AMENDING DEED
ISDA MASTER AGREEMENT
NATIONAL AUSTRALIA BANK LIMITED
ABN 12 004 044 937
PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 000 000
and
ME PORTFOLIO MANAGEMENT LIMITED
ABN 79 005 964 134
[FREEHILLS LOGO]
XXX Xxxxxx Xxxxxx Xxxxx Xxxxxx XXX 0000 Xxxxxxxxx Telephone 00 0 0000 0000
Facsimile 61 2 9322 4000 xxx.xxxxxxxxx.xxx.xx DX361 Sydney
SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY Correspondent
Offices JAKARTA KUALA LUMPUR SINGAPORE
Liability limited by the Solicitors' Limitation of Liability Scheme, approved
under the Professional Standards Xxx 0000 (NSW)
Reference PJSR:TEL:25E
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TABLE OF CONTENTS
Clause Page
1 DEFINITIONS AND INTERPRETATION 1
2 AMENDMENTS TO THE MASTER AGREEMENT 2
2.1 Amendments to the Schedule to the Master Agreement 2
2.2 Amendments not to affect validity, rights, obligations 2
2.3 Acknowledgment 2
3 GENERAL 2
3.1 Governing law and jurisdiction 2
3.2 Attorneys 2
3.3 Counterparts 2
SCHEDULE 1 - AMENDMENTS TO THE SCHEDULE TO THE MASTER AGREEMENT 4
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THIS AMENDING DEED
is made on 2003 between the following parties:
1. NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 of Xxxxx 00,
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (PARTY A )
2. PERPETUAL TRUSTEES AUSTRALIA LIMITED in its capacity as trustee of
the Trusts ABN 86 000 000 000 of Xxxxx 0, 00 Xxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxxx Xxxxx (PARTY B)
3. ME PORTFOLIO MANAGEMENT LIMITED in its capacity as manager of the
Trusts ABN 79 005 964 134 of Xxxxx 00, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx (PARTY C)
RECITALS
A. Party B is a trustee of trusts known as Superannuation Members
Home Loans Trusts (the TRUSTS) and Party C is a manager of the
Trusts.
B. The parties are party to an ISDA Master Agreement (including all
schedules and annexures) dated 21 December 2000 (MASTER
AGREEMENT).
C. Section 9(b) of the Master Agreement permits the parties to amend
the Master Agreement (which includes the Schedule) and the parties
have complied with Section 9(b) of the Master Agreement in respect
of the amendments to be effected by this deed.
D. The parties wish to amend the Master Agreement in the manner set
out in this deed.
THIS DEED WITNESSES
that in consideration of, among other things, the mutual promises contained in
this deed, the parties agree:
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1 DEFINITIONS AND INTERPRETATION
In this deed:
(a) EFFECTIVE DATE means in relation to the amendment in clause 2.1,
the date of this deed; and
(b) a word or phrase (except as otherwise provided) defined in the
Master Agreement has the same meaning as in the Master Agreement.
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2 AMENDMENTS TO THE MASTER AGREEMENT
2.1 AMENDMENTS TO THE SCHEDULE TO THE MASTER AGREEMENT
(a) The Schedule to the Master Agreement is amended as shown in
Schedule 1 by:
(1) deleting the text which is struck through in Schedule 1;
and
(2) inserting the text which is underlined in Schedule 1.
(b) The amendments in clause 2.1(a) take effect in respect of any
Transaction entered into after the Date of this deed, unless
the parties otherwise expressly agree.
(c) The amendments to the Master Agreement in clause 2.1(a) take
effect from the Effective Date.
2.2 AMENDMENTS NOT TO AFFECT VALIDITY, RIGHTS, OBLIGATIONS
(a) An amendment to the Master Agreement does not affect the
validity or enforceability of the Master Agreement.
(b) Nothing in this deed:
(1) prejudices or adversely affects any right, power,
authority, discretion or remedy arising under the Master
Agreement before the date of this deed; or
(2) discharges, releases or otherwise affects any liability
or obligation arising under the Master Agreement before
the date of this deed.
2.3 ACKNOWLEDGMENT
Each party acknowledges that this deed is issued in accordance
with the Master Agreement.
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3 GENERAL
3.1 GOVERNING LAW AND JURISDICTION
(a) This deed is governed by the laws of New South Wales.
(b) The parties irrevocably submit to the non-exclusive
jurisdiction of the courts of New South Wales.
3.2 ATTORNEYS
Each of the Attorneys executing this deed states that the attorney
has no notice of the revocation of the power of attorney
appointing that attorney.
3.3 COUNTERPARTS
(a) This deed may be executed in any number of counterparts.
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(b) All counterparts, taken together, constitute one instrument.
(c) A party may execute this deed by signing any counterpart.
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EXECUTED AS A DEED:
SIGNED SEALED AND DELIVERED for
NATIONAL AUSTRALIA BANK LIMITED
by its attorney
in the presence of:
---------------------------------- --------------------------------
Witness Attorney
---------------------------------- --------------------------------
Name (please print) Name (please print)
SIGNED SEALED AND DELIVERED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
by its attorney in the presence of:
---------------------------------- --------------------------------
Witness Attorney
---------------------------------- --------------------------------
Name (please print) Name (please print)
SIGNED SEALED AND DELIVERED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney
in the presence of:
---------------------------------- --------------------------------
Witness Attorney
---------------------------------- --------------------------------
Name (please print) Name (please print)
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SCHEDULE 1 - AMENDMENTS TO THE SCHEDULE TO THE MASTER AGREEMENT
(Clause 2.1)
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SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF 2000
BETWEEN
NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) (PARTY A)
AND
PERPETUAL TRUSTEES AUSTRALIA LIMITED (ABN 86 000
431 827) IN ITS CAPACITY AS TRUSTEE OF
VARIOUS SECURITISATION FUNDS FROM TIME
TO TIME ESTABLISHED UNDER THE MASTER
TRUST DEED (PARTY B)
AND
ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134)
IN ITS CAPACITY AS MANAGER OF THE SECURITISATION FUNDS FROM TIME TO TIME
ESTABLISHED UNDER THE MASTER TRUST DEED (PARTY C)
PART 1. TERMINATION PROVISIONS.
In this Agreement:
(a) "SPECIFIED ENTITY" means in relation to Party A for the purposes of:
Section 5(a)(v): Nil
Section 5(a)(vi): Nil
Section 5(a)(vii): Nil
Section 5(b)(iv): Nil
and in relation to Party B for the purposes of:
Section 5(a)(v): Nil
Section 5(a)(vi): Nil
Section 5(a)(vii): Nil
Section 5(b)(iv): Nil
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
of this Agreement.
(c)
(i) Sections 5(a)(ii), (iii), (iv), (v), (vi), (viii), 5(b)(iii) and
(iv) will not apply to Party A or Party B.
(ii) Section 5(b)(ii) will not apply to Party A as the Affected Party
(subject to Part 5.1(ze) of this Schedule.
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(d) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to Party A and will not apply to Party B.
(e) PAYMENTS ON EARLY TERMINATION for the purpose of Section 6(e) of this
Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(f) "TERMINATION CURRENCY" means Australian Dollars if such currency is
freely available, and otherwise United States Dollars.
(g) "ADDITIONAL TERMINATION EVENT" means:
(i) Party B must, at the direction of Party C, terminate this
Agreement if it 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); and
(ii) Party B must, at the direction of Party C, terminate this
Agreement if Party A breaches Part 5.1(x) or (y) (and Party A
is the Affected Party).
(h) the "Bankruptcy" provisions of Section 5(a)(vii) are replaced by
"Insolvency Event under the Security Trust Deed has occurred in respect
of Party A or Party B". The occurrence of an Insolvency Event in
respect of Party B in its personal capacity will not constitute an
Event of Default provided that within thirty Business Days of that
occurrence, Party A, Party B and Party C are able to procure the
novation of this Agreement and all Transactions to a third party in
respect of which the 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.
(i) "TRANSFER TO AVOID TERMINATION EVENT". In section 6(b)(ii), after the
words "another of its Offices or Affiliates" on the seventh line add
"(in respect of which the Rating Agencies confirm that the transfer
will not cause a reduction or withdrawal of the ratings for the
Notes)".
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PART 2. TAX REPRESENTATIONS.
(a) PAYER REPRESENTATIONS: For the purpose of Section 3(e), 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);
(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) of this
Agreement; 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) by reason of material
prejudice to its legal or commercial position.
(b) PAYEE REPRESENTATIONS:
For the purpose of Section 3(f), Party A will make the following
representation and Party B will make the following representation:
It is an Australian resident and does not derive the payments under
this Agreement in part or whole in carrying on business in a country
outside Australia at or through a permanent establishment of itself in
that country.
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PART 3 . DOCUMENTS TO BE DELIVERED.
For the purposes of Section 4(a) of the Agreement, each party agrees to deliver
the following documents as applicable:
(a) Tax forms, documents or certificates to be delivered are:-
PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH DOCUMENT
DELIVER DOCUMENT TO BE DELIVERED
Parties A and B Any document or certificate reasonably As soon as reasonably
required or reasonably requested by a practicable following a
party in connection with its obligations request by the other party.
to make a payment under this Agreement
which would enable that party to make the
payment free from any deduction or
withholding for or on account of Tax or
which would reduce the rate at which
deduction or withholding for or on account
of Tax is applied to that payment.
(b) Other documents to be delivered are:
PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH DOCUMENT
DELIVER DOCUMENT TO BE DELIVERED
Parties A, B and C A list of authorised signatories for the
At the execution and delivery party and
evidence satisfactory in form of this
Agreement and and substance to the other
parties of the thereafter promptly upon any
authority of the authorised signatories of
change in authorised persons the party to
execute this Agreement and or upon request.
each Confirmation on behalf of the party.
Party A Annual report containing consolidated Upon reasonable request by
financial statements certified by Party B or Party C.
independent certified public accountants
and prepared in accordance with accounting
principles that are generally accepted in
the country in which Party A is organised,
and such other public information in
respect of its condition or operations,
financial or other wise, as the other
party may reasonably request from time to
time.
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Party C A copy of the most recent financial Upon reasonable request by
statements of any Securitisation Fund, Party A.
certified by independent certified public
accountants, and prepared in accordance
with accounting principles that are
generally accepted in the country in which
Party C is organised and such other public
information in respect of that
Securitisation Fund's condition or
operations, financial or otherwise, as
Party A may reasonably request from time
to time.
Party C A copy of any report or account relating Upon reasonable request by
to any Securitisation Fund as is produced Party A subject to not being
for distribution to Bondholders of that obliged to deliver any
Securitisation Fund or presentation to the document if to do so would
board of directors of Party C, and such breach or infringe any law or
other information in Party C's control legally binding obligation or
regarding the financial condition and restraint.
business operations of that Securitisation
Fund as Party A may reasonably request
from time to time.
Party C A copy of the Master Trust Deed. The date of this Agreement.
Party C A copy of any document amending or varying Promptly upon any such
the terms of the Master Trust Deed. document becoming effective
in accordance with its terms.
Party C A copy of the Security Trust Deed and the 5 Local Business Days prior
Information Memorandum relating to any to the date of the first
Securitisation Fund. Transaction made under this
Agreement relating to that
Securitisation Fund
Party C A copy of any document amending or varying Promptly upon any such
the terms of the Security Trust Deed or document becoming effective
the Information Memorandum relating to any in accordance with its terms.
Securitisation Fund.
Each of the foregoing documents is covered by the representation contained in
Section 3(d) of this Agreement.
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PART 4 - MISCELLANEOUS
(a) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
Address for notices to Party A:
NATIONAL AUSTRALIA BANK LIMITED
00XX XXXXX
000 XXXXXX XXXXXX
XXXXXXXXX XXX 0000
ATTENTION: NATIONAL OPERATIONS MANAGER
TELEX: AA 30241ANSWERBACK: NATAUS
TELEPHONE: 00-0000-0000
FACSIMILE: 00-0000-0000
(For all purposes)
Address for notices to Party B:
PERPETUAL TRUSTEES AUSTRLIA LIMITED
XXXXX 0
0 XXXXXXXXXXX XXXXXX
XXXXXX XXX 0000
ATTENTION: MANAGER - SECURISATION
TELEPHONE: 02-9229 9000
FACSIMILE: 00-0000 0000
(For all purposes)
Address for notices to Party C:
ME PORTFOLIO MANAGEMENT LIMITED
XXXXX 00
000 XXXXXXX XXXXXX
XXXXXXXXX XXX 0000
ATTENTION: SETTLEMENTS OFFICER
TELEPHONE: 00-0000 0000
FACSIMILE: 00-0000 0000
(For all purposes)
(b) 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.
(c) OFFICES. The provisions of Section 10(a) will not apply to this
Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
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Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-
In relation to Party A: None.
In relation to Party B and each Securitisation Fund: The Security Trust
Deed established under the Master Trust Deed that is relevant to that
Securitisation Fund.
(g) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A:
Not Applicable.
Credit Support Provider means in relation to Party B and each
Securitisation Fund: Not Applicable.
(h) GOVERNING LAW. This Agreement will be governed by, and construed 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
that State without reference to choice of law doctrine. The provisions
of Section 13(b) will apply (mutatis mutandis) to this choice of
governing law and submission of jurisdiction.
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) 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.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. However, for the purpose of Section 3(c) each of Party A,
Party B and Party C are deemed not to have any Affiliates.
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PART 5. OTHER PROVISIONS.
5.1 MODIFICATIONS TO THE AGREEMENT
(a) SINGLE AGREEMENT: Section 1(c) is replaced with:
"All Transactions are entered into in reliance on the fact that this
Master Agreement and all Transactions (as evidenced by their
Confirmations) form a single contract (collectively referred to as this
"Agreement") and the parties would not otherwise enter into any
Transactions. The entering into of each Transaction takes effect as an
amendment to this Agreement (but no such amendment is effective to defeat
or prejudice the operation of Section 15)."
(b) PAYMENTS: In Section 2:
(i) 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".
(ii) In Section 2(a)(ii) insert immediately after the words "freely
transferable funds" the following words:
", free of any set-off, counterclaim, deduction or withholding
(except as expressly provided in this Agreement)".
(iii) Insert new paragraphs (iv) and (v) in Section 2(a) immediately
after Section 2(a)(iii) as follows:
"(iv) The condition precedent in Section 2(a)(iii)(1) does not
apply to a payment due to be made to a party if it has
satisfied all its payment and delivery obligations under
Section 2(a)(i) 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 applicable to Party B's
obligations and entitlement referred to in Section
2(a)(v)(1) 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
irrevocably instructions to effect payment of the Party
B payment and that funds are available to make that
payment".
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(iv) 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."
(v) Delete Section 2(d)(i)(4) and Section 2(d)(ii).
(c) Section 3(a)(v) of this Agreement is modified by adding in the fourth
line 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".
(d) ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
after Section 3(f):
"(g) NON ASSIGNMENT. It has not assigned (whether absolutely, in equity
or otherwise) or declared any trust over or given any charge over
any of its rights under this Agreement or any Transaction (other
than, in respect of Party B, the Securitisation Funds created
pursuant to the Master Trust Deed and the charge given pursuant to
a Security Trust Deed).
(h) CONTRACTING AS PRINCIPAL. Subject to Section 15, each Transaction
has been entered into by that party:
(i) in the case of Party A, as principal and not
otherwise; and
(ii) in the case of Party B, in its capacity as trustee of
the relevant Securitisation Fund and not otherwise.
(i) EXPERTISE.
(i) In the case of Party A, it has sufficient knowledge
and expertise to enter into each Transaction and is
relying on its own judgement and not on the advice
of Party B.
(ii) In the case of Party B, it relies on the knowledge,
expertise and judgement of Party C in entering into
each Transaction and does not rely on the advice of
Party A".
(e) ADDITIONAL COVENANT: In Section 4 add the following immediately after
Section 4(e):
"(f) CONTRACTING AS PRINCIPAL. Subject to Section 15, Party A will
enter into each Transaction as principal and not otherwise and
Party B will enter into each Transaction in its capacity as
trustee of the relevant Securitisation Fund and not otherwise."
(f) EVENT OF DEFAULT: Delete Section 5(a)(i) and insert instead:
"(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:
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(1) in respect of any relevant Securitisation Fund which has "SMHL
Global" included in its name, at or before 10.00am on the
tenth Local Business Day after notice of such failure is given
to the party
(2) in respect of the relevant Securitisation Fund (other than a
relevant Securitisation Fund which has "SMHL Global" included
in its name), at or before 10.00am on the fifth Local Business
Day after notice of such failure is given to the party;"
(g) EARLY TERMINATION: In Section 6:
(i) Add the following sentence at the end of the first paragraph of
Section 6(b)(ii):
"However, if Party B is the Affected Party, then Party B will only
be obliged to make such efforts to effect a transfer in accordance
with this Section 6(b)(ii) as it is able to make by application of
funds available for such application in accordance with the
provisions of the Master Trust Deed".
(ii) Add the following sentence at the end of the second paragraph of
Section 6(b)(ii):
"so long as the transfer in respect of that Transaction would not
lead to a rating downgrade, or rating withdrawal, of any rated
debt of Party B that is secured under the Relevant Security Trust
Deed. However, if Party A is that other party it must, if so
requested by Party B, use reasonable efforts to make such a
transfer to an Affiliate (as that expression is defined in Section
14) at the expense of Party A.";
(iii)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
that its credit exposure to the transferor would be adversely
affected by the transfer."
(h) Delete the last sentence of the first paragraph of section 6(e).
(i) TRANSFER: Section 7 is deleted and replaced with the following:
"TRANSFER
(a) Neither the interests nor obligations of either party in or
under this Agreement (including any Transaction) are capable
of being assigned or transferred (whether at law, in equity
or otherwise and whether by way of security or otherwise),
charged or the subject of any trust or other fiduciary
obligation (other than, in respect of Party B, the trusts
and fiduciary obligations created pursuant to the Master
Trust Deed and any charge created by a Security Trust Deed).
Any action by a party which purports to do any of these
things is void.
(b) Nothing in this Section 7:
(i) restricts the parties agreeing to a novation of the
interests and obligations of a party in or under
this Agreement (including any Transaction)
including, but not limited to, for the purposes of
giving effect to a transfer under section 6(b)(ii);
(ii) restricts a transfer by a party of any part of its
interest in any amount payable to it from a
Defaulting Party under Section 6(e);
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(iii) restricts a transfer by a party after the other
party has agreed to the variation of this Agreement
to the extent necessary to permit such transfer; or
(iv) restricts a transfer by a Security Trustee pursuant
to the exercise of its powers under a Security Trust
Deed.
(c) Unless otherwise agreed by the parties, Standard & Poor's
Ratings Group, Xxxxx'x Investors Service and Fitch Ratings,
any transfer or assignment pursuant to this Section 7 must
be made to an entity in respect of which each of those
rating agencies have confirmed that such transfer or
assignment will not result in a reduction or withdrawal of
the then rating of any outstanding Bonds by each of those
rating agencies.
(d) Each party acknowledges that the other party enters into
this Agreement and each Transaction on the basis that this
Section 7 must be strictly observed and is fundamental to
the terms of this Agreement (including each Transaction)."
(j) MISCELLANEOUS: In Section 9(b):
(i) the first word "No" is replaced with:
"Except to the extent that the entering into of each Transaction
takes effect as an amendment to this Agreement (in the manner and
subject to the qualification referred to in Section 1(c), as
varied by this Schedule), no"; and
(ii) add at the end of Section 9(b):
"Any amendment made under this Section 9(b) may only be made after
Standard & Poor's Ratings Group, Xxxxx'x Investors Service and
Fitch Ratings have confirmed in writing that such proposed
amendment will not result in a reduction or withdrawal of the then
rating of any outstanding Bonds by each of those rating agencies."
(k) DEFINITIONS: In Section 14:
(i) Section 14 is renumbered as Section 14(a).
(ii) Delete the definition "Affected Transactions" and insert the
following:
"AFFECTED TRANSACTIONS" means all Transactions.
(iii)Insert the following new definitions in Section 14(a) in
alphabetical order:
"INFORMATION MEMORANDUM" means the Information Memorandum prepared
by Party B and Party C in relation to a Securitisation Fund.
"MASTER TRUST DEED" means the Master Trust Deed dated 4 July 1994
(as amended) made between Party C and Party B, pursuant to which
the trust funds, collectively known as the "Superannuation
Members' Home Loans Trusts" (including the Securitisation Funds)
are constituted.
"ORIGINATION FUND" means an Origination Fund established under the
Master Trust Deed.
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"SECURITISATION FUNDS" means the Securitisation Funds created
under the Master Trust Deed from time to time and "SECURITISATION
FUND" means any of them.
"SECURITY TRUST DEED" means the Security Trust Deed established
under the Master Trust Deed that is relevant to that
Securitisation Fund.
"RELEVANT SECURITISATION FUND" means, in relation to a
Transaction, the Securitisation Fund specified in the Confirmation
relating to that Transaction.
"SUPPLEMENTARY BOND TERMS NOTICE" has the meaning given to it in
the Master Trust Deed.
(iv) Insert the following new Section 14(b) after Section 14(a):
"(b) Unless otherwise defined herein, terms defined in the Master
Trust Deed and the relevant Security Trust Deed have the
same meaning where used in this Agreement.
(v) Each of the following expressions has the meaning given to them in
the Supplementary Bond Terms Notice:
"INVESTED AMOUNT"
"NOTES"
"NOTEHOLDER"
"NOTE TRUSTEE"
(l) TRUSTEE PROVISIONS: Insert the following new Section 15 after
Section 14:
"15(a) TRUSTEE UNDERTAKINGS. Party B undertakes that it will, subject
to its duties and obligations under the Master Trust Deed:
(i) exercise its right of indemnity out of the assets of
the relevant Securitisation Fund;
(ii) observe its obligations under the Master Trust Deed
and otherwise as trustee of the relevant
Securitisation Fund;
(iii) not do anything which could impair its right of
indemnity out of the assets of the relevant
Securitisation Fund; and
(b) TRUSTEE REPRESENTATIONS. In addition to the representations in
Section 3, Party B represents to Party A (which
representations will be deemed to be repeated at all times
until termination of this Agreement) that:
(i) its execution and delivery of this Agreement, and of
any document required or contemplated by this
Agreement, and the performance of its obligations
under this Agreement are authorised under the Master
Trust Deed;
(ii) it is the present and only trustee of the relevant
Securitisation Fund;
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 17
(iii) subject to the Master Trust Deed and the law there is
no restriction on its right of recourse or indemnity
to or out of the assets for the time being of the
relevant Securitisation Fund and to the best of its
knowledge and belief nothing has happened which could
impair its right of indemnity out of the assets of
the relevant Securitisation Fund;
(iv) its entry into this Agreement and each Transaction in
relation to a relevant Securitisation Fund is for the
benefit of and in the interests of the beneficiaries
of the relevant Securitisation Fund;
(v) it is not in material breach of any provision of the
Master Trust Deed nor committed any material breach
of duty or trust in respect of the relevant
Securitisation Fund for which has not been waived by
Party A.
(c) CAPACITY OF PARTY B AND SEGREGATION OF THE SECURITISATION FUNDS
(i) Party B enters into this Agreement only in its capacity as
trustee of each relevant Securitisation Fund and in no other
capacity. A liability arising under or in connection with
this Agreement is limited to and can be enforced against
Party B only to the extent to which it can be satisfied out
of property of the Securitisation Fund out of which Party B
is actually indemnified for the liability. This limitation
of Party B's liability applies despite any other provision
of this Agreement (other than Section 15(c)(iii)) 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.
(ii) The parties other than Party B may in respect of this
Agreement not xxx Party B in any capacity other than as
trustee of the relevant Securitisation Fund, including seek
the appointment of a receiver (except in relation to
property of the relevant Securitisation Fund), a liquidator,
an administrator or any similar person to Party B or prove
in any liquidation, administration or arrangement of or
affecting Party B (except in relation to property of the
relevant Securitisation Fund).
(iii) The provisions of this Section 15(c) shall not apply to any
obligation or liability of Party B to the extent that it is
not satisfied because under the Master Trust Deed or by
operation of law there is a reduction in the extent of Party
B's indemnification out of the assets of the relevant
Securitisation Fund, as a result of Party B's fraud,
negligence or wilful default.
(iv) It is acknowledged that Party C is responsible under the
Master Trust Deed for performing a variety of obligations
relating to the Securitisation Funds including under this
Agreement. No act or omission of Party B (including any
related failure to satisfy its obligations or a breach or
representation or warranty under this Agreement) will be
considered fraud, negligence or wilful default of Party B
for the purpose of Section 15(c)(iii) to the extent to which
the act or omission was caused or contributed to by any
failure by Party C or any other person to fulfil its
obligations relating to the Securitisation Funds or by any
other act or omission of Party C or any other person.
(v) Party B is not obliged to do or refrain from doing anything
under this Agreement (including incurring any liability)
unless Party B's liability is limited in the same manner as
set out in paragraphs (i) to (iii) of this section 15(c).
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 18
(vi) Without limiting the generality of Sections 15(c)(i) to (v)
inclusive, the provisions of this Agreement shall have
effect severally in respect of each Securitisation Fund and
shall be enforceable by or against Party B in its capacity
as trustee of each such Securitisation Fund as though a
separate agreement applied between Party A and Party B for
each of Party B's said several capacities, to the intent
that (inter alia):
(1) unless the context indicates a contrary intention,
each reference to "Party B" in this Agreement shall be
construed as a several reference to Party B in its
respective capacities as trustee of each
Securitisation Fund;
(2) this Agreement together with each Confirmation
relating to a particular Securitisation Fund will form
a single separate agreement between Party A, Party C
in its capacity as manager of that relevant
Securitisation Fund and Party B in its capacity as
trustee of that relevant Securitisation Fund and
references to the respective obligations (including
references to payment obligations generally and in the
context of provisions for the netting of payments and
the calculation of amounts due on early termination)
of Party A and Party B shall be construed accordingly
as a several reference to each mutual set of
obligations arising under each such separate agreement
between Party A and Party B in its several capacities
as trustee of each Securitisation Fund and Party C in
its several capacities as manager of each
Securitisation Fund;
(3) representations made and agreements entered by the
parties under this Agreement are made and entered in
the case of Party B severally by Party B in its
respective capacities as trustee of each
Securitisation Fund and, in the case of Party C, made
and entered severally by Party C in its respective
capacities as manager of each Securitisation Fund and
may be enforced by Party B or Party C (as the case
requires) against Party A severally in Party B's or
Party C's (as the case requires) said several
capacities;
(4) rights of termination, and obligations and
entitlements consequent upon termination, only accrue
to Party A against Party B severally in Party B's
respective capacities as trustee of each
Securitisation Fund, and against Party C severally in
Party C's respective capacities as manager of each
Securitisation Fund and only accrue to Party B against
Party A severally in Party B's said several capacities
and only accrue to Party C against Party A severally
in Party C's said several capacities; and
(5) without limiting Section 15(vi)(4), the occurrence of
an Event of Default or Termination Event in respect of
one Securitisation Fund shall not in itself constitute
an Event of Default or Termination Event in respect of
any other Securitisation Fund."
(m) ADDITIONAL PROVISIONS
(1) ISDA DEFINITIONS. Reference is hereby made to the 1991
Definitions (as supplemented by the 1998 Supplement) ("the
1991 Definitions"), as published by the International Swap and
Derivatives Association, Inc., which are hereby incorporated
by reference herein. Any terms used and not otherwise defined
herein which are contained in the 1991 Definitions, shall have
the meaning set forth therein.
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 19
(2) SCOPE OF AGREEMENT. Notwithstanding anything contained in the
Agreement to the contrary, if the parties enter into, or have
entered into, any Specified Transaction, such Specified
Transaction shall be subject to, governed by and construed in
accordance with the terms of this Agreement unless the
Confirmation relating thereto shall specifically state to the
contrary. Each such Specified Transaction shall be a
Transaction for the purposes of this Agreement.
(n) ROLE OF PARTY C:
Party C-
(i) may on behalf of Party B arrange, enter into and monitor
Transactions and novations of Transactions, execute Confirmations,
and exercise all other rights and powers of Party B hereunder;
(ii) shall, without limiting the generality of the foregoing, issue and
receive Confirmations, Certificates and other communications to or
by Party A hereunder;
(iii) must provide copies of all Confirmations and notices given by
Party A to Party B promptly upon receipt of such notices from
Party A; and
(iv) must provide, at the same time as notice of the details of the
loan pool allocation is provided to Party B, a notice to Party B
of the details of any proposed Transaction or novation of
Transaction.
A failure by Party C to give notice to Party B under the above provisions
will not of itself affect the validity of any Transaction or novation of
Transaction. For the avoidance of doubt, a Transaction of novation of
Transaction entered into by Party C on behalf of Party B as contemplated
under this Agreement is binding on each of Party A, Party B and Party C.
(o) PROCEDURES FOR ENTERING INTO TRANSACTIONS.
(i) CONFIRMATION OF TRANSACTIONS. Transactions shall be created at the
moment that the parties agree sufficient particulars for
completion of a Confirmation. With respect to each Transaction
entered into pursuant to this Agreement, Party A shall, on or
promptly after the relevant Trade Date, send to Party B care of
Party C a Confirmation confirming that Transaction. Party C will
confirm the accuracy of or request the correction of such
Confirmation. If Party C fails to respond within 3 Local Business
Days, the Confirmation shall be deemed to correctly reflect the
parties agreement on the terms of the Transaction referred
therein, absent manifest error. The requirement in this Agreement
that the parties exchange Confirmations shall for all purposes be
deemed satisfied by a Confirmation sent and an acknowledgment
deemed given as provided herein.
(ii) SPECIFICATION OF FUND. Each Confirmation regarding a Transaction
must specify the name of the Securitisation Fund to which the
Transaction relates.
(p) 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) this Agreement; and (iii) the 1991
Definitions.
(q) FURTHER ASSURANCES: Each party shall, upon request by the other party
(the "REQUESTING PARTY") at the expense of the requesting party, perform
all such acts and execute all such
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 20
agreements, and other documents and instruments as the requesting party
reasonably requires and confirm the rights and powers afforded, created
or intended to be afforded or created, under or in relation to this
Agreement and each Transaction or other dealing which occurs under or is
contemplated by it.
(r) ADDENDUM: The following addenda to the Schedule to the Master Agreement
of International Swap Dealers Association, Inc. in the form of the
copies attached to this Agreement are deemed to be incorporated in this
Agreement:
- September 1991 Australian Xxxxxxxx Xx.0 (as amended in September
1992 & March 1997) - Interest Rate Caps, Collars and Floors.
- September 1991 Australian Addendum No.2. (as amended in September
1992, March 1994 & March 1997) - Swaptions.
- September 1992 Australian Addendum No.6. - A$ Forward Rate
Agreements.
(s) Any reference to a:
(i) "SWAP TRANSACTION" in the 1991 ISDA Definitions (as supplemented
by the 1998 Supplement) (the "1991 Definitions) is deemed to be a
reference to a "Transaction" for the purpose of interpreting this
Agreement or any Confirmation; and
(ii) "TRANSACTION" in this Agreement or any Confirmation is deemed to
be a reference to a "Swap Transaction" for the purposes of
interpreting the 1991 Definitions.
(t) CONSENT TO RECORDING: Each party: (i) consents to the recording of the
telephone conversations of trading personnel of the parties 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.
(u) CONSENT TO INFORMATION DISCLOSURE: Each party hereby consents to the
communication and disclosure of all information in respect of this
Agreement and Transactions thereunder to: (i) any other branches of the
other party; and (ii) any government and regulatory authorities as and
when required by such government and regulatory authorities.
(v) MASTER NOVATION ANNEX:
(i) From time to time Party C may require the novation of one or
more Transactions (or a proportion of one or more
Transactions) from one Securitisation Fund to another
Securitisation Fund or an Origination Fund nominated by it.
Party C shall at least 5 Local Business Days prior to the
effective date of a required novation notify Party A in
writing details of the novation. Party A must promptly advise
Party C whether it agrees to such novation (such agreement to
be given at its absolute discretion).
(ii) Each such novation will be governed by the Master Novation
Annex annexed to this Agreement unless otherwise agreed by
Party A, Party B and Party C.
(iii) Party B and Party C agree to promptly provide Party A with
such financial and other information in relation to the
novation and the relevant Origination Fund as Party A
reasonably requires.
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 21
(w) CONSOLIDATION OF TRANSACTIONS:
(i) From time to time Party C may request more than one
Transaction to be consolidated into one Transaction and Party
A may in its absolute discretion agree to such consolidation.
(ii) Each such consolidation will be on such terms and conditions
as agreed by Party A, Party B and Party C.
(iii) Party B and Party C agree to provide Party A with such
financial and other information in relation to the
consolidation as Party A reasonably requires.
(x) FIRST RATING DOWNGRADE: Within 5 days of a Standard & Poor's Ratings
Group rating downgrade of Party A to A+ long term rating or A-1 short
term rating, a Xxxxx'x Investors Service rating downgrade of Party A to
below an A2 long term rating or Prime-1 short term rating or a Fitch
Ratings rating downgrade of Party A to below an A long term rating or F1
short term rating, Party A must, at its cost, provide to Party B cash
collateral for each outstanding Transaction in line with the methodology
detailed in Standard & Poor's Structured Finance Australia and New
Zealand April 1999 publication "New Interest Rate and Currency Swap
Criteria Broaden Allowable Counterparties" provided that Party A and
Party B receive prior written confirmation from Moody's and Xxxxx
Ratings that the rating assigned to any Outstanding Securities by
Moody's and Fitch Ratings is not adversely affected by such collateral
arrangements being put in place. The terms and conditions of the cash
collateral to be provided by Party A will be as agreed by Party A, Party
B and Party C.
(y) SECOND RATING DOWNGRADE: Within 5 days of a Standard & Poor's Ratings
Group rating downgrade of Party A to A-2 short term rating or below, a
Xxxxx'x Investors Service rating downgrade of Party A to P2 short term
rating or below or a Fitch Ratings rating downgrade of Party A to F2
short term rating or below, Party A must be replaced with a swap
provider rated AAA or A-1 by Standard & Poor's Ratings Group, rated P-1
by Xxxxx'x Investors Service and rated F1 by Fitch Ratings. Until a
replacement swap provider is arranged, Party A will continue to lodge
cash collateral with a bank which has a short term rating of at least
A-1 (Standard & Poor's), P-1 (Moody's) and F1 (Fitch Ratings). If a
replacement swap provider is established, Party A can be removed as swap
provider. Any replacement swap agreement must have the same terms and
conditions as this Agreement including the same downgrade provisions as
this Agreement. The costs in relation to the replacement Swap Agreement
must be borne by Party A.
(z) PROVIDER OF INTEREST HEDGE: Party A, Party B and Party C all acknowledge
and confirm that Party A is a provider of an Interest Hedge as defined
in the Master Trust Deed.
(za) LIMITED RECOURSE: Party A must not, at any time during the period from
the date of this Agreement to the date of the full and final repayment
of any outstanding Bonds which are the subject of the relevant
Securitisation Fund, take any action to wind up Party B or take any
other action which may result in Party B being placed under any form of
insolvency administration.
(zb) MANAGER APPROVAL: For the purposes of the Master Trust Deed, Party C
approves of this Agreement and authorises and directs Party B to enter
into it.
(zc) Intentionally deleted.
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 22
(zd) Section 6(a) is amended by replacing "20 days" in line 3 with "5 Local
Business Days".
(ze) RESTRICTED TERMINATION RIGHTS
add a new section 6(aa) as follows:
"(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 (if applicable).
(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 Master Trust Deed
and the Supplementary Bond Terms Notice, Party B may
exercise its rights only on the instructions of the
Note Trustee (if applicable) and only after
consultation between Party A and the Note Trustee (if
applicable). Party B may only designate an Early
Termination Date at the direction of Party C.
(iii) PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:
(a) Notwithstanding Part 1(c)(ii) 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 Bonds or
Notes (as applicable) will be redeemed at the
full amount of the Invested Amount (or, if the
Bondholders or Noteholders (as applicable) by
Extraordinary Resolution have so agreed, at a
lesser 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 Bonds or Notes (as applicable).
(iv) TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any
payment by Party B to Party A under this Agreement is,
or is likely to be, made subject to any deduction or
withholding on account of Tax, Party B will endeavour
to procure the transfer as principal obligor under
Agreement in respect of each affected Transaction of a
Party B incorporated in another jurisdiction approved
by Party A and the Note Trustee (if applicable) and in
respect of which the Rating Agencies confirm that the
substitution will not cause a reduction or withdrawal
of the rating of Notes."
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(zf) APPOINTMENT OF MANAGER. Party A acknowledges that under the Master
Trust Deed the Manager is appointed manager of the Securitisation Fund
with the powers set out in and upon and subject to the terms of, the
Master Trust Deed.
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MASTER NOVATION ANNEX
THIS AGREEMENT is made the [INSERT DATE]
BETWEEN: PERPETUAL TRUSTEES AUSTRALIA LIMITED (ABN 86 000 000 000) IN ITS
CAPACITY AS TRUSTEE OF [OLD SECURITISATION FUND] ("THE RETIRING
TRUSTEE")
AND: PERPETUAL TRUSTEES AUSTRALIA LIMITED
(ABN 86 000 000 000) IN ITS CAPACITY AS TRUSTEE OF [NEW
SECURITISATION FUND] ("THE SUBSTITUTE TRUSTEE")
AND: NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)("THE
CONTINUING PARTY")
AND ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134) IN ITS
CAPACITY AS MANAGER OF [OLD SECURITISATION FUND] ("THE RETIRING
MANAGER")
AND ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134) IN ITS
CAPACITY AS MANAGER OF [NEW SECURITISATION FUND] ("THE SUBSTITUTE
MANAGER")
BACKGROUND
A. The Retiring Trustee, the Retiring Manager and the Continuing Party are
parties to the transactions specified in the schedule ("TRANSACTIONS").
B. The Transactions are governed by a master agreement entitled ISDA
Master Agreement dated [INSERT DATE] between the Retiring Trustee,
Retiring Manager and the Continuing Party ("THE MASTER AGREEMENT") as
amended from time to time.
C. The parties to this agreement have agreed to a novation of [that
proportion of the Transactions specified in the schedule the
("SPECIFIED TRANSACTIONS")] on the terms set out in this agreement
under which the Retiring Trustee and Retiring Manager are to surrender
their rights and be released and discharged from their obligations
under the Specified Transactions and the Substitute Trustee and
Substitute Manager are to become entitled to equivalent rights and
assume equivalent obligations.
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AGREEMENT:
DEFINITIONS
1. In this agreement:
"CONFIRMATION", "EVENT OF DEFAULT" and "POTENTIAL EVENT OF DEFAULT"
have the same meaning as in the Master Agreement.
"NOVATION DATE" means such date as agreed between the parties.
NOVATION
2. With effect from and including the Novation Date:
(a) the Retiring Trustee, Retiring Manager and the Continuing
Party have no further rights against each other or obligations
to each other in connection with the Specified Transactions;
and
(b) subject to clause 2(c):
(i) the Substitute Trustee and the Substitute Manager
have the same rights against, and owe the same
obligations to, the Continuing Party in connection
with the Specified Transactions; and
(ii) the Continuing Party has the same rights against, and
owes the same obligations to, the Substitute Trustee
and the Substitute Manager in connection with the
Specified Transactions,
as if the Substitute Trustee and the Substitute Manager had
been named as parties to the Specified Transactions instead of
the Retiring Trustee and the Retiring Manager; and
(c) the Specified Transactions remain at all times governed by the
Master Agreement.
REPRESENTATIONS AND WARRANTIES
3. Each of the Retiring Manager and the Continuing Party represents and
warrants to the other parties that:
(a) to the best of that party's knowledge no event has occurred
which constitutes an Event of Default or Potential Event of
Default with respect to itself and no other circumstances
exists which would entitle the other parties to terminate the
Specified Transactions; and
(b) to the best of that party's knowledge the terms of the
Specified Transactions are accurately recorded in the
Confirmation for each Specified Transaction
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and there is no dispute or grounds for a future dispute
between the Retiring Trustee, the Retiring Manager and the
Continuing Party as to the terms of or performance of
obligations under the Specified Transactions; and
CONFIRMATION
4. References in the Confirmation for the Specified Transactions to the
Retiring Trustee's accounts for payment purposes are to be taken to be
references to accounts of the Substitute Trustee as follows:
TO BE ADVISED
MISCELLANEOUS
5. Each party is to pay its own costs, charges and expenses (including,
without limitation, legal expenses) in entering into this agreement
except that the Substitute Trustee agrees to pay or reimburse the other
parties for all stamp duties, fees, taxes and charges which are payable
in connection with the novation of the Specified Transactions.
6. Each party at its own expense must, at another party's request, execute
and cause its successors to execute documents and do everything else
necessary or appropriate to bind the Substitute Trustee, the Substitute
Manager and the Continuing Party and their successors under the
Specified Transactions in accordance with the intention expressed in
clause 2(b).
7. This agreement is governed by the laws in force in the State of New
South Wales. Each party irrevocably submits to the non-exclusive
jurisdiction of the courts of the State of New South Wales and courts
of appeal from them.
8. This agreement may consist of a number of counterparts and the
counterparts taken together constitute one and the same instrument.
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SCHEDULE
1. TRANSACTIONS
2. SPECIFIED TRANSACTIONS
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EXECUTED AS AN AGREEMENT
RETIRING TRUSTEE: PERPETUAL TRUSTEES AUSTRALIA LIMITED
(ABN 86 000 000 000)
By By
---------------------------- ----------------------------
------------------------------ ------------------------------
Name of signatory Name of signatory
------------------------------ ------------------------------
Title Title
RETIRING MANAGER: ME PORTFOLIO MANAGEMENT LIMITED
(ABN 79 005 964 134)
By By
---------------------------- ----------------------------
------------------------------ ------------------------------
Name of signatory Name of signatory
------------------------------ ------------------------------
Title Title
SUBSTITUTE TRUSTEE: PERPETUAL TRUSTEES AUSTRALIA LIMITED
(ABN 86 000 000 000)
By By
---------------------------- ----------------------------
------------------------------ ------------------------------
Name of signatory Name of signatory
------------------------------ ------------------------------
Title Title
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 29
SUBSTITUTE MANAGER: ME PORTFOLIO MANAGEMENT LIMITED
(ABN 79 005 964 134)
By By
---------------------------- ----------------------------
------------------------------ ------------------------------
Name of signatory Name of signatory
------------------------------ ------------------------------
Title Title
CONTINUING PARTY: NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
By By
---------------------------- ----------------------------
------------------------------ ------------------------------
Name of signatory Name of signatory
------------------------------ ------------------------------
Title Title
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Freehills Sydney\004365644 Printed 1 April 2003 (15:23) PAGE 30
