Exhibit 10.2
[GRAPHIC OMITTED]
WESTPAC SECURITISATION TRUSTS SERVICING AGREEMENT SERIES 1999-1G
AMENDMENT AGREEMENT
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WESTPAC BANKING CORPORATION
(Westpac)
THE MORTGAGE COMPANY PTY LIMITED
(Servicer)
WESTPAC SECURITIES ADMINISTRATION LIMITED
(Trustee)
WESTPAC SECURITISATION MANAGEMENT PTY LIMITED
(WSM)
[GRAPHIC OMITTED]
XXXXX XXXXX & XXXXXXX
The Chifley Tower
0 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
Tel 00 0 0000 0000
Fax 00 0 0000 0000
(C) Copyright Xxxxx Xxxxx & Xxxxxxx 1999
XXXXX XXXXX
& XXXXXXX
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SERVICING AGREEMENT SERIES 1999-1G AMENDMENT AGREEMENT
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION 1
1.1 Definitions 1
1.2 Interpretation 1
2. AMENDMENT 2
3. AMENDMENTS LIMITED 5
4. GOVERNING LAW 5
5. COUNTERPARTS 5
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SERVICING AGREEMENT SERIES 1999-1G AMENDMENT AGREEMENT
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DATE 1999
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PARTIES
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1. WESTPAC BANKING CORPORATION (ARBN 007 457 141) incorporated in
New South Wales of 00 Xxxxxx Xxxxx, Xxxxxx in its capacity as
an Approved Seller to the Series 0000-0X XXX Trust (WESTPAC);d
2. THE MORTGAGE COMPANY PTY LIMITED (ACN 070 968 302)
incorporated in the Australian Capital Territory of Xxxxx 00,
00 Xxxxxx Xxxxx, Xxxxxx as servicer of the Series 0000-0X XXX
Xxxxx (the SERVICER);
3. WESTPAC SECURITIES ADMINISTRATION LIMITED (ACN 000 049 472)
incorporated in New South Wales of Xxxxx 00, 000 Xxxx Xxxxxx,
Xxxxxx as trustee of the Series 0000-0X XXX Xxxxx (the
TRUSTEE); and
4. WESTPAC SECURITISATION MANAGEMENT PTY LIMITED (ACN 081 709
211) incorporated in the Australian Capital Territory, of
Xxxxx 00, 00 Xxxxxx Xxxxx, Xxxxxx, Xxx Xxxxx Xxxxx (WSM).
RECITALS
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A The Trustee, Westpac and the Servicer are parties to a
Servicing Agreement dated 18 February 1997 (the SERVICING
AGREEMENT).
B The Trustee, Westpac and the Servicer wish to amend the
Servicing Agreement so far as the Servicing Agreement relates
to the Trust, in the manner set out in this agreement.
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IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
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1.1 DEFINITIONS
Definitions in the Servicing Agreement apply in this agreement unless
the context requires otherwise or the relevant term is defined in this
agreement, but TRUST means the Series 0000-0X XXX Xxxxx constituted
under the Master Trust Deed and the Series Notice dated on or about the
date of this agreement.
1.2 INTERPRETATION
Clause 1.2 of the Servicing Agreement applies as if incorporated in
this agreement.
2. AMENDMENT
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The Servicing Agreement is amended so far as it relates to the Trust as
follows.
(a) The definition of CUSTODY TRANSFER TRIGGER in clause 1.1 of
the Servicing Agreement is deleted and replaced with the
following definition.
"CUSTODY TRANSFER TRIGGER means any of the following events:
(a) a Further Audit resulting in an adverse report;
(b) the long term credit rating of the holding company of
the Servicer that is downgraded:
(i) below BBB by S&P;
(ii) below Baa2 by Xxxxx'x; or
(iii) below BBB by Fitch; or
(c) the Servicer is in default under a servicing
agreement between it and any other person, and by
reason of the default that other person removes any
documents in the Servicer's custody under the
servicing agreement where that person would otherwise
not have been entitled to do so."
(b) The definition of SERVICER TRANSFER EVENT in clause 1.1 of the
Servicing Agreement is amended by deleting the number "10" in
paragraph (b) and inserting the number "5".
(c) Clause 1.3 of the Servicing Agreement is deleted and replaced
with the following new clause.
"1.3 LIMITATION OF LIABILITY OF THE TRUSTEE
(a) GENERAL
Clause 33 of the Master Trust Deed applies to the
obligations and liabilities of the Trustee under this
agreement.
(b) LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF
INDEMNITY
(i) The Trustee enters into this agreement only
in its capacity as trustee of the Trust and
in no other capacity. A liability arising
under or in connection with this agreement
or the Trust can be enforced against the
Trustee only to the extent to which it can
be satisfied out of property of the Trust
out of which the Trustee is actually
indemnified for the liability. This
limitation of the Trustee's liability
applies despite any other provision of this
agreement and extends to all liabilities and
obligations of the Trustee in any way
connected with any representation, warranty,
conduct, omission,
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SERVICING AGREEMENT SERIES 1999-1G AMENDMENT XXXXX XXXXX
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agreement or transaction related to this
agreement or the Trust.
(ii) The parties other than the Trustee may not
xxx the Trustee in any capacity other than
as trustee of the Trust or seek the
appointment of a receiver (except under the
Security Trust Deed), or a liquidator, an
administrator or any similar person to the
Trustee or prove in any liquidation,
administration or arrangements of or
affecting the Trustee.
(iii) The provisions of this clause 1.3 shall not
apply to any obligation or liability of the
Trustee 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 Trustee's
indemnification out of the Assets of the
Trust as a result of the Trustee's fraud,
negligence or breach of trust.
(iv) It is acknowledged that the Trust Manager,
the Currency Swap Providers, the Servicer,
the Note Trustee, the Principal Paying
Agent, the other Paying Agents and the Agent
Bank (each a RELEVANT PARTY) are responsible
under this agreement and the other
Transaction Documents for performing a
variety of obligations relating to the
Trust. No act or omission of the Trustee
(including any related failure to satisfy
its obligations under this agreement) will
be considered fraud, negligence or breach of
trust of the Trustee for the purpose of
sub-paragraph (iii) to the extent to which
the act or omission was caused or
contributed to by any failure by any
Relevant Party or any other person who
provides services in respect of the Trust
(other than a person who has been delegated
or appointed by the Trustee and for whom the
Trustee is responsible under this agreement
or the relevant Transaction Documents, but
excluding any Relevant Party) to fulfil its
obligations relating to the Trust or by any
other act or omission of a Relevant Party or
any other person who provides services in
respect of the Trust (other than a person
who has been delegated or appointed by the
Trustee and for whom the Trustee is
responsible under this agreement or the
relevant Transaction Documents, but
excluding any Relevant Party).
(v) No attorney, agent, receiver or receiver and
manager
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appointed in accordance with this agreement
or any other Transaction Documents
(including a Relevant Party) has authority
to act on behalf of the Trustee in a way
which exposes the Trustee to any personal
liability and no act or omission of any such
person will be considered fraud, negligence
or breach of trust of the Trustee for the
purpose of sub-paragraph (iii), if the
Trustee has exercised reasonable care in the
selection and supervision of such a person."
(d) Clause 3.1(d)(ii) of the Servicing Agreement is
deleted and replaced with the following clause
3.1(d)(ii).
"(d) if its holding company has a long term
rating from S&P of not less than A- and a
long term rating from Xxxxx'x of not less
than A2 and a long term rating from Fitch of
not less than A-, not later than the last
Business Day of each calendar year during
the Term;".
(e) Clause 3.4 of the Servicing Agreement is amended by
deleting the word "may" in the fourth last line of
that clause and replacing it with the word "must".
(f) Clause 6.2(a) of the Servicing Agreement is deleted
and replaced with the following clause 6.2(a).
"(a) If Westpac has a short term rating of A-1+
from S&P, P-1 from Xxxxx'x and F-1 + from
Fitch, or otherwise satisfies the
requirements of each Designated Rating
Agency so that any rating given by any
Designated Rating Agency in respect of the
Notes will not be adversely affected,
Westpac must pay the Collections it receives
during a Collection Period on the Remittance
Date for that Collection Period into the
relevant Collection Account."
(g) Clause 6.2(c), of the Servicing Agreement is deleted
and replaced with the following clause 6.2(c).
"(c) If Westpac does not have a short term rating
of at least A-1+ from S&P and at least P-1
from Xxxxx'x and at least F-1+ from Fitch,
or otherwise does not satisfy the
requirements of each of those Designated
Rating Agencies so that the rating given by
any Designated Rating Agency in respect of
the Notes will be adversely affected, then
Westpac shall pay all Collections in its
possession or control into the relevant
Collection Account no later than five
Business Days following receipt."
(h) Clause 8.2(a) of the Servicing Agreement is deleted
and replaced with the following clause 8.2(a).
"(a) If a Servicer Transfer Event occurs, the
Trustee must
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terminate this Agreement with immediate
effect. The Trustee must promptly give
notice of that termination to the Trust
Manager, the Approved Seller, the Servicer
and the Designated Rating Agencies."
(i) The following is inserted as clause 8.2(d):
"(d) If this agreement is terminated in
accordance with this clause 8.2, then until
the Trustee appoints an Eligible Servicer to
be the Servicer, and that Eligible Servicer
agrees to act as Servicer, the Trustee shall
act as Servicer and is entitled to the fee
payable under clause 7 while so acting."
(j) Clause 8.3 of the Servicing Agreement is amended by
deleting the words ", and that" in line two of that
clause and replacing them with the word "which".
(k) Paragraph 5(b)(ii) of schedule 1 to the Servicing
Agreement is deleted.
(l) WSM shall be the TRUST MANAGER for all purposes under
the Servicing Agreement. The Servicer will have no
obligations as Trust Manager and acts only as
Servicer under the Servicing Agreement.
3. AMENDMENTS LIMITED
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The amendments to the Servicing Agreement set out in this agreement
apply only in relation to the Trust, and do not apply in relation to
any other Trust (as defined in the Master Trust Deed).
4. GOVERNING LAW
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This agreement is governed by the laws of New South Wales and each
party submits to the non-exclusive jurisdiction of its courts and the
courts exercising jurisdiction in that State.
5. COUNTERPARTS
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This agreement may be executed in any number of counterparts. All
counterparts taken together are deemed to constitute one instrument.
EXECUTED in Sydney.
Each attorney executing this agreement states that he has no notice of
revocation or suspension of his power of attorney.
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SIGNED on behalf of ) ----------------------------------------
WESTPAC BANKING ) Signature
CORPORATION )
by its attorney ) ----------------------------------------
in the presence of: ) Print Name
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Signature
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Witness Print name
-------------------------------------
Print name
SIGNED on behalf of )
THE MORTGAGE COMPANY )
PTY LIMITED )
by its attorney )
in the presence of: )
----------------------------------------
Signature
------------------------------------- ----------------------------------------
Witness Print name
-------------------------------------
Print name
SIGNED on behalf of )
WESTPAC SECURITIES )
ADMINISTRATION LIMITED )
by its attorney )
in the presence of: )
----------------------------------------
Signature
------------------------------------- ----------------------------------------
Witness Print name
-------------------------------------
Print name
SIGNED on behalf of )
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SERVICING AGREEMENT SERIES 1999-1G AMENDMENT XXXXX XXXXX
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WESTPAC SECURITISATION )
MANAGEMENT PTY LIMITED )
by its attorney )
in the presence of: )
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Signature
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Witness Print name
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Print name
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