US$
SCHEDULE
to the
ISDA MASTER AGREEMENT
dated as of 13 March 2007
between
NATIONAL WESTMINSTER BANK PLC ("PARTY A")
and
PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
IN ITS CAPACITY AS TRUSTEE OF THE CRUSADE GLOBAL TRUST NO. 1 OF 2007("PARTY B")
and
CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) ("TRUST MANAGER")
PART 1
TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS
(1) "SPECIFIED ENTITY" is not applicable in relation to Party A and Party B.
(2) "SPECIFIED TRANSACTION" is not applicable.
(3) (i) Sections 5(a)(ii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(b)(iv) will not
apply to Party B.
Section 5(a)(iii) will not apply to Party B except that Sections
5(a)(iii)(1) will apply in respect of Party B's obligations under
Paragraph 2(b) of the credit support annex entered into between Party
A and Party B in relation to this Master Agreement.
Sections 5(a)(v), 5(a)(vi) and 5(b)(iv) will not apply to Party A.
Notwithstanding Sections5(a)(i) and 5(a)(iii), any failure by Party A
to comply with or perform any obligations to be complied with or
performed by Party A under the credit support annex entered into
between Party A and Party B in relation to this Master Agreement
shall not be an Event of Default unless (A) the Second Rating Trigger
Requirements apply and at least 30 Local Business Days have elapsed
since the last time the Second Rating Trigger Requirements did not
apply and (B) such failure is not remedied on or before the third
Local Business Day after notice of such failure is given the Party A.
(ii) Replace Section 5(a)(i) with:
"(i) FAILURE TO PAY OR DELIVER. Failure by the party to make when due
any payment under this Agreement or delivery under Section
2(a)(i) or 2(e) required to be made by it if such failure is not
remedied at or before 10.00am on the tenth Business Day after
the due date;"
(iii) Section 5(b)(ii) will not apply to Party A as the Affected Party
(subject to Section 6(aa)(iii) of this Agreement, inserted by Part
5(13) of this Schedule).
(4) The "BANKRUPTCY" provisions of Section 5(a)(vii) do not apply to Party B
and are replaced by "An Insolvency Event under the Security Trust Deed has
occurred in respect of Party B in which case Party B will be the Defaulting
Party); or ". The occurrence of an Insolvency Event under the Security
Trust Deed in respect of Party B in its personal capacity will not
constitute an Event of Default provided that within thirty Business Days of
that occurrence, Party A and Party B are able to procure the novation of
this Agreement and all Transactions to a third party in respect of which
the Designated Rating Agencies confirm that the novation will not cause a
Note Downgrade, and Party A and Party B agree to execute such a novation
agreement in a form as published by the International Swaps and Derivatives
Association, Inc.
(5) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a):
will not apply to Party A.
will not apply to Party B.
(6) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
(i) Market Quotation will apply; and
(ii) the Second Method will apply.
(7) "TERMINATION CURRENCY" means US dollars provided that if the payment is
payable by Party B to Party A, the Termination Currency shall be in
Australian Dollars.
(8) "ADDITIONAL TERMINATION EVENT" means:
(i) An Event of Default (as defined in the Security Trust Deed) occurs
and the Security Trustee has declared, in accordance with the
Security Trust Deed, the Class A-1 Notes immediately due and payable
(and Party B is the Affected Party);
(ii) Party B becomes obliged to make a withholding or deduction in respect
of any Class A-1 Notes and the Class A-1 Notes are redeemed as a
result (and Party B is the Affected Party). Notwithstanding Section
6(b)(iv) of the Agreement, as a result thereof, Party B must give a
notice designating an Early Termination Date in respect of this
Agreement and all Transactions; or
(iii) Party A fails to comply with its obligations under Section 17(a) (and
Party A is the Affected Party and all Transactions are Affected
Transactions).
(iv) (XXXXX'X FIRST RATING TRIGGER COLLATERAL) Party A has failed to
comply with or perform any obligation to be complied with or
performed by Party A in accordance with the Credit Support Annex
entered into between Party A and Party B in relation to this Master
Agreement and either (A) the Second Rating Trigger Requirements do
not apply or (B) less than 30 Local Business Days have elapsed since
the last time the Second Rating Trigger Requirements ceased to apply.
With respect to this Additional Termination Event, Party A shall be
the sole Affected Party.
(v) (XXXXX'X SECOND RATING TRIGGER REPLACEMENT) (A) The Second Rating
Trigger Requirements apply and 30 or more Local Business Days have
elapsed since the last time the Second Rating Trigger Requirements
ceased to apply and (B) (i) at least one Eligible Replacement has
made a Firm Offer (which remains capable of becoming legally binding
upon acceptance) to be the transferee of a transfer to be made in
accordance with Part 5(28)(ii) below and/or (ii) at least one entity
with the First Trigger Required Ratings and/or the Second Trigger
Required Ratings has made a Firm Offer (which remains capable of
becoming legally
Page 2
binding upon acceptance by the offeree) to provide an Eligible
Guarantee in respect of all of Party A's present and future
obligations under this Agreement. With respect to this Additional
Termination Event, Party A shall be the sole Affected Party.
For the avoidance of doubt, no Additional Termination Event will constitute
an Event of Default.
(9) "TRANSFER TO AVOID TERMINATION EVENT". In Section 6(b)(ii) after the words
"another of its Offices or Affiliates" on the seventh line add "(in respect
of which the Designated Rating Agencies have given prior written
confirmation to the Manager that such a transfer will not result in a Note
Downgrade)".
(10) (i) In the TRANSFER provision of Section 7, add a new paragraph (c):
"(c) Party B may transfer to a Successor Trustee (as defined below) or
to avoid an Illegality as specified in Section 5(b)(i)."
(ii) Add a new paragraph to Section 7 immediately below paragraph (c):
"In the event that a trustee is appointed as a successor to Party B
under the Trust Deed ("SUCCESSOR TRUSTEE"), Party A undertakes that it
shall (unless, at the time the Successor Trustee is so appointed,
Party A is entitled to terminate the Transaction under Section 6, in
which case it may) novate to the Successor Trustee the Transaction on
the same terms or on other terms to be agreed between Party A, Party B
and the Successor Trustee, and give written notice to the Designated
Rating Agencies of such novation."
(11) The "TAX EVENT UPON MERGER" provisions of Section 5(b)(iii) will apply to
both parties, provided that Party A shall not be entitled to designate an
Early Termination Date by reason of a Tax Event Upon Merger in respect of
which it is the Affected Party.
Page 3
PART 2
TAX REPRESENTATIONS
(1) PAYER TAX REPRESENTATIONS
For the purpose of Section 3(e) of the Agreement, Party A will make the
following representation and Party B will make the following
representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant
to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement of the other party contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) of the Agreement by reason of
material prejudice to its legal or commercial position.
(2) PAYEE TAX REPRESENTATIONS
For the purpose of Section 3(f) of this Agreement:
Party A makes the following representations:
It is fully eligible for the benefits of the "Profits", "Business Profits"
or "Industrial or Commercial Profits" provision, as the case may be, the
"Interest" provision or the "Other Income" provision (if any) of the tax
treaty between the United Kingdom and Australia with respect to any payment
described in such provisions and received or to be received by it in
connection with this Agreement and no such payment is attributable to a
trade or business carried on by it through a permanent establishment in
Australia.
It is a non-U.S. branch of a foreign person for U.S. federal income tax
purposes.
Party B makes the following representations:
It is an Australian resident and does not derive payments under this
Agreement in part or in whole carrying on business in a country outside
Australia at or through a permanent establishment or itself in that
country.
The Trust is a non-U.S. branch of a foreign person for U.S. federal income
tax purposes.
Page 4
PART 3
AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following document as applicable:
PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENT FORM/DOCUMENT / CERTIFICATE DELIVERED 3(D) REPRESENTATION
----------------- --------------------------------- ------------------------ -------------------
Party B Legal opinions as to the validity Upon execution and No
and enforceability of the delivery of this
obligations of Party B under this Agreement
Agreement, the Trust Deed, the
Security Trust Deed and the Notes
in form and substance and issued
by legal counsel reasonably
acceptable to Party A
Party A and Party Certified copies of all corporate Upon execution and Yes
B authorisations (to be certified delivery of this
by an Authorised Officer of the Agreement or any
relevant party) and any other relevant Confirmation
documents with respect to the
execution, delivery and
performance of this Agreement and
each Confirmation
Party A and Party Certificate of authority and Upon execution and Yes
B specimen signatures of delivery of this
individuals executing this Agreement and
Agreement, Confirmations and each thereafter upon
Credit Support Document (as request of the other
applicable) party
Party B and Trust Copies (certified to be true Upon execution and Yes
Manager copies by an authorised signatory delivery of this
of Party B or the Trust Manager) Agreement
of the Trust Deed, the Security
Trust Deed, the Note Trust Deed
and the Supplementary Terms
Notice
Party B and Trust A copy (certified to be a true Promptly upon any such Yes
Manager copy by an authorised signatory document becoming
of Party B or the Trust Manager) effective in
of any document amending or accordance with its
varying the terms of the Trust terms
Deed, the Security Trust Deed,
the Note Trust Deed or the
Supplementary Terms Notice where
such amendment affects this
Agreement or Party A's rights or
obligations under this Agreement
Page 5
Party A A legal opinion as to the Upon execution and Yes
enforceability of the delivery of this
obligations of Party A under Agreement
this Agreement and each
Confirmation.
Page 6
PART 4
MISCELLANEOUS
(1) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement:
(a) Notices or communications to Party A (other than for Section 5 or 6
Notices) to be sent to the address listed in the Confirmation provided
by Party A or if prior to this Confirmation being received, to:
Address: c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx,
Xxxxxx, XX0X 0XX
Attention: Swaps Administration
Fax: 000 0000 0000
Telephone: 0207085 5000
Address for notices or communications to Party A for Section 5 or 6:
Address: c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx,
Xxxxxx, XX0X 0XX
Attention: Head of Legal, Global Banking & Markets
Fax: 000 0000 000 0
(b) All notices or communications to Party B under this Agreement shall be
sent to:
Perpetual Trustees Consolidated Limited
Attention: Manager, Securitisation
Telephone: Xxxxx 00, 000 Xxxx Xxxxxx, Xxxxxx, XXX 0000
Facsimile: 612 9221 7870
Telex: N/A
With a copy to the Manager:
Xxxxx 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Middle Office Compliance Manager
Telephone: (00) 0000 0000
Facsimile: (00) 0000 0000
Telex: N/A
(2) PROCESS AGENT. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not applicable
Party B appoints as its Process Agent: Not applicable
(3) OFFICES. The provisions of Section 10(a) will not apply to this Agreement.
(4) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(5) CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(6) CREDIT SUPPORT DOCUMENTS. Details of any Credit Support Document:
(i) In relation to Party A: Not applicable
(ii) In relation to Party B: Security Trust Deed
Page 7
(7) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A: the guarantor under
any Eligible Guarantee.
Credit Support Provider means in relation to Party B: Not applicable
(8) GOVERNING LAW. This Agreement and each Confirmation will be governed by,
and construed and enforced in accordance with, the laws in force in the
state of New South Wales and each party submits to the non-exclusive
jurisdiction of the courts of the state of New South Wales and the courts
of appeal from them.
(9) NETTING OF PAYMENTS Sub-paragraph (ii) of Section 2(c) of this Agreement
will apply to net Transactions in the same Confirmation and will not apply
to net Transactions specified in different Confirmations.
(10) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. For the purposes of Section 3(c), Party B is deemed not to have
any Affiliates.
(11) All payments to be made to Party B under this Agreement by Party A must be
made to the US$ Account. Any payment so made will, to the extent of that
payment, satisfy the relevant party's obligation to Party B in respect of
that payment.
Page 8
PART 5
OTHER PROVISIONS
(1) In Section 2(a)(i) add the following sentence:
"Each payment will be by way of exchange for the corresponding payment or
payments payable by the other party (if any)."
(2) In Section 2(a)(ii), after "freely transferable funds" add the words "save
as required by law, free of any set-off, counterclaim, deduction or
withholding (and except as expressly provided in this Agreement)."
(3) Insert new Sections 2(a)(iv) and 2(a)(v) immediately after Section
2(a)(iii) as follows:
"(iv) The condition precedent in Section 2(a)(iii)(1) does not apply to a
payment or delivery due to be made to a party if it has satisfied all
its payment and delivery obligations under Section 2(a)(i) of this
Agreement and has no future payment or delivery obligations, whether
absolute or contingent under Section 2(a)(i).
"(v) Where:
(1) payments are due pursuant to Section 2(a)(i) by Party A to Party
B (the "PARTY A PAYMENT") and by Party B to Party A (the "PARTY B
PAYMENT") on the same day; and
(2) the Security Trust Deed has become, and remains at that time,
enforceable,
then Party A's obligation to make the Party A Payment to Party B
shall be subject to the condition precedent (which shall be an
"applicable condition precedent" for the purpose of Section
2(a)(iii)(3)) that Party A first receives either:
(3) the Party B Payment; or
(4) confirmation from Party B's bank that it holds irrevocable
instructions to effect payment of the Party B Payment and that
cleared funds are available to make that payment."
(4) Add the following new sentence to Section 2(b):
"Each new account so designated must be in the same tax jurisdiction as the
original account."
(5) Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert the
following words instead:
"if and only if X is Party A and".
(6) In Section 2(d)(ii) insert the words "(if and only if Y is Party A)" after
the word "then" at the beginning of the last paragraph. Party B will have
no obligation to pay any amount to Party A under Section 2(d)(ii), and may
make any payment under or in connection with this Agreement net of any
deduction or withholding referred to in Section 2(d)(i).
(8) TELEPHONIC RECORDING. Each party:
(i) consents to the electronic recording of its telephone conversations
with the other party (or any of its associated persons) with or
without the use of an automated warning device; and
Page 9
(ii) acknowledges that such recordings and transcripts can be used as
evidence by another party in any dispute between them.
(9) FURTHER REPRESENTATIONS. Insert new Sections 3(g), 3(h) and 3(i)
immediately after Section 3(f) as follows:
"(g) NON ASSIGNMENT. Party B represents to Party A (which representations
will be deemed to be repeated by Party B on each date on which a
Transaction is entered into) that (absent a written agreement between
the parties that expressly imposes affirmative obligations to the
contrary for that Transaction) it has not assigned (whether
absolutely, in equity or otherwise) or declared any trust or given any
charge over any of its rights under this Agreement or any Transaction
(other than, in respect of Party B, the Trust created pursuant to the
Master Trust Deed and the charge given pursuant to the Security Trust
Deed).
(h) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent
to the other party on the date on which it enters into a Transaction
that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):
(i) NON-RELIANCE. It is acting for its own account (in the case of
Party B as trustee of the Trust), and it has made its own
independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based
upon its own judgment (and in the case of Party B, also on the
judgment of the Manager) and upon advice from such advisers as
it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as
a recommendation to enter into that Transaction; it being
understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee
as to the expected results of that Transaction.
(ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts,
the terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes (in the case of Party B,
subject to sub-paragraph (i)), the risks of that Transaction.
(iii) STATUS OF PARTIES. The other party is not acting as a fiduciary
for or an adviser to it in respect of that Transaction.
(i) TRUST. Party B represents to Party A, in respect of Party B only
(which representations will be deemed to be repeated by Party B on
each date on which a Transaction is entered into) that (absent a
written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) TRUST VALIDLY CREATED. The Trust has been validly created under
the laws by which it is stated to be governed and is in
existence at the date of this Agreement.
(ii) SOLE TRUSTEE. Party B has been validly appointed as trustee of
the Trust and is presently the sole trustee of the Trust.
(iii) NO PROCEEDINGS TO REMOVE. No notice has been given to Party B
and to Party B's knowledge no resolution has been passed, or
direction or notice has been given, removing Party B as trustee
of the Trust.
Page 10
(iv) POWER. Party B has power under the Trust Deed to enter into this
Agreement and the Security Trust Deed in its capacity as trustee
of the Trust.
(v) GOOD TITLE. Party B has equitable title to the Assets of the
Trust and has power under the Trust Deed to mortgage or charge
them in the manner provided in the Security Trust Deed and,
subject only to the Trust Deed, the Security Trust Deed and any
Security Interest permitted under the Trust Deed, as far as
Party B is aware, those Assets are free from all other Security
Interests (except for Party B's right of indemnity out of the
Assets of the Trust)."
(10) In Section 4, add the following new paragraph immediately after Section
4(e):
"(f) CONTRACTING AS PRINCIPAL. Party A will enter into each Transaction as
principal and not otherwise and, subject to Section 15, Party B will
enter into each Transaction in its capacity as trustee of the Trust
and not otherwise."
(11) EXCHANGE CONTROLS
Section 5(b)(i) (ILLEGALITY) is amended by adding the following paragraph
at the end:
"This sub-paragraph (i) does not apply to the imposition by the Australian
government or any agency of the Australian government of any exchange
control restrictions or prohibitions ("EXCHANGE CONTROLS")." For the
avoidance of doubt:
(A) exchange controls do not constitute an Illegality or other Termination
Event or an Event of Default under this Agreement, and do not entitle
a party to terminate a Transaction or otherwise refuse to make any
payments it is obliged to make under a Transaction: and
(B) if and for so long as exchange controls are imposed, delivery by Party
B of Australian dollar amounts required to be paid by it under any
relevant Confirmation to the bank account in Australia notified in
writing by Party A to Party B from time to time specified in that
Confirmation will constitute proper payment of those amounts by Party
B and Party A's obligations under this Agreement will be unaffected by
any such exchange controls."
(12) CONFIRMATIONS. For the purposes of Section 9(e)(ii), Party A will, on or
promptly after the relevant Trade Date, send Party B a confirmation
confirming that Transaction and Party B must (either itself or through the
Manager) promptly then confirm the accuracy of and sign and return, or
request the correction of the Confirmation. Notwithstanding the provisions
of Section 9(e)(ii), each Confirmation in respect of a Transaction which is
confirmed by electronic messaging system, an exchange of telexes or an
exchange of facsimiles will be further evidenced by an original
Confirmation signed by the parties, however any failure to sign an original
Confirmation will not affect the validity or enforcement of any
Transaction.
(13) Add a new Section 6(aa):
"(aa) RESTRICTED TERMINATION RIGHTS
(i) TERMINATION BY PARTY B: Party B must not designate an Early
Termination Date without the prior written consent of the Note
Trustee.
(ii) CONSULTATION: Each party may only designate an Early
Termination Date following prior consultation with the other
parties as to the timing of the Early Termination Date. Subject
to its duties under the Trust Deed and the Supplementary Terms
Notice, Party B may exercise any
Page 11
rights in its capacity as holder of the Purchased Receivables
only on the instructions of the Note Trustee and only after
consultation between Party A, the Manager and the Note Trustee.
(iii) PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:
(a) Notwithstanding Part 1(3)(iii) of this Schedule, Party A may
designate an Early Termination Date if it is an Affected
Party following a Tax Event but only if all Notes will be
redeemed at their Invested Amount (or, if the Noteholders by
Extraordinary Resolution have so agreed, at their Stated
Amount) together with accrued interest to (but excluding)
the date of redemption.
(b) If a Tax Event occurs where Party A is the Affected Party
and Party A is unable to transfer all its rights and
obligations under this Agreement and each Transaction to an
Affiliate pursuant to Section 6(b)(ii), Party A may, at its
cost, transfer all its rights, powers and privileges and all
its unperformed and future obligations under this Agreement
and each Transaction to any person provided that each
Designated Rating Agency has confirmed in writing that the
transfer will not result in a Note Downgrade.
(iv) TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any payment by
Party B to Party A under this Agreement is, or is likely to be,
made subject to any deduction or withholding on account of Tax,
Party B will endeavour to procure the substitution of Party B
as principal obligor under this Agreement in respect of each
Affected Transaction of a replacement Party B incorporated in
another jurisdiction approved by Party A and the Note Trustee
and in respect of which the Designated Rating Agencies confirm
that the substitution will not cause a Note Downgrade".
(14) In Section 6(b)(ii), add the words "so long as the transfer in respect of
that Transaction would not lead to a rating downgrade of any rated debt of
Party B that is secured under the Security Trust Deed" after the words
"ceases to exist" at the end of the first paragraph.
(15) In Section 6(d)(i), in the penultimate line, insert "in the absence of
manifest error" after the word "evidence".
(16) In Section 6(e), delete the sentence "The amount, if any, payable in
respect of an Early Termination Date and determined pursuant to this
Section will be subject to any Set-off." at the end of the first paragraph.
(17) ISDA DEFINITIONS. This Agreement, each Confirmation and each Transaction
are subject to the 2000 ISDA Definitions and the 1998 FX and Currency
Option Definitions (each as published by the International Swaps and
Derivatives Association, Inc) (together, the "ISDA Definitions"), and will
be governed in all respects by any provisions set forth in the ISDA
Definitions, without regard to any amendments to the ISDA Definitions made
after the date of this Agreement. The ISDA Definitions are incorporated by
reference in, and shall be deemed to be part of, this Agreement and each
Confirmation.
(18) SCOPE OF AGREEMENT.
Any reference to a:
(a) "Swap Transaction" in the ISDA Definitions is deemed to be a
reference to a "Transaction" for the purposes of interpreting this
Agreement or any Confirmation; and
Page 12
(b) "Transaction" in this Agreement or any Confirmation is deemed to be a
reference to a "Swap Transaction" for the purpose of interpreting the
ISDA Definitions.
(19) INCONSISTENCY. In the event of any inconsistency between any two or more of
the following documents in respect of a Transaction, they will take
precedence over each other in the following descending order in respect of
that Transaction:
(i) any Confirmation;
(ii) the Schedule to the Agreement and Credit Support Annex;
(iii) the printed form of the ISDA Master Agreement and the ISDA Credit
Support Annex;
(iv) the 1998 FX and Currency Option Definitions;
(v) the 2000 ISDA Definitions.
(20) Section 12 is amended as follows:
(i) In Section 12(a), insert "and settlement instructions requiring
payment to an entity other than the original counterparty" after
"Section 5 or 6" in line 2.
(ii) Section 12(a)(iii) is replaced with:
"(iii) if sent by facsimile transmission, on the date a transmission
report is produced by the machine from which the facsimile was
sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient notified for
the purpose of this Section, unless the recipient notifies the
sender within one Business Day of the facsimile being sent
that the facsimile was not received in its entirety and in
legible form."
(21) DEFINITIONS AND INTERPRETATION
Section 14 of the Agreement is modified as follows:
(a) New definitions are inserted as follows:
"NOTE DOWNGRADE" means any actual or proposed withdrawal or downgrade
of the rating assigned to any Notes by a Designated Rating Agency
which results or would result in any rating assigned to those Notes
being less than that specified in clause 4.2(f) of the Supplementary
Terms Notice.
"REPLACEMENT CURRENCY SWAP PROVIDER" means, at any time, a person
that has agreed to replace Party A at that time and has a credit
rating not less than the Required Rating.
"REQUIRED RATING" means a credit rating of not less than:
(i) A-1+ (short term) by S & P;
(ii) P-1 (short term) and A2 (long term) by Moody's; and
(iii) F1 (short term) and A+ (long term) by Fitch Ratings.
"SECURITY TRUST DEED" means the Security Trust Deed dated on or about
the date of this Agreement between Party B as issuing trustee,
Crusade Management Limited (ABN 90 072 715 916) as Manager, P.T.
Limited (ABN 67 004 454 666) as security trustee and The Bank of New
York as note trustee.
"SUPPLEMENTARY TERMS NOTICE" means the document, so entitled, dated
on or about the date of this Agreement between (among others) Party
B, Crusade Management Limited, Xx.Xxxxxx Bank Limited (ABN 92 055 513
070) and P.T. Limited.
Page 13
"TRUST DEED" means the Master Trust Deed dated 14 March 1998 between
(among others) Party B, Crusade Management Limited, Xx.Xxxxxx Bank
Limited and P.T. Limited, as amended by the Supplementary Terms
Notice.
(b) TRUST DEED AND SECURITY TRUST DEED: The parties acknowledge and agree
and for the purposes of the Trust Deed and Security Trust Deed
(i) all Transactions under this Agreement are "Hedge Agreements";
(ii) Party A is a "Support Facility Provider",
(iii) all obligations of Party B under this Agreement and any/all
Transactions under it are Secured Moneys.
(c) Unless defined in this Agreement, words and phrases defined in the
Trust Deed, the Security Trust Deed and the Supplementary Terms Notice
(each in the form as at the date of this Agreement) have the same
meaning in this Agreement. Where there is any inconsistency in a
definition between this Agreement (on the one hand) and the Trust
Deed, Security Trust Deed or the Supplementary Terms Notice (on the
other hand), this Agreement prevails. Where words or phrases used but
not defined in this Agreement are defined in the Trust Deed in
relation to a Trust (as defined in the Trust Deed) such words or
phrases are to be construed in this Agreement, where necessary, as
being used only in relation to the Trust (as defined in the
Supplementary Terms Notice).
(d) Where in this Agreement a word or expression is defined by reference
to its meaning in another Transaction Document or there is a reference
to another Transaction Document or to a provision of another
Transaction Document, any amendment to the meaning of that word or
expression or to that other Transaction Document or provision (as the
case may be) will be of no effect for the purposes of this Agreement
unless and until the amendment is consented to by the parties to this
Agreement.
(22) New Sections 15 and 16 are inserted immediately after Section 14 as
follows:
"15. PARTY B PROVISIONS
(a) (A) General
Clause 30 of the Trust Deed applies to the obligations and
liabilities of Party B under this Agreement. Clause 16 of the
Security Trust Deed applies to govern Party A's priority to
monies received from the sale of Assets of the Trust or other
enforcement of the Charge under the Security Trust Deed (as
defined in the Security Trust Deed).
(B) Limitation of Party B's Liability
(1) Party B enters into this Agreement only in its capacity as
trustee of the Trust and in no other capacity (except where
the Transaction Documents provide otherwise). Subject to
paragraph (3) below, a liability arising under or in
connection with this Agreement or the Trust can be enforced
against Party B only to the extent to which it can be
satisfied out of the assets and property of the Trust which
are available to satisfy the right of Party B to be
exonerated or indemnified for the liability. This limitation
of Party B's liability applies despite any other provision
of this Agreement and extends to all liabilities and
obligations of Party B in any way connected with any
representation, warranty, conduct, omission, Agreement or
transaction related to this Agreement or the Trust.
(2) Subject to subparagraph (3) below, no person (including any
Relevant Party) may take action against Party B in any
Page 14
capacity other than as trustee of the Trust or seek the
appointment of a receiver (except under this Agreement), or
a liquidator, an administrator or any similar person to
Party B or prove in any liquidation, administration or
arrangements of or affecting Party B.
(3) The provisions of this Section 15 shall not apply to any
obligation or liability of Party B to the extent that it is
not satisfied because under a Transaction Document or by
operation of law there is a reduction in the extent of Party
B's indemnification or exoneration out of the Assets of the
Trust as a result of Party B's fraud, negligence, or
Default.
(4) It is acknowledged that the Relevant Parties are responsible
under the Transaction Documents for performing a variety of
obligations relating to the Trust (other than Party A in its
capacity as currency swap provider under this Agreement, in
respect of which its obligations are limited to this
Agreement). No act or omission of Party B (including any
related failure to satisfy its obligations under this
Agreement) will be considered fraud, negligence or Default
of Party B for the purpose of subparagraph (3) above to the
extent to which the act or omission was caused or
contributed to by any failure by any Relevant Party or any
person who has been delegated or appointed by Party B in
accordance with this Agreement or any other Transaction
Document to fulfil its obligations relating to the Trust or
by any other act or omission of a Relevant Party or any such
person.
(5) In exercising their powers under the Transaction Documents,
each of Party B, the Security Trustee and the Noteholders
must ensure that no attorney, agent, delegate, receiver or
receiver and manager appointed by it in accordance with this
Agreement has authority to act on behalf of Party B in a way
which exposes Party B to any personal liability and no act
or omission of any such person will be considered fraud,
negligence, or Default of Party B for the purpose of
subparagraph (3) above.
(6) In this clause, RELEVANT PARTIES means each of the Manager,
the Servicer, the Calculation Agent, the Note Registrar,
each Paying Agent, the Note Trustee, and the provider of a
Support Facility.
(7) Nothing in this clause limits the obligations expressly
imposed on Party B under the Transaction Documents.
(b) Nothing in paragraph (a) or (c) limits Party A in:
(i) obtaining an injunction or other order to restrain any
breach of this Agreement by Party B;
(ii) obtaining declaratory relief;
(iii) in relation to its rights under the Security Trust Deed; or
(iv) taking any legal action against Party B in its personal
capacity under or as a result of the operation of Section
15(a)(B)(3).
(c) Except as provided in paragraphs (a) and (b), Party A shall not:
(i) (JUDGMENT) obtain a judgment for the payment of money or
damages by Party B;
Page 15
(ii) (STATUTORY DEMAND) issue any demand under s459E(1) of the
Corporations Xxx 0000 (Cth) (or any analogous provision
under any other law) against Party B;
(iii) (WINDING UP) apply for the winding up or dissolution of
Party B;
(iv) (EXECUTION) levy or enforce any distress or other execution
to, on, or against any assets of Party B;
(v) (COURT APPOINTED RECEIVER) apply for the appointment by a
court of a receiver to any of the assets of Party B;
(vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
set-off or counterclaim against Party B; or
(vii) (ADMINISTRATOR) appoint, or agree to the appointment, of
any administrator to Party B,
or take proceedings for any of the above and Party A waives its
rights to make those applications and take those proceedings."
"16. REPLACEMENT CURRENCY SWAP
(a) If this Agreement or any Transaction under this Agreement is
terminated prior to the day upon which the Class A-1 Notes are
repaid in full, Party B must, subject to paragraph (b), enter
into one or more currency swaps which replace the Transactions
under this Agreement (collectively a "REPLACEMENT CURRENCY SWAP")
but only on the following conditions:
(i) the Settlement Amount payable (if any) by Party B to Party
A upon termination of this Agreement or any Transaction
will be paid in full when due in accordance with the
Supplementary Terms Notice and this Agreement;
(ii) the Designated Ratings Agencies confirm that entry into the
Replacement Currency Swap by Party B will not cause a Note
Downgrade; and
(iii) the liability of Party B under the Replacement Currency
Swap is limited to at least the same extent that its
liability is limited under this Agreement or the relevant
Transaction under this Agreement.
(b) If Party B enters into the Replacement Currency Swap pursuant to
paragraph (a) it must direct the Replacement Currency Swap
Provider to pay any upfront premium to enter into the Replacement
Currency Swap due to Party B directly to Party A in satisfaction
of and to the extent of Party B's obligation to pay the
Settlement Amount to Party A as referred to in Section 16(a) and
to the extent that such premium is not greater than or equal to
the Settlement Amount, the balance must be satisfied by Party B
as a Trust Expense.
(c) If Party B enters into a Replacement Currency Swap pursuant to
paragraph (a) and a Settlement Amount is payable by Party A,
Party B (either itself or through the Manager) must direct Party
A to pay any Settlement Amount payable by Party A to Party B on
termination of this Agreement or any Transaction directly to the
Replacement Currency Swap Provider as payment and to the extent
of any premium payable by Party B to enter into the Replacement
Currency Swap, in satisfaction of and to the extent of Party A's
obligation to pay that part of the Settlement Amount to Party B."
(23) APPOINTMENT OF TRUST MANAGER: Party A acknowledges that under the Trust
Deed, Party B has appointed the Trust Manager as manager of the Trust with
the powers set out
Page 16
in and upon and subject to the terms of, the Trust Deed. Accordingly,
subject to the terms of the Trust Deed, the Trust Manager:
(i) may arrange, enter into, and monitor Transactions, execute
Confirmations and exercise all other rights and powers of Party
B under this Agreement; and
(ii) without limiting the generality of the foregoing, the Trust
Manager shall, issue and receive, on behalf of Party B all
notices, Confirmations, certificates and other communications to
or by Party A under this Agreement.
(24) A new Section 17 is added as follows:
"(17) RATINGS EVENT
(A) RATINGS DOWNGRADE OF PARTY A - STANDARD & POOR'S RATING SERVICES, A
DIVISION OF THE XXXXXX-XXXX COMPANIES INC. ("S&P")
(i) Initial S&P Note Downgrade Event
In the event that an Initial S&P Note Downgrade Event occurs,
then Party A will, within 30 days of the occurrence of such
Initial S&P Note Downgrade Event, at its own cost, either:
(A) provide collateral in the form of cash and/or securities or
both in support of its obligations under this Agreement in
accordance with the provisions of the Credit Support Annex,
provided that such posting of collateral shall, if required
by S&P at the time of such posting, be subject to Party A
obtaining legal opinions satisfactory to S&P in relation to
such posting; or
(B) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party whose
short-term, unsecured and unsubordinated debt obligations
are rated at least as high as "A-l+" (or its equivalent) by
S&P or, in either case, such other rating as is commensurate
with the rating assigned to the Notes by S&P from time to
time; or
(C) procure another person to become co-obligor or guarantor in
respect of the obligations of Party A under this Agreement
whose short-term, unsecured and unsubordinated debt
obligations are rated at least as high as "A-l+" (or its
equivalent) by S&P or, in either case, such other rating as
is commensurate with the rating assigned to the Notes by S&P
from time to time; or
(D) take such other action as will result in the rating of the
Notes by S&P following the taking of such action being
maintained at, or restored to, the level it was at
immediately prior to such Initial S&P Note Downgrade Event.
If any of sub-paragraphs (A)(i)(B), (A)(i)(C) or (A)(i)(D) above
are satisfied at any time, all collateral (or the equivalent
thereof, as appropriate) transferred by Party A pursuant to
subparagraph (A)(i)(A) above will be transferred back to Party
A, and Party A will not be required to transfer any additional
collateral in respect of such particular Initial S&P Note
Downgrade Event.
(ii) Subsequent S&P Note Downgrade Event
(A) Party A shall, within 10 days of the occurrence of a
Subsequent S&P Note Downgrade Event, at its own cost and
expense, take
Page 17
the action set out in one of subparagraphs (A)(i)(B),
(A)(i)(C) or (A)(i)(D) above; and
(B) if, at the time a Subsequent S&P Note Downgrade Event
occurs, Party A has provided collateral in accordance with
the provisions of the Credit Support Annex pursuant to
sub-paragraph (A)(i)(A) above following an Initial S&P Note
Downgrade Event, it will continue to provide collateral
notwithstanding the occurrence of such Subsequent S&P Note
Downgrade Event until such time as the action in
sub-paragraph (A)(ii)(A) above has been taken.
If the action set out in sub-paragraph (A)(ii)(A) above is taken
at any time, all collateral (or the equivalent thereof, as
appropriate) transferred by Party A pursuant to sub-paragraph
(A)(i)(A) and/or (A)(ii)(B) above will be transferred back to
Party A, and Party A will not be required to transfer any
additional collateral in respect of such Subsequent S&P Note
Downgrade Event.
(iii) Additional Termination Events
If Party A does not take any of the measures described in
sub-paragraphs (A)(i) or (A)(ii) above such failure shall not be
or give rise to an Event of Default but shall constitute an
Additional Termination Event with respect to Party A and shall
be deemed to have occurred on the thirtieth day following the
Initial S&P Note Downgrade Event or the tenth day following the
Subsequent S&P Note Downgrade Event, as applicable, with Party A
as the sole Affected Party.
However, in the event that Party B were to designate an Early
Termination Date and there is a payment due to Party A, Party B
may only designate such an Early Termination Date in respect of
an Additional Termination Event under this sub-paragraph
(A)(iii) if Party B has found a replacement counterparty willing
to enter into a new transaction with Party B on terms that
reflect as closely as reasonably possible the economic, legal
and credit terms of the Terminated Transaction with Party A. The
costs incurred by Party B arising directly from Party B finding
or attempting to find such a replacement counterparty will be
reimbursed by Party A.
(iv) S&P Definitions
For the purposes of this Agreement:
(A) an "INITIAL S&P NOTE DOWNGRADE EVENT" will occur where the
short-term, unsecured and unsubordinated debt obligations of
Party A, or any Credit Support Provider in respect of Party
A, cease to be rated at least as high as "A-l+" (or its
equivalent) by S & P; and
(B) a "SUBSEQUENT S&P NOTE DOWNGRADE EVENT" will occur where the
long-term, unsecured and unsubordinated debt obligations of
Party A, or any Credit Support Provider in respect of Party
A, cease to be rated at least as high as "BBB-" (or its
equivalent) by S&P.
(B) RATINGS DOWNGRADE OF PARTY A -XXXXX'X INVESTORS SERVICE LIMITED
("MOODY'S)
(i) Subsequent Moody's Note Downgrade Event
So long as the Second Rating Trigger Requirements apply, Party A
will at its own cost use commercially reasonable efforts to, as
soon as reasonably practicable, procure either (A) an Eligible
Guarantee in respect of all of Party A's present and future
obligations under this
Page 18
Agreement to be provided by a guarantor with the First Trigger
Required Ratings and/or the Second Trigger Required Ratings or
(B) a transfer in accordance with Part 5(27) below.
(ii) Additional Termination Events and Event of Default
Notwithstanding Sections 5(a)(i) and 5(a)(iii), any failure by
Party A to comply with or perform any obligation to be complied
with or performed by Party A under the Credit Support Annex
entered into between Party A and Party B in relation to this
Master Agreement shall not be an Event of Default unless (A) the
Second Rating Trigger Requirements apply and at least 30 Local
Business Days have elapsed since the last time the Second Rating
Trigger Requirements did not apply and (B) such failure is not
remedied on or before the third Local Business Day after notice
of such failure is given to Party A.
(iii) Moody's Definitions
For the purposes of this Agreement:
"ELIGIBLE GUARANTEE" means an unconditional and irrevocable
guarantee that is provided by a guarantor as principal debtor
rather than surety and is directly enforceable by Party B, where
either (A) a law firm has given a legal opinion confirming that
none of the guarantor's payments to Party B under such guarantee
will be subject to withholding for Tax or (B) such guarantee
provides that, in the event that any of such guarantor's
payments to Party B are subject to withholding for Tax, such
guarantor is required to pay such additional amount as is
necessary to ensure that the net amount actually received by
Party B (free and clear of any withholding tax) will equal the
full amount Party B would have received had no such withholding
been required.
"ELIGIBLE REPLACEMENT" means an entity (A) with the Second
Trigger Required Ratings or (B) whose present and future
obligations owing to Party B are guaranteed pursuant to an
Eligible Guarantee provided by a guarantor with the First
Trigger Required Ratings and/or the Second Trigger Required
Ratings provided that no entity shall be an Eligible Replacement
unless a legal opinion is given by a law firm confirming that
none of its payments to Party B under this Agreement will be
subject to deduction or withholding for Tax.
"FIRM OFFER" means an offer which, when made, was capable of
becoming legally binding upon acceptance.
"MOODY'S SHORT-TERM RATING" means a rating assigned by Moody's
under its short-term rating scale in respect of an entity's
short-term, unsecured and unsubordinated debt obligations.
"RELEVANT ENTITIES" means Party A and any guarantor under an
Eligible Guarantee in respect of all of Party A's present and
future obligations under this Agreement.
An entity shall have the "FIRST TRIGGER REQUIRED RATINGS" (A)
where such entity is the subject of a Moody's Short-term Rating,
if such rating is "Prime-1" and its long-term, unsecured and
unsubordinated debt or counterparty obligations are rated "A2"
or above by Moody's and (B) where such entity is not the subject
of a Moody's Short-term Rating, if its long-term, unsecured and
unsubordinated debt or counterparty obligations are rated "Al"
or above by Moody's.
The "SECOND RATING TRIGGER REQUIREMENTS" shall apply so long as
no Relevant Entity has the Second Trigger Required Ratings.
Page 19
An entity shall have the "SECOND TRIGGER REQUIRED RATINGS" (A)
where such entity is the subject of a Moody's Short-term Rating,
if such rating is "Prime-2" or above and its long-term, unsecured
and unsubordinated debt or counterparty obligations are rated
"A3" or above by Moody's and (B) where such entity is not the
subject of a Moody's Short-term Rating, if its long-term,
unsecured and unsubordinated debt or counterparty obligations are
rated "A3" or above by Moody's.
(C) RATINGS DOWNGRADE OF PARTY A - FITCH RATINGS LTD ("FITCH")
(i) Initial Fitch Note Downgrade Event
Party A will, on a reasonable efforts basis, within 30 days of
the occurrence of an Initial Fitch Note Downgrade Event, at its
own cost, either:
(A) provide collateral in accordance with the provisions of the
Credit Support Annex; or
(B) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party whose long-term,
unsecured and unsubordinated debt ratings are rated "A+" or
higher by Fitch, and whose short-term, unsecured and
unsubordinated debt ratings are rated "Fl" or higher by
Fitch or, in either case, such other rating as is
commensurate with the rating assigned to the Notes by Fitch
from time to time; or
(C) procure another person to become co-obligor or guarantor in
respect of the obligations of Party A under this Agreement
whose long-term, unsecured and unsubordinated debt ratings
are rated "A+" or higher by Fitch, and whose short-term,
unsecured and unsubordinated debt ratings are rated "F1" or
higher by Fitch or, in either case, such other rating as is
commensurate with the rating assigned to the Notes by Fitch
from time to time; or
(D) take such other action as Party A may agree with Fitch as
will result in the rating of the Notes then outstanding
being maintained at, or restored to, the level at which it
was immediately prior to such Initial Fitch Downgrade Event.
If any of sub-paragraphs (C)(i)(B), (C)(i)(C) or (C)(i)(D) are
satisfied at any time all collateral (or the equivalent thereof,
as appropriate) transferred by Party A pursuant to subparagraph
(C)(i)(A) will be transferred back to Party A and Party A will
not be required to transfer any additional collateral in
consequence of the particular Initial Fitch Note Downgrade Event.
(ii) First Subsequent Fitch Note Downgrade Event
Party A will:
(A) at its own cost, within 10 days of the occurrence of a First
Subsequent Fitch Note Downgrade Event provide collateral in
the form of cash or securities or both, in support of its
obligations under this Agreement in accordance with the
provisions of the Credit Support Annex and put in place
pursuant to sub-paragraph (C)(i)(A) above (provided that the
xxxx-to-market calculations and the correct and timely
posting of collateral thereunder are verified by an
independent third party); or
Page 20
(B) on a reasonable efforts basis, within 10 days of the
occurrence of a First Subsequent Fitch Note Downgrade Event,
at its own cost, either:
(1) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party whose
long-term, unsecured and unsubordinated debt ratings
are rated "A+" or higher by Fitch, and whose
short-term, unsecured and unsubordinated debt ratings
are rated "Fl" or higher by Fitch or, in either case,
such other rating as is commensurate with the rating
assigned to the Notes by Fitch from time to time; or
(2) obtain a guarantee of its rights and obligations under
this Agreement from a third party whose long-term,
unsecured and unsubordinated debt ratings are rated
"A+" or higher by Fitch, and whose short-term,
unsecured and unsubordinated debt ratings are rated
"Fl" or higher by Fitch or, in either case, such other
rating as is commensurate with the rating assigned to
the Notes by Fitch from time to time; or
(3) take such other action as Party A may agree with Fitch
as will result in the rating of the Notes following the
taking of such action being maintained at, or restored
to, the level it was at immediately prior to such First
Subsequent Fitch Downgrade Event.
If any of sub-paragraphs (C)(ii)(B(1), (C)(ii)(B)(2) or
(C)(ii)(B)(3) above are satisfied at any time, all collateral
(or the equivalent thereof, as appropriate) transferred by Party
A pursuant to sub-paragraph (C)(ii)(A) above will be transferred
back to Party A and Party A will not be required to transfer any
additional collateral as a consequence of the particular First
Subsequent Fitch Note Downgrade Event.
(iii) Additional Termination Events
If Party A does not take any of the measures described in
sub-paragraphs (C)(i) or (C)(ii) above such failure shall not be
or give rise to an Event of Default but shall constitute an
Additional Termination Event with respect to Party A and shall
be deemed to have occurred on the thirtieth day following such
Initial Fitch Note Downgrade Event or on the tenth day following
such First Subsequent Fitch Note Downgrade Event, as the case
may be, with Party A as the sole Affected Party.
However, in the event that Party B were to designate an Early
Termination Date and there would be a payment due to Party A,
Party B may only designate such an Early Termination Date in
respect of an Additional Termination Event under this
sub-paragraph (C)(iv) if Party B has found a replacement
counterparty willing to enter a new transaction with Party B on
terms that reflect as closely as reasonably possible the
economic, legal and credit terms of the Terminated Transaction
with Party A. The costs incurred by Party B arising directly
from Party B finding or attempting to find such a replacement
counterparty will be reimbursed by Party A.
(iv) Fitch Definitions
For the purposes of this Agreement:
an "INITIAL FITCH NOTE DOWNGRADE EVENT" will occur where, the
long-term, unsecured and unsubordinated debt obligations of
Party A or, if relevant, any Credit Support Provider in respect
of Party A cease to be rated "A+" or higher by Fitch or the
short-term, unsecured and
Page 21
unsubordinated debt obligations of Party A or any Credit Support
Provider in respect of Party A, cease to be rated "Fl" or higher
by Fitch; and
a "FIRST SUBSEQUENT FITCH NOTE DOWNGRADE EVENT" will occur
where, the long-term, unsecured and unsubordinated debt
obligations of Party A or, if relevant, any Credit Support
Provider in respect of Party A, cease to be rated "BBB+" or
higher by Fitch or the short-term, unsecured and unsubordinated
debt obligations of Party A (or its successor) or any Credit
Support Provider in respect of Party A (or its successor), cease
to be rated "F2" or higher by Fitch.
(25) PARTY B'S PAYMENT INSTRUCTIONS. Party B irrevocably authorises and
instructs Party A to make payment of:
(a) the "Initial Exchange Amount" payable by Party A under a currency swap
transaction by paying that amount direct to the account notified in
writing by Party B to Party A for that purpose; and
(b) any other amount due from Party A to Party B under this Agreement by
paying that amount direct to the Principal Paying Agent to the account
outside Australia notified in writing by the Principal Paying Agent to
Party A for that purpose. Party A is entitled to rely on any such
notice.
(26) NO AMENDMENT. Party B agrees that it will not consent to any amendment to
any provision in any Transaction Document dealing with the ranking,
priority or entitlement of Party A in respect of any security or moneys
without the prior written consent of Party A (which will not be
unreasonably withheld).
(27) TRANSFER.
(a) Section 6(b)(ii) of this Agreement shall apply, provided that the
words "or if a Tax Event Upon Merger occurs and the Burdened Party is
the Affected Party" is deleted.
(b) Section 7 of this Agreement shall not apply to Party A, who shall be
required to comply with, and shall be bound by, the following:
Without prejudice to Section 6(b)(ii) Party A may transfer all its
interest and obligations in and under this Agreement to any other
entity (a "Transferee"), provided that:
(i) it has given five Local Business Days' prior written notice to
Party B;
(ii) the Transferee's long-term, unsecured and unsubordinated debt
obligations are then rated not less than "A+" by Fitch and its
short-term, unsecured and unsubordinated debt obligations are
then rated not less than "A-l+" by S&P and "Fl" by Fitch or
such Transferee's obligations under this Agreement are
guaranteed by an entity whose long-term, unsecured and
unsubordinated debt obligations are then rated not less than
"A+" by Fitch and whose short-term, unsecured and
unsubordinated debt obligations are then rated not less than
"A-l+" by S&P and "Fl" by Fitch;
(iii) as of the date of such transfer the Transferee will not, as a
result of such transfer, be required to withhold or deduct on
account of Tax under this Agreement;
(iv) a Termination Event or an Event of Default does not occur under
this Agreement as a result of such transfer;
Page 22
(v) no additional amount will be payable by Party B to Party A or
the Transferee on the next succeeding Interest Payment Date as
a result of such transfer; and
(vi) (if the Transferee is domiciled in a different country from
both Party A and Party B) S&P and Fitch have provided prior
written notification that the then current ratings of the Notes
will not be adversely affected;
(vii) the Transferee is an Eligible Replacement; and
(viii) if an entity has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance) to be the transferee
of a transfer to be made in accordance with (vii) above, Party
B shall (at Party A's cost) at Party A's written request, take
any reasonable steps required to be taken by it to effect such
transfer.
Following such transfer all references to Party A shall be deemed to
be references to the Transferee.
(28) CALCULATION OF PAYMENTS ON EARLY TERMINATION
Notwithstanding Section 6 of this Agreement, so long as Party A is (A) the
Affected Party in respect of an Additional Termination Event or a Tax Event
Upon Merger or (B) the Defaulting Party in respect of any Event of Default,
paragraphs (i) to (vi) below shall apply:
(i) The definition of "Market Quotation" shall be deleted in its entirety
and replaced with the following:
""MARKET QUOTATION" means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by a Reference
Market-maker that is an Eligible Replacement, (2) for an amount that
would be paid to Party B (expressed as a negative number) or by Party
B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a
transaction (the "Replacement Transaction") that would have the effect
of preserving for such party the economic equivalent of any payment or
delivery (whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated
Transactions or group of Terminated Transactions that would, but for
the occurrence of the relevant Early Termination Date, have been
required after that Date, (3) made on the basis that Unpaid Amounts in
respect of the Terminated Transaction or group of Transactions are to
be excluded but, without limitation, any payment or delivery that
would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included and (4) made in respect
of a Replacement Transaction with terms substantially the same as
those of this Agreement (save for the exclusion of provisions relating
to Transactions that are not Terminated Transactions)."
(ii) The definition of "Settlement Amount" shall be deleted in its entirety
and replaced with the following:
""SETTLEMENT AMOUNT" means, with respect to any Early Termination
Date, an amount (as determined by Party B) equal to the Termination
Currency Equivalent of the amount (whether positive or negative) of
any Market Quotation for the relevant Terminated Transaction or group
of Terminated Transactions that is accepted by Party B so as to become
legally binding, provided that:
Page 23
(1) If, on the day falling ten Local Business Days after the day on
which the Early Termination Date is designated or such later day
as Party B may specify in writing to Party A (but in either case
no later than the Early Termination Date) (such day the "LATEST
SETTLEMENT AMOUNT DETERMINATION DAY"), no Market Quotation for
the relevant Terminated Transaction or group of Terminated
Transactions has been accepted by Party B so as to become legally
binding and one or more Market Quotations have been made and
remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal the Termination Currency Equivalent
of the amount (whether positive or negative) of the lowest of
such Market Quotations; and
(2) If, on the Latest Settlement Amount Determination Day, no Market
Quotation for the relevant Terminated Transaction or group of
Terminated Transactions is accepted by Party B so as to become
legally binding and no Market Quotations have been made and
remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal Party B's Loss (whether positive or
negative and without reference to any Unpaid amounts) for the
relevant Terminated Transaction or group of Terminated
Transactions.
(iii) For the purpose of paragraph (4) of the definition of Market
Quotation, Party B shall determine in its sole discretion, acting in
a commercially reasonable manner, whether a Firm Offer is made in
respect of a Replacement Transaction with terms substantially the
same as those of this Agreement (save for the exclusion of provisions
relating to Transactions that are not Terminated Transactions).
(iv) At any time on or before the Latest Settlement Amount Determination
Day at which two or more Market Quotations remain capable of becoming
legally binding upon acceptance, Party B shall be entitled to accept
(whether positive or negative) only the lowest of such Market
Quotations.
(v) If Party B requests Party A in writing to obtain Market Quotations,
Party A shall use its reasonable efforts to do so before the Latest
Settlement Amount Determination Day.
(vi) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of
this Agreement shall be deleted in its entirety and replaced with the
following:
"Second Method and Market Quotation. If Second Method and Market
Quotation apply, (1) Party B shall pay to Party A an amount equal to
the absolute value of the Settlement Amount in respect of the
Terminated Transactions, (2) Party B shall pay to Party A the
Termination Currency Equivalent of the Unpaid Amounts owing to Party A
and (3) Party A shall pay to Party B the Termination Currency
Equivalent of the Unpaid Amounts owing to Party B, Provided that, (i)
the amounts payable under (2) and (3) shall be subject to netting in
accordance with Section 2(c) of this Agreement and (ii)
notwithstanding any other provision of this Agreement, any amount
payable by Party A under (3) shall not be netted-off against any
amount payable by Party B under (1)."
Please confirm your agreement to the terms of the foregoing Schedule by signing
below.
NATIONAL WESTMINSTER BANK PLC PERPETUAL TRUSTEES CONSOLIDATED LIMITED
AS TRUSTEE OF THE TRUST
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Ruver
--------------------------------- -----------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx Ruver
Title: Legal Counsel, Australia Title: Manager
Page 24
CRUSADE MANAGEMENT LIMITED
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Attorney
Page 25
PARAGRAPH 11. ELECTIONS AND VARIABLES
(a) BASE CURRENCY AND ELIGIBLE CURRENCY.
(i) "Base Currency" means Termination Currency.
(ii) "Eligible Currency" means the Base Currency and each other currency
specified here: Sterling and Euros.
(b) CREDIT SUPPORT OBLIGATIONS.
(i) DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.
(A) "DELIVERY AMOUNT": Paragraph 2(a) shall apply, except that the
words, "upon a demand made by the Transferee" shall be deleted
and the word "that" on the second line of Paragraph 2(a) shall be
replaced with the word "a".
(B) "RETURN AMOUNT" has the meaning as specified in Paragraph 2(b).
(C) "CREDIT SUPPORT AMOUNT" has the meaning specified under the
relevant definition of Ratings Agency Requirement if their
Ratings Agency Requirement applies. In circumstances where more
than one of the Ratings Agency Requirements apply to Party A, the
Credit Support Amount shall be calculated by reference to the
Ratings Agency Requirement which would result in Party A
transferring the greatest amount of Eligible Credit Support.
Under no circumstances will Party A be required to transfer more
Eligible Credit Support than the greatest amount calculated in
accordance with the Ratings Agency Requirement set out below.
(ii) ELIGIBLE CREDIT SUPPORT. The following items will qualify as "Eligible
Credit Support" for Party A:
VALUATION
PERCENTAGE
----------
(A) cash in the Base Currency 100%
(B) Cash in an Eligible Currency other than the Base Currency 94%
(C) negotiable debt obligations issued by the U.S. Treasury 99%
Department having a residual maturity on such date of less than 1
year (with local and foreign currency issuer ratings of Aa2 or
above by Xxxxx'x or AA or above by S&P)
(D) negotiable debt obligations issued by the U.S. Treasury 98.5%
Department having a residual maturity on such date equal to or
greater than 1 year but less than 3 years (with local and foreign
currency issuer ratings of Aa2 or above by Xxxxx'x or AA or above
by S&P)
(E) negotiable debt obligations issued by the U.S. Treasury 97%
Department having a residual maturity on such date equal to or
greater than 3 years but less than 5 years (with local and
foreign currency issuer ratings of Aa2 or above by Xxxxx'x or AA
or above by S&P)
(F) negotiable debt obligations issued by the U.S. Treasury 95.8%
Department having a residual maturity on such date equal to or
greater than 5 years but less than 7 years (with local and
foreign currency issuer ratings of Aa2 or above by Xxxxx'x or AA
or
Page 1
above by S&P)
(G) negotiable debt obligations issued by the U.S. Treasury 95%
Department having a residual maturity on such date equal to or
greater than 7 year but less than 10 years (with local and
foreign currency issuer ratings of Aa2 or above by Xxxxx'x or AA
or above by S&P)
(H) negotiable debt obligations of the United Kingdom having a 99%
residual maturity on such date of less than 1 year (with local
and foreign currency issuer ratings of Aa2 or above by Xxxxx'x or
AA or above by S&P)
(I) negotiable debt obligations of the United Kingdom having a 97.1%
residual maturity on such date equal to or greater than 1 year
but less than 3 years (with local and foreign currency issuer
ratings of Aa2 or above by Xxxxx'x or AA or above by S&P)
(J) negotiable debt obligations of the United Kingdom having a 92.1%
residual maturity on such date equal to or greater than 3 year
but less than 5 years (with local and foreign currency issuer
ratings of Aa2 or above by Xxxxx'x or AA or above by S&P)
(K) negotiable debt obligations of the United Kingdom having a 88.8%
residual maturity on such date equal to or greater than 5 year
but less than 7 years (with local and foreign currency issuer
ratings of Aa2 or above by Xxxxx'x or AA or above by S&P)
(L) negotiable debt obligations of the United Kingdom with a residual 85.4%
maturity on such date equal to or greater than 7 years but less
than 10 years (with local and foreign currency issuer ratings of
Aa2 or above by Xxxxx'x or AA or above by S&P)
or such higher percentage or any other item (and applicable Valuation
Percentage for such other item) as may be agreed between Party A,
Party B and the relevant rating agencies from time to time; and
provided that:
(a) where the Fitch Requirements apply, the Valuation Percentage
shall be the lower of the Valuation Percentages specified above
and either (1) the relevant percentage determined by reference to
the table headed "Fitch Advance Rates (%)" appearing in Appendix
A hereto (if applicable), or (2) in relation to a type of
Eligible Credit Support not listed in that table, such percentage
as may be agreed between Party A, Party B and Fitch from time to
time; and
(b) where the Xxxxx'x Requirements apply, the applicable Valuation
Percentage shall be the lower of the Valuation Percentages
specified above and either (1) the relevant percentage determined
by reference to the relevant table appearing in Appendix B
hereto, or (2) in relation to a type of Eligible Credit Support
not listed in that table, such percentage as may be agreed
between Party A, Party B and Xxxxx'x from time to time
(c) where the Credit Support Amount is transferred in a currency
other than the Termination Currency, the Valuation Percentage
specified above shall be reduced by 6%.
Where the ratings of the relevant agencies differ with respect to the
same negotiable debt obligation, the lower of the ratings shall apply.
For the purpose of this Annex, references to the "relevant rating
agency" shall mean the rating agency whose Ratings Agency Requirement
will be used to determine the amount of Eligible Credit Support that
Party A is required to transfer to Party B following a credit ratings
downgrade of Party A.
Page 2
(iii) THRESHOLDS.
(A) "INDEPENDENT AMOUNT" means, for Party A and Party B, with respect
to each Transaction, zero.
(B) "THRESHOLD" means, for Party A:
infinity, unless (A) (i) an Initial S&P Note Downgrade Event
and/or an Initial Fitch Note Downgrade Event has occurred AND
(ii) Party A has not otherwise complied with Section 17(A)(i)(B),
(C) or (D)and/or Section 17(C)(i)(B), (C) or (D), respectively,
of the Agreement, OR (B) (i) a Subsequent S&P Note Downgrade
Event and/or First Subsequent Fitch Note Downgrade Event has
occurred AND (ii) Party A has not otherwise complied with Section
17(A)(ii)(A) and/or Section 17(C)(ii)(B), (C) or (D) and/or
Section 17(C)(iii)(A), (B) or (C) respectively, of the Agreement
OR (C) so long as no Relevant Entity has the First Trigger
Required Ratings and either (i) no Relevant Entity has had the
First Trigger Required Ratings since this Annex was executed or
(ii) at least 30 Local Business days have elapsed since the last
time a Relevant Entity had the First Trigger Required Ratings,
then its Threshold shall be zero.
"THRESHOLD" means, for Party B: infinity
(C) "MINIMUM TRANSFER AMOUNT" means, with respect to Party A and
Party B, USD 50,000; provided, that if (1) an Event of Default
has occurred and is continuing with respect to Party A, or (2) an
Additional Termination Event has occurred in respect of which
Party A is an Affected Party, the Minimum Transfer Amount with
respect to such party shall be zero.
(D) "ROUNDING" The Delivery Amount and the Return Amount will be
rounded up to the nearest integral multiple of USD 10,000 and the
Return Amount will be rounded down to the nearest integral
multiple of USD 10,000, subject to the maximum Return Amount
being equal to the Credit Support Balance.
(iv) "EXPOSURE" has the meaning specified in Paragraph 10, except that (1)
after the word "Agreement" the words "(assuming, for this purpose
only, that Part 5(p) of the Schedule is deleted)" shall be inserted
and (2) at the end of the definition of Exposure, the words "with
terms substantially the same as those of this Agreement" shall be
added.
(c) VALUATION AND TIMING.
(i) "VALUATION AGENT" means, Party A in all circumstances.
(ii) "VALUATION DATE" means each Local Business Day.
(iii) "VALUATION TIME" means the close of business in the relevant market,
as determined by the Valuation Agent, on the Local Business Day
immediately preceding the Valuation Date or date of calculation, as
applicable, provided that the calculations of Value and Exposure
will, as far as practicable, be made as of approximately the same
time on the same date.
(iv) "NOTIFICATION TIME" means by 2:00 p.m., London time, on a Local
Business Day.
(d) EXCHANGE DATE. "Exchange Date" has the meaning specified in paragraph
3(c)(ii).
(e) DISPUTE RESOLUTION.
(i) "RESOLUTION TIME" means 2:00 p.m., London time, on the Local Business
Day following the date on which notice is given that gives rise to a
dispute under Paragraph 4.
(ii) "VALUE" For the purpose of Paragraph 4(a)(4)(i)(C) and 4(a)(4)(ii),
the Value of the outstanding Credit Support Balance or of any
transfer of Eligible Credit Support or Equivalent Credit Support, as
the case may be, will be calculated as follows:
(A) with respect to any Cash, the Base Currency Equivalent of the
amount thereof;
(B) with respect to any Eligible Credit Support or Equivalent Credit
Support other than Securities and Cash, the Base Currency
Equivalent of the fair market value thereof on
Page 3
such date, as determined in any reasonable manner chosen by the
Valuation Agent, multiplied by the applicable Valuation
Percentage; and
(C) with respect to any Eligible Credit Support or Equivalent Credit
Support comprising securities ("SECURITIES") the Base Currency
Equivalent of the sum of (a)(x) the last bid price on such date
for such Securities on the principal national securities exchange
on which such Securities are listed, multiplied by the applicable
Valuation Percentage; or (y) where any Securities are not listed
on a national securities exchange, the bid price for such
Securities quoted as at the close of business on such date by any
principal market maker (which shall not be and shall be
independent from the Valuation Agent) for such Securities chosen
by the Valuation Agent, multiplied by the applicable Valuation
Percentage; or (z) if no such bid price is listed or quoted for
such date, the last bid price listed or quoted (as the case may
be), as of the day next preceding such date on which such prices
were available, multiplied by the applicable Valuation
Percentage; plus (b) the accrued interest where applicable on
such Securities (except to the extent that such interest shall
have been paid to the Transferor pursuant to Paragraph 5(c)(ii)
or included in the applicable price referred to in subparagraph
(a) above) as of such date.
(iii) "ALTERNATIVE" The provisions of Paragraph 4 will apply.
(f) DISTRIBUTION AND INTEREST AMOUNT.
(i) "Interest Rate" The "Interest Rate" in relation to each Eligible
Currency specified below will be:
Eligible Currency Interest Rate
USD The overnight rate in U.S. Dollars published on
Reuters Page LIBOR01 for the relevant day at the
close of business in New York on such day.
EUR The overnight rate fixed for such day, as set
forth under the heading "EONIA" on Telerate Screen
Page 247, or if such page ceases to be available,
the relevant interest rate shall be determined by
reference to any successor page thereto.
GBP "XXXXX" for any day means the reference rate equal
to the overnight rate as calculated by the
Wholesale Market Brokers Association which appears
on Telerate Page 3937 under the heading "Sterling
Overnight Index" as of 9.00 a.m., London time, on
the first London Banking Day following that day.
For the avoidance of doubt, for the purposes of the above, "Telerate"
means, when used in connection with any designated page, the display
page so designated on Bridge's Telerate Service (or such other page
as may replace that page on that service, or such other service as
may be nominated as the information vendor, for the purpose of
displaying rates or prices comparable to the relevant interest rate
above).
(ii) "TRANSFER OF INTEREST AMOUNT" The transfer of the Interest
Amount will be made monthly on the second Local Business Day of
each calendar month to the extent that Party B has earned and
received such amount of interest and that a Delivery Amount
would not be created or increased by that transfer, and on any
other Local Business Day on which Equivalent Credit Support is
transferred to the Transferor pursuant to Paragraph 2(b),
provided that Party B shall only be obliged to transfer any
Interest Amount to Party A to the extent that it has actually
received such amount.
(iii) "ALTERNATIVE TO INTEREST AMOUNT" The provisions of Paragraph
5(c)(ii) will apply. For the purposes of calculating the
Interest Amount the amount of interest calculated for each day
of the Interest Period shall, with respect to any Eligible
Currency, be compounded daily.
Page 4
(iv) "INTEREST AMOUNT" The definition of "Interest Amount" shall be
deleted and replaced with the following:
"INTEREST AMOUNT" means, with respect to an Interest Period and
each portion of the Credit Support Balance comprised of cash in
an Eligible Currency, the sum of the amounts of interest
determined for each day in that Interest Period by the Valuation
Agent as follows:
(x) the amount of such currency comprised in the Credit Support
Balance at the close of business for general dealings in the
relevant currency on such day (or, if such day is not a
Local Business Day, on the immediately preceding Local
Business Day); multiplied by
(y) the relevant Interest Rate; divided by
(z) 360 (or in the case of pounds sterling, 365).
(g) ACCOUNT DETAILS.
Party A:
USD CASH
ACCOUNT WITH: JPMorgan Chase Bank, New York
ABA NO.: 000000000
ACCOUNT NO: 400930153
GBP CASH
ACCOUNT WITH: XXXXXX0X Royal Bank of Scotland,
Correspondent Banking,
London
BENEFICIARY: XXXXXX0X Royal Bank of Scotland,
Correspondent Banking,
London
ACCOUNT NO: 00000000
SORT CODE: 16-75-80
EUR CASH
ACCOUNT WITH: XXXXXX0X Royal Bank of Scotland,
Correspondent Banking,
London
BENEFICIARY: XXXXXX0X Royal Bank of Scotland,
Correspondent Banking,
London
ACCOUNT NO: RBSFMLON EURC
Party B: To be advised
(h) OTHER PROVISIONS.
(I) TRANSFER TIMING.
(A) The final paragraph of Paragraph 3(a) shall be deleted and
replaced with the following:
"Subject to Paragraph 4, and unless otherwise specified, any
transfer of Eligible Credit Support or Equivalent Credit Support
(whether by the Transferor pursuant to Paragraph 2(a) or by the
Transferee pursuant to Paragraph 2(b)) shall be made not later
than the close of business on the Settlement Day."
Page 5
(B) The definition of Settlement Day shall be deleted and replaced
with the following:
"SETTLEMENT DAY" means the next Local Business Day after the
Demand Date".
(C) For the purposes of this Paragraph 11(h)(i):
"DEMAND DATE" means, with respect to a transfer by a party:
(i) in the case of a transfer pursuant to Xxxxxxxxx 0, Xxxxxxxxx
3 or Paragraph 4(a)(2), the relevant Valuation Date. For the
avoidance of doubt, for the purposes of Paragraph 2 and
Paragraph 4(a)(2), the Transferor will be deemed to receive
notice of the demand by the Transferee to make a transfer of
Eligible Credit Support; and
(ii) in the case of a transfer pursuant to Paragraph 3(c)(ii)(A),
the date on which the Transferee has given its consent to
the proposed exchange.
For the avoidance of doubt, on each Demand Date the
Transferor shall deliver to the Transferee and the Trustee a
statement showing the amount of Eligible Credit Support to
be delivered.
(D) The words "or promptly following" shall be deleted from the
first and second lines of Paragraph 2(a).
(II) EARLY TERMINATION.
The heading for Paragraph 6 shall be deleted and replaced with "Early
Termination" and the following shall be added after the word
"Default" in the first line of Paragraph 6, "or a Termination Event
in relation to all (but not less than all) Transactions".
(III) COSTS OF TRANSFER ON EXCHANGE.
Notwithstanding Paragraph 8, the Transferor will be responsible for,
and will reimburse the Transferee for, all transfer and other taxes
and other costs involved in the transfer of Eligible Credit Support
either from the Transferor to the Transferee or from the Transferee
to the Transferor hereto.
(IV) CUMULATIVE RIGHTS.
The rights, powers and remedies of the Transferee under this Annex
shall be in addition to all rights, powers and remedies given to the
Transferee by the Agreement or by virtue of any statute or rule of
law, all of which rights, powers and remedies shall be cumulative and
may be exercised successively or concurrently without impairing the
rights of the Transferee in the Credit Support Balance created
pursuant to this Annex.
(V) SINGLE TRANSFEROR AND SINGLE TRANSFEREE.
Party A and Party B agree that, notwithstanding anything to the
contrary in this Annex, (including, without limitation, the recital
hereto, Paragraph 2 or the definitions in Paragraph 10), (a) the term
"Transferee" as used in this Annex means only Party B; (b) the term
"Transferor" as used in this Annex means only Party A; (c) only Party
A will be required to make Transfers of Eligible Credit Support
hereunder; and (d) in the calculation of any Credit Support Amount,
where the Transferee's Exposure would be expressed as a negative
number, such Exposure shall be deemed to be zero.
(VI) RATINGS AGENCY REQUIREMENTS.
"RATING AGENCY REQUIREMENTS" means the Moody's Requirements, the S&P
Requirements and the Fitch Requirements, as defined below.
The Moody's Requirements apply so long as no Relevant Entity has the
First Trigger Required Ratings and either (i) no Relevant Entity has
had the First Trigger Required Ratings since this
Page 6
Annex was executed or (ii) at least 30 Local Business days have
elapsed since the last time a Relevant Entity had the First Trigger
Required Ratings.
The S&P Requirements apply to Party A if an Initial S&P Note Downgrade
Event occurs and Party A has not otherwise complied with Section
17(A)(i)(B), (C) or (D) of the Agreement or if a Subsequent S&P Note
Downgrade Event occurs and Party A has not otherwise complied with
Section 17(A)(ii)(A) of the Agreement.
The Fitch Requirements apply to Party A if an Initial Fitch Note
Downgrade Event occurs and Party A has not otherwise complied with
Section 17(C)(i)(B), (C) or (D) of the Agreement or if a First
Subsequent Fitch Note Downgrade Event occurs and Party A has not
otherwise complied with Section 17(C)(ii)(B), (C) or (D) of the
Agreement.
MOODY'S REQUIREMENTS.
"CREDIT SUPPORT AMOUNT" shall be calculated in accordance with the
meaning specified in Paragraph 10, provided however, that the
"Transferee's Exposure" shall be replaced with the words "the
Additional Collateral Amount" in the second line thereof.
For such purposes "ADDITIONAL COLLATERAL AMOUNT" means:
(i) for so long as (A) no Subsequent Moody's Note Downgrade Event has
occurred and is continuing or (B) less than 30 Local Business Days
have elapsed since the last time no Subsequent Moody's Note Downgrade
Event had occurred and was continuing, with respect to a Valuation
Date, the greater of (1) zero and (2) the sum of (i) the Transferee's
Exposure and (ii) the lesser of:
(a) the sum of the Transaction Notional Amount(s) for each
outstanding Transaction under the Agreement (other than the
Transaction constituted by this Annex) multiplied by 0.025; and
(b) the sum of:
(A) the sum of the Transaction Notional Amount(s) for each
outstanding Transaction under the Agreement (other than
the Transaction constituted by this Annex) multiplied
by 0.01; and
(B) DV01 Multiplied by 10; and
(ii) for so long as a Subsequent Moody's Note Downgrade Event has
occurred and is continuing and 30 or more Local Business Days have
elapsed since the last time no Subsequent Moody's Note Downgrade Event
had occurred and was continuing, with respect to a Valuation Date, the
greater of:
(a) zero:
(b) the sum of the payment(s) (excluding any initial exchanges
and final exchanges), if any, due to be made by Party A on
the next scheduled payment date under each outstanding
Transaction under the Agreement (other than the Transaction
constituted by this Agreement); and
(c) the sum of (i) the Transferee's Exposure and (ii) the lesser
of:
(X) the sum of:
(i) DV01 multiplied by 30; and
(ii) the sum of the Transaction Notional Amount(s) for
each outstanding Transaction under the Agreement
(other than the Transaction constituted by this
Annex) multiplied by 0.06; and
(Y) the sum of the Transaction Notional Amount(s) for each
outstanding Transaction under the Agreement (other than
the Transaction constituted by this Annex) multiplied
by 0.11
In relation to the foregoing, Party A will, upon receipt of reasonable
notice from Moody's, demonstrate to Moody's the calculation by Party A
of the Transferee's Exposure.
Page 7
S&P REQUIREMENTS.
"CREDIT SUPPORT AMOUNT" shall mean with respect to a Transferor on a
Valuation Date:
(i) For a Cross-Currency Swap, an Interest Rate Swap or an Interest
Rate Cap, the greater of zero and the sum of:
(A) the Transferee's Exposure less the Threshold applicable to
the Transferor; and
(B) the sum of the Transaction Notional Amount(s) as defined in
the Confirmation for each outstanding Transaction (other
than the Transaction constituted by this Annex) under the
Agreement multiplied by the relevant volatility buffer as
set out in the S&P publication entitled "Global Interest
Rates and Currency Swaps: Calculating the Collateral
Amount" and dated 26 February 2004 ( the "S&P VB
PUBLICATION").
(ii) For a Basis Rate Swap, the greater of zero and the sum of:
(A) the Transferee's Exposure less the Threshold applicable to
the Transferor; and
(B) the sum of the Transaction Notional Amount(s) for each
outstanding Transaction (other than the Transaction
constituted by this Annex) under the Agreement multiplied
by 0.1 multiplied by the relevant volatility buffer as set
out in the S&P VB Publication.
FITCH REQUIREMENTS.
"CREDIT SUPPORT AMOUNT" shall mean at any time for the purposes of
the Fitch Requirements with respect to a Transferor on a Valuation
Date the result of the following formula:
max[MV plus VC multiplied by 105 per cent multiplied by N;0]
where:
"MAX" means maximum;
"MV" means the Transferee's Exposure less the Threshold applicable
to the Transferor;
"VC" means the applicable volatility cushion at that time determined
by reference to percentages set out in the table headed "Volatility
Cushion (%)" appearing at the end of Appendix 2 to the "Structured
Finance Criteria Report" published by Fitch and dated 13 September
2004; and
"N" means the sum of the Transaction Notional Amount(s) for each
outstanding Transaction under this Agreement (other than the
Transaction constituted by this Annex) at that time.
(VII) CALCULATIONS.
Paragraph 3(b) of this Annex shall be amended by inserting the words
"and shall provide each party (or the other party, if the Valuation
Agent is a party) with a description in reasonable detail of how
such calculations were made, upon request" after the word
"calculations" in the third line thereof.
(VIII) DEMANDS AND NOTICES.
All demands, specifications and notices under this Annex will be
made pursuant to Section 12 of this Agreement.
(IX) XXXX-TO-MARKET PROCEDURES FOLLOWING AN S&P RATING DOWNGRADE
If the short-term unsecured and unsubordinated debt obligations of
Party A (or its successor) or any Credit Support Provider from time
to time in respect of Party A cease to be rated at least as high as
"A-2" by S&P or if the long-term unsecured and unsubordinated debt
obligations of Party A (or its successor) or any Credit Support
Provider from time to time in respect of Party A cease to be rated
at least as high as BBB- by S&P, (1) Party A shall procure that the
monthly valuation of Party B's Exposure is valued by two independent
third parties that would be eligible and willing to be transferees
of Party A's benefits and obligations under this Agreement, on the
following basis: (x) the valuation may be obtained from the same
independent third party up to
Page 8
four times in any twelve month period; (y) Party B's Exposure, for the
purposes of posting collateral shall be deemed to be equal to the
highest of the two independent third party valuation bids and the
Credit Support Amount; (z) Party A shall provide S&P with the two
monthly independent third party valuations and its calculations
pursuant to Paragraph 3(b) in relation to the day on which the monthly
independent third party valuations are obtained; and (2) Party A shall
cure any deficiencies in the collateral posted with respect to the
relevant valuation within three days from such valuation.
(X) XXXX-TO-MARKET PROCEDURES FOLLOWING A FITCH RATING DOWNGRADE
If (i) the short-term unsecured and unsubordinated debt obligations of
Party A (or its successor) or any Credit Support Provider from time to
time in respect of Party A cease to be rated at least as high as "F2"
by Fitch, or (ii) the long-term unsecured and unsubordinated debt
obligations of Party A (or its successor) or any Credit Support
Provider from time to time in respect of Party A cease to be rated at
least "BBB+" by Fitch, (1) Party A shall procure that the monthly
valuation of Party B's Exposure is valued by an independent third
party that would be eligible and willing to be a transferee of Party
A's benefits and obligations under this Agreement on the basis that
Party A shall provide Fitch with the monthly independent third party
valuation and its calculations pursuant to Paragraph 3(b) in relation
to the day on which the monthly independent third party valuation is
obtained; and (2) Party A shall cure any deficiencies in the
collateral posted with respect to the relevant valuation within three
days from such valuation.
(XI) DEFINITIONS.
As used in this Annex, the following terms shall mean:
"CROSS-CURRENCY SWAP" means any cross-currency rate swap transaction
between Party A and Party B entered into pursuant to the Agreement as
evidenced by a Confirmation;
"DISTRIBUTIONS" means, with respect to any Eligible Credit Support
comprised in the Credit Support Balance consisting of securities, all
principal, interest and other payments and distributions of cash or
other property to which a holder of securities of the same type,
nominal value, description and amount as such Eligible Credit Support
would have actually received from time to time;
"DISTRIBUTION DATE" means, with respect to any Eligible Credit Support
comprised in the Credit Support Balance other than cash, each date on
which Party B would have received Distributions or, if that date is
not a Local Business Day, the next following Local Business Day;
"DV01" means the sum of the estimated change(s) in the mid-market
value for each outstanding Transaction under the Agreement (other than
the Transaction constituted by this Annex) that would result from a
one basis point change in the Relevant Swap Curve, as determined by
the Valuation Agent in good faith and in a commercially reasonable
manner in accordance with the relevant customary methodology used by
the Valuation Agent;
"FITCH" means Fitch Australia Pty Ltd and includes any successors
thereto;
"INTEREST RATE CAP" means any interest rate cap transaction entered
into pursuant to the Agreement between Party A and Party B as
evidenced by a Confirmation;
"INTEREST RATE SWAP" means any interest rate swap transaction entered
into pursuant to the Agreement between Party A and Party B as
evidenced by a Confirmation;
"BASIS RATE SWAP" means any libor basis rate swap transaction between
Party A and Party B entered into pursuant to the Agreement as
evidenced by a Confirmation.
"MOODY'S" means Xxxxx'x Investors Service Limited and includes any
successors thereto;
"RATING AGENCIES" means Xxxxx'x, S&P and Fitch;
"RELEVANT SWAP CURVE" means, in relation to a Transaction that is
cross-currency swap, the Swap Curve that, if it were the Relevant Swap
Curve, would produce the largest DV01;
"S&P" means Standard & Poor's Rating Services, a division of The
XxXxxx-Xxxx Companies Inc. and includes any successors thereto;
Page 9
"SWAP CURVE" means the USD LIBOR or BBSW swap curve, as determined by
Party A with reference to its own proprietary swap curves;
"TRANSACTION" means a Transaction entered into pursuant to this
Agreement; and
"TRANSACTION NOTIONAL AMOUNT" means in respect of a Valuation Date,
the Party A floating rate currency amount in respect of a
Cross-Currency Swap, or, in respect of an Interest Rate Swap, the
Notional Amount of such Interest Rate Swap, each as at such Valuation
Date.
Page 10
APPENDIX A - FITCH ADVANCE RATES TABLE
ADVANCE RATES (%)
Notes' Rating
Collateral -------------------------
Region Asset Rating Maturity (Yrs) AAA AA A BBB
------------------------------------------------------------------------
USD Gov AAA <=1 97.5 97.8 98.4 98.9
USD Gov AAA 1-3 94.7 95.3 95.9 96.5
USD Gov AAA 3-5 91.5 92.5 93.5 94.5
USD Gov AAA 5-7 89.0 90.1 91.2 92.3
USD Gov AAA 7-10 86.3 87.5 88.8 90.0
USD Gov AAA 10-20 83.0 84.5 86.0 87.5
USD Gov AAA 20+ 79.0 80.7 82.3 84.0
GBP Gov AAA < 1 97.5 98.0 98.4 98.9
GBP Gov AAA 1-3 94.7 95.3 95.9 96.5
GBP Gov AAA 3-5 91.5 92.5 93.5 93.9
GBP Gov AAA 5-7 88.8 90.1 91.1 91.5
GBP Gov AAA 7-10 86.3 87.5 88.8 90.0
GBP Gov AAA 15-20 86.7 88.7 89.6 90.1
GBP Gov AAA 20+ 83.0 84.5 86.0 87.5
USD CP F1+ 0.25 99.5 99.5 99.5 99.5
GBP CP F1+ 0.25 99.5 99.5 99.5 99.5
EUR CP F1+ 0.25 99.5 99.5 99.5 99.5
JPY CP F1+ 0.25 99.5 99.5 99.5 99.5
AUD CP F1+ 0.25 99.5 99.5 99.5 99.5
Source: FitchRatings
Page 00
XXXXXXXX X - MOODY'S VALUATION PERCENTAGES
Table 5A
VALUATION PERCENTAGES
Where Rated Liabilities are EURO Denominated
FIRST TRIGGER
BUSINESS DAYS RISK: = SECOND TRIGGER
2 BDS + POSTING FREQUENCY; = 32 BDS + POSTING FREQUENCY
---------------------------------------------------------
INSTRUMENT DAILY WEEKLY DAILY WEEKLY
-------------------------------------------------------------------------------------
EURO Cash 100% 100% 100% 100%
Sterling Cash 99% 98% 97% 96%
U.S. Dollar Cash 98% 97% 94% 93%
Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with
Remaining Maturity
< 1 Year 98% 97% 94% 93%
1 to 2 years 98% 97% 93% 92%
2 to 3 years 98% 97% 92% 91%
3 to 5 years 98% 97% 91% 90%
5 to 7 years 98% 97% 90% 88%
7 to 10 years 98% 97% 88% 87%
10 to 2O years 98% 97% 85% 83%
> 20 years 98% 97% 83% 81%
Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department
All Maturities 98% 97% 93% 92%
Fixed-Rate U.S. Agency Debentures With Remaining Maturity
< 1 Year 98% 97% 93% 92%
1 to 2 years 98% 97% 93% 91%
2 to 3 years 98% 97% 92% 90%
3 to 5 years 98% 97% 90% 89%
5 to 7 years 98% 97% 89% 87%
7 to 10 years 98% 97% 87% 86%
10 to 20 years 98% 97% 84% 82%
> 20 years 98% 97% 82% 80%
Floating-Rate U.S. Agency Debentures
All Maturities 98% 97% 92% 91%
Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining
Maturity
< 1 Year 100% 100% 100% 100%
1 to 2 years 100% 100% 99% 99%
2 to 3 years 100% 100% 98% 98%
3 to 5 years 100% 100% 96% 96%
5 to 7 years 100% 100% 95% 94%
7 to 10 years 100% 100% 94% 93%
10 to 20 years 100% 100% 89% 88%
> 20 years 100% 100% 87% 86%
Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above
All Maturities 100% 100% 99% 99%
Fixed-Rate United Kingdom Gilts with Remaining Maturity
< 1 Year 99% 98% 96% 95%
1 to 2 years 99% 98% 95% 94%
2 to 3 years 99% 98% 94% 93%
3 to 5 years 99% 98% 93% 92%
5 to 7 years 99% 98% 92% 91%
7 to 10 years 99% 98% 91% 90%
10 to 20 years 99% 98% 87% 85%
> 20 years 99% 98% 85% 84%
Floating-rate United Kingdom Gilts
All Maturities 99% 98% 96% 95%
Page 12
Table 5B
VALUATION PERCENTAGES
Where Rated Liabilities are STERLING Denominated
FIRST TRIGGER
BUSINESS DAYS RISK: SECOND TRIGGER
= 2 BDS+POSTING FREQUENCY; 32 BDS + POSTING FREQUENCY
---------------------------------------------------------
INSTRUMENT DAILY WEEKLY DAILY WEEKLY
-------------------------------------------------------------------------------------
Sterling Cash 100% 100% 100% 100%
EURO Cash 99% 98% 97% 96%
U.S. Dollar Cash 98% 97% 95% 94%
Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with
Remaining Maturity
< 1 Year 98% 97% 95% 94%
1 to 2 years 98% 97% 94% 93%
2 to 3 years 98% 97% 93% 92%
3 to 5 years 98% 97% 92% 91%
5 to 7 years 98% 97% 91% 89%
7 to 10 years 98% 97% 89% 88%
10 to 20 years 98% 97% 86% 84%
> 20 years 98% 97% 84% 82%
Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department
All Maturities 98% 97% 94% 93%
Fixed-Rate U.S. Agency Debentures with Remaining Maturity
< 1 Year 98% 97% 94% 93%
1 to 2 years 98% 97% 94% 92%
2 to 3 years 98% 97% 93% 91%
3 to 5 years 98% 97% 91% 90%
5 to 7 years 98% 97% 90% 88%
7 to 10 years 98% 97% 88% 87%
10 to 2O years 98% 97% 85% 83%
> 20 years 98% 97% 83% 81%
Floating-Rate U.S. Agency Debentures
A1l Maturities 98% 97% 93% 92%
Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity
< 1 Year 99% 98% 97% 96%
1 to 2 years 99% 98% 96% 95%
2 to 3 years 99% 98% 95% 94%
3 to 5 years 99% 98% 93% 92%
5 to 7 years 99% 98% 92% 90%
7 to 10 years 99% 98% 91% 89%
10 to 20 years 99% 98% 86% 84%
> 20 years 99% 98% 84% 83%
Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above
All Maturities 99% 98% 96% 95%
Fixed-Rate United Kingdom Gilts with Remaining Maturity
< 1 Year 100% 100% 99% 99%
1 to 2 years 100% 100% 98% 98%
2 to 3 years 100% 100% 97% 97%
3 to 5 years 100% 100% 96% 96%
5 to 7 years 100% 100% 95% 95%
7 to 10 years 100% 100% 94% 94%
10 to 20 years 100% 100% 90% 89%
> 20 years 100% 100% 88% 87%
Floating-Rate United Kingdom Gilts
All Maturities 100% 100% 99% 99%
Page 13
Table 5C
VALUATION PERCENTAGES
Where Rated Liabilities are U.S. DOLLAR Denominated
FIRST TRIGGER
BUSINESS DAYS RISK: SECOND TRIGGER
= 2 BDS + POSTING FREQUENCY; = 32 BDS + POSTING FREQUENCY
-----------------------------------------------------------
INSTRUMENT DAILY WEEKLY DAILY WEEKLY
---------------------------------------------------------------------------------------
U.S. Dollar Cash 100% 100% 100% 100%
EURO Cash 98% 97% 94% 93%
Sterling Cash 98% 97% 95% 94%
Fixed-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department with
Remaining Maturity
< 1 Year 100% 100% 100% 100%
1 to 2 years 100% 1O0% 99% 99%
2 to 3 years 100% 100% 98% 98%
3 to 5 years 100% 100% 97% 97%
5 to 7 years 100% 100% 96% 95%
7 to 10 years 100% 100% 94% 94%
10 to 20 years 100% 100% 90% 89%
> 20 years 100% 100% 88% 87%
Floating-rate Negotiable Treasury Debt Issued by The U.S. Treasury Department
All Maturities 100% 100% 99% 99%
Fixed-Rate U.S. Agency Debentures with Remaining Maturity
< 1 Year 100% 100% 99% 99%
1 to 2 years 100% 100% 99% 98%
2 to 3 years 100% 100% 98% 97%
3 to 5 years 100% 10O% 96% 96%
5 to 7 years 100% 100% 93% 94%
7 to 10 years 100% 100% 93% 93%
10 to 20 years 100% 100% 89% 88%
> 20 years 100% 100% 87% 86%
Floating-Rate U.S. Agency Debentures
All Maturities 100% 100% 98% 98%
Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity
< Year 98% 97% 94% 93%
1 to 2 years 98% 97% 93% 92%
2 to 3 years 98% 97% 92% 91%
3 to 5 years 98% 97% 90% 89%
5 to 7 years 98% 97% 89% 87%
7 to 10 years 98% 97% 88% 86%
10 to 20 years 98% 97% 84% 82%
> 20 years 98% 97% 82% 80%
Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above
All Maturities 98% 97% 93% 92%
Fixed-Rate United Kingdom Gilts With Remaining Maturity
< 1 Year 98% 97% 94% 93%
1 to 2 years 98% 97% 93% 92%
2 to 3 years 98% 97% 92% 91%
3 to 5 years 98% 97% 91% 90%
5 to 7 years 98% 97% 90% 89%
7 to 10 years 98% 97% 89% 88%
10 to 20 years 98% 97% 86% 84%
> 20 Years 98% 97% 84% 82%
Floating-Rate United Kingdom Gilts
All Maturities 98% 97% 94% 93%
Page 14
IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.
SIGNED SEALED AND DELIVERED for
NATIONAL WESTMINSTER BANK PLC ("PARTY A")
by:
/s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx Xxxxxxx,
Legal Counsel, Australia
Name (please print)
SIGNED for
PERPETUAL TRUSTEES CONSOLIDATED
LIMITED, ABN 81 004 029 841 ("PARTY B")
in its capacity as trustee of the Trust
by its attorney in the presence of:
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Ruver
------------------------------------- ----------------------------------------
Witness Attorney
Xxxxx Xxxxxxxx Xxxxxx Ruver
Name (please print) Name (please print)
SIGNED for
CRUSADE MANAGEMENT LIMITED
ABN 90 072 715 916 ("TRUST MANAGER")
in its capacity as trustee of the Trust
by its attorney in the presence of:
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxx
------------------------------------- ----------------------------------------
Witness Attorney
Xxxxx Xxxxxxxx Xxxxxx Xxxxx
Name (please print) Name (please print)
Page 15
[RBS LOGO]
Global Banking & Markets
000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
14 March 2007
Perpetual Trustees Consolidated Limited
in its capacity of the trustee of the Crusade Global Trust No. 1 of 2007 re: A-1
Notes
Attn: Manager, Securitisation
Xxxxx 00, Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
Fax: x00 0 0000 0000
Crusade Management Limited
In its capacity as manager of the Crusade Global Trust No. 1 of 2007 (the
"Manager")
0-00 Xxxxxxxxxx Xxxxxx, Xxxxxxx
Xxx Xxxxx Xxxxx 0000
Xxxxxxxxx
Fax:x00 0 0000 0000
Dear Sirs,
AMENDMENT
THIS CONFIRMATION SUPERSEDES AND REPLACES ANY PREVIOUS COMMUNICATION RECEIVED
FROM OURSELVES IN RELATION TO THE BELOW REFERENCED TRANSACTION.
OUR REFERENCE: D15102596
RE: AUD/USD CROSS CURRENCY SWAP
The purpose of this document is to set forth the terms and conditions of the
transaction entered into between National Westminster Bank Plc and yourselves on
the Trade Date specified below (the "Swap Transaction"). This document
constitutes a "Confirmation" as referred to in the Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of 13 March 2007, as amended and supplemented from
time to time (the
"Agreement"), between yourselves and National Westminster Bank Plc. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
The terms of the particular Swap Transaction to which this Confirmation relates
are as follows:
Party A: National Westminster Bank Plc
Party B: Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) as trustee
for Crusade Global Trust No. 1 of 2007
Manager: Crusade Management Limited (ABN 90 072 715 916)
Capitalised Terms used herein but not defined shall have the meaning assigned to
them in the 2000 ISDA Definitions or the Supplementary Terms Notice as the case
may be.
"Supplementary Terms Notice" means the document, so entitled, dated on or about
the date of this Confirmation between (among others) Party B, Crusade Management
Limited, Xx.Xxxxxx Bank Limited (ABN 92 055 513 070) and P.T. Limited.
Trade Date 13 March 2007
Effective Date 15 March 2007
Termination Date The earlier of:
i. 19 April 2038;
ii. without prejudice to the operation of
sub-paragraph (i) above and (iii) below, the
date upon which the Security Trustee has
enforced the security under the Security Trust
Deed and distributed the proceeds thereof in
full; and
iii. the date on which all of the Class A-1
Notes are redeemed in whole in accordance with
the Conditions (other than as a result of
redemption pursuant to Condition 5(j)
(Redemption for Taxation or Other Reasons) or
Condition 10 (Enforcement). in each case,
subject to adjustment in accordance with the
Modified Following Business Day Convention.
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
2
PARTY B FLOATING AMOUNTS
Floating Rate B Payer Party B
Floating Rate B Payer
Currency Amount The AUD Equivalent of the aggregate Invested
Amount for all Class A-1 Notes as at the first
day of the Calculation Period ending on, but
excluding, the relevant Floating Rate Payer
Payment Date; provided that, if on any Floating
Rate Payer Payment Date, the Manager
determines, in accordance with Clause 5 of the
Supplementary Terms Notice (as specified in a
notice from the Manager to Party A on the
relevant Quarterly Determination Date), that
there are insufficient funds available for
Party B to pay the Party B Floating Amount in
full, then the Party A Floating Amount
otherwise due on such Floating Rate Payer
Payment Date shall be reduced by the same
proportion as the reduction in the Party B
Floating Amount paid by Party B to Party A on
such Floating Rate Payer Payment Date as
compared to the Party B Floating Amount that
would otherwise have been payable on such date.
Floating Rate B Payer Payment
Dates The 19th day of each January, April, July and
October, commencing on 19 April 2007 and ending
on the Termination Date, subject to adjustment
in accordance with the Modified Following
Business Day Convention.
Floating Rate Option B AUD-BBR-BBSW
Designated Maturity B 3 months with the exception of the initial
Calculation Period which will be a Linear
Interpolation of the 1 month and 2 month rates.
Spread B (a) up to but excluding the Call Date; plus
0.15476 per cent per annum; and
(b) from and including the Call Date, plus
0.30952 per cent per annum.
Floating Rate B Day Count
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
3
Fraction Actual/365(Fixed).
Compounding B Inapplicable.
Reset Dates B The first day of each Calculation Period.
Business Days for Floating
Amounts B London, New York, Sydney, and TARGET Settlement
Day
PARTY A FLOATING AMOUNTS
Floating Rate A Payer Party A
Floating Rate A Payer
Currency Amount The aggregate Invested Amount for all Class A-1
Notes as at the first day of the Calculation
Period ending on, but excluding, the relevant
Floating Rate Payer Payment Date; provided
that, if on any Floating Rate Payer Payment
Date, the Manager determines, in accordance
with Clause 5 of the Supplementary Terms Notice
(as specified in a notice from the Manager to
Party A on the relevant Quarterly Determination
Date), that there are insufficient funds
available for Party B to pay the Party B
Floating Amount in full, then the Party A
Floating Amount otherwise due on such Floating
Rate Payer Payment Date shall be reduced by the
same proportion as the the reduction in the
Party B Floating Amount paid by Party B to
Party A on such Floating Rate Payer Payment
Date as compared to the Party B Floating Amount
that would otherwise have been payable on such
date.
Floating Rate A Payer
Payment Dates The 19th day of each January, April, July and
October, commencing 19 April 2007 and ending on
the Termination Date, subject to adjustment in
accordance with the Modified Following Business
Day Convention.
Floating Rate Option A USD-LIBOR-BBA.
Designated Maturity A 3 months with the exception of the initial
Calculation Period which will be a Linear
Interpolation of the 1 month and 2 month rates.
Spread A (a) up to but excluding the Call Date; plus
0.06 per cent per annum; and
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
4
(b) from and including the Call Date, plus 0.12
per cent per annum.
Floating Rate A Day
Count Fraction Actual/360
Compounding A Inapplicable
Reset Dates A The first day of each Calculation Period.
Business Days for Floating
Amounts A London, New York, Sydney, and TARGET Settlement
Day
INITIAL EXCHANGE
Initial Exchange Date: The Effective Date
Floating Rate Payer A Initial
Exchange Amount: The AUD Equivalent of the aggregate Initial
Invested Amount for all Class A-1 Notes on the
Effective Date, being AUD1,875,808,538.00.
Floating Rate Payer B Initial
Exchange Amount: The aggregate Initial Invested Amount for all
Class A-1 Notes on the Effective Date, being
USD1,450,000,000.00.
INTERIM EXCHANGE
Interim Exchange Dates: Each Quarterly Payment Date (including the
Termination Date).
Floating Rate Payer A Interim
Exchange Amount: The USD Equivalent of the Floating Rate Payer B
Interim Exchange Amount.
Floating Rate Payer B Interim
Exchange Amount: The AUD amounts due to Party A, pursuant to
clauses 5.1(c)(iv), 5.1(c)(v)(A),
5.2(b)(iv)(A), 5.5(a)(iii)(A)(1) or
5.6(a)(iii)(A) (1) (as the case may be) of the
Supplementary Terms Notice, paid by Party B on
the relevant Interim Exchange Date.
FINAL EXCHANGE
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
5
Final Exchange Date: None
Floating Rate Payer A Final
Exchange Amount: None
Floating Rate Payer B Final
Exchange Amount: None
EXCHANGE RATES
AUD Equivalent: An amount in AUD determined by reference to the
Exchange Rate.
USD Equivalent: An amount in USD determined by reference to the
Exchange Rate.
Exchange Rate: AUD 1 = USD 0.7730.
Business Days for the Initial
and Final Exchange: London, New York, Sydney and TARGET Settlement
Day
Calculation Agent: Party A.
ACCOUNT DETAILS
Payments to Party A
Account(s) for payments to
Party A in USD: JPMorgan Chase Bank, New York
Swift: XXXXXX00
CHIPS ID. 273948 a/c No. 0011009156
National Westminster Bank Plc IRD
Account(s) for payments to
Party A in AUD: National Australia Bank, Melbourne
Swift XXXXXX0000X
A/C 1803049654500
National Westminster Bank Plc IRD
Payments to Party B
Account(s) for payments to
Party B in USD:
Pay to: Deutsche Bank Trust Company Americas
Xxx Xxxx, XX 00000
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
6
ABA No: 000-000-000
Account No: 01419663
Ref: Crusade Global Trust No. 1 of 2007
Attention: Xxxxx Xxxxxxxx
Account(s) for payments to
Party B in AUD:
Pay to: Xx.Xxxxxx Bank Limited
Account No: 777700241
BSB: 332-027
OFFICES
The Office of Party A for the
Swap Transaction is London.
The Office of Party B for the
Swap Transaction is Sydney.
Each party represents to the other party on the Trade Date of this Swap
Transaction that (in the absence of a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for this Swap
Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into this Swap Transaction and as to whether this
Swap Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. It is not relying,
and has not relied, on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into this Swap Transaction; it
being understood that information and explanations related to the terms and
conditions of this Swap Transaction shall not be considered investment advice or
a recommendation to enter into this Swap Transaction, no communication (written
or oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of this Swap Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this Swap
Transaction. It is also capable of assuming, and assumes, the risks of this Swap
Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an
adviser to it in respect of this Swap Transaction.
This Swap Transaction has been entered into between yourselves and Party A, a
member of the London Stock Exchange, authorised and regulated by the Financial
Services Authority.
This Confirmation is in final form and supersedes all previous Confirmations and
communications in respect of this Swap Transaction. No hard Copy will follow.
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
7
In the event that you disagree with any part of this Confirmation, please notify
us via the contact details below, so that the discrepancy may be quickly
resolved. Please note that our telephone conversations with you may be recorded.
Telephone x00 0000 0000
Fax x00 (0)00 0000 0000
E-mail xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx
We are pleased to have completed this Swap Transaction and look forward to
dealing with you again in the near future.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by a return document to National Westminster Bank Plc substantially to
the following effect:
RE: AUD/USD CROSS CURRENCY SWAP OUR REF: D15102596
We acknowledge receipt of your document dated 14 March 2007 with respect to the
above-referenced Swap Transaction between Party A and Party B with an Effective
Date of 15 March 2007 and a Termination Date of 19 April 2038, and confirm that
such document correctly set forth the terms of our agreement relating to the
Swap Transaction described therein.
Yours faithfully,
Crusade Management Limited, in its capacity as the Manager of the Crusade Global
Trust No. 1 of 2007
Yours sincerely,
/s/ Xxxxxxx Xxx
-------------------------------------
Name: Xxxxxxx Xxx
Title: Authorised Signatory
For and on Behalf of
National Westminster Bank plc
Confirmed as of the date first written
Signed: /s/ Xxxxxx Ruver
-----------------------------
Name: Xxxxxx Ruver
Title: Manager
Perpetual Trustees Consolidated Limited in its capacity of the trustee of the
Crusade Global Trust No. 1 of 2007 re: A1 Notes
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
8
Counterparty Deal Reference: ____________________
Our Reference: D15102596
NATIONAL WESTMINSTER BANK PLC
REGISTERED IN ENGLAND NO 929027
REGISTERED OFFICE:
000 XXXXXXXXXXX XXXXXX XX0X 0XX
AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY
9
