisdiction designated by the Agents pursuant to Section 4(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. (e) No Agent shall have discovered and disclosed to the Company that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained Disclosure Package contains an untrue statement of a fact which, in the opinion of counsel for such Agent, is material fact or omitted omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary in order to make the statements therein, in the light of the circumstances existing at such time, therein not misleading; and . (3f) subsequent Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except as disclosed in the Disclosure Package, there shall not have been any material adverse change, on a consolidated basis, in the shareholder’s equity, short-term debt, long-term debt, ratio of earnings to fixed charges, total assets, total revenue or total net income of the Company and its subsidiaries, in the condition (financial or other) or in the earnings of the Company, its subsidiaries, or the affairs, or business of the Company and its subsidiaries whether or not arising in the ordinary course of business, or any change in the financial position, results of operation, business affairs or business prospects rating assigned by any nationally recognized securities rating agency to any debt securities of the Corporation or Company, which, in the financial, political or economic conditions or the financial or economic prospects reasonable judgment of the Guarantor except as set forth Agents, makes it impractical or inadvisable to offer or deliver the Notes on the terms and in or the manner contemplated by in the Prospectus. (g) At the Closing Date and, if called for in the applicable Terms Agreement, at the Time of Sale Prospectus or Delivery, the Prospectus; (b) At the Time of Delivery the Manager Agents shall have received: (1) A certificate or certificatesreceived the opinion, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent addressed to the respective dates as of which information is given in Agents and dated the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such timeClosing Date, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇, special U.S. counsel to Esq., Counsel of the Corporation Company, in form and the Guarantor, or such other counsel substance satisfactory to the Manager receiving Agents and their counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of Delaware and has all corporate power and authority necessary to own its properties and conduct the business in which it is engaged as described in the Registration Statement, the Prospectus or the Disclosure Package; the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the failure so to qualify would have a material adverse effect on the Company; and except as may be disclosed in the Registration Statement, the Prospectus or the Disclosure Package, as the case may be, all outstanding shares of capital stock of the Company are owned by a wholly owned subsidiary of American Express free and clear of any lien, pledge and encumbrance or, to the best of such counsel’s knowledge, any claim of any third party; (ii) Such counsel has no reason to believe that at (a) the Effective Date the Registration Statement, (b) at the time the Prospectus, or any amendment or supplement thereto, was first filed pursuant to Rule 424(b), at the Time of Delivery and at the Closing Date or (c) at the Time of Sale, the Discosure Package contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that such counsel need express no opinion as to the financial statements or schedules or other data of a financial or related statistical nature); (iii) Such counsel does not know of any litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of this Agreement or the Indenture or is required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package which is not disclosed and correctly summarized therein; (iv) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement or incorporated by reference in the Prospectus by the Act, the Exchange Act or the Trust Indenture Act or the rules and regulations thereunder, which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the rules and regulations thereunder; (v) To the best of such counsel’s knowledge, neither the Company nor its subsidiaries is in violation of their corporate charter or by-laws; or in default under any agreement, indenture or instrument, the effect of which default would be material to the Company; (vi) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of any other transactions contemplated by this Agreement or the Indenture will conflict with, or result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or its subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument known to such counsel to which the Company or its subsidiaries is a party or by which it or its properties is bound, or result in a violation of the corporate charter or by-laws of the Company or its subsidiaries or any order, rule or regulation (applicable to the Company, or its subsidiaries or their respective properties) of any court or governmental agency having jurisdiction over the Company, or its subsidiaries or their respective properties; except as required by the Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement and the Indenture, except as has been duly obtained or made and is in full force and effect; (vii) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; the Indenture constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (viii) The Notes have been duly authorized by all necessary corporate action and, when executed by the proper officers of the Company and authenticated as specified in the Indenture and delivered against payment therefor in accordance with this Agreement, will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (ix) The Indenture and Notes conform in all material respects to the statements concerning each of them in the Prospectus and the applicable Disclosure Package; (x) The Registration Statement, and any amendment or supplement filed by the Company, became effective under the Act upon filing, the Prospectus, and any amendment or supplement thereto, and any Issuer Free Writing Prospectus was filed with the Commission pursuant to Rule 424(b) or Rule 433(d), as the case may be, in the manner and within the applicable time periods specified therein; and, to the best knowledge of such counsel, no stop order suspending its effectiveness has been issued and no proceeding for that purpose is pending or threatened by the Commission; (xi) The Registration Statement, the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations thereunder (except that no opinion need be expressed as to the financial statements or schedules or other data of a financial or related statistical nature, or to the Forms T-1); (xii) The statements made in the Prospectus under the caption “Description of Debt Securities” and “Description of Notes”, insofar as they purport to summarize the provisions of the Notes and the Indenture, fairly present the information called for with respect thereto by Form S-3; (xiii) The statements made in the Prospectus under the caption “Certain Federal Income Tax Considerations” insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal United States federal income tax consequences of an investment in the Notes; (xiv) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement or the Indenture by the Company and the consummation of any other transaction contemplated by this Agreement or the Indenture will conflict with, or result in a breach or violation of the Agreements of Sale and Purchase; (xv) This Agreement has been duly authorized, executed and delivered by the Company; and (xvi) If the letter is being delivered at a Time of Delivery, such counsel has not reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those documents included in the applicable Disclosure Package and the term sheet, when taken together as a whole, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, the State of New York, or the federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to Counsel for the Agents and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (g) shall also include any supplements thereto at the applicable Time of Delivery. (h) There shall not have occurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the establishment of minimum prices on such exchange or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (ii) the engagement by the United States in hostilities which have resulted in the declaration of a national emergency or war; (iii) any banking moratorium declared by U.S. Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the occurrence of any other calamity or crisis or any material adverse change in the existing financial, political or economic conditions in the United States or elsewhere; or (v) any downgrading in the rating accorded the Notes or any other debt securities of the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), if the effect thereof in the judgment of such Agent makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principal pursuant to the applicable Terms Agreement, as the case may be; (i) The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated the Closing Date, dated the Time of Delivery, dated the date the Company has advised the Agents that the solicitation of offers to purchase Notes which was suspended pursuant to Section 2(a) may be resumed, and dated the applicable dates referred to in Section 4(n) in such form and executed by such officers of the Company as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties of the Company herein at and as of the Closing Date or such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date or such applicable date, as the case may be, as to the matters set forth in subsections (c) and (d) of this Section 6, and as to such other matters as such Agent may reasonably request; (j) The Company shall have furnished to the Agents on the Closing Date or the Time of Delivery, as the case may be, a letter from the relevant independent public accountants of the Company addressed to the Agents and dated such applicable date, to the effect set forth in Annex III hereto with respect to the financial information audited or reviewed by such independent public accounting firm; (k) The Agents shall have received from Counsel for the Agents, or other counsel reasonably satisfactory to both the Agents and the Company, such opinion and letteror opinions, dated the Closing Date or the Time of Delivery (if required by the applicable Terms Agreement), with respect to the validity under the laws of New York issuance and the United States of America sale of the Notes and the Guarantee of the Notes by the GuarantorNotes, the Registration StatementDisclosure Package, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they the Agents may reasonably require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5l) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment Prior to the laws, regulations Closing Date or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, as the Underwriters case may be, the Company shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilledAgents such further information, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.certificates an

Conditions of Obligations. The obligations of each an Underwriter hereunder to purchase the Notes to be delivered at the Time of Delivery Securities identified on a Schedule will be subject to the continued accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements contained herein and to the following further additional conditions: (1a) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and no order shall have been issued by the Act Commission suspending or preventing the use of any Prospectus, and no proceedings therefor initiated for such purpose shall be pending before or threatened by the Commission; . (2b) no On or prior to the applicable Closing Date, the purchasing Underwriter shall have been advised by furnished such documents, certificates, accountants' letters and opinions as it may reasonably request for the Corporation purpose of enabling it or its counsel to determine the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (c) At each Closing Date, the purchasing Underwriter shall have received a certificate, dated such Closing Date, of the President, a Vice President, the General Manager, the Treasurer or the Controller of the Company to the effect that, to the best of such officer's knowledge, the conditions set forth in subsections (a) and (d) of this Section 5 have been satisfied, and as to the continued accuracy of the representations and warranties of the Company set forth herein. (d) No order suspending the sale of the Securities in any jurisdiction designated pursuant to subsection 3(i) hereof shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the purchasing Underwriter or the Company, shall be contemplated. (e) Subsequent to the date of the applicable Schedule and on or prior to the applicable Closing Date, there shall not have occurred (i) since the date of such Schedule or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the Time condition, financial or otherwise, or in the earnings, business affairs or business prospects of Sale Prospectus the Company and its subsidiaries considered as one enterprise, whether or not arising in the Prospectusordinary course of business, or (ii) any material adverse change in the financial markets in the United States or, if such Securities are denominated and/or payable in, or indexed to, one or more foreign currencies, in the international financial markets, or any amendment outbreak or supplement theretoescalation of hostilities or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Underwriter(s), impracticable to market the Securities or enforce contracts for the sale of the Securities, or (iii) any suspension by the Commission or a national securities exchange of trading in any securities of the Company, or suspension or material limitation of trading generally on either the American Stock Exchange or the New York Stock Exchange, or the fixing of minimum or maximum prices for trading, or the requirement of maximum ranges for prices for securities by either of said exchanges or by order of the Commission or any other governmental authority, or a banking moratorium declared by either Federal or New York authorities, or a declaration of a banking moratorium by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or (iv) a lowering of the rating assigned by any NRSRO to any debt securities of the Company as of the date of any applicable Schedule since that date, or a public announcement by any such organization that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) any facts coming to such Underwriter's attention that would cause such Underwriter to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesSecurities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such timedelivery, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (bf) At the Time of Delivery applicable Closing Date, the Manager purchasing Underwriter shall have received: (1) A certificate or certificatesreceived an opinion of counsel, dated as of such timeClosing Date, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 6(f) hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The obligations of each Underwriter hereunder Distributor, as agent of the Company, under this Agreement at any time to solicit offers to purchase the Notes Securities and to be delivered at purchase Securities from the Time of Delivery will be Company as principal is subject to the accuracy of the representations and warranties accuracy, on the part of the Corporation and the Guarantor herein contained as of the date hereof and as on each Representation Date, of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission; (2) no Underwriter shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and Company herein, to the Guarantor in this Agreement are true and correctaccuracy, that on each such date, of the Corporation and statements of the Guarantor have complied with all agreements and satisfied all conditions Company's officers made pursuant to the provisions hereof, to the performance, on their part to be performed or satisfied hereunder at or prior to each such timedate, that by the Company of its obligations hereunder, and to each of the following additional conditions precedent: (a) The Prospectus, as amended or supplemented as of any Representation Date, shall have been filed with the Commission in accordance with the Rules and Regulations and no stop order suspending the effectiveness of the Registration Statement Statements or of any part thereof has shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or are any Distributor, shall be contemplated by the Commission and that, subsequent to the respective dates as of which information is given in Commission. (b) Neither the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, Statements nor the Prospectus, the Time as amended or supplemented as of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian lawany Representation Date, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose contain any untrue statement of enabling him to pass upon such matters; fact which, in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (any Distributor, is material or other counsel satisfactory omits to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letterstate a fact which, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A.opinion of any Distributor, is material and is required to be stated therein or is necessary to make the statements therein not misleading. 9 (c) There shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the following: Company or its subsidiaries which, in the judgment of the Distributors materially impairs the investment quality of the Securities, (iii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; , (iiiii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities or authorities, (Biv) in Australia declared by a lowering of the Australian regulatory authorities rating of any of the Company's debt securities or a material disruption public announcement that any such debt securities have been placed on CreditWatch, Watchlist, or under any similar surveillance or review, in commercial banking or securities settlement or clearance systems in the United States or Australia; each case with negative implications, by any recognized rating agency, and (iiiv) any outbreak or escalation of hostilities, other insurrections or armed conflict major hostilities in which the United States of America or the Commonwealth of Australia is involved or involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Distributors the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities. (d) With respect to any Security denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Security the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies of composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by, the country or war countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by either any governmental authority in the country or countries issuing such currency, currencies or composite currency; (e) At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Distributors or the Distributor purchasing such Securities (the "Purchasing Distributor"), as the case may be, shall have received an opinion, dated the Closing Date, or such date of delivery, as the case may be, of Snell & Wilmer L.L.P., counsel for ▇▇▇ ▇ompany, to the effect that: (i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona and has full corporate power and authority to carry on its business as presently conducted; and the Company is duly qualified as a foreign corporation to do business and is in good standing in the State of New Mexico and the State of California, the only other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification; (ii) The Indenture has been duly authorized, executed, and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a valid and binding instrument enforceable in accordance with its 10 terms except as the same may be limited by (a) general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the security provided by the Indenture, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of the Securities and the Indenture may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by such documents; (iii) Any series of Securities established on or prior to the date of such countriesopinion in conformity with the Indenture, and, when the terms of a particular Security and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture, and such Security has been duly completed, authenticated, and issued in accordance with the Indenture and delivered against payment as contemplated by this Agreement, such Security will constitute a valid and binding obligation of the Company entitled to the benefits provided by the Indenture (except as the same may be limited by (a) general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the security provided by the Indenture, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of such Security and the Indenture may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by such documents), it being understood that such counsel may (A) assume that at the time of the issuance, sale and delivery of each Security the authorization of such series will not have been modified or rescinded and there will not have occurred any other calamity or crisis or materially adverse change in general economiclaw affecting the validity, political legally binding character or financial conditions enforceability of such Security, (B) assume that neither the issuance, sale and delivery of any Security, nor any of the terms of such Security, nor compliance by the Company with such terms will violate any applicable law, any agreement or instrument then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company and (C) state that as of the date of such opinion a judgement for money in an effect action based on Securities denominated in foreign currencies or currency units in a Federal or State court in the U.S. or Australian financial markets; United States ordinarily would be enforced in the United States only in United States dollars, and that the date used to determine the rate of conversion of the foreign currency unit in which a particular 11 Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment; (iv) any downgrading The Mortgage has been duly authorized, executed, and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a valid and binding instrument enforceable in accordance with its terms, except as the rating same may be limited by (a) general principles of any debt securities equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the Corporation security provided by the Mortgage, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of the Senior Note Mortgage Bonds and the Mortgage may be unenforceable under or limited by the Guarantor law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or such document; (v) any amendment Any series of Senior Note Mortgage Bonds established on or prior to the lawsdate of such opinion in conformity with the Indenture and the Mortgage, regulations and, when the terms of a particular Senior Note Mortgage Bond and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture and the Mortgage, and such Senior Note Mortgage Bond has been duly completed, authenticated, and issued in accordance with the Mortgage and delivered to the Trustee as security for Securities, such Senior Note Mortgage Bond will constitute a valid and binding obligation of the Company entitled to the benefits provided by the Mortgage (except as the same may be limited by (a) general principles of equity or published tax rulings by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws or equitable principles relating to or affecting the enforcement of creditors' rights generally or the enforcement of the security provided by the Mortgage, (b) the necessity for compliance with the statutory procedural rights governing the exercise of remedies by a secured creditor, and (c) the qualification that certain waivers, procedures, remedies, and other provisions of such Senior Note Mortgage Bond and the Mortgage may be unenforceable under or limited by the law of the State of Arizona; however, such law does not in such counsel's opinion substantially prevent the practical realization of the benefits intended by such documents), it being understood that such counsel may (A) assume that at the time of the issuance, sale and delivery of each Senior Note Mortgage Bond the authorization of such series will not have been modified or rescinded and there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Senior Note Mortgage Bond, (B) assume that neither the issuance, sale and delivery of any Senior Note Mortgage Bond, nor any of the terms of such Senior Note Mortgage Bond, nor compliance by the Company with such terms will violate 12 any applicable law, any agreement or instrument then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company and (C) state that as of the date of such opinion a judgement for money in an action based on Senior Note Mortgage Bonds denominated in foreign currencies or currency units in a Federal or State court in the United States or Australia which could reasonably ordinarily would be expected enforced in the United States only in United States dollars, and that the date used to have a material adverse effect on determine the holders rate of conversion of the Notesforeign currency unit in which a particular Senior Note Mortgage Bond is denominated into United States dollars will depend upon various factors, including which court renders the judgment; (vi) Except for property specifically excepted from the lien of the Mortgage or released therefrom in accordance with the terms thereof, the Company has good and marketable title in fee simple, except for items described in (A), (B), and (C) below, to all of the real property and fixtures thereon purported in the case Mortgage to be so held and that are both located in the State of any Arizona and described in those title reports covering at least the Saguaro, Yucca, Cholla, Ocotillo, West Phoenix, and Palo Verde plant sites that are listed on an exhibit to such opinion (the "Title Documents") (in giving such opinion, such counsel may rely solely upon the Title Documents and may assume the accuracy thereof and of the events real property descriptions contained therein and may state that no other investigation or inquiry has been made with respect thereto), and in giving the opinions described below with respect to any liens, defects, and encumbrances on such title to such personal property, such counsel may assume that the Company has good and valid title to all of the personal property located in the State of Arizona and described in clauses the Mortgage as subject to the lien thereof (iwhich property shall not include fixtures), and such counsel may rely solely upon, and assume the accuracy of, a search of the Uniform Commercial Code Financing Statements filed in the records of the Arizona Secretary of State and may assume that there are no liens or other encumbrances on personal property (as used in the Arizona Uniform Commercial Code) through of the Company located in the State of Arizona other than liens or other encumbrances that have been perfected by filing with the Arizona Secretary of State under Arizona Revised Statutes (iv"A.R.S.") aboveSection 47-9401.A; such title is subject only to: (A) the lien of the Mortgage, (B) Excepted Encumbrances as defined in the Mortgage, and (C) other liens, encumbrances, or defects, none of which, individually or in the aggregate, in the sole judgment opinion of such counsel, materially interfere with the business or operations of the ManagerCompany (in determining whether any such other liens, makes it impracticable encumbrances, or inadvisable to proceed defects materially interfere with the consummation business or operations of the purchase Company, such counsel may rely solely upon a certificate of Notes by an officer or engineer of the Underwriters for sale Company which shall be attached to others on such opinion and such opinion may state that no other investigation or inquiry with respect thereto has been made); the terms and Mortgage, subject only as above set forth in the manner contemplated in the Time of Sale Prospectus this clause, now constitutes, and the ProspectusMortgage and the Mortgage Supplemental Indentures theretofore 13 executed, each subject only as then amended or supplemented. (d) At above set forth in this clause, when the Time of Delivery, the Underwriters latter shall have been furnished with such documents duly recorded and opinions filed, will constitute, together and as they may reasonably require in order to evidence the accuracy a single instrument, a direct and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein containedvalid first mortgage lien upon said property; and all proceedings taken properties (other than the classes or items of property expressly excepted in the Mortgage or expressly released from the lien thereof) acquired by the Corporation Company after the date of such opinion in each county in the State of Arizona in which the Mortgage and the Guarantor in connection Mortgage Supplemental Indentures shall have been duly recorded and filed and, with respect to priority only, any necessary recordation and/or filing has been accomplished (including therein any necessary descriptions of after-acquired real property and real property upon which after-acquired fixtures are affixed) will, upon such acquisition, become subject to the issuance first mortgage lien thereof, subject, however, to Excepted Encumbrances and sale to liens, if any, existing or placed thereon at the time of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated acquisition thereof by the Manager by notice Company and, with respect to the Corporation at any time at or priority only, to liens, if any, existing prior to the Time of Delivery and such termination shall be without liability time of any party necessary recordation and/or filing by the Company; (vii) The Company is the owner of the rights conferred upon it by the leases from the Navajo Tribe relating to the site on which the Navajo Plant is located and while such counsel is not aware of the assertion of any other partyclaim contesting the title of the Navajo Tribe to the lands leased, except that such counsel shall not be required to express any opinion with respect to the provisions interest of Section 5 hereof, the indemnity and contribution agreements set forth Navajo Tribe in Section 7 and 8 hereof, and the provisions lands leased or with respect to the enforceability of Section 10, 13 and 16 hereof shall remain in effect.such leases against the Navajo Tribe; (viii) With cert

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Terms Agreement or otherwise, is subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus or the Disclosure Package shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the Commission; (2) Commission and no Underwriter shall have been advised challenge by the Corporation that Commission shall be pending to the accuracy or adequacy of Registration Statement, the Time of Sale Prospectus or the Prospectus, Disclosure Package or any amendment or supplement thereto, at document incorporated by reference in the time it was required to be delivered to a purchaser foregoing documents; any request of the Notes, contained an untrue statement Commission for inclusion of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which additional information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicableor the Disclosure Package or otherwise shall have been withdrawn or complied with; and after the date of any Terms Agreement (and prior to the Settlement Date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;Disclosure Package (or any document incorporated by reference in the foregoing documents) without the consent of the Agent or Agents party thereto. (2b) An opinionNo order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(l) hereof shall have been issued, dated and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that the Registration Statement, the Prospectus or the Disclosure Package, each as amended or supplemented, contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material or omits to state a fact which, in the opinion of such timecounsel, of Mallesons ▇▇is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) On the Closing Date, the Agents shall have received from Cravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇LLP, Australian counsel to for the Corporation Agents, such opinion and letter, dated the Guarantor, or such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes and the Guarantee of the Notes by the GuarantorIndenture, the Registration Statement, the ProspectusProspectus and the Disclosure Package, the Time of Sale Prospectus (if applicable) each as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) On the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date, of ▇▇▇▇ ▇▇▇ List, Esq., General Counsel of the Company, in form and scope satisfactory to the Agents and their counsel, substantially to the effect set forth in Exhibit D hereto. (f) On the Closing Date, the Agents shall have received the opinion and letter, addressed to the Agents and dated the Closing Date, of ▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letterLLP, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the UnderwritersCompany, or such other which opinion and letter shall be satisfactory in form and scope to counsel satisfactory for the Agents, substantially to the Manager receiving such opinion effect set forth in Exhibit E-1 and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Exhibit E-2 hereto. (g) The Company shall have furnished to the Agents on the Closing Date a certificate, dated the Closing Date, of its President, Chief Executive Officer, Vice President or Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of such counsel Closing Date; the Company has complied in all material respects with all its agreements contained herein; and the conditions set forth in Sections 5(a) and 5(b) hereof have been fulfilled, (ii) in his opinion, as of the effective date of the Registration Statement, the Registration Statement did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, as of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus as of its date and as of the Closing Date did not contain an untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, as amended or supplemented, there has not been any material adverse change in the condition, financial or other, or earnings of the Company, whether or not arising from transactions in the ordinary course of business, (iv) since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus but which has not been so set forth or incorporated by reference therein, (v) the Company has no material contingent obligations which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein, (vi) no stop order suspending the effectiveness of the Registration Statement is in effect on such documents as they reasonably request Closing Date and no proceedings for the purpose issuance of enabling them such an order have been taken or to pass upon the knowledge of the Company are contemplated by the Commission on or prior to such matters; andClosing Date, (vii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein and (viii) there are no material contracts to which the Company is a party which are required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package and are not disclosed therein. (5h) From Deloitte and Touche LLP (or successor independent public accountants with respect to the Auditor General Company within the meaning of the State of New South WalesSecurities Act and the rules and regulations thereunder) shall have furnished to the Agents, at or any successor independent auditorprior to the Closing Date, a letter, addressed to the Agents and dated as the Closing Date, confirming that they are independent public accountants with respect to the Company within the meaning of such time, the Securities Act and delivered at such timeare in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, substantially to the effect set forth in the form attached hereto as Annex A.Exhibit F hereto. (ci) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities of the Company or generally on the The New York Stock Exchange or the Australian Stock Exchange; , (ii) a general banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities state authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, (Biv) in Australia declared by the Australian regulatory authorities or a material any major disruption in commercial banking or the settlement of securities settlement or clearance systems in the United States or Australia; (iii) any outbreak other relevant jurisdiction or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any a declaration of a national emergency or war by either of the United States or (v) such countries, or any other calamity or crisis or materially a material adverse change in general economic, political or financial conditions having an domestically or internationally (or the effect of international conditions on the U.S. or Australian financial markets; (iv) any downgrading markets in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse the effect on the holders of the Notes, which conditions in the United States on international financial markets shall be such) the effect of which is, in any case of any of the events described in clauses (i) through clause (iv) above, individually or in the aggregate(v), in the sole judgment of the ManagerPurchasing Agent, makes to make it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase or the purchase or delivery of the purchase of Notes by the Underwriters for sale to others Securities on the terms and in the manner contemplated in the Time Prospectus; provided, however, that in the event that any Agent agrees to purchase Securities as a principal (whether pursuant to a Terms Agreement or otherwise) there shall not have occurred any of Sale Prospectus and the Prospectus, each as then amended or supplementedforegoing subsequent to the date of such agreement. (dj) At Prior to the Time of DeliveryClosing Date, the Underwriters Company shall have been furnished to the Agents and to Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Agents, such further certificates and documents as the Agents or counsel to the Agents may have reasonably requested prior to the Closing Date. (k) Subsequent to the execution of any Terms Agreement and prior to the Settlement Date: (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for the purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warranties, or the fulfillment of Company’s debt securities. If any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition conditions specified in this Section 6 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement (or applicable Terms Agreement) and all obligations of any Agent hereunder (or thereunder) may be terminated canceled by the Manager by notice to the Corporation such Agent on, or at any time at prior to, any Closing Date (or prior Settlement Date related to such Terms Agreement). Notice of such cancellation shall be given to the Time of Delivery Company in writing, or by facsimile, telephone or telex confirmed in writing. All opinions, letters, evidence and such termination certificates mentioned above or elsewhere in this Agreement shall be without liability of any party deemed to any other party, except that be in compliance with the provisions hereof only if they are on the date of Section 5 hereof, delivery in the indemnity form and contribution agreements set forth in Section 7 and 8 hereof, and scope satisfactory to counsel for the provisions of Section 10, 13 and 16 hereof shall remain in effectAgents.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder the Agents, as agents of the Company, under this Agreement to solicit offers to purchase the Notes Securities, as well as the obligation of each Agent to be delivered at the Time of Delivery will be purchase Securities pursuant to any Purchase Agreement or otherwise, is subject to the accuracy accuracy, on each Representation Date, of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof to the extent then relevant, to the performance and observance by the Corporation and the Guarantor Company in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further additional terms and conditions: (1a) No stop order suspending the effectiveness of the any Registration Statement Statement, or any part thereof thereof, nor any order directed to any document incorporated by reference in the Prospectus shall have been issued under the Act or proceedings therefor and no stop order proceeding shall have been initiated or threatened by the CommissionCommission and no challenge by the Commission shall be pending to the accuracy or adequacy of any document incorporated by reference in the Prospectus; (2) no Underwriter any request of the Commission for inclusion of additional information in any Registration Statement or the Prospectus or otherwise shall have been advised withdrawn or complied with; and after the date of any Purchase Agreement (and prior to the closing date for the Securities referred to therein) the Company shall not have filed with the Commission any amendment or supplement to any Registration Statement or the Prospectus (or any document incorporated by reference therein) without the Corporation consent of the Agent or Agents party thereto. (b) No order suspending the sale of the Securities in any jurisdiction designated by an Agent pursuant to Section 3(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. (c) The Agents shall not have discovered and disclosed to the Company that any Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, as amended or any amendment or supplement theretosupplemented, at the time it was required to be delivered to a purchaser of the Notes, contained contains an untrue statement of a fact which, in the opinion of counsel for the Agents, is material fact or omitted omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary in order to make the statements therein, in the light of the circumstances existing at such time, therein not misleading; and . (3d) subsequent to the respective dates as of which information is given in the Registration StatementAt each Closing Date, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager Agents shall have received: (1) A certificate or certificatesreceived from Cravath, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇LLP, Australian counsel to for the Corporation Agents, such opinion and the Guarantorletter, or dated such other counsel satisfactory to the Manager receiving such opinionClosing Date, with respect to the Corporation being duly constitutedissuance and sale of the Securities, the validity of the Notes Indenture, each Registration Statement and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) as amended or supplemented, and other related matters as they the Agents may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may reasonably require, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . (e) At each Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated such Closing Date, of ▇▇▇▇ ▇▇▇ List, Esq., General Counsel of the Company, in form and scope satisfactory to the Agents and their counsel, to the effect that: (i) the Company has been duly incorporated and is validly existing as a cooperative association under the laws of the District of Columbia with corporate power to conduct its business as described in each Registration Statement; (ii) the issuance and sale of the Securities by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof on account of the Company having entered into a Purchase Agreement, the applicable Purchase Agreement) have been duly and validly authorized by all necessary corporate action (subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company); and no authorization, consent, order or approval of, or filing or registration with, or exemption by, any government or public body or authority of the District of Columbia or any department or subdivision thereof is required for the validity of the Securities or for the issuance, sale and delivery of the Securities by the Company pursuant to this Agreement and any Purchase Agreement or for the execution and delivery of this Agreement, any Purchase Agreement and the Indenture by the Company (except that such counsel need not express an opinion as to whether offers or sales by Agents require qualification or registration under the securities laws of the District of Columbia); (iii) the Indenture has been duly authorized by the Company and constitutes an instrument valid and binding on the Company and enforceable in accordance with its terms; (iv) the Securities, assuming they are in a form conforming to the specimens thereof examined by such counsel, and assuming due execution of the Securities on behalf of the Company and authentication thereof by the Trustee and issuance thereof in accordance with the terms of the Indenture and delivery thereof against payment therefor in accordance with the terms of this Agreement (and any Purchase Agreement) and subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of the Indenture; (v) this Agreement has been duly authorized, executed, and delivered by the Company and the performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company or any indenture, deed of trust, note, note agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by which the Company or any of its properties is bound or affected; (vi) no consent, approval, authorization or order of any court or governmental agency, authority or body of the District of Columbia is required for the consummation of the transactions contemplated in this Agreement (including any Purchase Agreement) (except that such counsel need not express an opinion as to whether offers or sales by Agents require qualification or registration under the securities laws of the District of Columbia); and (vii) there is no tax of the District of Columbia or the Commonwealth of Virginia applicable to the execution of the Indenture. Such counsel shall state that nothing has come to the attention of such counsel causing him to believe, based upon such counsel's participation in the preparation of each Registration Statement or otherwise, that any Registration Statement (or any post-effective amendment thereof), at the time such Registration Statement became effective and at the effective time of any such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make statements therein not misleading, or that the Prospectus (as amended or supplemented, if amended or supplemented), as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in any Registration Statement or the Prospectus and which is not disclosed therein. Insofar as such opinion relates to the enforceability of the Securities and the Indenture, such counsel may state that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and may be limited by general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and by laws with respect to or affecting the remedies provided for in the Securities and the Indenture (provided that such laws do not, in the opinion of such counsel, make inadequate the remedies afforded thereby for the realization of the benefits provided for in the Securities and the Indenture). (f) At each Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated such Closing Date, of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on LLP, counsel to the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel Company, in form and scope satisfactory to the Manager receiving such opinionsAgents and their counsel, to the effect that: (i) the Company has been duly incorporated and is validly existing as a cooperative association in good standing under the laws of the District of Columbia with corporate power to all matters governed by New South Wales and Australian lawconduct its business as described in the Prospectus; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes Securities by the Company pursuant to this Agreement (and, if the opinion is being given pursuant to Section 6(d) hereof on account of the Company having entered into a Purchase Agreement, the applicable Purchase Agreement) have been duly and validly authorized by all necessary corporate action (subject to the approval of the terms of each Security by the Governor or the Chief Financial Officer of the Company); and no authorization, consent, order or approval of, or filing or registration with, or exemption by, any governmental or public body or authority (including, without limitation, the Rural Utilities Service) of the United States or of the State of New York or any department or subdivision thereof, or, to the best knowledge of such counsel, any court, other than such as may be required under State securities or blue sky laws and other than registration of the Securities under the Act and qualification of the Indenture under the Trust Indenture Act, is required for the validity of the Securities or for the issuance, sale and delivery of the Securities by the Company pursuant to this Agreement (including any Purchase Agreement) or for the execution and delivery of this Agreement (including any Purchase Agreement) and the Indenture by the Company; (iii) the Indenture has been duly authorized by the Company, has been duly qualified under the Trust Indenture Act and constitutes an instrument valid and binding on the Company and enforceable in accordance with its terms; (iv) the Securities, assuming they are in a form conforming to the specimens thereof examined by such counsel, and assuming due execution of the Securities on behalf of the Company and authentication thereof by the Trustee and issuance thereof in accordance with the terms of the Indenture and delivery thereof against payment therefor in accordance with the terms of this Agreement (and any Purchase Agreement) and subject to the approval of the terms each Security by the Governor or the Chief Financial Officer of the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of the Indenture; (v) this Agreement (including any Purchase Agreement) has been duly authorized, executed and delivered by the Company and the performance of this Agreement (including any Purchase Agreement) and the consummation of the transactions herein contemplated shall be satisfactory will not result in form a breach of any terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Company or any indenture, deed of trust, note, note agreement or other agreement or instrument known to such counsel, after due inquiry, to which the Company is a party or by which the Company or any of its properties is bound or affected; (vi) the Securities and substance the Indenture conform in all material respects to the Underwriters. If descriptions thereof contained in each Registration Statement; the statements made in the Prospectus under the caption "Description of Securities" and in the prospectus supplement dated October 23, 2003, under the caption "Description of the Medium-Term Notes" (and the comparable provisions of any condition specified supplement to the Prospectus approved by the Agents), insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; and the legal conclusions contained in this Section 6 shall the Prospectus under the caption "United States Taxation" are correct in all material respects and the discussion thereunder does not omit any material provision with respect to the matters covered; (vii) each Registration Statement (and any posteffective amendment thereof) has become and is effective under the Act and the Securities have become registered under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been fulfilled instituted or are pending or contemplated, and each Registration Statement (and any post-effective amendment thereof) and the Prospectus and each amendment thereof or supplement thereto (except for the financial statements and other financial data included therein as to which such counsel need express no opinion) when they became effective or were filed with the Securities and Exchange Commission complied as to form in all material respects with the requirements of the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations issued thereunder; (viii) the Company is not required to be fulfilledregistered as an investment company under the Investment Company Act of 1940; (ix) the Company is not subject to regulation under the Public Utility Holding Company Act of 1935; and (x) the Company is not a public utility as defined in the Federal Power Act. Such counsel shall state that based upon such counsel's participation in the preparation of each Registration Statement, this Agreement the Prospectus and documents incorporated by reference therein, such counsel's discussions with certain officers and employees of the Company, such counsel's conferences with representatives of the Company's independent certified public accountants and such counsel's representation of the Company, nothing has come to the attention of such counsel causing it to believe that such Registration Statement (or any post-effective amendment thereof), at the time such Registration Statement became effective and at the effective time of any such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make statements therein not misleading, or that the Prospectus (as amended or supplemented, if amended or supplemented), as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion concerning financial or statistical data included therein) and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in any Registration Statement or the Prospectus and which is not disclosed therein. Such counsel shall also state that to the best knowledge of such counsel, no order directed to any document incorporated by reference in the Prospectus has been issued and no challenge has been made by any regulatory agency to the accuracy or adequacy of any such document. Insofar as such opinion relates to the enforceability of the Securities and the Indenture, such counsel may state that the enforceability thereof may be terminated limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Manager rights of creditors generally and may be limited by notice to general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the Corporation at any time at possible unavailability of specific performance, injunctive relief or prior to the Time of Delivery and such termination shall be without liability of any party to any other partyequitable remedy and (b) concepts of materiality, except that the provisions of Section 5 hereofreasonableness, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.good faith and

Conditions of Obligations. The obligations of each Underwriter Your obligation to act as Dealer Managers hereunder to purchase the Notes to shall at all times be delivered at the Time of Delivery will be subject subject, in your discretion, to the accuracy of the condition that all representations and warranties on the part and other statements of the Corporation and the Guarantor Offeror herein contained are as of the date hereof of this letter agreement, and as at all times during the Exchange Offers (including on each Acceptance Date), true and correct, the condition that the Offeror shall have performed in all material respects all of the Time of Deliveryits obligations hereunder theretofore to be performed, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further additional conditions: (1a) No The Prospectus shall have been either (i) filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act in accordance with Section 2(b) hereof or (ii) included in the Registration Statement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor and no proceeding for that purpose shall have been initiated or threatened by the Commission; (2) no Underwriter and all requests for additional information on the part of the Commission shall have been advised complied with to your reasonable satisfaction; (b) On the Commencement Date and each Acceptance Date, Sullivan & Cromwell, your cou▇▇▇▇, ▇▇all ▇▇▇▇ ▇▇rnished to you, as Dealer Managers, such opinion or opinions, dated the respective date of delivery thereof, with respect to the matters covered in paragraphs (i), (ii), (ix) and (x) and the third to last paragraph of subsection (d) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) On the Commencement Date and each Acceptance Date, Walkers, special Cayman Islands counsel to the Offeror, shall have furnished to you their written opinion, dated the respective date of delivery thereof, in form and substance satisfactory to you, to the effect that: (i) The Offeror has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Cayman Islands, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented; (ii) The Offeror has an authorized capitalization as set forth in the Prospectus as amended or supplemented, and all of the issued shares of the Offeror have been duly and validly authorized; (iii) The making and consummation of the Exchange Offers have been duly authorized by the Corporation Offeror; and each of this letter agreement, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture to the Original Offeror Indenture and the Trustee Agreement have been duly authorized by the Offeror, and assuming its due execution and delivery by the Offeror insofar as such matters are governed by New York law, will be duly executed and delivered by the Offeror; (iv) The Offeror Notes have been duly authorized by the Offeror, (v) The making and consummation of the Exchange Offers, the issue and sale of the Offeror Notes and the compliance by the Offeror with all of the provisions of the Offeror Notes, the Offeror Indenture and this letter agreement and the consummation of the transactions contemplated herein will not result in any violation of the Memorandum and Articles of Association of the Offeror or any statute or any order, rule or regulation of any court or governmental agency or body in the Cayman Islands having jurisdiction over the Offeror or any of its subsidiaries or any of their properties; (vi) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body in the Cayman Islands is required for the consummation by the Offeror of the Exchange Offers or the transactions contemplated by this letter agreement; and (vii) The statements set forth in the Prospectus as amended or supplemented under the caption "Cayman Islands Tax Consequences", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; (d) On the Commencement Date and each Acceptance Date, Baker Botts L.L.P., United St▇▇▇▇ c▇▇▇▇▇l for the Offeror, shall have furnished to you their written opinion, dated the respective date of delivery thereof in form and substance satisfactory to you, to the effect that: (i) Each of the Original Offeror Indenture and the First Supplemental Indenture thereto has been duly authorized, executed and delivered by Transocean Offshore Inc., a Delaware corporation; each of the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture to the Original Offeror Indenture and the Trustee Agreement, assuming its due authorization, and further assuming its due execution and delivery by the Offeror insofar as such matters are governed by Cayman Islands law, has been duly executed and delivered by the Offeror; and the Offeror Indenture and the Trustee Agreement, assuming the due authorization, execution and delivery thereof by the trustee thereunder, further assuming the due authorization of the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Trustee Agreement by the Offeror, and further assuming the due execution and delivery of the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Trustee Agreement by the Offeror insofar as such matters are governed by Cayman Islands law, constitutes a valid and legally binding agreement of the Offeror, enforceable against the Offeror in accordance with its terms, except as the enforceability thereof may be subject to the effect of any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity and public policy (regardless of whether enforcement is sought in a proceeding at law or in equity) and to the discretion of the court before which any proceeding may be brought; and the Offeror Indenture has been duly qualified under the Trust Indenture Act; (ii) The Offeror Notes, when duly executed, authenticated in accordance with the Indenture and delivered as contemplated in this letter agreement and the Exchange Offer Material, assuming their due authorization, will constitute valid and legally binding obligations of the Offeror, enforceable against the Offeror in accordance with their terms, except as the enforceability thereof may be subject to the effect of any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity and public policy (regardless of whether enforcement is sought in a proceeding at law or in equity) and to the discretion of the court before which any proceeding may be brought; and the Offeror Indenture conforms, and when the Offeror Notes have been duly executed, authenticated, issued and delivered pursuant to the Offeror Indenture they will conform, in all material respects to the descriptions thereof in the Prospectus as amended or supplemented; (iii) This letter agreement, assuming its due authorization, and further assuming its due execution and delivery by the Offeror insofar as such matters are governed by Cayman Islands law, has been duly executed and delivered by the Offeror; (iv) The making and consummation of the Exchange Offers, the issue and sale of the Offeror Notes and the compliance by the Offeror with all of the provisions of the Offeror Notes, the Offeror Indenture and this letter agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms of, or constitute a default or result in the acceleration of any obligations under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument that is included as an exhibit to the Offeror's Annual Report on Form 10-K for the year ended December 31, 2000, nor will such actions result in any violation of any statute, rule or regulation or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Offeror or any of its subsidiaries or any of their properties, except for any such conflict, breach, violation, default or acceleration which would not, individually or in the aggregate, have a Material Adverse Effect and could not reasonably be expected to adversely affect the Offeror's ability to perform its obligations hereunder or under the Exchange Offer Material, the Offeror Notes or the Offeror Indenture (it being understood that for purposes of this opinion, such counsel shall not be required to pass upon compliance with respect to antifraud or similar provisions of any law, rule or regulation); (v) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body which, to the best of such counsel's knowledge, has jurisdiction over the Offeror or any of its subsidiaries or any of their properties is required under the laws of the State of New York or the State of Texas for the consummation of the Exchange Offers, the consummation by the Offeror of the transactions contemplated by this letter agreement or the Offeror Indenture, the execution and delivery of the supplements to the R&B Falcon Indentures as contemplated by the Exchange Offers and the performance by R&B Falcon of the R&B Falcon Indentures as so supplemented, except for such consents, approvals, authorizations, registrations or qualifications as (i) have been obtained (including registration under the Act) or (ii) may be required under state securities or Blue Sky laws in connection with the distribution of the Offeror Notes pursuant to the Exchange Offers; (vi) R&B Falcon has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware; (vii) The execution and delivery by R&B Falcon of the supplemental indentures to the R&B Falcon Indentures as contemplated by the Exchange Offers have been duly authorized, and assuming satisfaction of the Consent Condition and the due execution and delivery thereof by R&B Falcon, and further assuming the due authorization, execution and delivery thereof by the trustee thereunder, each of the R&B Falcon Indentures as supplemented will constitute a valid and legally binding instrument, enforceable in accordance with its terms, except as the enforceability thereof may be subject to the effect of any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity and public policy (regardless of whether enforcement is sought in a proceeding at law or in equity) and to the discretion of the court before which any proceeding may be brought; (viii) The execution and delivery of the supplements to the R&B Falcon Indentures as contemplated by the Exchange Offers and the performance by R&B Falcon of its obligations under the R&B Falcon Indentures as so supplemented will not result in any violation of the provisions of the Certificate of Incorporation or By-laws of R&B Falcon or any statute, rule or regulation or any order known to such counsel of any court or governmental agency or body having jurisdiction over R&B Falcon or any of its subsidiaries or any of their properties, except, in each case other than with respect to such Certificate of Incorporation or By-laws, for any such conflict, breach, violation or default which would not, individually or in the aggregate, have a Material Adverse Effect and could not reasonably be expected to adversely affect R&B Falcon's ability to perform its obligations under the R&B Falcon Notes or the R&B Falcon Indentures (it being understood that for purposes of this opinion, such counsel shall not be required to pass upon compliance with respect to antifraud or similar provisions of any law, rule or regulation); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required under the laws of the State of New York or the State of Texas for any of the foregoing actions, except for such consents, approvals, authorizations, registrations or qualifications as (i) have been obtained (including registration under the Act) or (ii) may be required under state securities or Blue Sky laws in connection with the distribution of the Offeror Notes pursuant to the Exchange Offers; (ix) The statements set forth in the Prospectus as amended or supplemented under the caption "Description of the Transocean Sedco Forex Notes", insofar as they purport to constitute a summary of the terms of the Offeror Notes, and under the captions "Description of Differences between the R&B Falcon Notes and the Transocean Sedco Forex Notes", "The Proposed Amendments", "Description of the Transocean Sedco Forex Notes" and "Material U.S. Federal Income Tax Consequences", insofar as they purport to constitute a summary of the provisions of the laws and documents referred to therein, are accurate in all material respects; (x) The Offeror is not, and after giving effect to the offering and sale of the Offeror Notes and the consummation of the Exchange Offers, will not be, an "investment company", as such term is defined in the Investment Company Act; and (xi) The Registration Statement, Prospectus, any further amendments and supplements to the Registration Statement or the Prospectus made by the Offeror prior to the date of such opinion (other than the financial statements and schedules, the notes thereto and the auditors' report thereon and other financial and accounting data included or incorporated by reference therein, or omitted therefrom, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, appeared on their face to comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act, as applicable. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Offeror, representatives of independent public accountants for the Offeror and with representatives of and counsel for the Dealer Managers, at which the contents of the Registration Statement and the Prospectus as amended or supplemented and related matters were discussed, and although such counsel did not independently verify such information and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time Prospectus as amended or supplemented (except for those referred to in the opinion in subsection (ix) of Sale Prospectus this Section 5(d)) or the ProspectusExchange Offer Material, on the basis of the foregoing (relying as to materiality to a certain extent upon statements of officers and other representatives of the Offeror), no facts have come to such counsel's attention that would lead such counsel to believe (i) that, as of its effective date, the Registration Statement or any further amendment thereto made by the Offeror prior to the date of such opinion (other than the financial statements and schedules, the notes thereto and the auditors' report thereon and other financial and accounting data included or incorporated by reference therein, or any amendment omitted therefrom, or supplement the exhibits thereto, at the time it was required as to be delivered to a purchaser of the Notes, which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at such time, therein not misleading; and , (3ii) subsequent to the respective dates that, as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statementits date, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs as amended or business prospects of the Corporation supplemented or the financial, political any further amendment or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated supplement thereto made by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or Offeror prior to the Time date of Delivery such opinion (other than the financial statements and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereofschedules, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, notes thereto and the provisions of Section 10, 13 auditors' report thereon and 16 hereof shall remain in effect.other financial and accounting data included or incorporate

Conditions of Obligations. The obligations obligation of each Underwriter hereunder Agent, as agent of NIB, under this Agreement at any time to solicit offers to purchase the Notes to be delivered at the Time of Delivery will be is subject to the accuracy accuracy, on the date hereof, on each Representation Date and on the date of each such solicitation, of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryNIB herein, to the accuracy accuracy, on each such date, of the statements of any duly authorized officer or official of the Corporation and the Guarantor NIB’s officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance performance, on or prior to such date, by the Corporation and the Guarantor NIB of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further conditionsadditional conditions precedent: (1a) No If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued under and no proceedings for that purpose shall have been instituted or, to the Act knowledge of NIB or proceedings therefor initiated or threatened such Agent, shall be contemplated by the Commission; . (2b) no Underwriter shall have been advised by the Corporation that Neither the Registration Statement, the Time of Sale Prospectus or Statement nor the Prospectus, as amended or supplemented as of any amendment Representation Date or supplement theretodate of such solicitation, at as the time it was case may be, shall contain an untrue statement of fact that, in the opinion of the Agents, is material or omits to state a fact that, in the opinion of the Agents, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) At the Closing Date, the Agents shall have received an opinion, dated the Closing Date, of the General Counsel or Senior Counsel of NIB to the effect that: (i) The Agreement Regarding the Establishment of NIB dated December 4, 1975 among the Kingdom of Denmark, the Republic of Finland, the Republic of Iceland, the Kingdom of Norway and the Kingdom of Sweden (the “Member countries”), pursuant to which NIB was established, including the Statutes of NIB, as amended (the “Statutes”) attached thereto, has been duly executed and ratified by all the Member countries and constitutes a legally binding obligation of the Member countries; (ii) The Fiscal Agency Agreement has been duly authorized, executed and delivered by NIB and constitutes the valid and legally binding obligation of NIB in accordance with its terms; the Notes have been duly authorized by NIB in accordance with the Statutes; when the terms of the Notes have been established in accordance with the Fiscal Agency Agreement and the Notes have been executed, authenticated, issued and delivered in accordance with the Fiscal Agency Agreement and this Agreement and paid for by the purchasers thereof, the Notes will constitute valid, legally binding and direct and unconditional general obligations of NIB in accordance with their terms, for the payment and performance of which the full faith and credit of NIB is pledged, and the Notes will be entitled to a purchaser the benefit of the Fiscal Agency Agreement; and upon the issuance of the Notes, contained an the obligations of NIB evidenced thereby will constitute direct, unconditional and unsecured obligations of NIB ranking pari passu without any preference among themselves and equally with all other unsecured indebtedness (other than subordinated indebtedness) of NIB from time to time outstanding; (iii) The Registration Statement and its filing with the Commission have been duly authorized by and on behalf of NIB, and the Registration Statement has been executed by and on behalf of NIB; and the information in the Registration Statement stated on the authority of the President of NIB has been stated by him in his official capacity as President thereunto duly authorized by NIB; (iv) All matters relating to the Agreement referred to in paragraph (i) above, the Statutes and the respective laws of each of the Member countries set forth in the Registration Statement as of the effective date thereof, as of the date of the Prospectus, as of the date of this Agreement and as of the date of such opinion are correctly set forth therein; and such General Counsel or Senior Counsel has no reason to believe that the Registration Statement or the Prospectus contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in therein not misleading (except for the light of the circumstances existing at such time, not misleading; financial statements and (3) subsequent to the respective dates as of which information is given schedules and other financial data included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall as to which such General Counsel or Senior Counsel need not have been express any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectusopinion); (bv) NIB has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement, and to perform and comply with the terms and provisions of the Notes, of this Agreement and of the Fiscal Agency Agreement; (vi) This Agreement has been duly authorized, executed and delivered by NIB; (vii) All authorizations, approvals and consents from all governmental authorities in each of the Member countries that are necessary for the execution and delivery of this Agreement, the execution and delivery of the Fiscal Agency Agreement, the execution, issuance, sale and delivery of the Notes hereunder and thereunder and the performance by NIB of the covenants contained in the Notes have been obtained; (viii) Under the respective laws of each of the Member countries, NIB would not be entitled to plead, or cause to be pleaded on its behalf, sovereign immunity from the jurisdiction of the courts of any of such Member countries in respect of any action arising out of or relating to its obligations under this Agreement, the Fiscal Agency Agreement or the Notes and such courts would be entitled to assume jurisdiction in respect of such actions; and (ix) There are no stamp or similar taxes under the respective laws of any of the Member countries payable in connection with the issuance of the Notes. Insofar as the opinion required by this paragraph (c) involves the laws of the United States or any jurisdiction thereof, it may be given in reliance upon the opinion required by paragraph (f) of this Section 5 and, insofar as such opinion involves the laws of any other jurisdiction, it may be given in reliance upon the opinion of counsel satisfactory to such General Counsel or Senior Counsel. (d) At the Time of Delivery Closing Date, the Manager Agents shall have received: (1) A certificate or certificatesreceived a certificate, dated as of such timethe Closing Date, signed by the Chief Executive of the Corporation in respect President or the principal financial or accounting officer of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, NIB in which such personsofficer, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Corporation and the Guarantor NIB in this Agreement are true and correctcorrect in all material respects, that the Corporation and the Guarantor have (ii) NIB has complied with all agreements and satisfied all conditions on their its part to be performed or satisfied hereunder at or prior to such timethe Closing Date, that and (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or or, to such officer’s knowledge, are contemplated by the Commission Commission, and that, (iv) subsequent to the respective dates as date of which information is given the most recent financial statements in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the NotesProspectus, there has been no material adverse change in the financial position, position or results of operationoperations of NIB, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or as described in such certificate. (e) At the Closing Date, the Agents shall have received a letter, dated the Closing Date, of a duly appointed independent auditor of NIB, confirming that he is an independent public accountant with respect to NIB and stating in effect that on the basis of procedures (but not an examination in accordance with generally accepted auditing standards in the Member countries) consisting of reading all available minutes of the meetings of the Board of Directors of NIB through a specified date not more than seven calendar days prior to the date of such letter, a reading of the latest available unaudited interim financial statements of NIB and making inquiries of certain officers of NIB who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below: (i) Nothing came to his attention as a result of the foregoing procedures that caused him to believe that at a specified date not more than seven calendar days prior to the date of such letter: (A) the unaudited financial statements, if any, included in the Prospectus are not fairly presented in conformity with generally accepted accounting principles in the Member countries applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; (2B) An opinionthe unaudited capsule information, dated as of such timeif any, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to included in the Corporation and Prospectus does not agree with the Guarantor, amounts set forth in the unaudited financial statements from which it was derived or such other counsel satisfactory to the Manager receiving such opinion, was not determined on a basis substantially consistent with respect to the Corporation being duly constituted, the validity that of the Notes and audited financial statements included in the Guarantee Prospectus; (C) there was any change in the capital or borrowings of NIB as compared with amounts shown on the Notes by the Guarantor, the Registration Statement, latest balance sheet included in the Prospectus, except for changes which the Time Prospectus discloses have occurred or may occur or in the respective aggregate amounts set forth in such letter; or (D) there was any loss of Sale the principal of or interest on any loan due to NIB, except in all instances for changes or losses which the Prospectus discloses have occurred or may occur or which are set forth in such letter; (if applicableii) Nothing has come to his attention as a result of the foregoing procedures that caused him to believe that at the date of the latest unaudited interim financial statements of NIB there was any decrease in the total assets of NIB as compared with the amounts shown in the latest balance sheet included in the Prospectus; and (iii) He has compared the monetary amounts (or percentages derived from such monetary amounts) and other related matters financial information contained in the Prospectus under the captions “Introduction—Nordic Investment Bank”, “Capitalization and Reserves”, “Funded Debt”, “Short-Term Financing and Liquidity Management”, “Operations of NIB”, “Schedule of Annual Amortization of Funded Debt Outstanding” and “Summary Schedule of Funded Debt” and in the Schedule of Funded Debt attached as they may require Exhibit A to the Registration Statement (in each case to the extent that such monetary amounts, percentages and other financial information are derived from the general accounting records of NIB subject to the internal controls of NIB’s accounting system or are derived directly from such records by analysis or computation) with respect to matters governed by New South Wales the results obtained from inquiries, a reading of such general accounting records and Australian lawother procedures specified in such letter, and has found such monetary amounts, percentages and other financial information to be in agreement with such results. References to the Corporation and Prospectus in this paragraph (e) include any supplement thereto at the Guarantor date of the letter. (f) The Agents shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinionsreceived from Cleary, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letterGottlieb, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to for the Corporation and the GuarantorAgents, or such other counsel satisfactory to the Manager receiving such opinion and letteror opinions, dated the Closing Date, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the GuarantorNotes, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor NIB shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their . In rendering such opinion, ▇▇▇Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An the respective laws of each of the Member countries upon the opinion and negative assurance letter, dated as of the General Counsel or Senior Counsel of NIB referred to above. NIB will furnish the Agents with such conformed copies of such timeopinions, of Skaddencertificates, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion letters and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplementedrequest. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. (i) The obligations obligation of each Underwriter hereunder any Agent, as an agent of the Company, to solicit offers to purchase the Notes after the Closing Date and at any time before which the Company has advised the Agent to suspend solicitation of offers to purchase Notes pursuant to Section 2(a) or after which the Company has advised the Agent that the solicitation of offers to purchase Notes which was suspended pursuant to Section 2(a) may be delivered at resumed (the Time “Solicitation Time”), (ii) the obligation of Delivery will any Agent to purchase Notes as principal pursuant to any Terms Agreement, and (iii) the obligation of any person who has agreed to purchase Notes to make payment for and accept delivery of Notes shall in each case be subject to the accuracy of the following conditions: (a) That all representations and warranties on the part and other statements of the Corporation Company herein (and, in the case of an obligation of such Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and the Guarantor herein contained as of the date hereof correct (i) at and as of the Closing Date; (ii) at and as of any Time of Sale or Time of Delivery, to as the accuracy case may be; and (iii) during any Solicitation Time. (b) That the Company shall have performed all of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other its obligations hereunder and theretofore in each case to the following further conditions:be performed. (1c) No stop order suspending the effectiveness of the Registration Statement or nor any part thereof order directed to any document incorporated by reference in any Prospectus shall have been issued under and to the Act knowledge of the Company or proceedings therefor the Agents, no stop order proceeding shall have been initiated or threatened by the Commission; (2) no Underwriter any request of the Commission for inclusion of additional information in the Registration Statement or any Prospectus or otherwise shall have been advised complied with to the reasonable satisfaction of the Agents or counsel for the Agents; and the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or any Prospectus which have not been reviewed by the Corporation Agent. (d) No order suspending the sale of the Notes in any jurisdiction designated by the Agents pursuant to Section 4(l) hereof shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. (e) No Agent shall have discovered and disclosed to the Company that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained Disclosure Package contains an untrue statement of a fact which, in the opinion of counsel for such Agent, is material fact or omitted omits to state a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary in order to make the statements therein, in the light of the circumstances existing at such time, therein not misleading; and . (3f) subsequent Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except as disclosed in the Disclosure Package, there shall not have been any material adverse change, on a consolidated basis, in the shareholder’s equity, short-term debt, long-term debt, ratio of earnings to fixed charges, total assets, total revenue or total net income of the Company and its subsidiaries, in the condition (financial or other) or in the earnings of the Company, its subsidiaries, or the affairs, or business of the Company and its subsidiaries whether or not arising in the ordinary course of business, or any change in the financial position, results of operation, business affairs or business prospects rating assigned by any nationally recognized securities rating agency to any debt securities of the Corporation or Company, which, in the financial, political or economic conditions or the financial or economic prospects reasonable judgment of the Guarantor except as set forth Agents, makes it impractical or inadvisable to offer or deliver the Notes on the terms and in the manner contemplated in the Prospectus. (g) At the Closing Date and at any Time of Delivery, the Agents shall have received the opinion, addressed to the Agents and dated the Closing Date or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificatesDelivery, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇, special U.S. counsel to Esq., Counsel of the Corporation Company, in form and the Guarantor, or such other counsel substance satisfactory to the Manager receiving such opinion Agents and lettertheir counsel, with respect to the validity effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of New York Delaware and has all corporate power and authority necessary to own its properties and conduct the business in which it is engaged as described in the Registration Statement, the Prospectus or the Disclosure Package; the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and the United States failure so to qualify would have a material adverse effect on the Company; and except as may be disclosed in the Registration Statement or the Prospectus, as the case may be, all outstanding shares of America capital stock of the Company are owned by a wholly owned subsidiary of American Express free and clear of any lien, pledge and encumbrance or, to the best of such counsel’s knowledge, any claim of any third party; (ii) Such counsel has no reason to believe that (a) at the Effective Date the Registration Statement, (b) at the time the Prospectus, or any amendment or supplement thereto, was first filed pursuant to Rule 424(b), at the Time of Delivery and at the Closing Date, or (c) at the Time of Sale, Registration Statement, the Prospectus or the Disclosure Package; contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of the Prospectus and the Disclosure Package only), not misleading (except that such counsel need express no opinion as to the financial statements or schedules or other data of a financial or related statistical nature); (iii) Such counsel does not know of any litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of this Agreement or the Indenture or is required to be disclosed in the Registration Statement, the Prospectus or the Disclosure Package which is not disclosed and correctly summarized therein; (iv) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement or incorporated by reference in the Prospectus by the Act, the Exchange Act or the Trust Indenture Act or the rules and regulations thereunder, which have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the rules and regulations thereunder; (v) To the best of such counsel’s knowledge, neither the Company nor its subsidiaries is in violation of their corporate charter or by-laws; or in default under any agreement, indenture or instrument, the effect of which default would be material to the Company; (vi) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of any other transactions contemplated by this Agreement or the Indenture will conflict with, or result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or its subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument known to such counsel to which the Company or its subsidiaries is a party or by which it or its properties is bound, or result in a violation of the corporate charter or by-laws of the Company or its subsidiaries or any order, rule or regulation (applicable to the Company, or its subsidiaries or their respective properties) of any court or governmental agency having jurisdiction over the Company, or its subsidiaries or their respective properties; except as required by the Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement and the Indenture, except as has been duly obtained or made and is in full force and effect; (vii) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; the Indenture constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (viii) The Notes have been duly authorized by all necessary corporate action and, when executed by the proper officers of the Company and authenticated as specified in the Indenture and delivered against payment therefor in accordance with this Agreement, will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (ix) The Indenture and Notes conform in all material respects to the statements concerning each of them in the Prospectus and the applicable Disclosure Package; (x) The Registration Statement, and any amendment or supplement filed by the Company, became effective under the Act upon filing, the Prospectus, and any amendment or supplement thereto, and any Issuer Free Writing Prospectus was filed with the Commission pursuant to Rule 424(b) or Rule 433(d), as the case may be, in the manner and within the applicable time periods specified therein; and, to the best knowledge of such counsel, no stop order suspending its effectiveness has been issued and no proceeding for that purpose is pending or threatened by the Commission; (xi) The Registration Statement, the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations thereunder (except that no opinion need be expressed as to the financial statements or schedules or other data of a financial or related statistical nature, or to the Forms T-1); (xii) The statements made in the Prospectus under the caption “Description of Debt Securities” and “Description of Notes”, insofar as they purport to summarize the provisions of the Notes and the Guarantee Indenture, fairly present the information called for with respect thereto by Form S-3; (xiii) The statements made in the Prospectus under the caption “Taxation” insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal United States federal income tax consequences of an investment in the Notes, subject to the qualifications set forth therein; (xiv) Neither the issuance or sale of the Notes nor the execution, delivery and performance of this Agreement or the Indenture by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, Company and the Corporation and consummation of any other transaction contemplated by this Agreement or the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; Indenture will conflict with, or result in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions a breach or violation of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian lawReceivables Agreements; (4xv) An opinion This Agreement has been duly authorized, executed and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to delivered by the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such mattersCompany; and (5xvi) From If the Auditor General letter is being delivered at a Time of Delivery, such counsel has not reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those documents included in the applicable Disclosure Package and the term sheet, when taken together as a whole, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, the State of New South WalesYork, or the federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to Counsel for the Agents and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (g) shall also include any successor independent auditor, a letter, dated as supplements thereto at the applicable Time of such time, and delivered at such time, substantially in the form attached hereto as Annex A.Delivery. (ch) There shall not have occurred any of the followingoccurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any suspension of trading of any securities of the Australian Stock ExchangeCompany on any exchange or in the over-the-counter market; (ii) the engagement by the United States in hostilities which have resulted in the declaration of a general national emergency or war; (iii) any banking moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems services in the United States or AustraliaStates; (iiiiv) any outbreak or escalation the occurrence of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially any material adverse change in general economicthe existing financial, political or financial economic conditions having an effect on in the U.S. United States or Australian financial marketselsewhere; or (ivv) any downgrading in the rating of accorded the Notes or any other debt securities of the Corporation or the Guarantor Company by any “nationally recognized statistical rating organization” (”, as that term is defined by the Commission for purposes of Rule 436(g436(g)(2) under the Act); , or (v) any amendment to the laws, regulations public announcement that any such organization has under surveillance or published tax rulings review its rating of any debt securities of the United States or Australia which could reasonably be expected to have Company (other than an announcement with positive implications of a material adverse possible upgrading, and no implication of a possible downgrading, of such rating), if the effect on the holders of the Notes, which thereof in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, such Agent makes it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase Notes or the purchase of Notes by from the Underwriters for sale Company as principal pursuant to others on the terms and in applicable Terms Agreement, as the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented.case may be; (di) At The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated the Closing Date, dated the Time of Delivery, dated the Underwriters date the Company has advised the Agents that the solicitation of offers to purchase Notes which was suspended pursuant to Section 2(a) may be resumed, and dated the applicable dates referred to in Section 4(n) in such form and executed by such officers of the Company as shall have been furnished with be satisfactory to such documents and opinions Agent, as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warrantieswarranties of the Company herein at and as of the Closing Date or such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date or such applicable date, as the case may be, as to the matters set forth in subsections (c), (d) and (f) of this Section 6, and as to such other matters as such Agent may reasonably request; (j) The Company shall have furnished to the Agents on the Closing Date or the Time of Delivery, as the case may be, a letter from the relevant independent public accountants of the Company addressed to the Agents and dated such applicable date, to the effect set forth in Annex III hereto with respect to the financial information audited or reviewed by such independent public accounting firm; (k) The Agents shall have received from Counsel for the Agents, or other counsel reasonably satisfactory to both the fulfillment Agents and the Company, such opinion or opinions, dated the Closing Date or the Time of any of the conditions, herein contained; and all proceedings taken Delivery (if required by the Corporation and applicable Terms Agreement) and/or (as applicable), if requested by any Agent, at the Guarantor in connection time that the Company files with the Commission its Annual Report on Form 10-K, each with respect to the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereofNotes, the indemnity Disclosure Package, the Prospectus and contribution agreements set forth in Section 7 and 8 hereofother related matters as the Agents may reasonably require, and the provisions of Section 10, 13 and 16 hereof Company shall remain in effect.have furnished to such counsel such documents as they reasonably

Conditions of Obligations. The obligations obligation of each Underwriter hereunder Agent, as agent of the Issuer, under this Agreement at any time to solicit offers to purchase the Notes to be delivered at the Time of Delivery will be Securities is subject to the accuracy of the representations and warranties accuracy, on the part of the Corporation date hereof, on each Representation Date and the Guarantor herein contained as of on the date hereof and as of the Time each such solicitation, of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission; (2) no Underwriter shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and Issuer herein, to the Guarantor in this Agreement are true and correctaccuracy, that on each such date, of the Corporation and statements of the Guarantor have complied with all agreements and satisfied all conditions Issuer's officers made pursuant to the provisions hereof, to the performance, on their part to be performed or satisfied hereunder at or prior to each such timedate, that by the Issuer of its obligations hereunder, and to each of the following additional conditions precedent: (a) The Prospectus, as amended or supplemented as of the date hereof, as of any Representation Date or date of such solicitation, as the case may be, shall have been filed with the Commission in accordance with the Rules and Regulations and no stop order suspending the effectiveness of the Registration Statement Statements or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer or any Agent, shall be contemplated by the Commission and any request of the Commission for additional information (to be included in the Registration Statements or the Prospectus) shall have been complied with to the Agent's satisfaction. (b) Neither the Registration Statements nor the Prospectus, as amended or supplemented as of the date hereof or as of any Representation Date or date of such solicitation, as the case may be, shall contain any untrue statement of fact which, in the opinion of any Agent, is material or omit to state a fact which, in the opinion of any Agent, is material and is required to be stated therein or is necessary to make the statements therein not misleading, other than any statement contained in, or other matter omitted from, the Registration Statements or Prospectus in reliance upon, and in conformity with, information furnished in writing by the Agents to the Issuer expressly for use in the Registration Statements or Prospectus. (c) There shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuer and its subsidiaries on a consolidated basis which, in the judgment of such Agent, makes it impracticable or inadvisable to proceed with the soliciting of offers to purchase the Securities as contemplated by the Registration Statements or the Prospectus, (ii) any downgrading in the rating of the Securities or any other debt securities of the Issuer by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than any announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Issuer on any exchange or in the over-the-counter market if, in the judgment of such Agent, any such event or any condition giving rise thereto or existing concurrently therewith makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase, or sales of, Securities on the terms and in the manner contemplated by the applicable Pricing Supplement and the Prospectus, (iv) any banking moratorium declared by Federal or New York authorities, (v) the occurrence of any material disruption in the settlement or clearing services shall have occurred, or (vi) any outbreak or escalation of hostilities, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of such Agent, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with solicitations of offers to purchase, or sales of, Securities on the terms and in the manner contemplated by the applicable Pricing Supplement and the Prospectus. (d) At the Closing Date, the Agents shall have received an opinion, dated the Closing Date, of Nelson, Mullins, ▇▇▇▇▇ & Scarborough, L.L.P., counsel for the Issuer, to the effect that: (i) The Issuer and each of its Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification and wherein it owns or leases material properties or conducts material business; and all of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Issuer either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the best knowledge of such counsel, any other security interest, claim, lien or encumbrance; (ii) The Indenture has been duly authorized, executed and delivered by the Issuer, has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, arrangement or other similar laws now or hereafter in effect affecting the rights of creditors generally and general principles of equity and rules of law governing and limiting the availability of specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The documents incorporated by reference in the Prospectus (other than the financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel expresses no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. (iv) Any series of Securities established on or prior to the date of such opinion has been duly authorized and established in conformity with the Indenture, the Master Note has been duly executed by the Company and, when the terms of a particular Security and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture and this Agreement, and communicated to the Trustee as provided in the Officer's Certificate delivered pursuant to Section 2.01 and 2.04 of the Indenture, and such Security delivered against payment as contemplated by this Agreement, such Security will have been duly issued and will constitute a valid and legally binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, arrangement or other similar laws now or hereafter in effect affecting the rights of creditors generally and general principles of equity and rules of law governing and limiting the availability of specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), and the Securities, when so issued and delivered and sold, will conform, in all material respects, to the description thereof contained in the Prospectus, it being understood that such counsel may assume that at the time of the issuance, sale and delivery of each Security (a) the authorization of such series will not have been modified or rescinded and there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security, and (b) that neither of the issuance, sale and delivery of any Security, nor any of the terms of such Security, nor compliance by the Issuer with such terms, will violate any then applicable law, any agreement or instrument then binding upon the Issuer or any restriction then imposed by any court or governmental body having jurisdiction over the Issuer; (v) To the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries of a character required to be disclosed in the Registration Statements by Item 103 of Regulation S-K which is not disclosed in the Prospectus, there is no statute required to be described in the Prospectus that is not described as required, and there is no franchise, contract or other document of a character required to be described in the Registration Statements or Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the descriptions in the Registration Statements and Prospectus of statutes, legal and governmental proceedings, and other matters of law (other than (i) descriptions under the caption "Material United States Federal Income Tax Consequences" in the Prospectus and (ii) the matters covered by the opinion required by Section 5(d)(xi) herein), the Issuer's certificate of incorporation and bylaws, contracts and other documents are correct in all material respects and fairly present the information required to be shown; (vi) The Registration Statements have become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Act specified in such opinion on the date specified therein, and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statements or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated by under the Commission Act, and that, subsequent the registration statements relating to the respective dates Registered Securities and each post-effective amendment thereto, as of which information is given their effective date, the Registration Statements and the Prospectus, as of the Closing Date, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; such counsel has no reason to believe that the registration statements relating to the Registered Securities and each post-effective amendment thereto, as of their effective date, the Registration Statements or the Prospectus, or any amendment or supplement, as of their respective effective or issue dates and at the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement, Statements or the Prospectus and, if applicable, and that such counsel may rely solely on certificates of officers of the Time of Sale Prospectus Issuer with respect to the Notes, there has been no material adverse change statistical data contained in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus Registration Statements or the Prospectus; (2vii) An opinion, dated The Issuer's authorized equity capitalization is as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to set forth in the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States lawcontained therein); (3viii) An opinion and disclosure letterNo consent, dated as of such timeapproval, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, authorization or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating order of any debt securities of the Corporation court or the Guarantor by any “nationally recognized statistical rating organization” (as defined governmental agency or body is required for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes transactions contemplated by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor this Agreement in connection with the issuance and sale of the Notes Securities by the Issuer, except such as have been obtained and made under the Act and the Trust Indenture Act and as may be required under state securities laws and such other approvals (specified in such opinion) as have been obtained (it being understood that such counsel may assume with respect to each particular Security that the inclusion of any alternative or additional terms in such Security that are not currently specified in the Prospectus or the forms of Securities examined by such counsel would not require the Issuer to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Issuer to issue, sell and deliver such Security); (ix) The execution, delivery and performance of the Indenture or this Agreement, the issue and sale of the Securities, the consummation of the other transactions herein contemplated shall or the fulfillment of the terms hereof will not conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or By-laws of the Issuer or the terms of any indenture or other agreement or instrument known to such counsel and to which the Issuer or any of its subsidiaries is a party or bound, or any statute, rule, order or regulation known to such counsel to be satisfactory in form and substance applicable to the Underwriters. If Issuer or any condition of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Issuer or any of its subsidiaries; and the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement (it being understood that such counsel may assume with respect to each particular Security that the inclusion of any alternative or additional terms in such Security that are not currently specified in the Prospectus or the forms of Securities examined by such counsel will not cause the issuance, sale or delivery of such Security, the terms of such Security, or the compliance by the Issuer with such terms, to violate any of the court orders or laws specified in this Section 6 shall not have paragraph or to result in a default under or a breach of any of the agreements specified in this paragraph); (x) This Agreement has been fulfilled when duly authorized, executed and as required to be fulfilled, this Agreement may be terminated delivered by the Manager by notice to the Corporation at any time at Issuer; (xi) The Issuer and its subsidiaries have all necessary franchises or prior to the Time of Delivery and such termination shall be without liability of any party to any other partypermits for natural gas operations in all communities now served, except that the provisions of Section 5 hereof, the indemnity and contribution agreements as set forth in Section 7 the Registration Statements and 8 hereofexcept where the failure to be so authorized by franchise or permit does not, in the opinion of such counsel, materially affect the right of the Issuer or such subsidiary to the use of its properties or the conduct of its business; and the franchises of the Issuer and its subsidiaries referred to in the Registration Statements are good and valid except for and subject only to such defects as may be set forth or referred to in the Registration Statements, and such others as do not, in the opinion of such counsel, materially affect the right of the Issuer or such subsidiary to the use of its properties or the conduct of its business, and said franchises impose no materially burdensome restrictions; and (xii) The Issuer is a "holding company" within the meaning of the Holding Company Act that is exempt from all provisions of the Holding Company Act, except Section 109(a)(2) thereof, 13 and 16 hereof shall remain in effect.by order of the Commission pursuant to Section 3(a)(5)

Conditions of Obligations. The obligations of each an Underwriter hereunder to purchase the Notes to be delivered at the Time of Delivery Securities identified on a Schedule will be subject to the continued accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein Company contained as of the date hereof and as of the Time of Deliveryherein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements contained herein and to the following further additional conditions: (1a) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and no order shall have been issued by the Act Commission suspending or preventing the use of any Prospectus, and no proceedings therefor initiated for such purpose shall be pending before or threatened by the Commission; . (2b) no On or prior to the applicable Closing Date, the purchasing Underwriter shall have been advised by furnished such documents, certificates, accountants' letters and opinions as it may reasonably request for the Corporation purpose of enabling it or its counsel to determine the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (c) At each Closing Date, the purchasing Underwriter shall have received a certificate, dated such Closing Date, of the President, a Vice President, the General Manager, the Treasurer or the Controller of the Company to the effect that, to the best of such officer's knowledge, the conditions set forth in subsections (a) and (d) of this Section 5 have been satisfied, and as to the continued accuracy of the representations and warranties of the Company set forth herein. (d) No order suspending the sale of the Securities in any jurisdiction designated pursuant to subsection 3(i) hereof shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the purchasing Underwriter or the Company, shall be contemplated. (e) Subsequent to the date of the applicable Schedule and on or prior to the applicable Closing Date, there shall not have occurred (i) since the date of such Schedule or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the Time condition, financial or otherwise, or in the earnings, business affairs or business prospects of Sale Prospectus the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis which, in the reasonable judgement of such Underwriter, would have a material adverse effect on the ability of such Underwriter to market the Securities or enforce contracts for the sale of the Securities, or (iii) any suspension by the Commission or a national securities exchange of trading in any securities of the Company, or suspension of trading generally on either the American Stock Exchange or the ProspectusNew York Stock Exchange, or the fixing of minimum or maximum prices for trading, or the requirement of maximum ranges for prices for securities by either of said exchanges or by order of the Commission or any amendment other governmental authority, or supplement theretoa banking moratorium declared by either Federal or New York authorities, or a declaration of a banking moratorium by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or (iv) a lowering of the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Schedule since that date, or a public announcement by any such rating agency that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) any facts coming to such Underwriter's attention that would cause such Underwriter to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesSecurities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such timedelivery, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (bf) At the Time of Delivery applicable Closing Date, the Manager purchasing Underwriter shall have received: (1) A certificate or certificatesreceived an opinion of counsel, dated as of such timeClosing Date, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 6(f) hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder any Agent, as agent of the Company, at any time ("Solicitation Time") to solicit offers to purchase the Notes Securities and the obligation of any Agent to purchase Securities as principal, pursuant to any Terms Agreement or otherwise, shall in each case be delivered at the Time of Delivery will be subject subject, in such Agent's discretion, to the accuracy of the condition that all representations and warranties on the part and other statements of the Corporation Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and the Guarantor herein contained as of the date hereof correct at and as of the Commencement Date and at and as of such Solicitation Time or Time of Delivery, as the case may be, the condition that prior to such Solicitation Time or Time of Delivery, as the accuracy case may be, the Company shall have performed all of the statements of any duly authorized officer or official of the Corporation its obligations hereunder theretofore to be performed, and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further additional conditions: (1i) No With respect to any Securities sold at or prior to such Solicitation Time or Time of Delivery, as the case may be, the Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of any part of the Registration Statement or any part thereof shall have been issued under the Act or proceedings therefor and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (2iii) no Underwriter all requests for additional information on the part of the Commission shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent complied with to the respective dates as reasonable satisfaction of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;such Agent. (b) At the Time Commencement Date and, if specified in a Terms Agreement, at the time of Delivery delivery of the Manager Securities described in such Terms Agreement, such Agent shall have received: (1) A certificate or certificatesan opinion, dated the Commencement Date, or such date of delivery, as the case may be, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Assistant General Counsel for the Company, to the effect set forth in Annex III hereto; and (2) an opinion, dated the Commencement Date, or such timedate of delivery, signed by as the Chief Executive case may be, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Company, to the effect set forth in Annex IV hereto. (c) At the Commencement Date and, if specified in a Terms Agreement, at the time of delivery of the Corporation Securities described in respect such Terms Agreement, such Agent shall have received a certificate, dated the Commencement Date or such date of delivery, as the case may be, of the Corporation President or any Vice President and by the Secretary a principal financial or accounting officer of the Treasury of the Government of New South Wales in respect of the Guarantor, Company in which such personsofficers, to the best of their knowledge, shall state that (i) the representations and warranties of the Corporation and the Guarantor Company in this Agreement are true and correct, that (ii) the Corporation and the Guarantor have Company has complied with all agreements and satisfied all conditions on their its part to be performed or satisfied hereunder at or prior to the Commencement Date or such timedate of delivery, that as the case may be, (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission Commission, and that, (iv) subsequent to the respective dates as date of which information is given the most recent financial statements in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the NotesProspectus, there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial positionor otherwise), business, properties or results of operation, business affairs or business prospects operations of the Corporation or the financialCompany and its subsidiaries taken as a whole, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time Prospectus or as described in such certificate. In the case of Sale each such certificate delivered pursuant to a Terms Agreement, the statements contained in such certificate relating to the Registration Statement or the Prospectus shall relate to the Registration Statement or the Prospectus;, as the case may be, as amended or supplemented as of the date of the Company's acceptance of the offer to purchase such Securities and as of the time of delivery of such Securities. (2d) An opinionAt the Commencement Date and on each date the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor Agent shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure received a letter, dated the Commencement Date or such date of filing or delivery, as of such timethe case may be, of PricewaterhouseCoopers LLP, confirming that they are independent public accountants within the meaning of the Act and the applicable pub lished rules and regulations thereunder and stating to the effect set forth in Annex V hereto. (e) At the Commencement Date, the Agents shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to for the Corporation and the GuarantorAgents, or such other counsel satisfactory to the Manager receiving such opinion and letteror opinions, dated the Commencement Date, with respect to the validity under the laws of New York and the United States of America incorporation of the Notes and Company, the Guarantee validity of the Notes by the GuarantorSecurities, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they the Agents may reasonably require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and. (5f) From The Company shall have furnished to the Auditor General Agents or their counsel such further certificates and documents as the Agents or such counsel reasonably request. (i) Neither the Company nor any of its subsid iaries shall have sustained since the date of the State latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented prior to the date of New South Walesthe Pricing Supplement relating to the Securities to be delivered at the relevant Time of Delivery any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Securities to be delivered at the relevant Time of Delivery and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Securities to be delivered at the relevant Time of Delivery there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any successor independent auditorchange, or any development involving a letterprospective change, dated in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Securities to be delivered at the relevant Time of Delivery, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of such timeAgent so material and adverse as to make it impracticable or inadvisable to proceed with the solicitation by such Agent of offers to purchase Securities from the Company or the purchase by such Agent of Securities from the Company as principal, as the case may be, on the terms and in the manner contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Securities to be delivered at such time, substantially in the form attached hereto as Annex A.relevant Time of Delivery; (ch) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal Federal or New York State regulatory authorities authorities; (iii) the outbreak or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in escalation of hostilities involving the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the declaration by the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either war, if the effect of any such event specified in this clause (iii) in the judgment of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, Agent makes it impracticable or inadvisable to proceed with the consummation solicitation of offers to purchase Securities or the purchase by such Agent of Notes by Securities from the Underwriters for sale Company as principal, pursuant to others the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. ; or (div) At (x) any downgrading in the Time rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Delivery, Rule 436(g)(2) under the Underwriters Act or (y) any such organization shall have been furnished publicly announced that it has under surveillance or review, with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness possible negative implications, its rating of any of the representations and warrantiesCompany's debt securities; and (i) With respect to any Security denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Security the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies or composite currency, the outbreak or escalation of hostilities involving, the financial, political or economic conditions of, or the fulfillment declaration of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at war or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereofa national emergency by, the indemnity country or countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by any governmental authority in the country or countries issuing such currency, currencies or composite currency. The Company will furnish the Agents with such conformed copies of such opinions, certificates, letters and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effectdocuments as they reasonably request.

Conditions of Obligations. The Your several obligations of each Underwriter hereunder to solicit offers to purchase the Notes Offered Securities as Agent(s) and your obligations to be delivered at the Time of Delivery purchase Offered Securities pursuant to any Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryCompany herein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any each certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed and to the following further conditionsadditional conditions precedent: (1a) No stop At and subsequent to the date hereof and at each Closing Time no stop-order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and remain outstanding and no proceedings for that purpose shall have been instituted or, to your knowledge or the Act knowledge of the Company, threatened or proceedings therefor initiated or threatened contemplated by the Commission; . (2b) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated, as applicable, either the date hereof or such Closing Time, of Piper & Marbury L.L.P., or other counsel for the Company acceptable to the Agents (or in the case of any Closing Time other than the date hereof, the opinion of the General Counsel or Assistant General Counsel of the Company), substantially identical to the proposed form of their opinion heretofore delivered to each of you. (i) At the date hereof and at each Closing Time, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (except as set forth in or contemplated by the Registration Statement and the Prospectus), the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, nor shall there have been any material decrease in the stockholders' equity or any material increase in the long-term debt of the Company or any material adverse change in the condition, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business. (ii) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received a certificate, dated, as applicable, the date hereof or such Closing Time, signed by the officers of the Company specified in Section 4(g), certifying that, to the best of their knowledge after reasonable investigation, the statements made in the immediately preceding paragraph (i) are accurate and to the effect that (A) no Underwriter stop- order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, are threatened or contemplated by the Commission, (B) the Registration Statement and the Prospectus conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, (C) neither the Registration Statement nor the Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) statements or omissions in the Registration Statement or the Prospectus made in reliance upon information furnished in writing to the Company by any of you or on your behalf or on behalf of any of the Trustees expressly for use therein or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility under the Trust Indenture Act on Form T-1 of any Trustee, except statements or omissions in such Statement made in reliance upon information furnished in writing to such Trustee by or on behalf of the Company for use therein, and (D) the representations and warranties of the Company included in Sections 2(a) through 2(e) are, as of the Closing Time, accurate in all material respects and the Company has performed and observed all covenants and agreements herein contained on its part to be performed and observed prior to the Closing Time. (d) At the date hereof, and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have been advised received a letter, dated as of the Closing Time, signed by an independent certified public accountant of national standing, substantially identical to the proposed form of such letter heretofore delivered to each of you. (e) At the date hereof and at each Closing Time if called for by the Corporation applicable Terms Agreement, each of you (or with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated such date, of Milbank, Tweed, Hadley & McCloy, or other couns▇▇ ▇▇▇▇cted by the Agents, with respect to the Company, the Offered Securities, the Registration Statement, including the form of final prospectus included therein, this Agreement and the form and sufficiency of all proceedings taken in connection with the authorization, sale and delivery of the Offered Securities, all of which shall be satisfactory in all respects to you, and the Company shall have furnished to your counsel such documents as such counsel may reasonably request for the purpose of enabling them to render such opinion. (f) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, the Company shall have furnished to each of Sale Prospectus or the Prospectusyou (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) such further information and documents as you may have reasonably requested. (g) There shall not have occurred any change, or any amendment development involving a prospective change, involving currency exchange rates, exchange controls, taxation or supplement theretosimilar matters that in your respective judgments makes it impracticable or inadvisable to proceed with your solicitation of offers to purchase the Offered Securities denominated in the affected currency or currencies, or your purchase of such Offered Securities from the Company as principal; provided, however, that any such change or development shall not affect your respective obligations with respect to Offered Securities denominated in any currency not so affected. Your respective obligations to purchase Offered Securities pursuant to any Terms Agreement (or as contemplated by the last sentence of Section 3(b) hereof) will be subject to the following further conditions: (a) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of the applicable Terms Agreement shall not have been lowered since that date nor shall any such organization have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any debt securities of the Company and (b) there shall not have come to your attention any facts that would cause you to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesOffered Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The Underwriters' several obligations of each Underwriter hereunder to purchase the Notes Shares pursuant to be delivered at the Time of Delivery any Pricing Agreement will be subject to the accuracy of the representations and warranties on the part of OEH and Sea Containers herein on the Corporation Representation Date and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)Closing Date, to the performance by OEH and observance by the Corporation and the Guarantor Sea Containers of all their respective covenants and other obligations hereunder agreements herein contained on their part to be performed and observed, and to the following further additional conditions: (1a) No stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any part thereof shall jurisdiction has been issued and not lifted, and no proceedings for such issuance are pending or, to the knowledge of the Representatives, OEH or Sea Containers, threatened, and all requests for additional information by the Commission have been issued complied with to the Representatives' reasonable satisfaction. (b) Sea Containers and OEH will furnish to the Representatives on the Closing Date an opinion, dated as of such date, of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, United States counsel to Sea Containers and OEH, or other United States counsel to Sea Containers and OEH reasonably satisfactory to the Representatives, in form reasonably satisfactory to the Representatives and their counsel, to the effect that: (i) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in the United States to which OEH or any of its subsidiaries is a party or to which any of its or their properties is subject and which are required to be disclosed in the Registration Statement; (ii) The execution and delivery by OEH and Sea Containers of the Pricing Agreement (including these Provisions), the performance by OEH and Sea Containers of, or their compliance with, their respective obligations under the Act Pricing Agreement and the consummation of the transactions contemplated in the Pricing Agreement or proceedings therefor initiated or threatened by the Commission; (2) no Underwriter shall have been advised by the Corporation that in the Registration Statement, including the Time sale and delivery by Sea Containers of Sale Prospectus the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of OEH or Sea Containers under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, or is filed or incorporated by reference as an exhibit to the Registration Statement, and to which OEH or Sea Containers is a party or by which it is bound or to which any of its property or assets is subject, or (B) any United States federal or New York statute, rule or regulation or any decree, judgment or order, known to such counsel, of any United States federal or New York court or governmental agency or body specifically applicable to OEH or Sea Containers or to any of their respective properties, except for such breaches, violations, defaults, liens, charges or encumbrances that would not have a Material Adverse Effect; (iii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any United States federal or New York governmental agency or body or, to the best of such counsel's knowledge, any United States federal or New York court is required for the performance by OEH or Sea Containers of its obligations under the Pricing Agreement or the consummation of the transactions contemplated by the Pricing Agreement, including the sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except, in the case of the Shares and the Rights associated therewith, (a) such as have been obtained or made under the 1933 Act, and (b) such as may be required under state securities laws in connection with the purchase and distribution of the Shares and Rights by the Underwriters, and except in the case of the Preferred Shares issuable upon the exercise of the Rights associated with the Shares, (a) such as may be required under the 1933 Act or the 1934 Act, and (b) such as may be required under state securities laws in connection with the issuance of the Preferred Shares upon the exercise of such Rights; (iv) The Registration Statement has become effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for that purpose have been initiated or are pending or threatened; (v) The Registration Statement, the Prospectus and each amendment or supplement theretothereto comply as to form in all material respects with the requirements of the 1933 Act and the rules of the Commission thereunder; (vi) Each document incorporated by reference in the Registration Statement and Prospectus, at the time it such document was initially filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act and the rules of the Commission thereunder; (vii) The descriptions in the Registration Statement and the Prospectus of contracts and other documents, of United States federal and New York statutes, and of legal and governmental proceedings in the United States, are accurate summaries in all material respects and fairly present the information required to be delivered given; (viii) Such counsel does not know of any contracts or documents required to be described in the Registration Statement or Prospectus, or to be filed as exhibits to the Registration Statement or incorporated by reference in the Registration Statement or Prospectus, which are not described or filed or incorporated by reference as required, it being understood that such counsel need express no opinion as to the financial statements and related notes and schedule or schedules or other financial information and statistical data in the Registration Statement or the Prospectus; (ix) The Class A Shares (including the Shares) and Rights associated therewith are listed on the New York Stock Exchange; (x) OEH is eligible to use Form S-3 for the registration under the 1933 Act of the offer and sale of the Shares as described in the Prospectus, and the Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act; and (xi) Assuming that (A) the certificate or certificates representing the Shares to be sold by Sea Containers have been effectively indorsed in blank in accordance with NYUCC Article 8, and (B) a purchaser is without notice of any adverse claim to the Shares, then such purchaser, upon paying the purchase price for Shares and acquiring possession of the Notescertificate or certificates for such Shares, will be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the NYUCC, and will acquire such Shares (including, without limitation, all rights that Sea Containers has the power to transfer in such Shares) free of any adverse claim. (xii) OEH is not an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended. Such counsel may limit such opinion to the laws of the United States of America and the State of New York and may rely as to factual matters on certificates obtained from officers of OEH, Sea Containers and public officials. The opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ will also state that, while such counsel have not made any independent investigation of, are not passing upon and do not assume responsibility for, the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus (other than as indicated in clause (vii) above), on the basis of discussions regarding the business and affairs of OEH and Sea Containers and their familiarity with certain matters relating to such business and affairs as a result of having served as United States counsel for OEH and Sea Containers in connection with certain previous transactions, nothing has come to their attention that would lead them to believe that the Registration Statement (other than the financial statements and notes and other financial and statistical data included in the Registration Statement, as to which no view need be expressed), as of the date it was declared effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than the financial statements and notes and other financial and statistical data included in the Prospectus, as to which no view need be expressed), at the date of the Prospectus and at all times up to and including the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (bc) At Sea Containers and OEH will furnish the Time of Delivery Representatives on the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An Closing Date an opinion, dated as of such timedate, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Kempe, Australian Bermuda counsel to the Corporation Sea Containers and the GuarantorOEH, or such other Bermuda counsel to Sea Containers and OEH reasonably satisfactory to the Manager receiving such opinionRepresentatives, with respect in form reasonably satisfactory to the Corporation being duly constitutedRepresentatives and their counsel, to the effect that: (i) OEH and Sea Containers are validly existing companies, in good standing under the laws of the Islands of Bermuda, OEH and Sea Containers have full corporate power and authority to own, lease and operate their respective properties and to conduct their respective businesses, and Sea Containers has full corporate power and authority to sell and deliver the Shares as herein contemplated; (ii) The Class A Shares, the validity Rights and the Rights Agreement conform in all material respects to the descriptions thereof contained in the Prospectus under the caption "Description of Common Shares"; (iii) All of the Notes outstanding capital shares of OEH (including the Shares) have been duly authorized and validly issued, are fully paid and nonassessable, and no holder thereof is or will be subject to personal liability by reason of being such a holder; (iv) None of the outstanding capital shares of OEH were issued in violation of the preemptive rights of any shareholder of OEH; (v) The Rights Agreement has been duly authorized, executed and delivered by OEH, the Rights have been duly authorized by OEH, the Rights attached to the Shares are validly issued, and the Guarantee Preferred Shares issuable upon the exercise of the Notes Rights have been duly authorized by OEH and validly reserved for issuance upon the Guarantorexercise of the Rights and, when issued upon such exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and nonassessable; (vi) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in Bermuda to which OEH is a party or to which any of its properties is subject; (vii) The Pricing Agreement (including these Provisions) has been duly authorized, executed and delivered by OEH and Sea Containers and is a valid and binding agreement of OEH and Sea Containers; (viii) The execution and delivery by OEH and Sea Containers of the Pricing Agreement (including these Provisions), the performance by OEH and Sea Containers of, or their compliance with, their respective obligations under the Pricing Agreement, and the consummation of the transactions contemplated in the Pricing Agreement or in the Registration Statement, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of OEH and Sea Containers under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters or is filed or incorporated by reference as they may require with respect an exhibit to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectusand to which OEH or Sea Containers is a party or by which it is bound or to which any of its property or assets is subject, the Time (B) OEH's or Sea Containers' certificate of Sale Prospectus incorporation, memorandum of association or bye-laws or other constituent documents, or (if applicableC) and other related matters as they may requireany Bermuda statute, and the Corporation and the Guarantor shall have furnished rule or regulation or any decree, judgment or order, known to such counsel counsel, of any Bermuda court or governmental agency or body specifically applicable to OEH, Sea Containers, or any of their respective properties, except for such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinionbreaches, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (violations, defaults, liens, charges or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian lawencumbrances that would not have a Material Adverse Effect; (4ix) An opinion and negative assurance letterNo consent, dated as approval, authorization or order of, or registration or qualification or filing of or with, any Bermuda governmental agency or body or, to the best of such timecounsel's knowledge, any Bermuda court is required for the performance by OEH or Sea Containers of Skaddenits obligations under the Pricing Agreement or the consummation of the transactions contemplated by the Pricing Agreement, Arpsincluding the sale and delivery by Sea Containers of the Shares, Slatethe Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, ▇▇▇▇▇▇▇ & ▇▇▇▇except such as have been obtained from the Bermuda Monetary Authority; and (x) The statements in the Registration Statement and Prospectus under the caption "Risk Factors - Other Risk Factors - We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Bermuda," insofar as such statements constitute a summary of the legal matters referred to therein, U.S. fairly and accurately summarize such legal matters. (d) The Representatives will receive on the Closing Date the opinion of counsel to the Underwriters, or such other counsel dated the Closing Date, in form and substance reasonably satisfactory to the Manager receiving Representatives. (e) Between the Representation Date and the Closing Date, there will not have been any Material Adverse Change, whether or not arising in the ordinary course of business, and on the Closing Date, the Representatives will receive a certificate of the president or any vice president of OEH dated as of the Closing Date, to the effect that (i) there has been no such opinion Material Adverse Change, (ii) the other representations and letterwarranties of OEH contained in Section 3 of these Provisions are true and correct with the same force and effect as though expressly made at and as of the time of such certificate, (iii) OEH has complied with respect all agreements and satisfied all conditions on its part to be performed or satisfied under the Pricing Agreement at or prior to the date of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement or the qualification of the Shares for offer or sale in any jurisdiction has been issued, and no proceedings for that propose have been initiated or are pending or, to such matters person's knowledge, are threatened. (f) On the Closing Date, the Representatives will receive a certificate of the president or any vice president of Sea Containers, dated as of the Manager receiving Closing Date, to the effect that (i) the representations and warranties of Sea Containers contained in Section 3 of these Provisions are true and correct with the same force and effect as though expressly made expressly at and as of the time of such opinion may reasonably requestcertificate, and (ii) Sea Containers has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Corporation and Pricing Agreement at or prior to the Guarantor shall have furnished to date of such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; andcertificate. (5g) From On the Auditor General date of the State of New South WalesPricing Agreement, or any successor independent auditor, the Representatives will have received from Deloitte & Touche LLP a letter, dated as of such timedate`, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilledRepresentatives, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior effect that: (i) They are independent public accountants with respect to the Time of Delivery OEH and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.its subsid

Conditions of Obligations. The Your obligations to sell the Shares as agent of each Underwriter hereunder Sea Containers and your obligations to purchase the Notes Shares pursuant to be delivered at the Time of Delivery any Terms Agreement will be subject to the accuracy of the representations and warranties of OEH and Sea Containers herein on the part of the Corporation most recent Effective Date, any applicable Representation Date and the Guarantor herein contained as of the date hereof and as of the Time of Delivery, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor made in any certificate furnished pursuant to the provisions of Section 6(b)(1)applicable Settlement Date, to the performance and observance by the Corporation OEH and the Guarantor Sea Containers of all their respective covenants and other obligations hereunder agreements herein contained on their part to be performed and observed, and to the following further conditionsadditional conditions precedent: (1a) No The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any part thereof jurisdiction shall have been issued under the Act or and not lifted, and no proceedings therefor initiated or threatened by the Commission; (2) no Underwriter for such purposes shall have been advised instituted and continue to be pending, or, to your knowledge or the knowledge of OEH and Sea Containers, shall be threatened, and all requests for additional information by the Corporation that Commission shall have been complied with to your reasonable satisfaction. (b) At each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, you shall have received: (1) The opinion, dated as of such Settlement Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, United States counsel to OEH and Sea Containers, in form reasonably satisfactory to you and your counsel, to the effect that: (i) To such counsel's knowledge, except as described in the Prospectus, there are no legal or governmental proceedings pending or threatened in the United States to which OEH, Sea Containers or any of their respective subsidiaries is a party or to which any of their properties is subject and which are required to be disclosed in the Registration Statement or the Prospectus; (ii) The execution and delivery by OEH and Sea Containers of this Agreement and the Terms Agreement, the performance by OEH and Sea Containers of, or their compliance with, their respective obligations under this Agreement and the Terms Agreement, and the consummation of the transactions contemplated herein or in the Registration Statement, including the Time sale and delivery by Sea Containers of Sale Prospectus the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of OEH or Sea Containers under, (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the Prospectus, or is filed or incorporated by reference as an exhibit to the Registration Statement and to which OEH or Sea Containers is a party or by which it is bound or to which any of its property or assets is subject, or (B) any United States federal or New York statute, rule or regulation or any decree, judgment or order, known to such counsel, of any United States federal or New York court or governmental agency or body specifically applicable to OEH or Sea Containers or any of their respective properties, except for such breaches, violations, defaults, liens, charges or encumbrances that would not have a Material Adverse Effect; (iii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any United States federal or New York governmental agency or body or, to the best of such counsel's knowledge, any United States federal or New York court is required for the performance by OEH or Sea Containers of its obligations under this Agreement and the Terms Agreement, or the consummation of the transactions contemplated by this Agreement in connection with the valid sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except, in the case of the Shares and the Rights associated therewith, (a) such as have been or will be obtained or made under the 1933 Act, and (b) such as may be required under state securities laws in connection with the purchase and distribution of the Shares and Rights by you, and except in the case of the Preferred Shares issuable upon the exercise of the Rights associated with the Shares, (a) such as may be required under the 1933 Act or the 1934 Act, and (b) such as may be required under state securities laws in connection with the issuance of the Preferred Shares upon the exercise of such Rights; (iv) The Registration Statement has become effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for that purpose have been initiated or are pending or threatened; (I) The Registration Statement, the Prospectus and each amendment or supplement theretothereto comply as to form in all material respects with the requirements of the 1933 Act and the rules of the Commission thereunder; (II) each document incorporated by reference in the Registration Statement and Prospectus, at the time it such document was initially filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act and the rules of the Commission thereunder; and (III) the descriptions in the Registration Statement and the Prospectus of contracts and other documents, of United States federal and New York statutes, and of legal and governmental proceedings in the United States, are accurate summaries in all material respects and fairly present the information required to be delivered given; (vi) such counsel does not know of any contracts or documents required to be described in the Registration Statement or Prospectus, or required to be filed as exhibits to the Registration Statement or incorporated by reference in the Registration Statement or Prospectus, which are not described or filed or incorporated by reference as required, it being understood that such counsel expresses no opinion as to the financial statements and related notes and schedule or schedules or other financial information and statistical data in the Registration Statement or the Prospectus; (vii) The Class A Shares (including the Shares) and the Rights associated therewith are listed on the New York Stock Exchange, Inc.; (viii) OEH is eligible to use Form S-3 for the registration under the 1933 Act of the offer and sale of the Shares as described in the Prospectus, and the Registration Statement meets the requirements set forth in Rule 415(a)(1)(i) under the 1933 Act; (ix) Assuming that (A) the certificate or certificates representing the Shares to be sold by Sea Containers have been effectively indorsed in blank in accordance with NYUCC Article 8, and (B) a purchaser is without notice of any adverse claim to the Shares, then such purchaser, upon paying the purchase price for Shares and acquiring possession of the Notescertificate or certificates for such Shares, will be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the New York Uniform Commercial Code, and will acquire such Shares (including, without limitation, all rights that Sea Containers has the power to transfer in such Shares) free of any adverse claim. (x) OEH and Sea Containers, each, is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may limit such opinion to the laws of the United States of America and the State of New York and may rely as to factual matters on certificates obtained from officers of OEH, Sea Containers and public officials. The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP will also state that, while such counsel have not made any independent investigation of, are not passing upon and do not assume responsibility for, the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus (other than as indicated in clause (III) of subsection (v) above, on the basis of discussions regarding the business and affairs of OEH and Sea Containers and such counsel's familiarity with certain matters relating to such business and affairs as a result of having served as United States counsel for OEH and Sea Containers in connection with certain previous transactions, nothing has come to their attention that would lead them to believe that the Registration Statement (other than the financial statements and notes and other financial and statistical data included in the Registration Statement and Prospectus, as to which such counsel expresses no view), at the most recent Effective Date (or, if, after such Effective Date, Sea Containers files any documents pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act which are incorporated by reference into the Registration Statement, at the time of the most recent such filing), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than the financial statements and notes and other financial and statistical data included in the Registration Statement and Prospectus, as to which such counsel expresses no view), on the most recent Effective Date, or on the appropriate Settlement Date or Representation Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus;. (2) An The opinion, dated as of such timeSettlement Date, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other , Bermuda counsel to OEH and Sea Containers, in form reasonably satisfactory to you and your counsel, to the Manager receiving such opinionseffect that: (i) as to all matters governed by United States lawEach of Sea Containers, OEH, Contender 2 Ltd. and Orient-Express Holdings 1 Ltd. is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of Bermuda; (3ii) An opinion OEH has all requisite corporate power and disclosure letterauthority under its constitutional documents to own, dated lease, manage and operate its properties and to conduct its business as described in the Prospectus, and each of such timeOEH and Sea Containers has all requisite power and authority to enter into this Agreement and the Terms Agreement and deliver the Shares as herein contemplated; (iii) The Class A Shares, the Rights and the Shareholder Rights Agreement conform in all material respects with the descriptions thereof contained in the Prospectus under the caption "Description of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Common Shares." (iv) This Agreement and the Terms Agreement have been duly authorized, special U.S. counsel executed and delivered by OEH and Sea Containers and constitute valid and binding obligations of OEH and Sea Containers enforceable against OEH and Sea Containers in accordance with their terms; (v) The issued and outstanding Class A Shares of OEH (including the Shares) have been duly authorized and validly issued and are fully paid and non-assessable; (vi) None of the outstanding Class A Shares of OEH were issued in violation of any pre-emptive or other similar rights of any security holder of OEH pursuant to the Corporation constitutional documents; (vii) The Shares have been duly authorized for sale and delivery to you pursuant to the terms of this Agreement [and the GuarantorTerms Agreement], or such other counsel satisfactory and when sold and delivered by Sea Containers pursuant to the Manager receiving such opinion terms of this Agreement and letterthe Terms Agreement, against payment of the consideration set forth in the Terms Agreement, will be validly issued, fully paid and non-assessable, and no holder of the Shares is or will be subject to personal liability with respect to the validity under the laws debts or obligations of New York OEH solely by reason of being such a holder. (viii) The Rights Agreement has been duly authorized, executed and the United States of America of the Notes and the Guarantee of the Notes delivered by the GuarantorOEH, the Registration StatementRights have been duly authorized by OEH, the Prospectus, Rights attached to the Time of Sale Prospectus (if applicable) and other related matters as they may requireShares are validly issued, and the Corporation Preferred Shares issuable upon the exercise of the Rights have been duly authorized by OEH and validly reserved for issuance upon the Guarantor shall have furnished to such counsel such documents as they request for exercise of the purpose of enabling them to pass Rights and, when issued upon such matters; exercise in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on accordance with the opinions terms of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales Rights Agreement, will be validly issued, fully paid and Australian lawnon-assessable; (4ix) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to Based solely on the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General results of the State of New South WalesLitigation Search (as defined), there is not pending any action, suit, proceeding, inquiry or any successor independent auditorinvestigation in Bermuda, to which OEH or Sea Containers is a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension party or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in to which the United States property of America OEH or the Commonwealth of Australia Sea Containers is involved subject, before or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor brought by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); court or (v) any amendment to the lawsgovernmental agency or body in Bermuda, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have result in a Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement or the performance by OEH or Sea Containers of its obligations hereunder. (x) The information in the Prospectus under the captions "Risk Factors—Other Risks Factors—We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Bermuda, or that an original action can be brought in Bermuda against Sea Containers for liabilities under U.S. securities laws," and "Description of Common Shares," to the extent such information constitutes matters of Bermuda law, is accurate in all material adverse effect respects. (xi) The execution and delivery by OEH and Sea Containers of this Agreement and the Terms Agreement, the performance by OEH and Sea Containers of, or their compliance with, their respective obligations under this Agreement and the Terms Agreement, and the consummation of the transactions contemplated herein and the Terms Agreement or in the Registration Statement, including the sale and delivery by Sea Containers of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the holders date of the Notessuch opinion), which do not and will not result in the case a breach or violation of any of the events described in clauses (i) through (iv) aboveterms or provisions of, individually or constitute a default under, or result in the aggregatecreation or imposition of any lien, charge or encumbrance upon any property or assets of OEH or Sea Containers under (A) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument which is described or referred to in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each or is filed or incorporated by reference as then amended an exhibit to the Registration Statement, and to which OEH or supplementedSea Containers is a party or by which it is bound or to which any of its property or assets is subject (except for such breaches, violations, defaults, liens, charges or encumbrances, if any, that would not have a Material Adverse Effect), (B) any requirement of any law or regulation of Bermuda, and (C) the constitutional documents; (xii) No consent, approval, authorization or order of, or registration or qualification or filing of or with, any Bermuda governmental agency or body or, to the best of such counsel's knowledge, any Bermuda court is required for the performance by OEH or Sea Containers of its obligations under this Agreement and the Terms Agreement, including the sale and delivery by Sea Containers of the Shares, the Rights associated therewith and the Preferred Shares issuable upon the exercise of such Rights, except such as have been obtained from the Bermuda Monetary Authority; and (xiii) The choice of the laws of the State of New York as the proper law to govern this Agreement and the Terms Agreement is a valid choice of law under Bermuda law, and such choice of law would be recognized, upheld and applied by the courts of Bermuda as the proper law of this Agreement and the Terms Agreement in proceedings brought before them in relation to this Agreement and the Terms Agreement, provided that (1) the point is specifically pleaded; (2) such choice of law is valid and binding under the laws of the state of New York; and (3) recognition would not be contrary to public policy as that term is understood under Bermuda law. (dxiv) At the Time of DeliveryThere are no Bermuda capital, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, stamp or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the other issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at taxes or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.duties payabl

Conditions of Obligations. The Your several obligations of each Underwriter hereunder to solicit offers to purchase the Notes Offered Securities as Agent(s) and your obligations to be delivered at the Time of Delivery purchase Offered Securities pursuant to any Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryCompany herein, to the accuracy of the statements of any duly authorized officer or official of the Corporation and the Guarantor Company's officers made in any each certificate furnished pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance by the Corporation and the Guarantor Company of all their respective covenants and other obligations hereunder agreements herein contained on its part to be performed and observed and to the following further conditionsadditional conditions precedent: (1a) No stop At and subsequent to the date hereof and at each Closing Time no stop-order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under and remain outstanding and no proceedings for that purpose shall have been instituted or, to your knowledge or the Act knowledge of the Company, threatened or proceedings therefor initiated or threatened contemplated by the Commission; . (2b) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated, as applicable, either the date hereof or such Closing Time, of Piper & Marbury L.L.P., or other counsel for the Company acceptable to the Agents (or in the case of any Closing Time other than the date hereof, the opinion of the General Counsel or Assistant General Counsel of the Company), substantially identical to the proposed form of their opinion heretofore delivered to each of you. (i) At the date hereof and at each Closing Time, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (except as set forth in or contemplated by the Registration Statement and the Prospectus), the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, nor shall there have been any material decrease in the stockholders' equity or any material increase in the long-term debt of the Company or any material adverse change in the condition, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business. (ii) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received a certificate, dated, as applicable, the date hereof or such Closing Time, signed by the officers of the Company specified in Section 4(g), certifying that, to the best of their knowledge after reasonable investigation, the statements made in the immediately preceding paragraph (i) are accurate and to the effect that (A) no Underwriter stop- order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, are threatened or contemplated by the Commission, (B) the Registration Statement and the Prospectus conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, (C) neither the Registration Statement nor the Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) statements or omissions in the Registration Statement or the Prospectus made in reliance upon information furnished in writing to the Company by any of you or on your behalf or on behalf of any of the Trustees expressly for use therein or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility under the Trust Indenture Act on Form T-1 of any Trustee, except statements or omissions in such Statement made in reliance upon information furnished in writing to such Trustee by or on behalf of the Company for use therein, and (D) the representations and warranties of the Company included in Sections 2(a) through 2(e) are, as of the Closing Time, accurate in all material respects and the Company has performed and observed all covenants and agreements herein contained on its part to be performed and observed prior to the Closing Time. (d) At the date hereof, and at each Closing Time if called for by the applicable Terms Agreement, each of you (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have been advised received a letter, dated as of the Closing Time, signed by KPMG Peat Marwick or other independent certified public accountant of national standing, substantially identical to the proposed form of such letter heretofore delivered to each of you. (e) At the date hereof and at each Closing Time if called for by the Corporation applicable Terms Agreement, each of you (or with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) shall have received an opinion, dated such date, of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, or other counsel selected by the Agents, with respect to the Company, the Offered Securities, the Registration Statement, including the form of final prospectus included therein, this Agreement and the form and sufficiency of all proceedings taken in connection with the authorization, sale and delivery of the Offered Securities, all of which shall be satisfactory in all respects to you, and the Company shall have furnished to your counsel such documents as such counsel may reasonably request for the purpose of enabling them to render such opinion. (f) At the date hereof and at each Closing Time if called for by the applicable Terms Agreement, the Company shall have furnished to each of Sale Prospectus or the Prospectusyou (or, with respect to a Closing Time called for by any Terms Agreement, each of you that is a party to such Terms Agreement) such further information and documents as you may have reasonably requested. (g) There shall not have occurred any change, or any amendment development involving a prospective change, involving currency exchange rates, exchange controls, taxation or supplement theretosimilar matters that in your respective judgments makes it impracticable or inadvisable to proceed with your solicitation of offers to purchase the Offered Securities denominated in the affected currency or currencies, or your purchase of such Offered Securities from the Company as principal; provided, however, that any such change or development shall not affect your respective obligations with respect to Offered Securities denominated in any currency not so affected. Your respective obligations to purchase Offered Securities pursuant to any Terms Agreement (or as contemplated by the last sentence of Section 3(b) hereof) will be subject to the following further conditions: (a) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of the applicable Terms Agreement shall not have been lowered since that date nor shall any such organization have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any debt securities of the Company and (b) there shall not have come to your attention any facts that would cause you to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesOffered Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading; and (3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by United States law; (3) An opinion and disclosure letter, dated as of such time, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to the validity under the laws of New York and the United States of America of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinions) as to all matters governed by New South Wales and Australian law; (4) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.

Conditions of Obligations. The obligations obligation of each Underwriter hereunder Agent, as agent of -------------------------- the Issuer, under this Agreement at any time to solicit offers to purchase the Notes to be delivered at the Time of Delivery will be is subject to the accuracy accuracy, on the date hereof, on the Closing Date, on the date of each such solicitation, on the date of any Terms Agreement and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each Representation Date (as defined in Section 6(b)), in all material respects of the representations and warranties on the part of the Corporation and the Guarantor herein contained as of the date hereof and as of the Time of DeliveryIssuer herein, to the accuracy accuracy, on each such date, in all material respects of the statements of any duly authorized officer or official of the Corporation and the Guarantor made Issuer's officers in any certificate furnished certificates made pursuant to the provisions of Section 6(b)(1)hereof, to the performance and observance performance, on or prior to each such date, by the Corporation and the Guarantor Issuer in all material respects of all their respective covenants and other its obligations hereunder hereunder, and to each of the following further conditionsadditional conditions precedent: (1a) No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued under and no proceedings for that purpose shall have been instituted or, to the Act knowledge of the Issuer or proceedings therefor initiated or any Agent, shall be threatened by the Commission; . (2b) no Underwriter The Prospectus, including any pricing supplement, shall have been advised filed with the Commission pursuant to Rule 424(b) under the Act, within the applicable period prescribed for such filing by the Rules and Regulations of the Act. (c) There shall not have occurred between each trade and settlement date (i) any suspension or limitation of trading in securities generally on the New York Stock Exchange or trading of the Issuer's common stock on the New York Stock Exchange or any setting of limited or minimum prices on such Exchange, (ii) any declaration of a banking moratorium by either federal or New York State authorities, (iii) any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agents, impracticable to market the Notes, (iv) any downgrading in the rating accorded the Issuer's debt securities by ▇▇▇▇▇'▇ Investor's Service ("▇▇▇▇▇'▇") or Standard & Poor's Corporation ("S&P"), or (v) any public announcement by ▇▇▇▇▇'▇ or S&P that it has placed any of the Notes on a credit watch with negative implications, except in items (iv) and (v), as previously disclosed to the Agents prior to the applicable trade date. (d) At the Closing Date, the Agents (and in the case of a purchase of Notes by an Agent or Agents as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, such Agent or Agents) shall have received: (i) the opinion of the General Counsel, an Assistant General Counsel or a Senior Managing Counsel of the Issuer (any of the foregoing, "Issuer Counsel"), or an outside counsel for the Issuer, dated the Closing Date, substantially to the effect that: (A) the Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus as amended or supplemented, except where the failure to do so would not have a material adverse effect on the Issuer and its subsidiaries, taken as a whole; (B) the Notes conform in all material respects to the description thereof contained in the Prospectus; (C) the Senior Indenture has been duly authorized, executed and delivered by the Issuer, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against the Issuer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect, and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and subject to limitations on rights to indemnification and contribution under applicable law or equitable principles); and the Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Senior Indenture and delivered to and paid for by the purchasers pursuant to this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Senior Indenture (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect, and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and subject to limitations on rights to indemnification and contribution under applicable law or equitable principles); (D) the Registration Statement and any amendments thereto have become effective under the Act; any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act; (E) this Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Issuer; (F) no authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States federal or California or Delaware governmental authority or agency is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act, the Exchange Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Notes and such other approvals (specified in such opinion) as have been obtained; and (G) none of the issue and sale of the Notes, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of the Issuer or, to such counsel's knowledge, the terms of any Material Agreements, or any material decree or regulation known to such counsel to be applicable to the Issuer of any U.S. federal or California or Delaware court, governmental authority or agency having jurisdiction over the Issuer. Such opinion shall also include a statement that such counsel has participated in conferences with officers and other representatives of the Issuer, counsel for the Issuer, the independent accountants of the Issuer, the Agents and counsel for the Agents, at which the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the Registration Statement, the Time of Sale Prospectus or the Prospectusstatements contained therein and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel's attention that has caused it to believe that (i) the Registration Statement and the Prospectus (except the financial statements and the notes thereto and financial statement schedules and other information of an accounting, statistical or any amendment or supplement theretofinancial nature included therein, and the Statement of Eligibility (Form T-1) included as an exhibit to the Registration Statement, as to which such counsel need express no view) were not appropriately responsive in all material respects with requirements of the Act, the rules thereunder and the Trust Indenture Act and (ii) the Registration Statement at the time it was required to be delivered to a purchaser of the Notes, effective date thereof contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date and on the Closing Date includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such timeunder which they were made, not misleading; misleading (in each case except for the financial statements and the notes thereto and the financial statement schedules and other information of an accounting, statistical or financial nature included therein, and the Statement of Eligibility (3Form T-1) subsequent included as an exhibit to the respective dates as of which information is given in the Registration Statement, as to which such counsel need express no view). (ii) In the Time event that any of Sale Prospectus and the Prospectus, there shall not have been any material adverse change statements described in the financial position, results of operation, business affairs or business prospects of foregoing subsection 5(d)(i) are omitted from the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (b) At the Time of Delivery the Manager shall have received: (1) A certificate or certificates, dated as of such time, signed by the Chief Executive of the Corporation in respect of the Corporation and by the Secretary of the Treasury of the Government of New South Wales in respect of the Guarantor, in which such persons, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior opinion delivered pursuant to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statementsubsection, the Prospectus and, if applicable, the Time opinion of Sale Prospectus with respect to the Notes, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus; (2) An opinion, dated as of such time, of Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Australian counsel to the Corporation and the Guarantor, or such other counsel satisfactory to the Manager receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require with respect to matters governed by New South Wales and Australian law, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters; in rendering such opinions, such counsel may rely on the opinion of ▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other , Professional Corporation, counsel satisfactory for the Issuer, dated the Closing Date, to the Manager receiving effect of the statements so omitted. In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuer or public officials. Furthermore, such counsel shall provide any opinions as to enforceability based upon laws then in effect in the State of New York. (e) At the Closing Date, the Agents (and in the case of a purchase of Notes by an Agent as a principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time for Delivery, such Agent) shall have received a certificate, dated the Closing Date, signed by an officer of the Issuer reasonably acceptable to the applicable Agents to the effect that (i) the representations and warranties of the Issuer in this Agreement are true and correct in all matters governed material respects, (ii) the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date in all material respects, (iii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or, to the Issuer's knowledge, threatened by United States lawthe Commission, and (iv) since the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operations of the Issuer and its subsidiaries, taken as a whole, except as set forth in or contemplated by the Prospectus or as described in such certificate. (f) At the Closing Date, the Agents (and in the case of a purchase of Notes by an Agent or Agents as a principal pursuant to a Terms Agreement or otherwise, if and to the extent called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, such Agent or Agents) shall have received a letter, dated such date, of Ernst & Young LLP ("E&Y") confirming that they are independent auditors within the meaning of the Act and the Exchange Act and the respective applicable published Rules and Regulations thereunder adopted by the SEC, stating substantially in effect that: (i) in their opinion the audited financial statements and financial statement schedules thereto included or incorporated in the Registration Statement and the Prospectus and reported on by each of them, respectively, comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations adopted by the SEC; (3ii) An opinion on the basis of: performing the procedures specified by the American Institute of Certified Public Accountants for a review of the interim financial information as described in SAS 71, Interim Financial Information, on the unaudited consolidated condensed interim financial statements from the date of the latest audited balance sheet included or incorporated by reference in the Registration Statement to the date of the latest interim balance sheet included or incorporated by reference pursuant to a filing on Form 10-Q in the Registration Statement; inquiring of certain officials of the Issuer who have responsibility for financial and disclosure accounting matters as to whether those unaudited consolidated condensed interim financial statements comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the SEC; carrying out certain specified procedures on the latest interim financial data made available by the Issuer and its consolidated subsidiaries (but not an audit in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter including; and a reading of the minutes of the meetings of the stockholders and directors of the Issuer of the period subsequent to the date of the most recent financial statements incorporated in the Registration Statement and the Prospectus pursuant to a filing on Form 10-Q: nothing came to their attention which caused them to believe that (1) any such unaudited interim consolidated condensed financial statements included or incorporated in the Registration Statement and the Prospectus pursuant to a filing on Form 10-Q do not comply as to form in all material respects with applicable accounting requirements of the Exchange Act and with the related published rules and regulations adopted by the SEC; and (2) said unaudited financial statements are not stated on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus; (iii) with respect to the date of the most recent month-end prior to the date of the letter, dated as of such timefor which the Issuer and its consolidated subsidiaries have prepared unaudited consolidated financial statements, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel whether there has been any change in capital stock (except those changes related to the Corporation employee stock option and employee stock purchase plan exercises and the GuarantorIssuer's common stock repurchase programs), increase in long-term debt or such other counsel satisfactory to decrease in consolidated net current assets of the Manager receiving such opinion Issuer and letterits consolidated subsidiaries (in each case, except as disclosed in or contemplated by the Prospectus as amended and supplemented at the applicable Closing Date or Time of Delivery), as compared with the amounts shown on the most recent unaudited consolidated condensed balance sheet incorporated by reference in the Registration Statement and Prospectus; and, with respect to the validity under period that began subsequent to the laws of New York and the United States of America date of the Notes and the Guarantee of the Notes most recent unaudited consolidated condensed interim financial statements included or incorporated by the Guarantor, reference in the Registration Statement, Statement and the Prospectus, for which there has been a review of interim financial information as described in SAS 71, and ended on the most recent month-end prior to the date of the letter, for which the Issuer and its consolidated subsidiaries have prepared unaudited consolidated financial statements for such month or months, whether there has been any decrease in consolidated net income or net revenues (except as disclosed in or contemplated by the Prospectus as amended and supplemented at the applicable Closing Date or Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; in giving their opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely on the opinions of the Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or other counsel satisfactory to the Manager receiving such opinionsDelivery) as compared with the corresponding period in the preceding fiscal year (provided, however, that the foregoing statements in this subsection (iii) shall not be required to all matters governed by New South Wales and Australian law; (4be delivered pursuant to Section 6(d) An opinion and negative assurance letter, dated as of such time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, U.S. counsel to the Underwriters, or such other counsel satisfactory to the Manager receiving such opinion and letter, with respect to such matters as the Manager receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such mattersany Representation Date); and (5) From the Auditor General of the State of New South Wales, or any successor independent auditor, a letter, dated as of such time, and delivered at such time, substantially in the form attached hereto as Annex A. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; (iv) any downgrading they have performed certain other procedures as a result of which they determined that the information described in the rating of any debt securities of the Corporation or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act); or (v) any amendment a schedule to be delivered to the laws, regulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of the Manager, makes it impracticable or inadvisable to proceed with the consummation of the purchase of Notes by the Underwriters for sale to others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Time of Delivery, the Underwriters shall have been furnished with such documents and opinions as they may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Corporation and the Guarantor applicable Agents in connection with the issuance and sale such letter, of the Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Manager by notice to the Corporation at any time at or prior to the Time of Delivery and such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of Section 10, 13 and 16 hereof shall remain in effect.