SCHEDULE
to the
MASTER AGREEMENT
dated as of ____________, _____
between
National Australia Bank Limited (ABN 12 004 044 937) ("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 2004 ("Party B")
and
Crusade Management Limited (ABN 90 072 715 916) ("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)(iii) and (iv)
will not apply to Party A or Party B.
(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;"
(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) 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 in respect of which the Designated Rating
Agencies confirm that the novation will not cause a reduction or
withdrawal of the rating of the Class A-1 Notes, and Party A and Party
B agree to execute such a novation agreement in standard ISDA form.
Page 1
(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 United States Dollars provided that if the
payment is payable by Party B to Party A, the Termination Currency
shall be in Australian Dollars. The Termination Currency shall be one
of the currencies in which payments are required to be made in respect
of Transactions.
(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, at the direction of the Manager, give a
notice designating an Early Termination Date in respect of
this Agreement and all Transactions.
(9) "TRANSFER TO AVOID TERMINATION EVENT". In Section 6(b)(ii):
(i) 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 reduction or
withdrawal of the rating of the Class A-1 Notes)";
(ii) 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."
Page 2
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:
Each of Party A and Party B makes the following representation:
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.
Party B makes the following representations:
(i) Crusade Global Trust No. 1 of 2004 is a non-U.S. branch of a
foreign person for U.S. federal income tax purposes; and
(ii) Crusade Global Trust No. 1 of 2004 is not a bank.
Page 3
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
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION
DELIVERED 3(D) REPRESENTATION
Manager Legal opinions as to the validity Upon execution and delivery No
and enforceability of the obligations of this Agreement
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 A and Party B Certified copies of all corporate Upon execution and delivery Yes
and the Manager authorisations (to be certified by of this Agreement or any
an Authorised Officer of the relevant Confirmation
relevant party) and any other
documents with respect to the
execution, delivery and performance
of this Agreement and each
Confirmation
Party A and Party B Certificate of authority and specimen Upon execution and delivery Yes
signatures of individuals executing of this Agreement and
this Agreement, Confirmations and each thereafter upon request of
Credit Support Document (as applicable) the other party
Manager Copies (certified to be true copies Upon execution and delivery Yes
by an authorised signatory of the of this Agreement
Manager) of the Trust Deed, the
Security Trust Deed, the Note Trust
Deed and the Supplementary Terms
Notice
Manager A copy (certified to be a true copy Promptly upon any such document Yes
by an authorised signatory of the becoming effective in accordance
Manager) of any document amending or with its terms
varying the terms of the Trust 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 4
Party A A legal opinion as to the validity Upon execution and delivery Yes
and enforceability if the obligations of this Agreement
of Party A under this Agreement.
Page 5
PART 4
MISCELLANEOUS
(1) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
(a) All notices or communications to Party A under this Agreement
shall be sent to:
National Australia Bank Limited
Xxxxx 00
000 Xxxxxxx Xxxxxx
XXXXXXXXX XXX 0000
Attention: Manager, Documentation
Telephone: 00-0-0000-0000
Facsimile: 00-0-0000-0000
(b) All notices or communications to Party B under this Agreement
shall be sent to:
Xxxxx 0, 0 Xxxxxxxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Manager, Securitisation
Telephone: (00) 0000 0000
Facsimile: (00) 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: (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: Credit Support Annex
(ii) In relation to Party B: Security Trust Deed
Page 6
(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) 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. Section 2(c)(ii) of this Agreement will not apply
to the following Transactions or group of Transactions (in each case
starting from the date of this Agreement): all Transactions being of
the same type and which have been entered into through the same Office
of Party A.
(10) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. For the purposes of Section 3(c), each of Party B and the
Manager are 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 7
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."
(2) 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)."
(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) Section 2(d)(i) of this Agreement is modified by:
Replacing "; and" where it appears at the end of Section 2(d)(i)(3)
with "."; and
Deleting Section 2(d)(i)(4) in its entirety.
(6) In Section 2(d)(ii) the words "in respect of which X would not be
required to pay an additional amount to Y under Section 2(d)(i)(4)" are
deleted.
(7) Section 3(a)(v) of this Agreement is modified by adding in the fourth
line of thereof the words "including without limitation in the case of
Party A being an authorised deposit taking institution authorised to
carry on banking business in the Commonwealth of Australia, Subsection
13A(3) of the Banking Xxx 0000 (Cth) and Section 86 of the Reserve Bank
Xxx 0000 (Cth) or any amending or replacement legislation as may be in
effect" after the word "generally".
(8) WAIVER OF JURY TRIAL. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury
in respect of any suit, action or proceeding relating to this Agreement
or any Credit Support Document. Each party (i) certifies that no
representative, agent
Page 8
or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not,
in the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party
have been induced to enter into this Agreement and provide for any
Credit Support Document, as applicable, by, among other things, the
mutual waivers and certifications in this Section.
(9) 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;
(ii) will provide transcripts of such recordings (if any) upon
reasonable request by the other party (at the reasonable
cost of the party requesting); and
(iii) acknowledges that such recordings and transcripts can be used
as evidence by another party in any dispute between them.
(10) 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 section (1)), 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)."
Page 9
(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.
(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)."
(11) 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."
(12) CONFIRMATIONS. For the purposes of Section 9(e)(ii), Party A will, on
or promptly after the relevant Trade Date, send the Manager or Party B
a confirmation confirming that Transaction and the Manager 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 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 Class
A-1 Notes will be redeemed at their Invested
Page 10
Amount (or, if the Class A-1 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 reduction, qualification or
withdrawal of the credit ratings then
assigned by them to the relevant Class A-1
Notes.
(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, the Manager on
behalf of 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 reduction or withdrawal of the rating of Class A-1
Notes".
(14) 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.
(15) 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.
(16) 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.
(17) DEFINITIONS AND INTERPRETATION
Section 14 of the Agreement is modified as follows:
(a) New definitions are inserted as follows:
Page 11
"RELEVANT SWAP TRANSACTION" means in relation to the Class A-1
Notes, each Transaction which is a currency swap for those
Class A-1 Notes only.
"SECURITY TRUST DEED" means the Security Trust Deed dated 31
December 2003 between Party B as issuing trustee, Crusade
Management Limited as Manager, P.T. Limited as security
trustee and by accession under the Supplementary Terms Notice,
Deutsche Bank Trust Company Americas as note trustee.
"TRUST DEED" means the Master Trust Deed dated 14 March 1998
as amended by the Crusade Global Trust No. 1 of 2004
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"
"EXTRAORDINARY RESOLUTION"
"FINAL MATURITY DATE"
"HEDGE AGREEMENT"
"INSOLVENCY EVENT"
"INVESTED AMOUNT"
"MORTGAGED PROPERTY"
"NOTEHOLDER"
"NOTE TRUSTEE"
"PRINCIPAL PAYING AGENT"
"PURCHASED RECEIVABLES"
"SECURITY TRUST DEED"
"SECURITY TRUSTEE"
"STATED AMOUNT"
"SUPPORT FACILITY PROVIDER"
"TRUST"
"TRUST EXPENSE"
(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
Page 12
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 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.
(18) 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.
(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 the 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. 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
Page 13
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) 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; 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:
Page 14
(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 reduction or withdrawal of the ratings of
the Class A-1 Notes; 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."
(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.
(20) New Sections 18 and 19 are added as follows:
"18. RATINGS DOWNGRADE
(i) If, as a result of the withdrawal or downgrade of its
credit rating by a Designated Rating Agency, Party A
has:-
(A) a long term credit rating of less than AA- by
S&P and a short term credit rating of less
than A-1+ by S&P; or
(B) a long term credit rating of less than A2 by
Moody's or a short term credit rating of less
than P-1 by Moody's; or
(C) 30 Business Days of a downgrade of its long
term credit rating by S&P to not lower than
A- together with a downgrade of its short
term credit rating by S&P to not lower than
A-1, or the downgrade of its long term credit
rating by Moody's to not lower than A3; or
Page 15
(D) 5 Business Days of any other such withdrawal
or downgrade and for the avoidance of doubt,
if Party A's long term credit rating by S&P
is not lower than A- and Party A's short term
credit rating by S&P is not lower than A-1,
and Party A's long term credit rating by
Xxxxx'x is not lower than A3, then paragraph
(C) above shall apply and not this paragraph
(D),
(or, in either case, such greater period as is agreed
to in writing by the relevant Designated Rating
Agency) at its cost alone and at its election:
(E) (in the case of paragraph (i)(C) only) lodge
collateral pursuant to the terms of the Credit
Support Annex that forms part of this
Agreement:
(i) where that collateral is cash, to
the Swap Collateral Account; or
(ii) where that collateral is securities,
to the Trustee.
and provided each Designated Rating Agency
have affirmed the rating on the Class A-1
Notes after reviewing the collateral to be
lodged; or
(F) at the cost of Party A or in return for any
monies payable to Party A in accordance with
Clause 5.21 of the Supplementary Terms Notice
(as the case may be), enter into an agreement
novating this Agreement to a replacement
counterparty proposed by any of Party A, Party
B or the Manager (if any) and in respect of
which each Designated Rating Agency has
confirmed will result in there not being a
withdrawal or downgrade of any credit rating,
assigned by it, to the Class A-1 Notes; or
(G) enter into such other arrangements which each
Designated Rating Agency has confirmed will
result in there not being a withdrawal or
downgrade of any credit rating assigned by it
to the Class A-1 Notes.
(ii) Where Party A procures a replacement counterparty in
accordance with Section 18(i)(F) above, each party to
this Agreement shall do all things reasonably
necessary to novate the relevant rights and
obligations to the replacement counterparty.
(iii) For the purposes of this Section 18, SWAP COLLATERAL
ACCOUNT means an account established by Party B with
an Approved Bank outside Australia
(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."
Page 16
(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).
(24) 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.
(25) 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 Local Business Day of the
facsimile being sent that the facsimile was not received in
its entirety and in legible form."
(iii) Insert a new paragraph (vi) in Section 12(a) immediately after
Section 12(a)(v) as follows:
"(vi) if sent by ordinary mail, on the third (seventh, if
posted to or from a place outside Australia) day
after posting."
Page 17
Please confirm your agreement to the terms of the foregoing Schedule by signing
below.
NATIONAL AUSTRALIA BANK LIMITED PERPETUAL TRUSTEES CONSOLIDATED LIMITED
as trustee of Crusade Global Trust
No. 1 of 2004
By: By:
---------------------------- ---------------------------------
Name: Name:
Title: Title:
CRUSADE MANAGEMENT LIMITED
By:
----------------------------
Name:
Title:
Page 18
CREDIT SUPPORT ANNEX
to the Schedule to the
ISDA Master Agreement
dated as of
between
National Australia Bank (ABN 12 004 004 937)
("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 2004
("PARTY B")
and
Crusade Management Limited
(ABN 90 072 715 916)
("Manager")
PARAGRAPH 11 - ELECTIONS AND VARIABLES
(a) BASE CURRENCY AND ELIGIBLE CURRENCY.
(i) "Base Currency" means U.S. Dollars.
(ii) "Eligible Currency" means the Base Currency.
(b) CREDIT SUPPORT OBLIGATIONS.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(A) "DELIVERY AMOUNT" has the meaning specified in Paragraph 2(a).
(B) "RETURN AMOUNT" has the meaning specified in Paragraph 2(b).
(C) "CREDIT SUPPORT AMOUNT" means for any Valuation Date will be
the greatest of the amounts as calculated by Party A to
ensure the rating on the Class A-1 Notes is not reduced,
downgraded or withdrawn by the relevant Designated Rating
Agency.
For the purposes of paragraph (C) above, unless otherwise
required by the relevant Designated Agency the Credit Support
Amount will be calculated as follows:
--------------------------------------------------------------------------------
Page (11)
I.
The greater amount of:
(1) Zero or,
(2) CCR.
For the purposes of (II) above, the formula for calculating CCR is as
follows.
CCR = CR X 1.030
where
CR means Party B's Exposure + VB
VB means the Volatility Buffer applicable on the relevant Valuation
Date that is the appropriate factor relevant to the counterparty's
rating and the maturity of the Class A-1 Notes as set out in the table
below. For the purposes of interpreting the table, "Counterparty
rating" is the credit rating assigned to Party A by S&P and
"Maturities" is the period from and including the date of calculation
to but excluding the scheduled maturity of the Class A-1 Notes.
VB. VOLATILITY BUFFER (%) NB THIS IS TO BE CONFIRMED WITH S&P
--------------------- -------------------- -------------------- -------------------
MATURITIES UP TO 5 MATURITIES UP TO MATURITIES MORE
Counterparty rating* YRS 10 YRS THAN 10 YRS
--------------------- -------------------- -------------------- -------------------
A+ 1.05 1.75 3.00
--------------------- -------------------- -------------------- -------------------
A 1.35 2.45 4.50
--------------------- -------------------- -------------------- -------------------
A-1 1.50 3.15 6.00
--------------------- -------------------- -------------------- -------------------
*The 'A-' category is limited to 'A-' rated credits or 'A-/A-1' rated
credits. If an 'A-' counterparty has an 'A-2' commercial paper rating
it must find an eligible replacement.
(II) ELIGIBLE CREDIT SUPPORT. The following items will qualify as "ELIGIBLE
CREDIT SUPPORT":
-------------------------------------------------------------- -------------------------------- --------------------
TYPE OF ELIGIBLE CREDIT SUPPORT TIME REMAINING TO MATURITY VALUATION PERCENTAGE
-------------------------------------------------------------- -------------------------------- --------------------
Cash in an Eligible Currency N/A 100%
-------------------------------------------------------------- -------------------------------- --------------------
Negotiable debt obligations issued by the U.S Treasury Not more than 1 yr 98%
Department having the maturities in the second column More than 1 yr (less than) 5 yrs 95%
More than 5 (less than) 10 yrs 93%
More than 10 yrs 90%
-------------------------------------------------------------- -------------------------------- --------------------
Agency Securities having the maturities in the second column Not more than 1 yr 97%
More than 1 yr (less than) 5 yrs 94%
More than 5 (less than) 10 yrs 92%
More than 10 yrs 89%
-------------------------------------------------------------- -------------------------------- --------------------
As used herein:
"Agency Securities" means negotiable debt obligations which are fully
guaranteed as to both principal and interest by the Federal National
Mortgage Association, the Government National Mortgage Association or
the Federal Home Loan Mortgage Corporation, but excluding (I) interest
--------------------------------------------------------------------------------
Page (12)
only and principal only securities and (ii) collateralised
mortgage obligations, real estate mortgage investment conduits
and similar derivative securities.
Notwithstanding the foregoing to the contrary, the Valuation Percentage with
respect to all Eligible Credit Support shall be deemed to be 100% with respect
to a Valuation Date which is an Early Termination Date.
(iii) THRESHOLDS.
(A) "INDEPENDENT AMOUNT" means with respect to Party A: zero.
"INDEPENDENT AMOUNT" means with respect to Party B: Zero.
(B) "Threshold" shall not apply with respect to Party B and, with
respect to Party A, shall mean the amounts determined on the basis
of the lower of the Credit Ratings set forth in the following
table.
CREDIT RATING THRESHOLD
(S & P / Moody's) Party A
S & P: AA- and A-1+ or above Infinity
and
Moody's: A2 and P-1 or above Infinity
--------------------------------------------------------------------------------
S & P: Below AA- and A-1+ Zero
or
Moody's: Below A2 or P-1 Zero
As used herein:
"Credit Rating" means, with respect to (a) S & P, the rating assigned
by S & P to the long-term or short-term senior unsecured debt of Party
A (b) Moody's, the rating assigned to the short-term senior unsecured
debt of Party A or the long-term senior unsecured debt of Party A.
"S & P" means Standard & Poor's (Australia) Pty Limited or its
equivalent.
"Moody's" means Xxxxx'x Investors Service Inc.
(C) "MINIMUM TRANSFER AMOUNT" means, with respect to a party,
USD250,000 provided, however, that if an Event of Default has
occurred and is continuing with respect to a party, the Minimum
Transfer Amount with respect to such party shall be US$0.
(D) ROUNDING. The Delivery Amount and the Return Amount will be
rounded up and down respectively to the nearest integer multiple
of U.S.$10,000.
(c) VALUATION AND TIMING.
(i) "VALUATION AGENT" means, for purposes of Paragraphs 2 and 4, the
party making the demand under Paragraph 2, and, for purposes of
Paragraphs 3(c) and 5(c), the Transferee, as applicable, unless
there has occurred and is continuing any Event of Default,
Potential Event of Default or Termination Event with respect to a
party, in such case the other party shall be the Valuation Agent.
--------------------------------------------------------------------------------
Page (13)
If a party under this Agreement is acting as a Valuation Agent ("X"),
the other party ("Y") shall automatically become the Valuation Agent
(i) if X fails to perform its obligations as Valuation Agent under
this Agreement in a timely manner, (ii) an Event of Default or
Potential Event of Default with respect to X is continuing, or (iii)
an Early Termination Date has been designated in connection with any
such event with respect to X. In any such event Y may appoint a third
party selected by it to make the calculations that X is required to
make and report as Valuation Agent.
(ii) "VALUATION DATE" means any Local Business Day.
(iii) "VALUATION TIME" means the close of business in the place of location
of the Valuation Agent on the Local Business Day 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 1:00 p.m., Sydney 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 1:00 p.m., Sydney time, on the Local Business
Day following the date on which the notice is given that gives rise to
a dispute under Paragraph 4.
Notwithstanding the provisions of Paragraph 4(a)(2), no requirement
under that Paragraph to transfer an undisputed amount of Eligible
Credit Support or Equivalent Credit Support will arise prior to the
time that otherwise applied to that transfer under a demand made under
Paragraph 2.
(ii) VALUE. Notwithstanding the definition of "Value", the "Value" of any
security enumerated in clause (b)(ii) above (referred to herein as
"Government Obligations") shall be the Base Currency Equivalent of the
sum of (I) (x) the mean of the high bid and low asked prices quoted on
such date by any principal market maker for such Government
Obligations chosen by the Disputing Party, or (y) if no quotations are
available from a principal market maker for such date, the mean of
such high bid and low asked prices as of the day, next preceding such
date, on which such quotations were available, plus (II) the accrued
interest on such Government Obligations (except to the extent
Transferred to a party pursuant to any applicable provision of this
Agreement or included in the applicable price referred to in (I) of
this clause (e)(ii)) as of such date.
(iii) ALTERNATIVE. The provisions of Paragraph 4 will apply.
(f) DISTRIBUTIONS AND INTEREST AMOUNT.
(i) INTEREST RATE means, for any day, with respect to Eligible Credit
Support in the form of USD, the rate set forth for that day opposite
the caption "Federal Funds (Effective)" in the weekly statistical
release designated "H.15(519)", or any successor publication,
published by the Board of Governors of the Federal Reserve System.
Provided, that, if the relevant Interest Rate source is unavailable
for any reason, then the Interest Rate shall be as published by such
source on the preceding Local Business Day, unless Party A and Party B
agree on an alternative source.
(ii) TRANSFER OF INTEREST AMOUNT. The transfer of the Interest Amount will
be made on the Distribution Date..
(iii) ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph 5(C)(ii)
will apply.
--------------------------------------------------------------------------------
Page (14)
(g) Demands and Notices
All demands, specifications and notices under this Annex will be made
pursuant to the Notices Section of this Agreement, unless otherwise
specified here:
Party A:
National Australia Bank Limited
Attention: Assistant Supervisor Collateralissation
Address: Xxxxx 00, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx
XXX 0000
XXXXXXXXX
Telephone: 00 0 0000 0000
Facsimile: 61 3 8614 0986
Party B:
Perpetual Trustees Consolidated Limited
Attention: Manager, Securitisation
Address: Xxxxx 0, 0 Xxxxxxxxxxx Xxxxxx Xxxxxx XXX 0000
Telephone: (00) 0000 0000
Facsimile: (00) 0000 0000
All notices or communications to Party B to be copied to the Manager at
the address below:
Crusade Management Limited
Attention: Middle Office Compliance Manager
Address: Xxxxx 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Telephone: (00) 0000 0000
Facsimile: (00) 0000 0000
--------------------------------------------------------------------------------
Page (15)
(h) OTHER PROVISIONS
(i) Party A and Party B agree notwithstanding anything to the
contrary set out within this Annex, Party B is under no
obligation to make any transfer under this Annex in support of
any Transaction under the ISDA Master Agreement. Party A will
make any and all transfers required under this Annex in
support of any Transactions undertaken under the ISDA Master
Agreement. All references in this Annex to the "Transferor"
will be to Party A and all corresponding references to
"Transferee" will be to Party B.
(ii) Party B will not at any time be expected to make any transfers
to Party A save where Party B is under an obligation to Party
A to deliver a Return Amount.
(iii) Party B may only deal with the Credit Support Balance if
directed to do so by the Manager and then only for the purpose
of:
(A) novating obligations under this Agreement in
accordance with Section 18(i)(F) of the ISDA Master
Agreement as amended by Part 5 of the Schedule or
entering into any other arrangement in accordance with
Section 18(i)(G)of the ISDA Master Agreement as
amended by Part 5 of the Schedule;
(B) refunding to Party A the amount of any reduction in
the Credit Support Amount, from time to time and
providing the Designated Rating Agencies have
confirmed, in writing, that such refund will not
result in a withdrawal or downgrade of any credit
rating assigned by it to the Notes;
(C) withdrawing any amount which has been incorrectly
deposited into the Swap Collateral Account;
(D) paying Taxes payable in respect of the Swap Collateral
Account;
(E) 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
(F) meeting its obligations to Party A under this Credit
Support Annex.
(iv) For the purposes of this Paragraph 11, "Swap Collateral
Account" means an account established by Party B with an
Approved Bank outside Australia.
(v) The definition of "Local Business Day" in paragraph 10 is
amended by inserting after the words "unless otherwise
specified Paragraph 11(b), means" the words " a day on which
commercial banks in Sydney are open for business and".
(vi) Party A and Party B agree that each will deliver to the other
on or before execution and delivery of this Annex a list of
authorised signatories for the party and evidence,
satisfactory in form and substance to the other party, of the
authority of the authorised signatories of the party to
execute this Annex on its behalf.
--------------------------------------------------------------------------------
Page (16)
Please confirm your agreement to the terms of the foregoing Paragraph 11 by
signing below.
NATIONAL AUSTRALIA BANK LIMITED
(ABN 12004 044 937)
By: _________________________
Name:
Title:
PERPETUAL TRUSTEES CONSOLIDATED
LIMITED ("Party B") under Power of
Attorney dated 2003.
By: _________________________
Name:
In the presence of:
By: _________________________
Name:
CRUSADE MANAGEMENT LIMITED
("Manager") under Power of Attorney dated
2003
By: _________________________
Name:
In the presence of:
By: _________________________
Name:
--------------------------------------------------------------------------------
Page (17)
