SCHEDULE
to the
MASTER AGREEMENT
dated as of ____________, _____
between
JPMorgan Chase Bank ("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 2003 ("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" will have the meaning specified in Section 14.
(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 Part 5(12)(iii) 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 Notes, and Party A and Party B agree to
execute such a novation agreement in standard ISDA form.
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(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 (as amended by Part 5(18)(b)) will apply; and
(ii) the Second Method will apply.
(7) "TERMINATION CURRENCY" means the currency selected by the party which
is not the Defaulting Party or the Affected Party, as the case may be,
or where there is more than one Affected Party the currency agreed by
Party A and Party B. However, the Termination Currency shall be one of
the currencies in which payments are required to be made in respect of
Transactions. If the currency selected is not freely available, or
where there are two Affected Parties and they cannot agree on a
Termination Currency, the Termination Currency shall be United States
Dollars.
(8) "ADDITIONAL TERMINATION EVENT" means:
(i) An Event of Default (as defined in the Security Trust Deed)
occurs and the Security Trustee has declared, in accordance
with the Security Trust Deed, the 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 Notes and the 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.
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PART 2
------
TAX REPRESENTATIONS
-------------------
(1) PAYER TAX REPRESENTATIONS
For the purpose of Section 3(e) of the Agreement, Party A and Party B
will make the following representations:
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 contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained
in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver
a form or document under Section 4(a)(iii) of the Agreement by reason
of material prejudice to its legal or commercial position.
(2) PAYEE TAX REPRESENTATIONS
For the purpose of Section 3(f) of this Agreement:
Party A makes the following representation:
None
Party B makes the following representations:
(i) Crusade Global Trust No.2 of 2003 is a non-U.S. branch of a
foreign person for U.S. federal income tax purposes; and
(ii) Crusade Global Trust No. 2 of 2003 is not a bank.
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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 documents:
(a)
Trustee Two complete and accurate United (1) Upon execution and delivery of Yes
States Revenue Form W-8BEN (or any this Agreement, (2) promptly upon
applicable successor forms), in a reasonable demand by Party A and
manner reasonably satisfactory to (3) promptly upon learning that any
Party A such form previously provided has
become obsolete or incorrect.
Party B or Manager Two complete and accurate United (1) Upon execution and delivery of Yes
States Revenue Form W-8IMY (or any this Agreement, (2) promptly upon
applicable successor forms), with reasonable demand by Party A and
respect to Crusade Global Trust No. (3) promptly upon learning that any
2 of 2003, in a manner reasonably such form previously provided has
satisfactory to Party A become obsolete or incorrect.
(b)
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 of No
and enforceability of the this Agreement
obligations of Party B and the
Manager under this Agreement, the
Trust Deed, the Security Trust Deed
and the Notes in form and substance
and issued by legal counsel
reasonably acceptable to Party A
Party A and Party B Certified copies of all corporate Upon execution and delivery of this Yes
authorisations (to be certified by Agreement
an Authorised Officer of the
relevant party) and any other
documents with respect to the
execution, delivery and performance
of this Agreement
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Party A and Party B Certificate of authority and Upon execution and delivery of this Yes
specimen signatures of individuals Agreement and thereafter upon
executing this Agreement, request of the other party
Confirmations and each Credit
Support Document (as applicable)
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PART 4
------
MISCELLANEOUS
-------------
(1) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
(a) Address for notice or communications to Party A:
Any notice relating to a particular Transaction shall be
delivered to the address or facsimile or telex number
specified in the Confirmation of such Transaction. Any notice
delivered for purposes of Sections 5 and 6 of this Agreement
shall be delivered to the following address:
JPMorgan Chase Bank
Attention: Legal Department - Capital Markets Group
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile No. (000) 000-0000
Telex: 232337; Answerback: CBC UR
Copy to
JPMorgan Chase Bank
Attention: Legal Department - Capital Markets Group
Xxxxx 00 Xxxxxxxxx Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxx XXX 0000
Facsimile No. (000) 0000 0000
Address for notice or communications to Party B:
Xxxxx 0, 0 Xxxxxxxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Manager, Securitisation
Telephone: (00) 0000 0000
Facsimile: (00) 0000 0000
Telex: N/A
Address for Notices to the Manager:
Xxxxx 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Middle Office Compliance Manager
Telephone: (00) 0000 0000
Facsimile: (00) 0000 0000
Telex: N/A
(2) PROCESS AGENT. For the purpose of Section 13(c):
Party A appoints as its Process Agent: JPMorgan Chase Bank, London
address.
Party B appoints as its Process Agent: CT Corporation, 000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx XX 00000.
Phone: 000 000 0000. Fax: 000 000 0000
(3) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(4) MULTIBRANCH PARTY. For the purpose of Section 10 of this Agreement:
Party A is a Multibranch Party and may act through any Office specified
in a Confirmation.
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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.
(i) In relation to Party A: Nil
(ii) In relation to Party B: Security Trust Deed
(7) CREDIT SUPPORT PROVIDER.
Not Applicable.
(8) GOVERNING LAW: This Agreement and each Confirmation will be governed
by, and construed and enforced in accordance with, the laws of England
and Wales.
(9) NETTING OF PAYMENTS. Section 2(c)(ii) of this Agreement will not apply.
(10) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
(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.
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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 "free of any set-off, counterclaim, deduction or withholding
(except as expressly provided in this Agreement).
(3) Insert new Sections 2(a)(iv) and 2(a)(v) as follows:
(a) 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).
(b) Where:
(i) 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
(ii) 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:
(iii) the Party B Payment; or
(iv) confirmation from Party B's bank that it holds
irrevocable instructions to effect payment of the
Party B Payment and that cleared funds are available
to make that payment."
(4) Add the following new sentence to Section 2(b):
"Each new account so designated must be in the same tax
jurisdiction as the original account."
(5) Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert
the following words instead:
"if and only if X is Party A and";
(6) In Section 2(d)(ii) insert the words "(if and only if Y is Party A)"
after the word then at the beginning of the last paragraph. Party B
will have no obligation to pay any amount to Party A under Section
2(d)(ii), and may make any payment under or in connection with this
Agreement net of any deduction or withholding referred to in Section
2(d)(i).
(7) 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 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
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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.
(8) TELEPHONIC RECORDING. Each party (i) consents to the recording of the
telephone conversations of trading, marketing and operations personnel
of the parties and their Affiliates in connection with this Agreement
or any potential Transaction and (ii) agrees to obtain any necessary
consent of, and give notice of such recording to, such personnel of it
and its Affiliates.
(9) FURTHER REPRESENTATIONS. 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:
(a) TRUST VALIDLY CREATED. The Trust has been validly created and
is in existence at the date of this Agreement.
(b) SOLE TRUSTEE. Party B has been validly appointed as trustee
of the Trust and is presently the sole trustee of the Trust.
(c) 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.
(d) 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.
(e) GOOD TITLE. Party B is the equitable owner of 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.
(10) CONTRACTING AS PRINCIPAL Party A will enter into all Transactions as
principal and not otherwise and Party B will enter into all
Transactions in its capacity as trustee of the Trust and not
otherwise."
(11) CONFIRMATIONS. For the purposes of Section 9(e)(ii) Party B (either
itself or through the Manager) will, on or promptly after the relevant
Trade Date, send Party A a Confirmation confirming that Transaction and
Party A must promptly then confirm the accuracy of and sign and return
or request the correction of such 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 Swap Transaction.
(12) 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 party 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 and the Note Trustee.
(iii) PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:
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(a) Notwithstanding Part 1(3)(iii) of this
Schedule, Party A may designate an Early
Termination Date if it is an Affected Party
following a Tax Event but only if all Notes
will be redeemed at their Invested Amount
(or, if the Noteholders by Extraordinary
Resolution have so agreed, at their Stated
Amount) together with accrued interest to
(but excluding) the date of redemption.
(b) If a Tax Event occurs where Party A is the
Affected Party and Party A is unable to
transfer all its rights and obligations under
this Agreement and each Transaction to an
Affiliate pursuant to Section 6(b)(ii), Party
A may, at its cost, transfer all its rights,
powers and privileges and all its unperformed
and future obligations under this Agreement
and each Transaction to any person provided
that:
(A) 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 Notes; and
(B) that person has a long term credit
rating assigned by each of the
Designated Rating Agencies of at
least the long term credit rating
assigned by that Designated Rating
Agency to Party A as at the date of
this Agreement and the Standby Swap
Provider provides its written
consent to the transfer.
(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 Manger 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 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 Notes".
(n) In Section 6(b)(ii), add the words "so long as the transfer in respect
of that Transaction would not lead to a rating downgrade of any rated
debt of Party B that is secured under the Security Trust Deed" after
the words "ceases to exist" at the end of the first paragraph.
(o) 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.
(p) 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."
(13) RELATIONSHIP BETWEEN PARTIES. The following representation shall be
inserted as a new Section 3(g) of this Agreement:
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"(g) 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)."
(14) ISDA DEFINITIONS. Reference is hereby made to the 2000 ISDA Definitions
(the "2000 Definitions") and the 1998 FX and Currency Option
Definitions (the "FX Definitions") (collectively the "ISDA
Definitions") each as published by the International Swaps and
Derivatives Association, Inc., which are hereby incorporated by
reference herein. Any terms used and not otherwise defined herein which
are contained in the ISDA Definitions shall have the meaning set forth
therein.
(15) SCOPE OF AGREEMENT. Notwithstanding anything contained in this
Agreement to the contrary, any transaction which may otherwise
constitute a "Specified Transaction" for purposes of this Agreement
which has been or will be entered into between the parties shall
constitute a "Transaction" which is subject to, governed by, and
construed in accordance with the terms of this Agreement, unless any
Confirmation with respect to a Transaction entered into after the
execution of this Agreement expressly provides otherwise.
(16) INCONSISTENCY. In the event of any inconsistency between any of the
following documents, the relevant document first listed below shall
govern: (i) a Confirmation; (ii) the Schedule and an ISDA Credit
Support Annex (as applicable); (iii) the ISDA Definitions; and (iv) the
printed form of ISDA Master Agreement and ISDA Credit Support Annex (as
applicable). In the event of any inconsistency between provisions
contained in the 2000 Definitions and the FX Definitions, the FX
Definitions shall prevail.
(17) CONSULTATION. Each party may only designate an Early Termination Date
following prior consultation with the other party 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 in accordance
with the Transaction Documents.
(18) Section 14 of the Agreement is modified as follows :
(a) New definitions are inserted as follows:
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"FUTURE OBLIGATIONS" means all payment or delivery obligations
(whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition
precedent) of a party under Section 2(a)(i) in respect of a
Terminated Transaction or group of Terminated Transactions,
that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date. (For
this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that
would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition
precedent) after that Early Termination Date is to be
included).
`SECURITY TRUST DEED" means the Security Trust Deed dated on
or about the date of this Agreement between Party B as issuing
trustee, Crusade Management Limited as Manager, P.T. Limited
as security trustee and Wilmington Trust Company as note
trustee.
"TRUST DEED" means the Master Trust Deed dated 14 March 1998
as amended by the Crusade Global Trust No. 2 of 2003
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.
"AGENCY AGREEMENT"
"ASSET"
"CLASS A NOTES"
"BANK"
"CURRENCY SWAP"
"DESIGNATED RATING AGENCY"
"EXTRAORDINARY RESOLUTION"
"FINAL MATURITY DATE"
"HEDGE AGREEMENT"
"INSOLVENCY EVENT"
"INVESTED AMOUNT"
"MORTGAGED PROPERTY"
"NOTES"
"NOTEHOLDER"
"NOTE TRUSTEE"
"PRINCIPAL PAYING AGENT"
"PURCHASED RECEIVABLES"
"SECURITY TRUST DEED"
"SECURITY TRUSTEE"
"STATED AMOUNT"
"SUPPORT FACILITY PROVIDER"
"TRUST"
"TRUST EXPENSE"
(b) The definition of "Market Quotation" is replaced with:
"MARKET QUOTATION" means with respect to one or more
Terminated Transactions and a party making the determination,
an amount determined on the basis of quotations from Reference
Market-makers. Each quotation will take into account any
existing Credit Support Documents with respect to the
obligations of such party.
Each quotation will be determined as either the amount, if
any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in
consideration of an agreement between such party and the
quoting Reference Market-maker to enter into a transaction
(the "Replacement Transaction") that would have the effect of
preserving for such party the economic equivalent of the
Future Obligations of
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both parties, and where applicable (but without limiting the
foregoing) the present value of the difference or the
differences on each Scheduled Payment Date that would have
occurred after the Early Termination Date between (a) the
Future Obligations of the other party to the Terminated
Transaction or Termination Transactions and (b) the
obligations that a quoting Reference Market-maker would have
under a transaction ("Replacement Transaction") that would
preserve for the party making the determination that party's
Future Obligations, with such present value being positive
if (a) is greater than (b) and negative if (a) is less than
(b).
The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination
(or its agent) will request each Reference Market-maker to
provide it's quotation to the extent reasonably practicable as
of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the
relevant Early Termination Date. The day and time as of which
the quotation or quotations are to be obtained will be
selected in god faith by the party obliged to make a
determination under Section 6(e), and, if each party is so
obliged, after consultation with the other.
If more than three quotations are provided, the Market
Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the
Market Quotation will be the quotation remaining after
disregarding the highest and lowest quotations. For this
purpose, if more than one quotation has the same highest value
or lowest value, then one of such quotations shall be
disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions
cannot be determined."
(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",
(19) New Sections 15, 16 and 17 are added 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,
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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
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;
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Page 14
(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, Party B must, 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 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 the
Replacement Currency Swap will not cause a reduction or
withdrawal of the ratings of the 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.
(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), Party B 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.
"(17) 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:
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Page 15
(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) a long term rating of less than A by Fitch
and a short term credit rating of less than
F1 by Fitch,
(and, in the case of Fitch, such a withdrawal or
downgrade would, except for this Section adversely
affect the rating of the Notes), Party A shall within:
(D) 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 a
downgrade of its short term credit rating by
Fitch to not lower than F2; or
(E) 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, and Party A's
short term credit rating by Fitch is not
lower than F2, then paragraph (D) above shall
apply and not this paragraph (E),
(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:
(F) (in the case of paragraph (i)(D) 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 S&P and Fitch has affirmed the
rating on the notes after reviewing the
collateral to be lodged; or
(G) 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
--------------------------------------------------------------------------------
Page 16
has confirmed will result in there not
being a withdrawal or downgrade of any credit
rating, assigned by it, to the Notes; or
(H) 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 Notes.
(ii) Where Party A procures a replacement counterparty in
accordance with Section 18(i)(G) 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
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Page 17
Please confirm your agreement to the terms of the foregoing Schedule by signing
below.
JPMORGAN CHASE BANK PERPETUAL TRUSTEES CONSOLIDATED LIMITED as
trustee of Crusade Global Trust No. 2 of 2003
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
JPMorgan Chase Bank
("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 2003
("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 in
accordance with either:
(1) paragraph (I) below as required by Moody's,
(2) paragraph (II) below as required by S&P or
(3) paragraph (III) below as required by Fitch
in each case to ensure the rating on the Class A Notes is
not reduced, downgraded or withdrawn by the relevant agency.
For the purposes of paragraph (C) above, the Credit Support
Amount will be calculated as follows:
X. Xxxxx Credit Support Amount
With respect to Party B as the Transferee the greater
amount of:,
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Page (1)
(1) Zero or,
(2) the Peak Exposure for that Valuation Date plus
the Additional Spread.
For the purposes of (I) above,
"PEAK EXPOSURE" means the amount equal to Party B's
maximum credit exposure in the Base Currency in respect
of a Replacement Transaction entered into on a date one
month after the Valuation Date, calculated by the
Valuation Agent using a market standard swap credit
exposure methodology to the Confidence Interval, as
that methodology is updated to reflect, without
limitation, the levels of volatility current as at the
Valuation Time for USD-LIBOR-BBA and AUD-BBR-BBSW (each
rate with a Designated Maturity of one month ) and the
A$ - US$ forward exchange rates, and assuming that from
that Valuation Date the Floating Rate Payer Amounts and
Exchange Amounts are calculated on the basis that:
(A) the Call Option (as defined below) will not be
exercised thereafter; and
(B) the A$ Equivalent of the aggregate of the Invested
Amount of the Notes has an amortisation schedule based
on a constant prepayment rate of 10% per annum
thereafter,
as each of those terms are defined for the Transaction.
"CALL OPTION" means, for the purposes of subparagraph (A) of
the definition of Peak Exposure, the call option granted to
Party B in respect of the Notes pursuant to the Class A
Notes Conditions.
"CONFIDENCE INTERVAL" shall be 99%.
"ADDITIONAL SPREAD" represents the excess of the Benefit
Exposure over Party B's Exposure, as calculated on the same
Valuation Date.
"BENEFIT EXPOSURE" means that amount equal to Party B's
Exposure, except calculated on the basis that an additional
spread of 0.25% is added to the spread on the USD side of
the Replacement Transaction.
For the avoidance of doubt, the Additional Spread is
intended to represent a maximum additional bid/offer spread
of 25 basis points (as the case may be) running payable if
the bid/offer swap rates quoted to the Transferee were
adjusted from market rates to the benefit of the Reference
Market-Makers.
II. S&P Credit Support Amount
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 that equals the
amount of any given currency derived by taking the
appropriate percentage of the Transaction's
outstanding notional balance. See the following
table (for the purposes of interpreting the table,
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Page (2)
"Counterparty rating" 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 last expiring Transaction
outstanding under the Agreement):
VB. VOLATILITY BUFFER (%)
--------------------- -------------------- -------------------- -------------------
Counterparty rating MATURITIES UP TO 5 MATURITIES UP TO MATURITIES MORE
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
--------------------- -------------------- -------------------- -------------------
III. Fitch Credit Support Amount
The greater amount of:
(1) Zero or,
(2) CCR.
For the purposes of (III) above, the formula for
calculating CCR is as follows.
CCR = CR x 1.000
where
CR means Party B's Exposure + VB
VB means the Volatility buffer that equals the
amount of any given currency derived by taking the
appropriate percentage of the Transaction's
outstanding notional balance. See the following
table (for the purposes of interpreting the table,
"Counterparty rating" is the short term credit
rating assigned to Party A by Fitch and
"Maturities" is the period from and including the
date of calculation to but excluding the scheduled
maturity of the last expiring Transaction
outstanding under the Agreement):
VB. VOLATILITY BUFFER (%)
--------------------- -------------------- -------------------- -------------------
Counterparty rating MATURITIES UP TO MATURITIES UP TO MATURITIES MORE
5 YRS 10 YRS THAN 10 YRS
--------------------- -------------------- -------------------- -------------------
F2 4.75 5.25 6.50
--------------------- -------------------- -------------------- -------------------
provided, however, that the Credit Support Amount will
be deemed to be zero whenever the calculation of the
Credit Support Amount yields a number less than zero.
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Page (3)
(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 1yr 98%
Department More than 1yr (less than) 5 yrs 95%
More than 5 (less than) 10 yrs 93%
More than 10 yrs 90%
-------------------------------------------------------------- ------------------------------ ---------------------
Agency Securities Not more than 1yr 97%
More than 1yr (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 only and principle 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
and
Fitch: A and F1 or above Infinity
-----------------------------------------------------------------
S & P: Below AA- and A-1+ Zero
or
Moody's: Below A2 or P-1 Zero
or
Fitch: Below A and F1 Zero
--------------------------------------------------------------------------------
Page (4)
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 (c)
Fitch, 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.
"Fitch" means Fitch Australia Pty Limited.
(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
Paragraph 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.
(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.
(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.
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.
--------------------------------------------------------------------------------
Page (5)
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.
Transfer of Interest Amount. The transfer of the Interest Amount will
be made monthly on the second Local Business Day of each calendar
month.
(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:
JPMorgan Chase Bank
Collateral Middle Office
00xx Xxxxx, Xxxxxxxxx Xxxxx
000 Xxxxxx Xxxxxx,
Xxxxxx
XXX 0000
XXXXXXXXX
TELEPHONE: 00-0-0000-0000
FACSIMILE: 00-0-0000-0000
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
(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 Amount 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)(G) of the ISDA Master Agreement as amended by
Part 5 of the Schedule or entering into any
--------------------------------------------------------------------------------
Page (6)
other arrangement in accordance with Section 18(i)(H)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; or
(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.
(iv) For the purposes of this Paragraph 11, "Swap Collateral
Account" means an account established by Party B with an
Approved Bank outside Australia.
Please confirm your agreement to the terms of the foregoing Paragraph 11 by
signing below.
JPMORGAN CHASE BANK
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 (7)
