SCHEDULE
to the
MASTER AGREEMENT
dated as of 19 September 2006,
between
Credit Suisse (USA), Inc. ("Party A")
and
Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) in its
capacity as trustee of the Crusade Global Trust No. 2 of 2006 ("Party B")
and
Crusade Management Limited (ABN 90 072 715 916) but only for the purpose
of Sections 4(a)(i), 4(a)(ii), 7, 9(e)(ii) and 12(a), 17, Part 1(4), Part
5(1), Part 5(4) and Part 5(17). ("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), (iii), (iv), (v), (vi), 5(b)(ii), (iii) and
(iv) will not apply to Party A or Party B.
Notwithstanding the disapplication of Section 5(b)(ii) and
5(b)(iii), Sections 6(b)(ii) and 6(b)(iii) shall be construed as if
provision had not been disapplied.
(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 Local Business
Day after the due date."
(4) The "BANKRUPTCY" provisions of Section 5(a)(vii) are replaced by "An
Insolvency Event under the Security Trust Deed has occurred in respect of
Party A or Party B (the party the subject of the Insolvency Event will be
the Defaulting Party); or ". In relation to Party A, the events described
in the definition of Insolvency Event (under the Security Trust Deed)
shall apply to it as if Party A was a relevant corporation referred to in
that definition. 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 Local Business
Days of that occurrence, Party A, Party B and the Manager are able to
procure the novation of this Agreement and all Transactions to a third
party (who is notified to Party A) in respect of which the Designated
Rating Agencies confirm that the novation will not cause a reduction or
withdrawal of the ratings of the Class A-1
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Notes, and Party A and Party B agree to execute such a novation agreement
in standard ISDA form with each amendment thereto as are required by the
parties.
(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 USD.
(8) Section 6(a) is amended by replacing "20 days" in line 3 with "10 Local
Business Days".
(9) Each of the following is an ADDITIONAL TERMINATION EVENT:
(i) RATINGS DOWNGRADE. Party A fails to comply with the requirements of
Section 17 (in which case Party A is the Affected Party).
(ii) REDEMPTION FOR TAXATION OR OTHER REASONS. In the event that the Notes
are redeemed in full at any time for tax or other reasons pursuant to
Condition 5(j) (Redemption for Taxation or Other Reasons). In respect of
such Additional Termination Event, Party B shall be the sole Affected
Party.
(iii) SECURITY TRUST DEED. An Event of Default occurs under the Security
Trust Deed and the Security Trustee has declared the Notes immediately due
and payable. In respect of such Additional Termination Event, Party B
shall be the sole Affected Party.
If any Early Termination Date is designated or occurs, "MARKET QUOTATION"
in respect of the Terminated Transactions shall be determined based on a CPR
rate with that rate determined by Party A as Calculation Agent based on the
actual rate of prepayment from the Settlement Date or if prior to the first
interest payment date then a CPR rate based on the amortisation schedule used in
the prehedging, provided that the CPR rate determined by the Calculation Agent
may not reflect such actual rate of prepayment if the Calculation Agent, acting
in a commercially reasonable manner, so determines in light of the prevailing
and expected economic conditions, but must reflect the expected rate of
prepayment determined by the Calculation Agent acting in a commercially
reasonable manner in light of the prevailing and expected economic conditions.
(10) Add a new Section 6(aa) after Section 6(a):
"(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. 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 Section 17 (Rating
Downgrade) if Party B has found a replacement
counterparty willing to enter a new transaction on
terms that reflect as closely as reasonably
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possible the economic, legal and credit terms of
the Terminated Transactions with Party A or the
Designated Rating Agencies otherwise confirm that
the designation of the Early Termination Event
would not lead to a downgrade or withdrawal of the
rating of any Notes.
(ii) 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 at the direction of the Manager will endeavour
to procure the substitution as principal obligor
under this Agreement in respect of each affected
Transaction of a 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 reduction or withdrawal of the rating
of any Notes."
(11) In Section 6(b)(ii), add the words "or to any other person approved by
Party A" after the word "Affiliates" in the second last line of the first
paragraph and add the words "so long as the transfer in respect of that
Transaction would not lead to a downgrade or withdrawal of the then
current rating of any Notes" after the words "ceases to exist" at the end
of the first paragraph.
(12) Add the following sentence at the end of the last paragraph of Section
6(b)(ii):
"However, consent may be withheld if the other party considers (acting
reasonably) that its credit exposure to the transferor would be adversely
affected by the transfer."
(13) Section 6(d)(ii) is amended by deleting the words "(in the case of an
Early Termination Date which is designated or occurs as a result of an
Event of Default) and on the day which is two Local Business Days after
the day on which notice of the amount payable is effective (in the case of
an Early Termination Date which is designated as a result of a Termination
Event)".
(14) (i) Replace paragraph (a) of Section 7 with the following:
"(a) (i) (subject to sub-paragraph (ii)) Party A may make such a
transfer, without the prior consent of any Designated Rating Agency
or the other parties, pursuant to a consolidation, amalgamation
with, or merger with or into, or transfer of all or substantially
all of its assets to, or reorganisation, incorporation,
reincorporation or reconstitution into or as another entity (but
without prejudice to any other right or remedy under this
Agreement); and
(ii) the transfer referred to in sub-paragraph (i) may only
be made where the transferee of all of Party A's interest or
obligation in or under this Agreement has a short term credit rating
of A-1+ from S&P, a long term credit rating of at least A2 from
Xxxxx'x, a short term credit rating of P-1 from Xxxxx'x and a short
term credit rating of F1 from Fitch Ratings and a long term credit
rating of A+ from Fitch Ratings; and"
(ii) Add a new paragraph to Section 7, immediately below paragraph (b):
"(c) in the event that a trustee is appointed as a successor to
Party B under the Trust Deed and the Supplementary Terms
Notice (the "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) execute a novation
agreement novating to the Successor Trustee the Transaction
(provided that the policies of Party A in effect at such time
would permit it to enter transactions with the Successor
Trustee on the terms proposed) 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 each Designated Rating
Agency of such novation."
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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 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;
For the purpose of Section 3(f) of this Agreement, Party A makes the
following representation:
It is fully eligible for the benefits of the "Business Profits" or
"Industrial and Commercial Profits" provision, as the case may be, the
"Interest" provision or the "Other Income" provision, if any, of the
Specified Treaty 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.
"Specified Treaty" means the tax treaty applicable between the United
States of America and the Commonwealth of Australia.
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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:
(a) Other documents to be delivered are:
PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED 3(D) REPRESENTATION
Manager Legal opinions as to the due Upon execution and No
incorporation, capacity, authority delivery of this Agreement
of Party B and the validity and
enforceability of the obligations
of Party B and the Manager under
this Agreement, the Trust Deed, the
Security Trust Deed and the Class
A-1 Notes in form and substance and
issued by legal counsel reasonably
acceptable to Party A
Party B and the Manager Copies of all corporate Upon execution and Yes
authorisations (to be certified by delivery of this Agreement
an Authorised Officer of the or any relevant
relevant party) and any other Confirmation
documents with respect to the
execution, delivery and performance
of this Agreement and each
Confirmation
Party A and Party B Certificate of authority and Upon execution and Yes
specimen signatures of individuals delivery of this Agreement
executing this Agreement, and thereafter upon
Confirmations and each Credit request of the other party
Support Document (as applicable)
Manager Copies (certified to be true copies Upon execution and Yes
by an authorised signatory of the delivery of this Agreement
Manager) of the Trust Deed, the
Security Trust Deed, the Note Trust
Deed, the Supplementary Terms
Notice, the Notice of Creation of
Trust and the Agency Agreement.
Manager A copy (certified to be a true copy Promptly upon any such Yes
by an authorised signatory of the document becoming
Manager) of any document amending effective in accordance
or varying the terms of the Trust with its 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
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obligations under this Agreement
Party A A legal opinion as to the capacity Upon execution and Yes
and authority of Party A to enter delivery of this Agreement
into, and perform its obligations
under this Agreement and each
Confirmation.
Manager A copy of any notice provided by At such time as the Yes
the Manager to Class A-1 relevant notice is
Noteholders. provided by the Manager to
Class A-1 Noteholders.
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PART 4
MISCELLANEOUS
(1) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement:
(a) For notices regarding operation, payment and confirmation matters
only, notices should be sent to the branch set out in the relevant
Confirmation (as may be amended from time to time) with a copy, in
the case of notices or communications relating to Sections 5, 6, 7,
11 or 13, to:
Credit Suisse (USA) Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx
Xxx Xxxx 00000
XXX
Attention: Xxx X. Xxxxx
Telephone: x0 (000) 000 0000
Facsimile: x0 (000) 000 0000
(b) All notices or communications to Party B under this Agreement shall
be sent to:
Xxxxx 00, Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Manager, Securitisation
Telephone: (x00) 0 0000 0000
Facsimile: (x00) 0 0000 0000
Telex: N/A
(c) All notices or communications to the Manager under this Agreement
shall be sent to:
Xxxxx 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Middle Office Compliance Manager
Telephone: x00 0 0000 0000
Facsimile: x00 0 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: Mallesons Xxxxxxx Xxxxxx
6th Floor
Alder Castle
00 Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
(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.
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(5) CALCULATION AGENT. The Calculation Agent is Party A, unless:
(i) otherwise specified in a Confirmation in relation to the relevant
Transaction; or
(ii) an Event of Default (where Party A is the Defaulting Party) has
occurred, in which case the Calculation Agent will be the Manager.
All calculations made by the Calculation Agent must be made in good faith
and through the exercise of the Calculation Agent's commercially
reasonable judgment. If any party objects in good faith to any calculation
made by the Calculation Agent, the parties must negotiate in good faith to
agree on an independent lead dealer to make such calculation, and if they
cannot so agree within three Business Days, they will each promptly choose
an independent leading dealer and instruct such dealers to agree on
another independent leading dealer to make such calculation. The
calculation of any such dealer so appointed will be binding on the parties
in the absence of manifest error and the costs of such appointment will be
shared equally between Party A and Party B.
(6) CREDIT SUPPORT DOCUMENTS. Details of any Credit Support Document:
(i) In relation to Party A: Nil
(ii) In relation to Party B: Security Trust Deed
(7) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A: Not applicable
Credit Support Provider means in relation to Party B: Not applicable
(8) NETTING OF PAYMENTS. Sub-paragraph (ii) of Section 2(c) will apply to
Transactions entered into under this Agreement unless specified otherwise
in a Confirmation.
(9) GOVERNING LAW. This Agreement and each Confirmation will be governed by,
and construed and enforced in accordance with, the laws in force in
England and Wales.
(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 other than payments of Eligible Credit Support to be made to
Party B under this Agreement by Party A must be made to the account
specified in the Confirmation (the US$ Account').
Any payment so made will, to the extent of that payment, satisfy Party A's
obligation to Party B in respect of that payment.
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PART 5
OTHER PROVISIONS
(1) REDUCTION OF PAYMENT OBLIGATIONS. In the event that a payment made by
Party B to Party A under a Transaction is less than the amount which Party
B would be required to pay Party A, the Manager will provide notification
to Party A of the amount of payment to be made by Party B (prior to making
that payment) and the payment obligation of Party A to Party B shall be
rateably reduced to the extent of the reduction in the amount paid by
Party B to Party A. For the avoidance of doubt the payment of a reduced
amount by Party A under this Agreement shall not constitute a breach of
the payment obligations specified in Section 2(a)(i).
(2) 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 and, in the case of
any payment payable by Party A to Party B, will be discharged by
Party A depositing that payment by 4:00 pm New York time into the
US$ Account."
(3) In Section 2(a)(ii), after "freely transferable funds" add the words and
"save as required by law, free of any set-off, counterclaim, deduction or
withholding (and except as expressly provided in this Agreement)."
(4) 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 such party 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 notification from the
Manager as to the amount of the Party B Payment and 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."
(5) 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."
(6) 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".
(7) 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
Page 9
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) TELEPHONE RECORDING: Each party consents to the recording of the telephone
conversations of trading and marketing personnel in connection with this
Agreement or any potential Transaction and consents to such recording
being used as evidence in court proceedings.
(9) FURTHER REPRESENTATIONS. Insert new Sections 3(g), 3(h) and 3(i)
immediately after Section 3(f) as follows:
"(g) NON ASSIGNMENT. It has not assigned (whether absolutely, in equity
or otherwise) or declared any trust over any of its rights under
this Agreement or any Transaction (other than, in respect of Party
B, the trust created pursuant to the Trust Deed and the
Supplementary Terms Notice) and has not given any charge over its
rights under this Agreement or any Transaction in the case of Party
A, or any charge over its rights under this Agreement or any
Transaction or the assets of the Trust (other than under the
Security Trust Deed), in the case of Party B."
(h) RELATIONSHIP BETWEEN PARTIES. 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 including, in the case of
Party B, the advice of the Manager), and understands and
accepts, the terms, conditions and risks of that Transaction.
It is also capable of assuming, and assumes, 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 (other than in the case of Party B, the Manager)."
(i) TRUST. Party B represents to Party A, in respect of Party B only
that:
(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.
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(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. Any reference to Party B in this Agreement
is in its capacity as trustee of the Trust."
(11) CONFIRMATIONS. With respect to each Transaction entered into pursuant to
this Agreement and for the purposes of Section 9(e)(ii), Party A will, on
or promptly after the relevant Trade Date, send Party B (with a copy to
the Manager) a Confirmation confirming that Transaction and both Party B
(either itself or through the Manager) and the Manager must promptly then
confirm the accuracy of or request the correction of such Confirmation.
Notwithstanding the provisions of Section 9(e)(ii), where a Transaction is
confirmed by means of facsimile or an electronic messaging system, such
message will constitute a Confirmation even where not so specified in that
Confirmation.
(12) Section 12(a) is amended by deleting the words "(except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system)" in lines 2 and 3.
(13) ISDA DEFINITIONS. This Agreement, each Confirmation and each Transaction
are subject to the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc) (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 unless, in respect
of any Confirmation, such Confirmation incorporates the 2000 ISDA
Definitions with amendments thereto that have been 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
unless, in respect of any Confirmation, such Confirmation incorporates the
2000 ISDA Definitions with amendments thereto that have been made after
the date of this Agreement.
(14) 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
(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.
(15) 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;
Page 11
(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 2000 ISDA Definitions (unless they are incorporated into a
Confirmation, in which case, they shall take precedence in
accordance with sub-paragraph(i) above).
(16) DEFINITIONS AND INTERPRETATION
Section 14 of the Agreement is modified as follows:
(a) New definitions are inserted as follows:
"ACCEPTABLE ARRANGEMENT" means an arrangement which each relevant
Designated Rating Agency has confirmed in writing will result in the
avoidance or reversal of any Note Downgrade.
"APPROVED BANK" means a Bank which has a short term credit rating of
A-1+ from S&P, P-1 from Xxxxx'x and F1 from Fitch Ratings.
"DOWNGRADE" means in relation to a Currency Swap, the withdrawal or
downgrade of Party A's credit rating by a Designated Rating Agency
resulting in Party A not having the Required Rating for that
Currency Swap.
"MAJOR DOWNGRADE" means a Downgrade resulting in Party A having:
(i) a short term credit rating of less than A-1 by S&P;
(ii) a short term credit rating of less than P-2 by Xxxxx'x or a
long term credit rating of less than A-3 by Xxxxx'x; or
(iii) a short term credit rating of less than F2 by Fitch Ratings or
a long term credit rating of less than BBB+ by Fitch Ratings.
"MINOR DOWNGRADE" means in relation to a Currency Swap, any
Downgrade which is not a Major Downgrade for that Currency Swap.
"MORTGAGED PROPERTY" has the meaning given in the Security Trust
Deed.
"NOTE DOWNGRADE" means any actual or proposed withdrawal or
downgrade of the rating assigned to the Class A-1 Notes by a
Designated Rating Agency.
"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 Xxxxx'x; and
(iii) F1 (short term) and A+ (long term) by Fitch Ratings.
"SECURITY TRUST DEED" means the Security Trust Deed dated 14
September 2006 between Party B as issuing trustee, Crusade
Management Limited as Manager, P.T. Limited as security trustee and
The Bank of New York as note trustee.
The definition of Tax is replaced with:
"TAX" has the meaning given in the Trust Deed.
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"TRUST DEED" means the Master Trust Deed dated 14 March 1998 as
amended by the Crusade Global Trust No. 2 of 2006 Supplementary
Terms Notice dated on or about the date of this Agreement between
(amongst others) Party B, Xx.Xxxxxx Bank Limited and the Manager
("SUPPLEMENTARY TERMS NOTICE") and each of the following expressions
has the meanings given to them in the Trust Deed and the
Supplementary Terms Notice.
(b) Each of the following expressions has the meanings given to them in
the Trust Deed and the Security Trust Deed (as the case may be):
"AGENCY AGREEMENT"
"ASSET"
"BANK"
"CLASS A-1 NOTES"
"CLASS A-1 NOTEHOLDER"
"CURRENCY SWAP"
"DESIGNATED RATING AGENCY"
"EURO AND (EURO)"
"EXTRAORDINARY RESOLUTION"
"FINAL MATURITY DATE"
"HEDGE AGREEMENT"
"INSOLVENCY EVENT"
"INVESTED AMOUNT"
"MORTGAGED PROPERTY"
"NOTEHOLDER"
"NOTE TRUSTEE"
"PRINCIPAL PAYING AGENT"
"PURCHASED RECEIVABLES"
"SECURITY TRUSTEE"
"STATED AMOUNT"
"SUPPORT FACILITY PROVIDER"
"TRUST"
"TRUST EXPENSE"
"US$"
(c) 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.
(d) 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).
(e) 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
Page 13
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.
(17) 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 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
(except in relation to the assets of the Trust).
(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 the 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.
Page 14
(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, 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) 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; or
(iii) in relation to its rights under the Security Trust Deed.
(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;
(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 (other than
as permitted by Sections 2(c) and 6(e) of this
Agreement); 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) and at
the direction of the Manager, 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 amount payable (if any) by Party B to Party A upon
termination of this Agreement or any Transaction (the
"TERMINATION AMOUNT") xxxx
Xxxx 15
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 the conditions in Section 16(a) are satisfied, Party B
must, at the direction of the Manager, enter into the
Replacement Currency Swap and if it does so 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 Termination 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 Termination
Amount, the balance must be satisfied by Party B as a Trust
Expense.
(c) If the conditions in Section 16(a) are satisfied and Party B
has entered into the Replacement Currency Swap, Party B must
direct Party A to pay any Termination Amount payable by Party
A to Party B on termination of this Agreement directly to the
Replacement Currency Swap Provider as payment of any premium
(to the extent of the Termination Amount) payable by Party B
to enter into the Replacement Currency Swap. Such payment by
Party A to the Replacement Currency Swap Provider shall be in
full discharge of Party A's obligation to make any payment to
Party B in respect of the termination of this Agreement and no
further amounts shall be due from Party A in respect of such
termination. If such premium is greater than the Termination
Amount, the balance must be satisfied by Party B as a Trust
Expense payable to the Replacement Currency Swap Provider in
accordance with clause 5.1 of the Supplementary Terms Notice."
(18) NOVATION
Notwithstanding Section 7 as amended herein, Party A may at any time
novate its obligations under this Agreement to any of its Affiliates (the
"NEW COUNTERPARTY") provided that:
(a) the New Counterparty provides a legal opinion to Party B that this
Agreement, as novated, is valid, binding and enforceable against it
(subject to equitable doctrines and creditors' rights generally);
and
(b) the New Counterparty has the Required Rating.
Party B and the Manager will execute all such documents (each in a form
reasonably satisfactory to Party B) as are reasonably necessary to give
effect to that novation."
(19) APPOINTMENT OF MANAGER: Party A acknowledges that under the Trust Deed
Party B has appointed the Manager as manager of the Trust with the powers
set out in and upon and subject to the terms of, the Trust Deed.
Accordingly, subject to the terms of the Trust Deed, the 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 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.
Page 16
(20) A new Section 17 is added as follows:
"17 RATING DOWNGRADE
(a) If, at any time, a Downgrade occurs and the downgrade constitutes a
Minor Downgrade, Party A shall, within 30 days (or such greater
period as agreed to in writing by the relevant Designated Rating
Agency), comply with Section 17(c).
(b) If, at any time, a Downgrade occurs and the downgrade constitutes a
Major Downgrade, Party A shall by the tenth day following a Major
Downgrade (or such greater period as agreed by the relevant
Designated Rating Agency) comply with Section 17(c)(i). Party A must
continue to comply with Section 17(c)(i) until such time (no later
than 30 days of the Major Downgrade occurring (or such greater
period as agreed by the relevant Designated Rating Agency)) that it
complies with Section 17(c)(ii), (iii) or (iv).
(c) Where Party A is required to comply with this Section 17(c) it must,
subject to paragraph (b), at its cost do one of the following:
(i) transfer Eligible Credit Support to Party B in accordance with
the Credit Support Annex attached to this Agreement (including
by the deposit of USD/Euro to the credit of a Swap Collateral
Account);
(ii) procure a novation of its rights and obligations under each
Transaction to a Replacement Currency Swap Provider;
(iii) procure another person to become co-obligor in respect of the
obligations of Party A under each Transaction. Such co-obligor
may be either:
(A) a person with the Required Rating(s) of each relevant
Designated Rating Agency domiciled in the same legal
jurisdiction as Party A or Party B; or
(B) a person otherwise acceptable to each relevant
Designated Rating Agency; or
(iv) enter, or procure entry, into an Acceptable Arrangement.
(d) Where Party B has not established a Swap Collateral Account and
Party A is to transfer Eligible Credit Support to Party B, the
Manager must direct Party B to, and Party B must, establish, as soon
as practicable, and maintain, in the name of Party B an account
(where the Eligible Credit Support is in the form of cash) and/or a
custody account (where the Eligible Credit Support is in the form of
securities) with an Approved Bank, which account(s) shall be, for
the purposes of this Section 17, the "SWAP COLLATERAL ACCOUNT".
(e) Party B, at the direction of the Manager, may only dispose of any
Eligible Credit Support acquired or transferred to it under Section
17(c)(i) or make withdrawals from the Swap Collateral Account: (i)
in accordance with the terms of the Credit Support Annex attached to
this Agreement; or (ii) otherwise if directed to do so by the
Manager and in such latter case only for the purpose of:
(i) withdrawing any amount which has been incorrectly deposited
into the Swap Collateral Account;
(ii) paying any bank accounts debit tax or other equivalent Taxes
payable in respect of the Swap Collateral Account;
Page 17
(iii) funding the amount of any payment due to be made by Party A
under this Agreement following the failure by Party A to make
that payment or
(iv) funding any termination payment due to Party A.
(f) Party B may not invest any amounts standing to the credit of a Swap
Collateral Account.
(21) 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."
(22) PARTY B'S PAYMENT INSTRUCTIONS. Party B irrevocably authorises and
instructs Party A to make payment of:
(i) 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
(ii) 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.
(23) NO AMENDMENT. Each of Party B and the Manager 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).
(23) 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.
(24) Scope of Agreement. This Agreement shall only govern the Transaction
entered into between the parties on the date hereof in respect of which
the parties are required to make payments in the AUD and USD.
Page 18
Please confirm your agreement to the terms of the foregoing Schedule by signing
below.
Date: 19 September 2006
CREDIT SUISSE (USA) INC. PERPETUAL TRUSTEES CONSOLIDATED LIMITED
as trustee of Crusade Global Trust No.
2 of 2006
By: /s/ Xxxxx Xxxxxxxxxxx By: /s/ Xxxxxx Ruver
---------------------------- ----------------------
Name: Xxxxx Xxxxxxxxxxx Name: Xxxxxx Ruver
Title: Vice President, Complex Title: Manager
Product Support
CRUSADE MANAGEMENT LIMITED
By: /s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Title: Attorney
Page 19
19 September 2006
Perpetual Trustees Consolidated Limited
in its capacity as trustee of the Crusade Global Trust No.2 of 2006
Xxxxx 00, Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
Crusade Management Limited
in its capacity as manager of the Crusade Global Trust No.2 of 2006
(the "Manager")
0-00 Xxxxxxxxxx Xxxxxx
Xxxxxxx
Xxx Xxxxx Xxxxx 0000
Xxxxxxxxx
(A) External ID: 50227455
---------------------------------------------------------------------------
Dear Sir/Madam
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.
This Confirmation amends, restates and supersedes in its entirety all
Confirmations dated prior to the date hereof in respect of this Transaction.
In this Confirmation "CSUS" means Credit Suisse (USA), Inc. and "Counterparty"
means Perpetual Trustees Consolidated Limited in its capacity as trustee of the
Crusade Global Trust No.2 of 2006.
1. 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. References herein to a "Transaction" shall be
deemed to be references to a "Swap Transaction" for the purposes of the
2000 ISDA Definitions.
This Confirmation supplements, forms part of, and is subject to, the 1992
ISDA Master Agreement dated on or about 19 September 2006 as amended and
supplemented from time to time (the "Agreement"), between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
CSUS and Counterparty each represents to the other that it has entered
into this Transaction in reliance upon such tax, accounting, regulatory,
legal, and financial advice as it deems necessary and not upon any view
expressed by the other.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date: 19 September 2006
Effective Date: 21 September 2006
Termination Date: The earlier of:
(i) 15 November 2037; and
(ii) 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
Counterparty Floating Amounts:
Floating Rate Payer: Counterparty
Floating Rate Payer
Currency Amount: The AUD Equivalent of the CSUS
Floating Rate Payer Currency Amount.
Floating Rate Payer
Payment Dates: The 15th day of each February,
May, August and November, commencing
on 15 November 2006, and ending on the
Termination Date, inclusive, subject
to adjustment in accordance with the
Modified Following Business Day
Convention.
Floating Rate Option: AUD-BBR-BBSW; provided, however, that
in respect of the initial Calculation
Period, Linear Interpolation shall
apply based upon a Designated Maturity
of 1 month and a Designated Maturity
of 2 months
Designated Maturity: 3 months (except as noted above)
Spread: In respect of each Floating Rate
Payer Payment Date:
(i) up to (and including) the Call
Date, plus 0.1553%; and
(ii) after the Call Date,
plus 0.3106%.
Floating Rate
Day Count Fraction: Actual/365 (Fixed)
Reset Dates: The first day of each Calculation
Period.
Compounding: Inapplicable
External ID: 50227455
CSUS Floating Amounts:
Floating Rate Payer: CSUS
Floating Rate Payer
Currency Amount: In respect of any Floating
Rate Payer Payment Date, the aggregate
of the Invested Amounts of the Class
A1 Notes on the immediately preceding
Floating Rate Payer Payment Date (or,
if none, the Effective Date) after any
adjustment thereto on such date.
Floating Rate Payer
Payment Dates: The 15th day of each February,
May, August and November, commencing
on 15 November 2006, and ending on the
Termination Date, inclusive, subject
to adjustment in accordance with the
Modified Following Business Day
Convention.
Floating Rate Option: USD-LIBOR-BBA; provided, however, that
in respect of the initial Calculation
Period, Linear Interpolation shall
apply based upon a Designated Maturity
of 1 month and a Designated Maturity
of 2 months
Designated Maturity: 3 months (except as noted above)
Spread: In respect of each Floating Rate
Payer Payment Date:
(i) up to (and including) the Call
Date, plus 0.06%; and
(ii) after the Call Date,
plus 0.12%.
Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation
Period.
Compounding: Inapplicable
Initial Exchange:
Initial Exchange Date: Effective Date
CSUS Initial Exchange
Amount: AUD1,596,806,387.23
Counterparty Initial
Exchange Amount: USD 1,200,000,000.00
Interim Exchange:
External ID: 50227455
Interim Exchange Date: Each Floating Rate Payer Payment Date
on which the Counterparty Interim
Exchange Amount is greater than zero.
CSUS Interim Exchange
Amount: The USD Equivalent of the Counterparty
Interim Exchange Amount.
Counterparty Interim
Exchange Amount: The AUD amount available for
distribution to CSUS as Currency Swap
Provider in respect of the Class A-1
Currency Swap in accordance with
clause 5.5(a)(iii)(A)(1) or clause
5.6(a)(iii)(A)(1) (as the case may be)
of the Supplementary Terms Notice.
Final Exchange:
Final Exchange Date: Termination Date
CSUS Final Exchange
Amount: The aggregate of the Invested Amounts
of the Class A1 Notes on the Final
Exchange Date.
Counterparty Final
Exchange Amount: The AUD Equivalent of the CSUS Final
Exchange Amount.
Business Day: London, New York, Sydney and TARGET
Calculation Agent: CSUS
Account Details:
Payments to CSUS:
Account(s) for payments to
CSUS in USD:
Pay to: Citibank
Account Name: CS USA Inc
ABA No.: 021000089
Account Number: 38896033
Account(s) for payments to
CSUS in AUD:
Pay to: Westpac
Account Name: CS USA Inc
Account No.: CLC0001979
External ID: 50227455
Payments to Counterparty:
Account(s) for payments to the
Counterparty in USD:
Pay to: The Bank of New York - New York
Account Name: Transfer Funds Reconcilement
ABA No.: 000-000-000
Account No.: GLA/111-565
Sub Account No.: 383838
Sub Account Name: GTS - Asia Pacific
Ref: Sub Account 383838
Attn: Xxxx Xxxxxx - GTS Crusade
Global Trust No. 2 of 2006
Class A1
Account(s) for payments to the
Counterparty in AUD:
Pay to: St. Xxxxxx Bank Limited
Xxxxx 00, 00 Xxxxxx Xxxxxx,
Xxxxxx XXX 0000
SWIFT Code: SGBL AU2S
BSB: 112-601
Office:
Counterparty is acting through its Sydney Office for the purposes of this
Transaction.
Additional Provisions
External ID: 50227455
The Manager acknowledges and agrees to perform its obligations to CSUS as
Currency Swap Provider set out in clause 5.25 of the Supplementary Terms Notice.
Definitions:
"AUD Equivalent" means, in respect of any amount denominated in USD, the
equivalent amount in AUD determined using the Exchange Rate.
"Call Date" bears the meaning ascribed to such term in the Supplementary Terms
Notice.
"Class A1 Currency Swap" bears the meaning ascribed to such term in the
Supplementary Terms Notice.
"Class A1 Notes" bears the meaning ascribed to such term in the Supplementary
Terms Notice.
"Conditions" bears the meaning ascribed to such term in the Supplementary Terms
Notice.
"Currency Swap Provider" bears the meaning ascribed to such term in the
Supplementary Terms Notice.
"Exchange Rate" means AUD1:USD 0.7515.
"Invested Amount" bears the meaning ascribed to such term in the Supplementary
Terms Notice.
"Supplementary Terms Notice" means the Supplementary Terms Notice dated on or
about 19 September 2006 entered into by, among others, Counterparty, the Manager
and St. Xxxxxx Bank Limited, in respect of the Crusade Global Trust No.2 of
2006.
"USD Equivalent" means, in respect of any amount denominated in AUD, the
equivalent amount in USD determined using the Exchange Rate.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us.
Yours sincerely
CREDIT SUISSE (USA), INC.
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President,
Complex Product Support
Confirmed as of the
date first above written:
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
IN ITS CAPACITY AS TRUSTEE OF THE CRUSADE GLOBAL TRUST NO.2 OF 2006
By: /s/ Xxxxxx Ruver
------------------------------
Name: Xxxxxx Ruver
Title: Manager
CRUSADE MANAGEMENT LIMITED
IN ITS CAPACITY AS MANAGER OF THE CRUSADE GLOBAL TRUST NO.2 OF 2006
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Attorney
External ID: 50227455
