Common use of Consent to Service; Jurisdiction Clause in Contracts

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the each Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Supplemental Indenture, and the Company and Securities or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the SecuritiesGuarantee, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company Each of the Company, each Guarantor and the Guarantor Trustee further submit submits to the jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding initiated against each of them arising out of or relating to this Indenture or Supplemental Indenture, and each of the Securities. The Company and the Guarantor Guarantors further submits to the jurisdiction of the courts of its own corporate domicile in any legal suit, action or proceeding initiated against each of them arising out of or relating to the Securities or the Guarantee. Each of the parties hereto also irrevocably waives any right it may have to the jurisdiction of any court other than the courts mentioned above pursuant to applicable law. Each of the Company and the Guarantors hereby designate designates and appoint Rio Doce Americaappoints CEMEX NY Corporation, Inc. (“RDA”) located at 000 Xxxxx XxxxxxXxxxxxx Xxx., 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Attention: General Counsel, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture Supplemental Indenture, the Securities or the Securities Guarantee which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, a Guarantor by the Person serving the same, shall be deemed in every respect effective service of process upon the Company (if such notice is given to the Company) or the upon such Guarantor (if such notice is given to a Guarantor) in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CEMEX NY Corporation specified above and any domicile RDA CEMEX NY Corporation may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CEMEX NY Corporation (or any successor agent for this purpose) shall cease to have a domicile in New York or to act as agent for service of process as provided above, each of the Company and the Guarantor Guarantors will promptly appoint a successor agent domiciled in New York for this purpose reasonably acceptable to Trustee and shall grant thereto notarial powers-of-attorney for lawsuits and collections. Each of the Trustee. The Company and the Guarantor agree Guarantors agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect. Notwithstanding the foregoing, if CEMEX NY Corporation ceases to be a New York Corporation the parties shall immediately appoint CT Corporation System, Inc. as a replacement thereof.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this IndentureSupplement, and the Company and Original Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Guarantee may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate designates and appoint Rio Doce Americaappoints CT Corporation System, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Supplement, the Original Indenture or the Securities Guarantee which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will shall promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and each of the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New YorkYork and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction Each of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate designates and appoint Rio Doce Americaappoints CT Corporation System, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice, or notice in any other manner permitted by applicable law, of said service to the Company or and the Guarantor, as the case may beapplicable, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or and the Guarantor Guarantor, as applicable, in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will shall promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Each of the Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 0xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the each Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Note Indenture, and the Company and Securities or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the SecuritiesGuarantee, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company Each of the Company, each Guarantor and the Guarantor Trustee further submit submits to the jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding initiated against each of them arising out of or relating to this Indenture or Note Indenture, and each of the Securities. The Company and the Guarantor Guarantors further submits to the jurisdiction of the courts of its own corporate domicile in any legal suit, action or proceeding initiated against each of them arising out of or relating to the Securities or the Guarantee. Each of the Company and the Guarantors hereby designate designates and appoint Rio Doce Americaappoints CEMEX NY Corporation, Inc. (“RDA”) located at 000 Xxxxx XxxxxxXxxxxxx Xxx., 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Attention: General Counsel, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture Note Indenture, the Securities or the Securities Guarantee which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, a Guarantor by the Person serving the same, shall be deemed in every respect effective service of process upon the Company (if such notice is given to the Company) or the upon such Guarantor (if such notice is given to a Guarantor) in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CEMEX NY Corporation specified above and any domicile RDA CEMEX NY Corporation may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CEMEX NY Corporation (or any successor agent for this purpose) shall cease to have a domicile in New York or to act as agent for service of process as provided above, each of the Company and the Guarantor Guarantors will promptly appoint a successor agent domiciled in New York for this purpose reasonably acceptable to Trustee and shall grant thereto notarial powers-of-attorney for lawsuits and collections. Each of the Trustee. The Company and the Guarantor agree Guarantors agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect. Notwithstanding the foregoing, if CEMEX NY Corporation ceases to be a New York Corporation the parties shall immediately appoint CT Corporation System, Inc. as a replacement thereof.

Consent to Service; Jurisdiction. The CompanyCorporation hereby appoints CT Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent (the Guarantor and “Authorized Agent”) upon which process may be served in any action based on the Trustee agree that any legal suit, action Securities or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City of New York by the holder of any Security and the Corporation expressly accepts the jurisdiction of any such court in respect of such action. Such appointment, which has been accepted, shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities and the Guarantee thereof have been paid by the Corporation to the Fiscal Agent or a Paying Agent pursuant to the terms hereof and of the Securities and paid or returned to the Corporation as provided in Section 8(b) hereof. Notwithstanding the foregoing, the Corporation reserves the right to appoint another person located or with an office in the Borough of Manhattan, The City of New York, selected in respect of actions brought against each such party its discretion, as a defendantsuccessor Authorized Agent, and each waives any objection which it may now or hereafter have to upon acceptance of such appointment by such a successor the laying appointment of the venue of prior Authorized Agent shall terminate. If a successor Authorized Agent is appointed, or if for any such legal suit, action or proceeding, waives any immunity, reason that person ceases to be able to act as the extent permitted by law, from jurisdiction Authorized Agent or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court have an address in the Borough of Manhattan, The City of New York, New Yorkthe Corporation will appoint a successor Authorized Agent in accordance with the preceding sentence. The Corporation will promptly notify the Fiscal Agent in writing of any such appointment of a successor Authorized Agent. The Corporation will take any and all action, including the filing of any and agree all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such agentaddress may be changed within the Borough of Manhattan, and The City of New York by notice given by the Authorized Agent to each party hereto, together with written notice of said such service mailed or delivered to the Company or the GuarantorCorporation at Xxxxx 00, as the case may beXxxxxxxx Xxxxxxx Tower, by the Person serving the same0 Xxxxxx Xxxxx, Sydney, New South Wales 2000, Australia, attention: Chief Executive, shall be deemed deemed, in every respect respect, effective service of process upon on the Company or Corporation. Notwithstanding the Guarantor foregoing, any action based on the Securities may be instituted by a holder of a Security in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (New South Wales or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service of process as provided abovehear appeals therefrom. To the fullest extent permitted by law, the Company and Corporation hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the Guarantor will promptly appoint a successor agent for nature thereof) to which it might otherwise be entitled in any action based on the Securities on this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as Agreement which may be necessary instituted by the holder of any Security in any State or Federal court in the Borough of Manhattan, The City of New York or in any competent court in the State of New South Wales or in the Commonwealth of Australia competent to maintain such designation and appointment of such agent in full force and effecthear appeals therefrom.

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints its Ambassador to the United States, 0000 Xxxxxxxxxx Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or coupons or this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City of New York, York by the holder of any Security or coupon and expressly accepts the jurisdiction of any such court in respect of actions brought against each such party as a defendant, and each action. The Issuer hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or immunity to service of process in respect of any such suit, action or proceeding, waives any right to which it may might otherwise be entitled on account of place of residence or domicile and irrevocably submits any objection to the jurisdiction of any such court venue in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or based on the Securities or coupons or this Agreement which may be instituted by the Fiscal Agent or holder of any Security or coupon in any federal State or state Federal court in The City of New York or (except as to venue) in any competent court in the Borough Republic of ManhattanItaly. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or in respect of all the Securities have been provided to the Fiscal Agent pursuant to the terms hereof and either paid or returned to the Issuer as provided in Section 8(b) hereof, except that, if for any reason, its Ambassador to the United States ceases to be able to act as Authorized Agent or no longer has an address in the United States, the Issuer will appoint another person in Washington, D.C. or The City of New York, New Yorkselected in its discretion, as such Authorized Agent. Prior to the date of issuance of any Securities hereunder, the Issuer shall obtain the acceptance of its Ambassador to the United States to his appointment as such Authorized Agent, a copy of which acceptance it shall provide to the Fiscal Agent. The Issuer shall take any and agree all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agent, and written notice of said service to the Company or Authorized Agent at the Guarantoraddress indicated above, as the case such address may bebe changed within Washington, D.C. by notice given by the Person serving the sameAuthorized Agent to each party hereto, shall be deemed deemed, in every respect respect, effective service of process upon the Company Issuer. Notwithstanding the foregoing, any action arising out of or based on the Securities may be instituted by the holder of any Security or coupon in any competent court in the Republic of Italy. The Issuer hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities or coupons or this Agreement which may be instituted by the Fiscal Agent or the Guarantor holder of any Security or coupon in any State or Federal court in The City of New York or in any competent court in Republic of Italy. Neither such suit, action or proceeding and further designate appointment nor such waiver of immunity shall be interpreted to include actions brought under the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effectUnited States Federal securities laws.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce AmericaNational Corporate Research, Inc. (“RDA”) Ltd., located at 000 Xxxxx 00 Xxxx 00xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Securities, which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of processproceeding. If for any reason RDA National Corporate Research, Ltd. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit submits to the jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company hereby designates and the Guarantor hereby designate and appoint Rio Doce Americaappoints National Registered Agents, Inc. (“RDA”) Inc., located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Securities, which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of processproceeding. If for any reason RDA National Registered Agents, Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New YorkYork and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the each Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Note Indenture, and the Company and Securities or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the SecuritiesGuarantee, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company Each of the Company, each Guarantor and the Guarantor Trustee further submit submits to the jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding initiated against each of them arising out of or relating to this Indenture or Note Indenture, and each of the Securities. The Company and the Guarantor Guarantors further submits to the jurisdiction of the courts of its own corporate domicile in any legal suit, action or proceeding initiated against each of them arising out of or relating to the Securities or the Guarantee. Each of the parties hereto also irrevocably waives any right it may have to the jurisdiction of any court other than the courts mentioned above pursuant to applicable law. Each of the Company and the Guarantors hereby designate designates and appoint Rio Doce Americaappoints CEMEX NY Corporation, Inc. (“RDA”) located at 000 Xxxxx XxxxxxXxxxxxx Xxx., 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Attention: General Counsel, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture Note Indenture, the Securities or the Securities Guarantee which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, a Guarantor by the Person serving the same, shall be deemed in every respect effective service of process upon the Company (if such notice is given to the Company) or the upon such Guarantor (if such notice is given to a Guarantor) in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CEMEX NY Corporation specified above and any domicile RDA CEMEX NY Corporation may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CEMEX NY Corporation (or any successor agent for this purpose) shall cease to have a domicile in New York or to act as agent for service of process as provided above, each of the Company and the Guarantor Guarantors will promptly appoint a successor agent domiciled in New York for this purpose reasonably acceptable to Trustee and shall grant thereto notarial powers-of-attorney for lawsuits and collections. Each of the Trustee. The Company and the Guarantor agree Guarantors agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect. Notwithstanding the foregoing, if CEMEX NY Corporation ceases to be a New York Corporation the parties shall immediately appoint CT Corporation System, Inc. as a replacement thereof.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture Agreement or the Securities guarantee of the Bonds by the Guarantor which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Bonds remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Each of the Corporation and agree the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: Name: Stephen Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: The Hon. Xxxxxx Xxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: UBS LIMITED on behalf of: Deutsche Bank Securities Inc., ABN AMRO Bank N.V., ABN AMRO Incorporated, Australia and New Zealand Banking Group Limited, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commonwealth Bank of Australia, Deutsche Bank AG, London Branch, Macquarie Bank Limited London Branch, Macquarie Securities (USA) Inc., Royal Bank of Canada Europe Limited, The Toronto-Dominion Bank, and Westpac Banking Corporation. By: By: Name: Name: Title: Title: UBS LIMITED By: By: Name: Name: Title: Title: UBS LIMITED on behalf of: National Australia Bank Limited (ABN 12 004 044 937) By: By: Name: Name: Title: Title: EXHIBIT A [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of •, 2007, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and Restated Distribution Agreement”), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Bonds, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to an aggregate principal amount of the Bonds] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as may matters governing authorizations and executions by the Corporation and the Guarantor shall be necessary governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to maintain such designation the same obligations [for the purposes of the offer and appointment sale of such agent Bonds] that you would have had if you had been a Dealer named in full the Amended and Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Title: CONFIRMED AND ACCEPTED, this day of , [NAME OF DEALER] By: Name: Title: EXHIBIT B SELLING RESTRICTIONS Each Dealer will (to the best of its knowledge and belief) comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Bonds or possesses or distributes the Prospectus and effect.will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales and neither the Corporation nor any other Dealer shall have responsibility therefor. Each of the Dealers, severally and not jointly, represents and warrants to, and agrees with, the Corporation that, in connection with its solicitation of offers to purchase Bonds or its initial distribution of any Bonds purchased by it as principal:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this First Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this First Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.. Section 302. Governing Law; Waiver of Jury Trial

Consent to Service; Jurisdiction. The Company, (a) Each of the Corporation and the Guarantor and hereby appoints CT Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the Trustee agree that “Authorized Agent”) upon which process may be served in any legal suitaction by any Underwriter, action or proceeding by any person controlling any Underwriter, arising out of or relating to based upon this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to expressly accepts the jurisdiction of any such court in respect of any such suitaction. Such appointment shall be irrevocable as long as any of the Notes remain outstanding except that if, action or proceeding. The Company for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and will appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court another person in the Borough of Manhattan, The City of New York, selected in its discretion, as such Authorized Agent. Notwithstanding the foregoing, each of the Corporation and the Guarantor reserve the right to appoint another person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion without the consent of the Authorized Agent, as a successor Authorized Agent, and agree upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. Each of the Corporation and the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Underwriter, or by any person controlling any Underwriter, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (New South Wales or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor will promptly appoint a successor agent for hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as Agreement which may be necessary instituted as provided in this Section 15 in any State or Federal court in the Borough of Manhattan, The City of New York or in any competent court in the State of New South Wales or any court in the Commonwealth of Australia competent to maintain such designation and appointment of such agent in full force and effecthear appeals therefrom.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) CT Corporation System located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their domicile to receive service of process. If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any United States federal or New York state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any United States federal or New York state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will shall promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Ninth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Ninth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect. Section 302. Governing Law; Waiver of Jury Trial.

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints Mr. Thandabantu Nhlapo, Chargé d’Affaires, Embassy of the Guarantor Republic of South Africa, 0000 Xxxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and his successors as its authorized agent (the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or coupons or this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City of New York, York by the holder of any Security or coupon and the Issuer irrevocably submits to the jurisdiction of any such court in respect of actions brought against each such party as a defendant, and each action. The Issuer hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or immunity to service of process and any objection to venue in respect of any such suitaction to which it might otherwise be entitled in any action arising out of or based on the Securities or coupons or this Agreement which may be instituted by the holder of any Security or coupon in any such court or in any competent court in the Republic of South Africa, action or proceeding, and the Issuer waives any right to which it may be entitled on account of place of residence or domicile domicile. Such appointment shall be irrevocable until all amounts in respect of the principal of (and irrevocably submits premium, if any) and any interest due and to become due on or in respect of all the Securities have been provided to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit Fiscal Agent pursuant to the jurisdiction of terms hereof and either paid or and returned to the courts of their own corporate domiciles Issuer as provided in Section 8(b) hereof, except that, if for any legal suitreason, action Mr. Nhlapo ceases to be able to act as Authorized Agent or proceeding arising out of or relating ceases to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court have an address in the Borough of ManhattanUnited States, the Issuer will appoint another person in Washington, D.C. or The City of New York, New Yorkselected in its discretion, as its Authorized Agent. Prior to the date of issuance of any Securities hereunder, the Issuer shall obtain the acceptance of Mr. Nhlapo to his appointment as such Authorized Agent, a copy of which acceptance it shall provide to the Fiscal Agent. The Issuer shall take any and agree all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agent, and written notice of said service to the Company or Authorized Agent at the Guarantoraddress indicated above, as the case such address may bebe changed within Washington, D.C. or The City of New York by notice given by the Person serving the sameAuthorized Agent to each party hereto, shall be deemed deemed, in every respect respect, effective service of process upon the Company Issuer. Notwithstanding the foregoing, any action arising out of or based on the Guarantor Securities may be instituted by the holder of any Security or coupon in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service Republic of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the TrusteeSouth Africa. The Company and Issuer hereby waives irrevocably waives any immunity from jurisdiction (including sovereign immunity, but not any immunity from execution or attachment or process in the Guarantor agree nature thereof) to take which it might otherwise be entitled in any and all actions as action arising out of or based on the Securities or coupons or this Agreement which may be necessary instituted by the holder of any Security or coupon in any State or Federal court in The City of New York or in any competent court in Republic of South Africa. Neither such appointment nor such waiver of immunity shall be interpreted to maintain such designation and appointment of such agent in full force and effectinclude actions brought under the United States Federal securities laws.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Tenth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Tenth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding proceeding, and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Twelfth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Twelfth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will shall promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints In Xxx Xxx, General Manager of The Korea Development Bank’s New York Branch and Xxx Xxxx Sung, Senior Deputy General Manager of The Korea Development Bank’s New York Branch, acting through their offices at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and each of their successors from time to time, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or this Indenture, and Agreement by the Company and the Guarantor agree that holder of any legal suit, action or proceeding arising out of or relating to the Securities, Security which may be instituted in any state or federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to expressly accepts the jurisdiction of any such court in respect of such action and waives the defense of an inconvenient forum to the maintenance of any such suitaction brought in any such court. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, action if any) and any interest due and to become due on or proceeding. The Company and in respect of all the Guarantor further submit Securities have been provided to the jurisdiction of Fiscal Agent pursuant to the courts of terms hereof, except that, if for any reason, In Xxx Xxx or Xxx Xxxx Sung, or their own corporate domiciles in any legal suitsuccessors from time to time, action ceases to be able to act as Authorized Agent or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court have an address in the Borough of Manhattan, The City of New York, the Issuer will appoint another person in the Borough of Manhattan, The City of New York, selected in its discretion, as such Authorized Agent. Prior to the date of issuance of any Securities hereunder, the Issuer shall obtain the consent of each of the General Manager and agree the Senior Deputy Manager of The Korea Development Bank’s New York Branch to his appointment as such Authorized Agent, a copy of which acceptance it shall provide to the Fiscal Agent. The Issuer shall take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agent, and written notice of said service to the Company or Authorized Agent at the Guarantoraddress indicated above, as such address may be changed within the case may beBorough of Manhattan, The City of New York by notice given by the Person serving the sameAuthorized Agent to each party hereto, shall be deemed deemed, in every respect respect, effective service of process upon the Company Issuer. This appointment and acceptance of jurisdiction is intended to be effective upon execution of this agreement without any further act by the Issuer before any such court and introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence of such waiver. Notwithstanding the foregoing, any action arising out of or based on the Guarantor Securities may be instituted by the holder of any Security in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service Republic of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the TrusteeKorea. The Company Issuer hereby irrevocably waives and agrees not to plead any immunity from the Guarantor agree jurisdiction of any such court to take which it might otherwise be entitled in any and all actions as may be necessary to maintain such designation and appointment action arising out of such agent in full force and effector based on the Securities or this Agreement by the holder of any Security.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Third Supplemental Indenture, and the Company and Base Indenture, the Guarantor agree that any legal suit, action Notes or proceeding arising out of or relating to the Securities, Guarantees may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction Each of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate designates and appoint Rio Doce Americaappoints CT Corporation System, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture Third Supplemental Indenture, the Notes or the Securities Guarantees which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, each of the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Each of the Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.. Section 302. Governing Law; Waiver of Jury Trial

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints In Xxx Xxx, General Manager of The Korea Development Bank’s New York Branch and Xxx Xxxx Sung, Senior Deputy General Manager of The Korea Development Bank’s New York Branch, acting through their offices at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and each of their successors from time to time, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or this Indenture, and Agreement by the Company and the Guarantor agree that holder of any legal suit, action or proceeding arising out of or relating to the Securities, Security which may be instituted in any state or federal court in The City of New York, and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or state court in respect of all the Securities have been provided to the Fiscal Agent pursuant to the terms hereof, except that, if for any reason, In Xxx Xxx or Xxx Xxxx Sung, or their successors from time to time, ceases to be able to act as Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and Issuer will appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court another person in the Borough of Manhattan, The City of New York, selected in its discretion, as such Authorized Agent. Prior to the date of issuance of any Securities hereunder, the Issuer shall obtain the consent of each of the General Manager and the Senior Deputy Manager of The Korea Development Bank’s New YorkYork Branch to his appointment as such Authorized Agent, a copy of which acceptance it shall provide to the Fiscal Agent. The Issuer shall take any and agree all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agent, and written notice of said service to the Company or Authorized Agent at the Guarantoraddress indicated above, as such address may be changed within the case may beBorough of Manhattan, The City of New York by notice given by the Person serving the sameAuthorized Agent to each party hereto, shall be deemed deemed, in every respect respect, effective service of process upon the Company Issuer. Neither such appointment nor such acceptance of jurisdiction shall be interpreted to include actions brought under the United States federal securities laws. This appointment and acceptance of jurisdiction is intended to be effective upon execution of this agreement without any further act by the Issuer before any such court and introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence of such waiver. Notwithstanding the foregoing, any action arising out of or based on the Guarantor Securities may be instituted by the holder of any Security in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service Republic of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the TrusteeKorea. The Company Issuer hereby irrevocably waives and agrees not to plead any immunity from the Guarantor agree jurisdiction of any such court to take which it might otherwise be entitled in any and all actions as may be necessary to maintain such designation and appointment action arising out of such agent in full force and effector based on the Securities or this Agreement by the holder of any Security.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Indenture, and Indenture or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the exclusive jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles agrees that a final judgment in any legal such suit, action or proceeding arising out of shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or relating to this Indenture or the Securitiesin any other manner provided by law in accordance with applicable law. The Company and the Guarantor hereby designate and appoint Rio Doce Americairrevocably waives any right to invoke jurisdiction it may have to any court by virtue of Mexican law. The Company hereby appoints CT Corporation System Inc., Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System Inc. specified above and any domicile RDA CT Corporation System Inc. may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Indenture and the Securities to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Company, the Guarantor and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, the extent permitted by law, in such Federal court. The Company, the Guarantor and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture in such courts whether on the grounds of venue, residence, or domicile or on the grounds that any such suit, action or proceeding has been brought in an inconvenient forum. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor final judgment in any such suit, action or proceeding shall be conclusive and further designate may be enforced in other jurisdictions by suit on the domicile judgment or in any other manner provided by law. Nothing in this Indenture or the Securities shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture or the Securities in the courts of RDA specified above any jurisdiction. Each of the Company and the Guarantor hereby irrevocably appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and any domicile RDA appellate court from any thereof, which service may have be made on such designee, appointee and agent in accordance with legal procedures prescribes for such courts. The Company and the future as their domicile Guarantor will take any and all action necessary to receive service continue such designation in full force and effect and to advise the Trustee of process. If any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided abovereason, the Company and the Guarantor will promptly appoint and irrevocably designate a successor agent new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this purpose reasonably acceptable to the Trusteesection. The Company and the Guarantor irrevocably consent and agree to take the service of any and all actions legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 1.5 or to any other address of which they shall have given notice pursuant to Section 1.5 or to any Process Agent. Service upon the Company, the Guarantor or the Process Agent as may be necessary provided for herein will, to maintain such designation the fullest extent permitted by law, constitute valid and appointment effective personal service upon it and the failure of the Process Agent to give any notice of such agent service to the Company or the Guarantor shall not impair or affect in full force and effectany way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Indenture, and Indenture or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New YorkYork and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice, or notice in any other manner permitted by applicable law, of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will shall promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the "Authorized Agent") upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture Agreement or the Securities guarantee of the Bonds by the Guarantor which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Bonds remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Each of the Corporation and agree the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: --------------------------- Name: Xxxxxxx Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: --------------------------- Name: Xxxxxxx Xxxxxxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: UBS Limited, Deutsche Bank Securities Inc., ABN AMRO Bank N.V., ABN AMRO Incorporated, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commonwealth Bank of Australia, Credit Suisse First Boston (Europe) Limited, Deutsche Bank AG London, Macquarie Bank Limited London Branch, Macquarie Equities (USA) Inc., National Australia Bank Limited, Royal Bank of Canada Europe Limited, The Toronto - Dominion Bank, and Westpac Banking Corporation. -24- By: UBS LIMITED By: --------------------------- Name: Date: DEUTSCHE BANK SECURITIES INC. By: By: --------------------------- --------------------------- Name: Name: Date: Date: ABN AMRO BANK N.V. By: --------------------------- Name: Date: ABN AMRO INCORPORATED By: --------------------------- Name: Date: CITIGROUP GLOBAL MARKETS INC. By: --------------------------- Name: Date: CITIGROUP GLOBAL MARKETS LIMITED By: --------------------------- Name: Date: -00- XXXXXXXXXXXX XXXX XX XXXXXXXXX By: --------------------------- Name: Date: CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED By: --------------------------- Name: Date: DEUTSCHE BANK AG LONDON By: By: --------------------------- --------------------------- Name: Name: Date: Date: MACQUARIE BANK LIMITED LONDON BRANCH By: --------------------------- Name: Date: MACQUARIE EQUITIES (USA) INC. By: --------------------------- Name: Date: -26- By: NATIONAL AUSTRALIA BANK LIMITED By: --------------------------- Name: Date: ROYAL BANK OF CANADA EUROPE LIMITED By: --------------------------- Name: Date: THE TORONTO - DOMINION BANK By: --------------------------- Name: Date: WESTPAC BANKING CORPORATION. By: --------------------------- Name: Date: EXHIBIT A [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of November 13, 2003, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the "Corporation"), the Treasurer on behalf of the Government of Queensland (the "Guarantor"), and the several Dealers named therein (the "Amended and Restated Distribution Agreement"), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Bonds, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from ________, [until ___________] [INSERT IF REVERSE INQUIRY -- solely for the purpose of offering and selling up to an aggregate principal amount of the Bonds] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as may matters governing authorizations and executions by the Corporation and the Guarantor shall be necessary governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to maintain such designation the same obligations [for the purposes of the offer and appointment sale of such agent Bonds] that you would have had if you had been a Dealer named in full force the Amended and effect.Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: --------------------------- Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: --------------------------- Name: Title: CONFIRMED AND ACCEPTED, this day of ________________, _______ [NAME OF DEALER] By: --------------------------- Name: Title:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce AmericaNational Registered Agents, Inc. (“RDA”) Inc., located at 000 Xxxxx XxxxxxXxxxxx xx xxx Xxxxxxxx, 00xx xxxxxxxxxx 000, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Securities, which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA National Registered Agents, Inc. specified above and any domicile RDA National Registered Agents, Inc. may have in the future as their domicile to receive service of process. If for any reason RDA National Registered Agents, Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the "Authorized Agent") upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture or the Securities Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Notes remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Notwithstanding the foregoing, each of the Corporation and agree the Guarantor reserve the right to appoint another person located or with an office in New York, selected in its discretion without the consent of the Authorized Agent, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. Each of the Corporation and the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: ------------------------------------- Name: Xxxxxxx Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: ------------------------------------- Name: Xxxxxxx Xxxxxxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: By: -------------------------------- ----------------------------- Name: Name: Date: Date: ABN AMRO INCORPORATED By: -------------------------------- Name: Date: CITIGROUP GLOBAL MARKETS INC. By: -------------------------------- Name: Date: CREDIT SUISSE FIRST BOSTON CORPORATION By: -------------------------------- Name: Date: ROYAL BANK OF CANADA EUROPE LIMITED By: -------------------------------- Name: Date: RBC DOMINION SECURITIES CORPORATION By: -------------------------------- Name: Date: EXHIBIT A FORM OF DEALER ACCESSION LETTER [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated November 13, 2003, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the "Corporation"), the Treasurer on behalf of the Government of Queensland (the "Guarantor"), and the several Dealers named therein (the "Amended and Restated Distribution Agreement"), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Notes, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from ________, [until _________] [INSERT IF REVERSE INQUIRY -- solely for the purpose of offering and selling up to an aggregate principal amount of the Notes] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as may matters governing authorizations and executions by the Corporation and the Guarantor shall be necessary governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to maintain such designation the same obligations [for the purposes of the offer and appointment sale of such agent Notes] that you would have had if you had been a Dealer named in full force the Amended and effect.Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: ------------------------------------- Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: ------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, this day of _______, ____ [NAME OF DEALER] By: ------------------------------------- Name: Title:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Second Supplemental Indenture, and the Company and Base Indenture, the Guarantor agree that any legal suit, action Notes or proceeding arising out of or relating to the Securities, Guarantees may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction Each of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate designates and appoint Rio Doce Americaappoints CT Corporation System, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture Second Supplemental Indenture, the Notes or the Securities Guarantees which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, each of the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Each of the Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.. Section 302. Governing Law; Waiver of Jury Trial

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit submits to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company hereby designates and the Guarantor hereby designate and appoint appoints Rio Doce America, Inc. (“"RDA”") located at 000 Xxxxx Xxxxxx546 5th Avenue, 00xx xxxxx12th Floor, Xxx XxxxNew York, XX 00000New York, 10036, as their authorized agent upon which process may be served in itx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xn any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the GuarantorCompany, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The -------------------------------------------------------------------------------- Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, A. Each of the Corporation and the Guarantor and hereby appoints CT Corporation System located at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the Trustee agree that “Authorized Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to expressly accepts the jurisdiction of any such court in respect of any such suitaction. Such appointment shall be irrevocable as long as any of the Notes remain outstanding except that if, action or proceeding. The Company for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and will appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court another person in the Borough of Manhattan, The City of New York, selected in its discretion, as such Authorized Agent. Notwithstanding the foregoing, each of the Corporation and the Guarantor reserve the right to appoint another person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion without the consent of the Authorized Agent, as a successor Authorized Agent, and agree upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. Each of the Corporation and the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (New South Wales or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor will promptly appoint a successor agent for hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as Agreement which may be necessary instituted as provided in this Section 16 in any State or Federal court in the Borough of Manhattan, The City of New York or in any competent court in the State of New South Wales or any court in the Commonwealth of Australia competent to maintain such designation and appointment of such agent in full force and effecthear appeals therefrom.

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints the Economic Counsellor, The Republic of Turkey, 000 Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and The Economic Counsellor, The Republic of Turkey, 0000 Xxxxxxxxxxxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or coupons or this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any state or federal or state court in the Borough of Manhattan, The City of New York, York by the holder of any Security or coupon and expressly accepts the jurisdiction of any such court in respect of actions brought against each such party action. Such appointment shall be irrevocable so long as any Securities or any coupon appertaining thereto remain outstanding unless and until a defendant, successor shall have been appointed as the Issuer’s Authorized Agent and each waives any objection which it may now or hereafter such successor shall have to the laying of the venue of any accepted such legal suit, action or proceeding, waives any immunityappointment. The Issuer hereby irrevocably waives, to the fullest extent permitted by law, from jurisdiction or any immunity to service of process in respect of any such suit, action or proceeding, waives any right to which it may might otherwise be entitled on account of place of residence or domicile and irrevocably submits any objection to the jurisdiction of any such court venue in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or based on the Securities or coupons of this Agreement which may be instituted by the Fiscal Agent or holder of any Security or coupon in any state or federal or state court in the Borough of Manhattan, The City of New York, York or (except as to venue) in any competent court in the Republic. The Issuer irrevocably and expressly waives the diplomatic immunity of The Economic Counsellor at the Embassy of The Republic of Turkey in New York, and agree that York with respect to the acceptance of the service of process referred to herein pursuant to Article 32 of the Vienna Convention of Diplomatic Relations. The Republic will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 16, or at such agentother address in the City of New York as may be the office of the Economic Counsellor at the time of such serve, and written notice of said such service to the Company Issuer (mailed or delivered to the Guarantor, as Issuer at the case may be, by the Person serving the same, address set forth in Section 15 hereof) shall be deemed deemed, in every respect respect, effective service of process upon the Company or the Guarantor in any Issuer. Upon receipt of such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process, the Authorized Agent shall advise the Ambassador of the Issuer to the United States of America and the Undersecretariat of Treasury, Prime Ministry of the Republic promptly by telex of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. If Notwithstanding the foregoing, any action against the Issuer arising out of or based on the Securities may be instituted by the holder of any Security or coupon appertaining thereto in any competent court in the Republic. The Issuer hereby waives irrevocably, to the fullest extent permitted by law, any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities or coupons appertaining thereto or this Agreement which may be instituted by the Fiscal Agent or the holder of any Security or coupon appertaining thereto in any state or federal court in the City of New York or in any competent court in the Republic. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States federal securities laws. In addition, except that, under the laws of the Republic, assets of the Issuer are immune from attachment or other forms of execution, whether before or after judgment. Notwithstanding any other provision of this Agreement, under no circumstances will any party (including, without limitation, whether or not acting through their agents, delegates or representatives) be liable to any other party for any reason RDA indirect, special, punitive or consequential loss or damage, liability, claim, expense of any consequential kind whatsoever (including but not limited to loss of profits, loss of use, loss of production, loss of business or loss of goodwill), whether or not foreseeable, suffered or incurred by any successor agent for other party as a result of the performance or non-performance of its obligations under this purpose) shall cease to act as agent for service Agreement and even if such other party has been advised of process as provided above, the Company and likelihood of the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effectsame.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Indenture, and Indenture or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New YorkYork and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this First Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect. Section 302. Governing Law THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Consent to Service; Jurisdiction. Each of the parties hereto hereby irrevocably submits to the jurisdiction of any state or federal court sitting in the Borough of Manhattan, The Company, the Guarantor and the Trustee agree that City of New York in any legal suit, action or proceeding arising out of or relating to based on this IndentureAgreement or the Securities of any Series or any coupons appertaining thereto. Mexico hereby appoints the Consul General of Mexico acting through his offices at 20 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and his successors, as its authorized agent (the Company and the Guarantor agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on this Agreement or the Securities, Securities of any Series or any coupons appertaining thereto which may be instituted in any such court by the holder of a Security of any Series or coupon appertaining thereto. Mexico hereby waives irrevocably, to the extent permitted by law, any immunity from the jurisdiction of such court (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) and any objections to the laying of venue in any such courts in respect of any such action to which it might otherwise be entitled in any actions arising out of or based on this Agreement or the Securities or any coupons appertaining thereto which may be instituted by the holder of any Security or coupon in any state or federal or state court in the Borough of Manhattan, The City of New York. In addition, in respect of actions brought against each such party as a defendant, and each Mexico hereby waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right rights to which it may be entitled on account of place of residence or domicile domicile. Such appointment shall be irrevocable until all amounts in respect of the principal of (and irrevocably submits premium, if any) and any interest due and to become due on or in respect of all the Securities have been provided to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit Fiscal Agent pursuant to the jurisdiction terms hereof either paid or and returned to Mexico as provided in Section 9(b) hereof, except that, if for any reason, the Consul General of the courts of their own corporate domiciles in any legal suit, action Mexico ceases to be able to act as Authorized Agent or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court no longer has an address in the Borough of Manhattan, The City of New York, Mexico will appoint another person (which may be the Fiscal Agent) in the Borough of Manhattan, The City of New York, selected in its discretion, as such Authorized Agent, a copy of which acceptance it shall provide to the Fiscal Agent. Mexico will take any and agree all action, including the filing of any and all documents and instruments that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated above, or at such agentother address in the Borough of Manhattan, and written The City of New York by notice of said service to the Company or the Guarantor, as the case may be, given by the Person serving the sameAuthorized Agent to each party hereto, shall be deemed deemed, in every respect respect, effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.upon

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Third Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile or for any other reason, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 00 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Third Supplemental Indenture, the Base Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture or the Securities Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Notes remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Notwithstanding the foregoing, each of the Corporation and agree the Guarantor reserve the right to appoint another person located or with an office in New York, selected in its discretion without the consent of the Authorized Agent, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. Each of the Corporation and the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: Name: Stephen Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Hon. Xxxx Xxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: By: Name: Name: Date: Date: ABN AMRO INCORPORATED By: Name: Date: CITIGROUP GLOBAL MARKETS INC. By: Name: Date: RBC DOMINION SECURITIES CORPORATION By: Name: Date: EXHIBIT A FORM OF DEALER ACCESSION LETTER [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated August [·], 2006, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and Restated Distribution Agreement”), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Notes, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to an aggregate principal amount of the Notes] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as matters governing authorizations and executions by the Corporation and the Guarantor shall be governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to the same obligations [for the purposes of the offer and sale of such Notes] that you would have had if you had been a Dealer named in the Amended and Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Title: CONFIRMED AND ACCEPTED, this day of , [NAME OF DEALER] By: Name: Title: EXHIBIT B FORM OF TERMS AGREEMENT The following terms, if agreed to by the Presenting Dealer and the Corporation, may be necessary to maintain such designation specified in any Terms Agreement: Principal Amount: US$ (or principal amount of foreign currency) Interest Rate: If Fixed Rate Note, Interest Rate: If Floating Rate Note: Interest Rate Basis: Initial Interest Rate: Initial Interest Reset Date: Spread or Spread Multiplier, if any: Interest Rate Reset Date(s): Interest Payment Date(s): Index Maturity: Maximum Interest Rate, if any: Minimum Interest Rate, if any: Interest Rate Reset Period: Interest Payment Period: Interest Payment Date: Calculation Agent: If Redeemable: Redemption Date(s): Redemption Percentage(s): Redemption Date(s): (Option of Holder) Redemption Percentage(s): (Option of Holders) Date of Maturity: Purchase Price: % Settlement Date and appointment Time: Currency of such agent in full force and effect.Denomination: Denominations (if currency is other than U.S. dollar): Currency of Payment: Additional Terms:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce AmericaNational Registered Agents, Inc. (“RDA”) Inc., located at 000 Xxxxx Xxxxxx875 Xxxxxx xx xxx Xxxxxxxx, 00xx xxxxxxxxxx 000, Xxx Xxxx, XX 00000, as xx their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Securities, which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA National Registered Agents, Inc. specified above and any domicile RDA National Registered Agents, Inc. may have in the future as their domicile to receive service of process. If for any reason RDA National Registered Agents, Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture Agreement or the Securities guarantee of the Bonds by the Guarantor which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Bonds remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Each of the Corporation and agree the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: Name: Stephen Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Hon. Xxxx Xxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: UBS LIMITED on behalf of: Deutsche Bank Securities Inc., ABN AMRO Bank N.V., ABN AMRO Incorporated, Australia and New Zealand Banking Group Limited, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commonwealth Bank of Australia, Deutsche Bank AG, London Branch, Macquarie Bank Limited London Branch, Macquarie Securities (USA) Inc., National Australia Bank Limited (ABN 12 004 044 937), Royal Bank of Canada Europe Limited, The Toronto-Dominion Bank, and Westpac Banking Corporation. By: By: Name: Name: Title: Title: UBS LIMITED By: By: Name: Name: Title: Title: EXHIBIT A [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of [·], 2006, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and Restated Distribution Agreement”), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Bonds, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from ________, [until ___________] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to an aggregate principal amount of the Bonds] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as may matters governing authorizations and executions by the Corporation and the Guarantor shall be necessary governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to maintain such designation the same obligations [for the purposes of the offer and appointment sale of such agent Bonds] that you would have had if you had been a Dealer named in full the Amended and Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Title: CONFIRMED AND ACCEPTED, this day of ________________, _______ [NAME OF DEALER] By: Name: Title: EXHIBIT B SELLING RESTRICTIONS Each Dealer will (to the best of its knowledge and belief) comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Bonds or possesses or distributes the Prospectus and effect.will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales and neither the Corporation nor any other Dealer shall have responsibility therefor. Each of the Dealers, severally and not jointly, represents and warrants to, and agrees with, the Corporation that, in connection with its solicitation of offers to purchase Bonds or its initial distribution of any Bonds purchased by it as principal:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee Initial Purchasers agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the SecuritiesAgreement. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 0xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Agreement which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the TrusteeInitial Purchasers. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Indenture, and Indenture or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles agrees that a final judgment in any legal such suit, action or proceeding arising out of shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or relating to this Indenture or the Securitiesin any other manner provided by law in accordance with applicable law. The Company and the Guarantor hereby designate and appoint Rio Doce Americairrevocably waives any right to invoke jurisdiction it may have to any court by virtue of Mexican law. The Company hereby appoints Durango Georgia Paper Company, Inc. (“RDA”) located at 000 Xxxxx 0000 Xxxxxxx Xxxxxx, 00xx xxxxxSt. Marys, Xxx XxxxGeorgia 31558, XX 00000Attention: Xxxxxxxxx Xxxxxxxx, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA Durango-Georgia Paper Company specified above and any domicile RDA Durango-Georgia Paper Company may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA Durango-Georgia Paper Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Tenth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Tenth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.. Section 302. Governing Law; Waiver of Jury Trial

Consent to Service; Jurisdiction. The CompanyRepublic hereby appoints the Economic Counsellor, The Republic of Turkey, 000 Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and The Economic Counsellor, The Republic of Turkey, 0000 Xxxxxxxxxxxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any state or federal or state court in the Borough of Manhattan, Manhattan in The City of New York, York by the holder of any Security and expressly accepts the jurisdiction of any such court in respect of actions brought against each such party action. Such appointment shall be irrevocable so long as any Securities remain outstanding unless and until a defendant, successor shall have been appointed as the Republic’s Authorized Agent and each waives any objection which it may now or hereafter such successor shall have to the laying of the venue of any accepted such legal suit, action or proceeding, waives any immunityappointment. The Republic hereby irrevocably waives, to the fullest extent permitted by law, from jurisdiction or any immunity to service of process in respect of any such suit, action or proceeding, waives any right to which it may might otherwise be entitled on account of place of residence or domicile and irrevocably submits any objection to the jurisdiction of any such court venue in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or based on the Securities of this Agreement which may be instituted by the Fiscal Agent or holder of any Security in any state or federal or state court in the Borough of Manhattan, The City of New York, York or (except as to venue) in any competent court in the Republic. The Republic irrevocably and expressly waives the diplomatic immunity of The Economic Counsellor at the Embassy of The Republic of Turkey in New York, and agree that York with respect to the acceptance of the service of process referred to herein pursuant to Article 32 of the Vienna Convention of Diplomatic Relations. The Republic will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 15, or at such agentother address in The City of New York as may be the office of the Economic Counsellor at the time of such serve, and written notice of said such service to the Company Issuer (mailed or delivered to the Guarantor, as Republic at the case may be, by the Person serving the same, address set forth in Section 14 hereof) shall be deemed deemed, in every respect respect, effective service of process upon the Company or the Guarantor in any Issuer. Upon receipt of such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process, the Authorized Agent shall advise the Ambassador of the Republic to the United States of America and the Undersecretariat of Treasury, Prime Ministry of the Republic promptly by telex of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. If Notwithstanding the foregoing, any action against the Republic arising out of or based on the Securities may be instituted by the holder of any Security in any competent court in the Republic. The Republic hereby waives irrevocably, to the fullest extent permitted by law, any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities or this Agreement which may be instituted by the Fiscal Agent or the holder of any Security in any state or federal court in the Borough of Manhattan in The City of New York or in any competent court in the Republic. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States federal securities laws. In addition, except that, under the laws of the Republic, assets of the Republic are immune from attachment or other forms of execution, whether before or after judgment. Notwithstanding any other provision of this Agreement, under no circumstances will any party (including, without limitation, whether or not acting through their agents, delegates or representatives) be liable to any other party for any reason RDA indirect, special, punitive or consequential loss or damage, liability, claim, expense of any consequential kind whatsoever (including but not limited to loss of profits, loss of use, loss of production, loss of business or loss of goodwill), whether or not foreseeable, suffered or incurred by any successor agent for other party as a result of the performance or non-performance of its obligations under this purpose) shall cease to act as agent for service Agreement and even if such other party has been advised of process as provided above, the Company and likelihood of the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effectsame.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit submits to the jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company hereby designates and the Guarantor hereby designate and appoint Rio Doce Americaappoints CT Corporation System, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the GuarantorCompany, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive service of process. If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Fifth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Fifth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Fourth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Fourth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.. Section 302. Governing Law; Waiver of Jury Trial

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture Agreement or the Securities guarantee of the Bonds by the Guarantor which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Bonds remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Each of the Corporation and agree the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: Name: Stephen Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: The Hon. Xxxxxx Xxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: UBS LIMITED on behalf of: Citigroup Global Markets Inc., Citigroup Global Markets Limited, Deutsche Bank Securities Inc., Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia, Deutsche Bank AG, London Branch, X.X. Xxxxxx Securities Inc., X.X. Xxxxxx Securities Limited, Macquarie Bank Limited London Branch, Macquarie Capital (USA) Inc., National Australia Bank Limited, Nomura International PLC, Royal Bank of Canada Europe Limited, The Royal Bank of Scotland plc, The Toronto-Dominion Bank, and Westpac Banking Corporation. By: By: Name: Name: Title: Title: UBS LIMITED By: By: Name: Name: Title: Title: UBS LIMITED on behalf of: National Australia Bank Limited (ABN 12 004 044 937) By: By: Name: Name: Title: Title: EXHIBIT A [Name of Dealer] Ladies and Gentlemen: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of December [· ], 2009, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and Restated Distribution Agreement”), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Bonds, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to an aggregate principal amount of the Bonds] and you hereby agree so to act. You also hereby agree to take any enter into the Offering Agreement (as defined in the Amended and Restated Distribution Agreement) and thereby become subject to the same obligations that you would have had had you been a dealer named in the Offering Agreement. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as may matters governing authorizations and executions by the Corporation and the Guarantor shall be necessary governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to maintain such designation the same obligations [for the purposes of the offer and appointment sale of such agent Bonds] that you would have had if you had been a Dealer named in full the Amended and Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Title: CONFIRMED AND ACCEPTED, this day of , [NAME OF DEALER] By: Name: Title: EXHIBIT B SELLING RESTRICTIONS Each Dealer will (to the best of its knowledge and belief) comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Bonds or possesses or distributes the Prospectus and effect.will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales and neither the Corporation nor any other Dealer shall have responsibility therefor. Each of the Dealers, severally and not jointly, represents and warrants to, and agrees with, the Corporation that, in connection with its solicitation of offers to purchase Bonds or its initial distribution of any Bonds purchased by it as principal:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 540 0xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Sixth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints C T Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 00 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Sixth Supplemental Indenture, the Base Indenture or the Securities Notes which may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice, or notice in any other manner permitted by applicable law, of said such service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA C T Corporation System specified above and any domicile RDA C T Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA C T Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Seventh Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints C T Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 00 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Seventh Supplemental Indenture, the Base Indenture or the Securities Notes which may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice, or notice in any other manner permitted by applicable law, of said such service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA C T Corporation System specified above and any domicile RDA C T Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA C T Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and Indenture and/or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, York and in respect the courts of actions brought against each such party as a defendantits own corporate domicile, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorised successors as their authorized its authorised agent (the “Authorised Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture or the Securities Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Notes remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorised Agent. Notwithstanding the foregoing, each of the Corporation and agree the Guarantor reserve the right to appoint another person located or with an office in New York, selected in its discretion without the consent of the Authorised Agent, as a successor Authorised Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorised Agent shall terminate. Each of the Corporation and the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorised Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: Name: Xxxxxxx Rochester Title: Chief Executive THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: The Hon. Xxxxxx Xxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: By: Name: Name: Date: Date: UBS LIMITED By: By: Name: Name: Date: Date: ABN AMRO INCORPORATED By: Name: Date: CITIGROUP GLOBAL MARKETS INC. By: Name: Date: RBC DOMINION SECURITIES CORPORATION By: Name: Date: DAIWA SECURITIES SMBC EUROPE LIMITED By: Name: Date: X.X. XXXXXX SECURITIES INC. By: Name: Date: THE TORONTO-DOMINION BANK By: Name: Date: AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED By: Name: Date: COMMONWEALTH BANK OF AUSTRALIA By: Name: Date: EXHIBIT A FORM OF DEALER ACCESSION LETTER [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of [12] December 2008, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and Restated Distribution Agreement”), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Notes, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY—solely for the purpose of offering and selling up to an aggregate principal amount of the Notes] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as matters governing authorizations and executions by the Corporation and the Guarantor shall be governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to the same obligations [for the purposes of the offer and sale of such Notes] that you would have had if you had been a Dealer named in the Amended and Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: Name: Title: THE TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Title: CONFIRMED AND ACCEPTED, this day of , [NAME OF DEALER] By: Name: Title: EXHIBIT B FORM OF TERMS AGREEMENT The following terms, if agreed to by the Presenting Dealer and the Corporation, may be necessary to maintain such designation specified in any Terms Agreement: Principal Amount: US$ (or principal amount of foreign currency) Interest Rate: If Fixed Rate Note, Interest Rate: If Floating Rate Note: Interest Rate Basis: Initial Interest Rate: Initial Interest Reset Date: Spread or Spread Multiplier, if any: Interest Rate Reset Date(s): Interest Payment Date(s): Index Maturity: Maximum Interest Rate, if any: Minimum Interest Rate, if any: Interest Rate Reset Period: Interest Payment Period: Interest Payment Date: Calculation Agent: If Redeemable: Redemption Date(s): Redemption Percentage(s): Redemption Date(s): (Option of Holder) Redemption Percentage(s): (Option of Holders) Date of Maturity: Purchase Price: % Settlement Date and appointment Time: Currency of such agent in full force and effect.Denomination: Denominations (if currency is other than U.S. dollar): Currency of Payment: Additional Terms:

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying Each of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company Corporation and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx appoints Deutsche Bank Trust Company Americas of 60 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 and its authorized successors as their its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suitaction by any Dealer, action or proceeding by any person controlling any Dealer, arising out of or relating to based upon this Indenture Agreement or the Securities guarantee of the Bonds by the Guarantor which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, and expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable as long as any of the Bonds remain outstanding except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation and the Guarantor will appoint another person in New York, selected in its discretion, as such Authorized Agent. Each of the Corporation and agree the Guarantor will take any and all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agentthe Authorized Agent, and together with written notice of said such service mailed or delivered to the Company Corporation or the Guarantor, as the case may be, by at the Person serving the same, addresses set forth in Section 12 hereof shall be deemed in every respect effective service of process upon the Company Corporation or the Guarantor Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have competent court in the future as their domicile to receive service State of process. If for any reason RDA (Queensland or any successor agent for this purpose) shall cease court in the Commonwealth of Australia competent to act as agent for service hear appeals therefrom. Each of process as provided above, the Company Corporation and the Guarantor hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted as provided in this Section in any State or Federal court in The City or the State of New York or in any competent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will promptly appoint become a successor agent for this purpose reasonably acceptable binding agreement between you and us in accordance with its terms. Very truly yours, QUEENSLAND TREASURY CORPORATION By: Name: Sxxxxxx Rochester Title: Chief Executive THE PREMIER AND TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: The Hon Pxxxx Xxxxxxx Title: Premier and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: UBS LIMITED on behalf of: Deutsche Bank Securities Inc., ABN AMRO Bank N.V., ABN AMRO Incorporated, Australia and New Zealand Banking Group Limited, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commonwealth Bank of Australia, Deutsche Bank AG, London Branch, Macquarie Bank Limited London Branch, Macquarie Securities (USA) Inc., Royal Bank of Canada Europe Limited, The Toronto-Dominion Bank, and Westpac Banking Corporation. By: By: Name: Name: Title: Title: UBS LIMITED By: By: Name: Name: Title: Title: NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) By: By: Name: Name: Title: Title: EXHIBIT A [Name of Dealer] Dear Sirs: Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of •, 2005, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and Restated Distribution Agreement”), and, to the Trusteeextent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Company Corporation and the Guarantor hereby request that you act as a Dealer in the Bonds, subject in all respects to the terms and conditions set forth in the Amended and Restated Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to an aggregate principal amount of the Bonds] and you hereby agree so to take any act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Amended and Restated Distribution Agreement as if made as of the date hereof. This letter agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof, except that all actions as may matters governing authorizations and executions by the Corporation and the Guarantor shall be necessary governed by the laws of the State of Queensland. By execution hereof, you agree that you shall be subject to maintain such designation the same obligations [for the purposes of the offer and appointment sale of such agent Bonds] that you would have had if you had been a Dealer named in full the Amended and Restated Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, QUEENSLAND TREASURY CORPORATION By: Name: Title: THE PREMIER AND TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND By: Name: Title: CONFIRMED AND ACCEPTED, this day of , [NAME OF DEALER] By: Name: Title: EXHIBIT B SELLING RESTRICTIONS Each Dealer will (to the best of its knowledge and belief) comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Bonds or possesses or distributes the Prospectus and effect.will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales and neither the Corporation nor any other Dealer shall have responsibility therefor. Each of the Dealers, severally and not jointly, represents and warrants to, and agrees with, the Corporation that, in connection with its solicitation of offers to purchase Bonds or its initial distribution of any Bonds purchased by it as principal:

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit submits to the non-exclusive jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company hereby designates and the Guarantor hereby designate and appoint Rio Doce Americaappoints Imax U.S.A. Inc., Inc. (“RDA”) located at 000 Xxxxx Xxxxxx110 E. 59th Street, 00xx xxxxxSuite 2100, Xxx XxxxNew York, XX 00000, New York 10022 as their authorized agent upon which process may be served in any legal its autxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxgal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA Imax U.S.A. Inc. specified above and any domicile RDA Imax U.S.A. Inc. may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA Imax U.S.A. Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Fourth Supplemental Indenture, and the Company and Base Indenture, the Guarantor agree that any legal suit, action Notes or proceeding arising out of or relating to the Securities, Guarantees may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction Each of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate designates and appoint Rio Doce Americaappoints CT Corporation System, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture Fourth Supplemental Indenture, the Notes or the Securities Guarantees which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, each of the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Each of the Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The CompanyRepublic will appoint the Consul General of the Republic, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, X.X.X. as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon which process may be served in any legal suit, action suit or proceeding arising out of or relating to this Indenture, and Agreement or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Debt Securities (“Proceedings”) which may be instituted in any federal state or state Federal court in the Borough of Manhattan, The City of New York, in respect State of actions brought against each such party New York, U.S.A. by the holder of a Debt Security of which the Fiscal Agent is acting as a defendantfiscal agent hereunder, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to Republic expressly accepts the jurisdiction of any such court in respect of any such suitProceedings, action subject to the qualifications stated below relating to actions brought under the United States securities laws or proceedingthe securities laws of any state of the United States. Such appointment shall be irrevocable so long as any Debt Securities remain outstanding, unless and until a successor Authorized Agent shall have been appointed and such successor Authorized Agent shall have accepted such appointment. The Company Republic will take any and all action, including the Guarantor further submit filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 11 and written notice of such service to the jurisdiction Republic (sent by registered mail or delivered by courier to the Republic at the address set forth in Section 12 hereof) shall be deemed, in every respect, effective service of process upon the Republic. Upon receipt of such service of process, the Authorized Agent shall advise the Republic Authorized Signatory promptly by facsimile of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. Notwithstanding the foregoing, any Proceeding against the Republic may also be instituted by the holder of a Debt Security in any competent court in the Republic, in which case a copy of the courts documents filed in such court in connection with the institution of their own corporate domiciles such proceeding shall be served upon the Minister of Finance of the Republic at least one month prior to the date fixed by such court to hear such matter. The Republic hereby waives irrevocably, to the fullest extent permitted by the laws of the Republic and international conventions, any immunity from jurisdiction to which it might otherwise be entitled in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Proceeding which may be instituted as provided in this Section in any federal state or state Federal court in the Borough of Manhattan, The City of New York, State of New York, U.S.A., or in any competent court in the Republic. In addition, the Republic hereby waives irrevocably any immunity from execution and agree that service of attachment and any process upon such agentin the nature thereof in any proceeding, and written notice of said service except that, to the Company extent not permitted by the laws of the Republic and international conventions, such waiver shall not apply to the funds, assets and general property of the Republic located in the Republic or to the premises of the Republic’s diplomatic missions in any jurisdiction which affords immunity thereto or with respect to assets of the Republic outside the Republic necessary for the proper functioning of the Republic as a sovereign power. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States securities laws or the Guarantorsecurities laws of any state of the United States. EACH OF THE REPUBLIC AND THE FISCAL AGENT HEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, by the Person serving the sameANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effectTHE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Eleventh Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Eleventh Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding proceeding, and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Fifth Supplemental Indenture, and the Company and Third Supplemental Indenture, the Guarantor agree that any legal suit, action Base Indenture or proceeding arising out of or relating to the Securities, New Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile or for any other reason, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 00 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Fifth Supplemental Indenture, the Third Supplemental Indenture, the Base Indenture or the Securities New Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Eighth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints C T Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 00 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Eighth Supplemental Indenture, the Base Indenture or the Securities Notes which may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice, or notice in any other manner permitted by applicable law, of said such service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA C T Corporation System specified above and any domicile RDA C T Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA C T Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Indenture, and Indenture or the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles agrees that a final judgment in any legal such suit, action or proceeding arising out of shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or relating to this Indenture or the Securitiesin any other manner provided by law in accordance with applicable law. The Company and the Guarantor hereby designate and appoint Rio Doce Americairrevocably waives any right to invoke jurisdiction it may have to any court by virtue of Mexican law. The Company hereby appoints Durango Paper Company, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx1000 Osborne Street, 00xx xxxxxSt. Marys, Xxx XxxxGeorgia 31558, XX 00000Attention: Prudencio Caxxxxxx, as their authorized xx xxx xxxxxxxxxx agent upon which process may be served in any legal xxxxxx xx xxx xxxxl suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA Durango Paper Company specified above and any domicile RDA Durango Paper Company may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA Durango Paper Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Thirteenth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Thirteenth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints its Ambassador to the United States, 0000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or coupons or this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City of New York, York by the holder of any Security or coupon and expressly accepts the jurisdiction of any such court in respect of actions brought against each such party as a defendant, and each action. The Issuer hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or immunity to service of process in respect of any such suit, action or proceeding, waives any right to which it may might otherwise be entitled on account of place of residence or domicile and irrevocably submits any objection to the jurisdiction of any such court venue in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or based on the Securities or coupons of this Agreement which may be instituted by the Fiscal Agent or holder of any Security or coupon in any federal State or state Federal court in The City of New York or (except as to venue) in any competent court in Table of Contents the Borough Republic of ManhattanItaly. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or in respect of all the Securities have been provided to the Fiscal Agent pursuant to the terms hereof and either paid or returned to the Issuer as provided in Section 8(b) hereof, except that, if for any reason, its Ambassador to the United States ceases to be able to act as Authorized Agent or no longer has an address in the United States, the Issuer will appoint another person in Washington, D.C. or The City of New York, New Yorkselected in its discretion, as such Authorized Agent. Prior to the date of issuance of any Securities hereunder, the Issuer shall obtain the acceptance of its Ambassador to the United States to his appointment as such Authorized Agent, a copy of which acceptance it shall provide to the Fiscal Agent. The Issuer shall take any and agree all action, including the filing of any and all documents and instruments, that service may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon such agent, and written notice of said service to the Company or Authorized Agent at the Guarantoraddress indicated above, as the case such address may bebe changed within Washington, D.C. by notice given by the Person serving the sameAuthorized Agent to each party hereto, shall be deemed deemed, in every respect respect, effective service of process upon the Company Issuer. Notwithstanding the foregoing, any action arising out of or based on the Securities may be instituted by the holder of any Security or coupon in any competent court in the Republic of Italy. The Issuer hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities or coupons or this Agreement which may be instituted by the Fiscal Agent or the Guarantor holder of any Security or coupon in any State or Federal court in The City of New York or in any competent court in Republic of Italy. Neither such suit, action or proceeding and further designate appointment nor such waiver of immunity shall be interpreted to include actions brought under the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effectUnited States Federal securities laws.

Consent to Service; Jurisdiction. The CompanyCorporation hereby appoints Deutsche Bank Trust Company Americas, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the Guarantor and “Authorized Agent”) upon whom process may be served in any action based on the Trustee agree that any legal suit, action Securities or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any federal State or state Federal court in the Borough of Manhattan, The City or State of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to York by the laying of the venue holder of any such legal suit, action or proceeding, waives any immunity, to Security and the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to Corporation expressly accepts the jurisdiction of any such court in any respect of such suitaction. Such appointment shall be irrevocable until all amounts in respect of the principal of and premium and interest, action if any, due and to become due on or proceedingin respect of all the Securities have been paid by the Corporation to the Fiscal Agent pursuant to the terms of the Securities except that if, a successor Fiscal Agent is appointed pursuant to Section 9 of this Agreement, the Corporation will appoint another person in The City and State of New York, selected in its discretion, as such Authorized Agent. The Company Corporation will take any and all action, including the Guarantor further submit filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating Authorized Agent addressed to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located it at 000 Xxxxx 00 Xxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX X.X. 00000, as their authorized agent upon which Attention: Corporate Trust and Agency Services, together with written notice of such service mailed or delivered to the Corporation at Queensland Treasury Corporation, Minerals and Energy Centre, 00 Xxxx Xxxxxx, Brisbane, Queensland, 4000, Australia, Attention: Chief Executive shall be deemed, in every respect, effective service of process on the Corporation. Notwithstanding the foregoing, any action based on the Securities may be served instituted by a holder of a Security in any legal suitcompetent court in the State of Queensland or any court in the Commonwealth of Australia competent to hear appeals therefrom. To the fullest extent permitted by law, the Corporation hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action or proceeding arising out of or relating to this Indenture or based on the Securities on this Agreement which may be instituted by the holder of any Security in any federal State or state Federal court in The City or the State of New York or in any competent court in the Borough State of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company Queensland or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile Commonwealth of Australia competent to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effecthear appeals therefrom.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Twelfth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Twelfth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Seventh Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Seventh Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Fourth Supplemental Indenture, and the Company and Third Supplemental Indenture, the Guarantor agree that any legal suit, action Base Indenture or proceeding arising out of or relating to the Securities, New Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile or for any other reason, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 00 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Fourth Supplemental Indenture, the Third Supplemental Indenture, the Base Indenture or the Securities New Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit submits to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company hereby designates and the Guarantor hereby designate and appoint appoints Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx 0xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the GuarantorCompany, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Cogency Global Inc. (“RDA”) located at 000 Xxxxx 100 Xxxx 00xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA Cogency Global Inc. specified above and any domicile RDA Cogency Global Inc. may have in the future as their domicile to receive service of process. If for any reason RDA Cogency Global Inc. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Sixth Supplemental Indenture, and the Company and Base Indenture or the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Notes may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suitappoints CT Corporation System, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Sixth Supplemental Indenture or the Securities Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, agent shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate designates its domicile, the domicile of RDA CT Corporation System specified above and any domicile RDA CT Corporation System may have in the future as their its domicile to receive any notice hereunder (including service of process). If for any reason RDA CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The CompanyIssuer hereby appoints the Economic Counsellor, The Republic of Turkey, 000 Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and The Economic Counsellor, The Republic of Turkey, 0000 Xxxxxxxxxxxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000, as its authorized agent (the Guarantor and the Trustee agree that “Authorized Agent”) upon whom process may be served in any legal suit, action or proceeding arising out of or relating to based on the Securities or coupons or this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, Agreement which may be instituted in any state or federal or state court in the Borough of Manhattan, The City of New York, York by the holder of any Security or coupon and expressly accepts the jurisdiction of any such court in respect of actions brought against each such party action. Such appointment shall be irrevocable so long as any Securities or any coupon appertaining thereto remain outstanding unless and until a defendant, successor shall have been appointed as the Issuer’s Authorized Agent and each waives any objection which it may now or hereafter such successor shall have to the laying of the venue of any accepted such legal suit, action or proceeding, waives any immunityappointment. The Issuer hereby irrevocably waives, to the fullest extent permitted by law, from jurisdiction or any immunity to service of process in respect of any such suit, action or proceeding, waives any right to which it may might otherwise be entitled on account of place of residence or domicile and irrevocably submits any objection to the jurisdiction of any such court venue in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“RDA”) located at 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, as their authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or based on the Securities or coupons of this Agreement which may be instituted by the Fiscal Agent or holder of any Security or coupon in any state or federal or state court in the Borough of Manhattan, The City of New York, York or (except as to venue) in any competent court in the Republic. The Issuer irrevocably and expressly waives the diplomatic immunity of The Economic Counsellor at the Embassy of The Republic of Turkey in New York, and agree that York with respect to the acceptance of the service of process referred to herein pursuant to Article 32 of the Vienna Convention of Diplomatic Relations. The Republic will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 15, or at such agentother address in the City of New York as may be the office of the Economic Counsellor at the time of such serve, and written notice of said such service to the Company Issuer (mailed or delivered to the Guarantor, as Issuer at the case may be, by the Person serving the same, address set forth in Section 14 hereof) shall be deemed deemed, in every respect respect, effective service of process upon the Company or the Guarantor in any Issuer. Upon receipt of such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process, the Authorized Agent shall advise the Ambassador of the Issuer to the United States of America and the Undersecretariat of Treasury, Prime Ministry of the Republic promptly by telex of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. If Notwithstanding the foregoing, any action against the Issuer arising out of or based on the Securities may be instituted by the holder of any Security or coupon appertaining thereto in any competent court in the Republic. The Issuer hereby waives irrevocably, to the fullest extent permitted by law, any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities or coupons appertaining thereto or this Agreement which may be instituted by the Fiscal Agent or the holder of any Security or coupon appertaining thereto in any state or federal court in the City of New York or in any competent court in the Republic. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States federal securities laws. In addition, except that, under the laws of the Republic, assets of the Issuer are immune from attachment or other forms of execution, whether before or after judgment. Notwithstanding any other provision of this Agreement, under no circumstances will any party (including, without limitation, whether or not acting through their agents, delegates or representatives) be liable to any other party for any reason RDA indirect, special, punitive or consequential loss or damage, liability, claim, expense of any consequential kind whatsoever (including but not limited to loss of profits, loss of use, loss of production, loss of business or loss of goodwill), whether or not foreseeable, suffered or incurred by any successor agent for other party as a result of the performance or non-performance of its obligations under this purpose) shall cease to act as agent for service Agreement and even if such other party has been advised of process as provided above, the Company and likelihood of the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effectsame.

Consent to Service; Jurisdiction. The Company, the Guarantor Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree agrees that any legal suit, action or proceeding arising out of or relating to the Securities, Securities may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit submits to the jurisdiction of the courts of their its own corporate domiciles domicile in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company hereby designates and the Guarantor hereby designate and appoint Rio Doce Americaappoints National Corporate Research, Inc. (“RDA”) Ltd., located at 000 Xxxxx 00 Xxxx 00xx Xxxxxx, 00xx xxxxxXxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as their its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities Securities, which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of processproceeding. If for any reason RDA National Corporate Research, Ltd. (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.

Consent to Service; Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and the Company and the Guarantor agree that any legal suit, action or proceeding arising out of or relating to the Securities, may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity, to the extent permitted by law, from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company and the Guarantor further submit to the jurisdiction of the courts of their own corporate domiciles in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities. The Company and the Guarantor hereby designate and appoint Rio Doce America, Inc. (“"RDA”") located at 000 Xxxxx Xxxxxx546 5th Avenue, 00xx xxxxx12th Floor, Xxx XxxxNew York, XX 00000New York, 10036, as their authorized agent upon which process may be served thxxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agree that service of process upon such agent, and written notice of said service to the Company or the Guarantor, as the case may be, by the Person serving the same, shall be deemed in every respect effective service of process upon the Company or the Guarantor in any such suit, action or proceeding and further designate the domicile of RDA specified above and any domicile RDA may have in the future as their domicile to receive service of process. If for any reason RDA (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company and the Guarantor agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect.