Exhibit 10.3


 





 


Kingfisher
Trust 2004-1G

- Redraw Facility

Agreement


 


Dated


 


 


Perpetual
Trustee Company Limited (ABN 42 000 001 007) (“Trustee”)


ANZ Capel
Court Limited (ABN 30 004 768 807) (“Trust Manager”)


Australia and
New Zealand Banking Group Limited (ABN 11 005 357 522) (“Redraw Facility
Provider”)


 


 


Mallesons Stephen Jaques

Level 60

Governor Phillip Tower

1 Farrer Place

Sydney   NSW   2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com


 

















 


Kingfisher Trust 2004-1G - Redraw Facility Agreement


Contents


 


	
  Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  The Redraw Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Redraw Facility

  	
   

  
	
  1.2

  	
  Purpose

  	
   

  
	
  1.3

  	
  Redraw Shortfall

  	
   

  
	
  1.4

  	
  Trust Manager to make
  drawing

  	
   

  
	
  1.5

  	
  Limit

  	
   

  
	
  1.6

  	
  Termination

  	
   

  
	
  1.7

  	
  Extension

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Conditions precedent

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  First Drawdown Notice

  	
   

  
	
  2.2

  	
  Drawings in respect of a
  Trust

  	
   

  
	
  2.3

  	
  Certification

  	
   

  
	
  2.4

  	
  Benefit of the
  Redraw Facility Provider

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Redraw Drawings

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Use of Redraw Facility

  	
   

  
	
  3.2

  	
  Timing

  	
   

  
	
  3.3

  	
  Form of notice

  	
   

  
	
  3.4

  	
  Effective

  	
   

  
	
  3.5

  	
  Agreement to make
  Redraw Drawing

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Interest Periods

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Initial interest periods

  	
   

  
	
  4.2

  	
  Final interest period

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Payment of Interest

  	
   

  
	
  5.2

  	
  Calculation of Interest

  	
   

  
	
  5.3

  	
  Redraw Interest Rate
  Variation

  	
   

  
	
  5.4

  	
  Interest on overdue amounts

  	
   

  
	
  5.5

  	
  Obligation unaffected

  	
   

  
	
  5.6

  	
  Interest following
  judgment or order

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Repayment of Redraw
  Drawings

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Repayment of Redraw
  Drawings

  	
   

  
	
  6.2

  	
  Re-Drawing

  	
   

  
	
  6.3

  	
  Repayment on Termination
  Date

  	
   

  
	
  6.4

  	
  Incomplete Payment

  	
   

  
	
  6.5

  	
  Carryover Principal
  Charge-Off

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Availability
  Fee

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Availability Fee

  	
   

  
	
  7.2

  	
  Availability Fee Variation

  	
   

  



 


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  8

  	
  Cancellation
  or reduction of the Redraw Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Cancellation

  	
   

  
	
  8.2

  	
  Reduction
  of Redraw Limit

  	
   

  
	
  8.3

  	
  When
  notices effective

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Changed
  costs event

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Determination

  	
   

  
	
  9.2

  	
  Indirect cost

  	
   

  
	
  9.3

  	
  Certificate

  	
   

  
	
  9.4

  	
  Minimisation

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Illegality

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Illegality

  	
   

  
	
  10.2

  	
  Consequence

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Payments
  and taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Manner of payment

  	
   

  
	
  11.2

  	
  No set off, etc

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Representations and
  warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  General
  representations and warranties

  	
   

  
	
  12.2

  	
  Trust
  Manager representations and warranties

  	
   

  
	
  12.3

  	
  Repetition

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  General
  undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Trustee
  Undertakings

  	
   

  
	
  13.2

  	
  Trust Manager Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Redraw
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Redraw Events of Default

  	
   

  
	
  14.2

  	
  Consequences

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Form

  	
   

  
	
  15.2

  	
  Delivery

  	
   

  
	
  15.3

  	
  When effective

  	
   

  
	
  15.4

  	
  Deemed
  receipt - postal

  	
   

  
	
  15.5

  	
  Deemed receipt - fax

  	
   

  
	
  15.6

  	
  Deemed
  receipt - general

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Security Interests
  and assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Certificate

  	
   

  
	
  17.2

  	
  Exercise of rights

  	
   

  
	
  17.3

  	
  Waiver
  and variation

  	
   

  
	
  17.4

  	
  Supervening
  legislation

  	
   

  
	
  17.5

  	
  Approvals
  and consent

  	
   

  
	
  17.6

  	
  Remedies
  cumulative

  	
   

  
	
  17.7

  	
  Indemnities

  	
   

  
	
  17.8

  	
  Time of the essence

  	
   

  
	
  17.9

  	
  Further
  assurances

  	
   

  



 


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  18

  	
  Liability of
  Trustee and limited recourse

  	
   

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Limitation on
  Trustee’s liability

  	
   

  
	
  18.2

  	
  Claims
  against Trustee

  	
   

  
	
  18.3

  	
  Exclusions

  	
   

  
	
  18.4

  	
  Acts or omissions

  	
   

  
	
  18.5

  	
  Authority

  	
   

  
	
  18.6

  	
  No obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Governing law, jurisdiction
  and service of process

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Governing law

  	
   

  
	
  19.2

  	
  Address
  for service

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Costs, Charges, Expenses and Indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Costs, Charges and Expenses

  	
   

  
	
  21.2

  	
  Indemnity

  	
   

  
	
  21.3

  	
  Agents etc

  	
   

  
	
  21.4

  	
  Survival
  of obligations

  	
   

  
	
  21.5

  	
  Exclusions

  	
   

  
	
  21.6

  	
  Notice

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Redraw
  Facility Provider Termination Date

  	
   

  
	
   

  	
   

  	
   

  
	
  22.1

  	
  Termination and substitution

  	
   

  
	
  22.2

  	
  Confirmation

  	
   

  
	
  22.3

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Definitions

  	
   

  
	
  23.2

  	
  Other definitions

  	
   

  
	
  23.3

  	
  Interpretation

  	
   

  
	
  23.4

  	
  Limitation

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1
  - Drawdown Notice

  	
   

  
	
   

  	
   

  	
   

  
	
  Signing page

  	
   

  



 


iii

















 


Kingfisher Trust 2004-1G - Redraw Facility Agreement


Details


 


Interpretation –
definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Trustee, Trust Manager and Redraw
  Facility Provider

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  Name

  	
   

  	
  Perpetual Trustee Company Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  42 000 001
  007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 7

  9 Castlereagh Street

  Sydney   NSW   2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02) 9229
  9000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02) 9221
  7870

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Securitisation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust Manager

  	
   

  	
  Name

  	
   

  	
  ANZ Capel Court Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  30 004 768
  807

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 6

  100 Queen Street

  Melbourne   VIC   3000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  03 9273 6137

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  03 9273 6142

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Company
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Redraw

  	
   

  	
  Name

  	
   

  	
  Australia and New Zealand Banking
  Group Limited

  
	
  Facility 

  	
   

  	
   

  	
   

  	
   

  
	
  Provider

  	
   

  	
  ABN

  	
   

  	
  11 005 357
  522

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 13

  20 Martin Place

  Sydney   NSW   2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  02 9227 1431

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  02 9226 6641

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager, IFS
  - Financial Institutions and Government

  



 


1

















 


	
  Governing law

  	
   

  	
  New South
  Wales

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of

  	
   

  	
  See Signing
  page

  	
   

  	
   

  
	
  agreement

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


Kingfisher Trust 2004-1G - Redraw Facility Agreement


 


1              The
Redraw Facility


 


1.1           Redraw Facility


 


The Redraw Facility Provider grants to the
Trustee a loan facility in Australian dollars in respect of the Trust in an
amount equal to the Redraw Limit.  If
the Trustee wants to use the Redraw Facility, then it may do so by one or more
requests made in accordance with clause 3 (“Redraw
Drawings”).  Subject to this
agreement, the Redraw Facility Provider agrees to provide financial
accommodation requested by the Trustee under this agreement.


 


1.2           Purpose


 


The Redraw Facility is only available to be
drawn to meet any Redraw Shortfall in relation to the Trust.


 


1.3           Redraw Shortfall


 


The Redraw Limit will be available only if
and to the extent that there is a Redraw Shortfall on any Determination Date.


 


1.4           Trust Manager to make drawing


 


If, on any Determination Date during the
Availability Period, the Trust Manager determines that there is a Redraw
Shortfall on that Determination Date, the Trust Manager must arrange, by giving
a direction to the Trustee, for a Redraw Drawing to be made under the Redraw
Facility on the immediately following Payment Date in accordance with this
agreement and equal to the lesser of:


 


(a)            the
Redraw Shortfall on that Determination Date; and


 


(b)           the
Available Redraw Amount on that Determination Date.


 


1.5           Limit


 


Despite anything in this agreement, the
Redraw Facility Provider need not provide financial accommodation under this
agreement if to do so would result in the Redraw Principal Outstanding
exceeding the Redraw Limit.


 


1.6           Termination


 


The Redraw Facility will terminate on the
earlier of the Redraw Facility Termination Date and the Redraw Facility
Provider Termination Date.


 


3

















 


1.7           Extension


 


(a)            Not
less than 90 days before the then Scheduled Termination Date, the Trust
Manager may deliver a notice in writing to the Redraw Facility Provider (with a
copy to the Trustee) requesting the Redraw Facility Provider to extend the
Scheduled Termination Date.


 


(b)           Following
the receipt by the Redraw Facility Provider of the notice referred to in (a)
above and prior to the Scheduled Termination Date, the Redraw Facility Provider
may, in its absolute discretion, send the Trustee a notice in writing (copied
to the Trust Manager) extending the then Scheduled Termination Date to a later
date, such date not to be more than 364 days after the date of the notice.


 


2              Conditions
precedent


 


2.1           First Drawdown Notice


 


The Trustee must not deliver the first
Drawdown Notice until the Trustee has received written notice from the Redraw
Facility Provider that the Redraw Facility Provider has received the following
in form and substance satisfactory to it:


 


(a)            (power of
attorney) a certified copy of the power of attorney under which a
person signs and delivers this agreement for the Trustee and the Trust Manager
and, if applicable and required by the Redraw Facility Provider, evidence of
its stamping and registration;


 


(b)           (Transaction
Documents) a certified copy of each Transaction Document executed by
each of the parties to the respective document;


 


(c)            (registration
of charge) evidence of registration of, or intention to register,
the Deed of Charge with the relevant Governmental Agencies; and


 


(d)           (opinions)
a legal opinion addressed to the Redraw Facility Provider from the Trustee’s
solicitors in a form and substance satisfactory to the Redraw Facility
Provider.


 


2.2           Drawings in respect of a Trust


 


The Redraw Facility Provider need not make
any proposed drawing available unless:


 


(a)            (statements
true) it is reasonably satisfied that the statements contained in
the Drawdown Notice are true at the date of the Drawdown Notice and at the
Drawdown Date;


 


(b)           (no Redraw
Event of Default) no Redraw Event of Default continues unremedied or
would result from the provision of the proposed drawing;


 


(c)            (representations
and warranties) the representations and warranties made or deemed to
be made by the Trustee and the Trust Manager in this agreement and any other
Transaction Document are true and


 


4

















 


correct as of
the date of the Drawdown Notice and the Drawdown Date;


 


(d)           (other
security interests) other than in respect of priorities granted by
statute, the Redraw Facility Provider has not received notice from any person
that it claims to have a Security Interest ranking in priority to or equal with
the Security Interest held for the benefit of the Redraw Facility Provider in
accordance with the Global Master Security Trust Deed, the Deed of Charge and
the Supplemental Deed (other than the Security Interests set out specifically
in the Global Master Security Trust Deed, the Deed of Charge and the
Supplemental Deed and ranking in priority to or equal with the Security
Interest held for the benefit of the Redraw Facility Provider);


 


(e)            (Notes)
the Notes are still in existence and have not been redeemed or repaid in full;
and


 


(f)            (Availability
Period) the Availability Period has not expired.


 


2.3           Certification


 


Anything required to be certified under
clause 2 (“Conditions Precedent”)
must be certified by an Authorised Officer of the Trustee or the Trust Manager
(as applicable) as being true and complete as at a date no earlier than the
date of this agreement.


 


2.4           Benefit of the Redraw Facility
Provider


 


The conditions precedent set out in this
clause 2 (“Conditions Precedent”)
are for the benefit of the Redraw Facility Provider and any of them may be
waived by the Redraw Facility Provider in its absolute discretion.


 


3              Redraw
Drawings


 


3.1           Use of Redraw Facility


 


If the Trustee on the direction of the
Trust Manager wants to use the Redraw Facility to make a Redraw Drawing, it
must do so only in accordance with clause 1.4 (“Trust Manager to make drawing”) and it must give a notice to
the Redraw Facility Provider meeting the requirements of clause 3.3 (“Form of Notice”) (“Drawdown Notice”).


 


3.2           Timing


 


Each Redraw Drawing must be drawn down on a
Payment Date in respect of the Trust. 
Each Redraw Drawing must be credited to the Collection Account and
applied only in accordance with clause 14 (“Cashflow
Allocation Methodology”) of the Supplemental Deed.


 


3.3           Form of notice


 


A Drawdown Notice given under clause 3.1 (“Use of Redraw Facility”) must:


 


(a)            be in
or substantially in the form of Schedule 1;


 


5

















 


(b)           be
signed by an Authorised Officer of the Trustee;


 


(c)            specify
the Drawdown Date, which must be a day which complies with clause 3.2 (“Timing”);


 


(d)           specify
the amount of the proposed Redraw Drawing and its method of calculation; and


 


(e)            be given
no later than 4.00pm on the day which is 2 Business Days prior to the
relevant Payment Date (or such other period as may be agreed between the
Trustee, the Trust Manager and the Redraw Facility Provider).


 


3.4           Effective


 


A Drawdown Notice is effective on actual
receipt in legible form by the Redraw Facility Provider and is irrevocable.


 


3.5           Agreement to make Redraw
Drawing


 


Subject to this agreement, the Redraw
Facility Provider agrees to deposit in the Collection Account the amount of any
Redraw Drawing in immediately available funds by 11.30am Melbourne time on the
relevant Payment Date.


 


4              Interest
Periods


 


4.1           Initial interest periods


 


The first Redraw Interest Period in respect
of a Redraw Drawing commences on (and includes) its Drawdown Date and ends on
(but excludes) the next Payment Date. 
Each subsequent Redraw Interest Period will commence on (and include) a
Payment Date and end on (but exclude) the next Payment Date.


 


4.2           Final interest period


 


A Redraw Interest Period in respect of a
Redraw Drawing which would otherwise end after the Final Termination Date of
the Trust ends on (but excludes) that Final Termination Date.


 


5              Interest


 


5.1           Payment of Interest


 


The Trustee agrees to pay to the Redraw
Facility Provider interest on the daily balance of each Redraw Drawing from and
including its Drawdown Date until the Redraw Drawing is repaid in full.  On each Payment Date, the Trustee will pay
to the Redraw Facility Provider accrued interest on each Redraw Drawing.  If, on any Payment Date, all amounts due in
accordance with this clause 5.1 (“Payment of
Interest”) are not paid in full, on each following Payment Date the
Trustee must pay so much of the amounts as are available for that purpose in
accordance with the Supplemental Deed until such amounts are paid in full.


 


6

















 


5.2           Calculation of Interest


 


Interest is to be calculated for each
Redraw Interest Period.  Interest
accrues from day to day and is to be calculated on actual days elapsed and a
365 day year.  Interest is payable
quarterly in arrears on each Payment Date in the manner contemplated by clause
5.1 (“Payment of Interest”)
subject to clause 5.3 (“Redraw Interest Rate
Variation”).  The rate of
interest paid to the Redraw Facility Provider in respect of a Redraw Interest
Period is the sum of the Bank Bill Rate on the first day of that Redraw
Interest Period (rounded to 3 decimal places) and 0.275% per annum (“Redraw
Interest
Rate”).  The Trust Manager,
the Trustee (at the direction of the Trust Manager) and the Redraw Facility
provider may agree to vary the Redraw Interest Rate provided that each
Designated Rating Agency has confirmed that such change will not result in an
Adverse Rating Effect.


 


5.3           Redraw Interest Rate Variation


 


The margin over the Bank Bill Rate
described in clause 5.2 (“Calculation of
Interest”) may be varied from time to time by the Trust Manager, the
Trustee and the Redraw Facility Provider provided that the Trust Manager
notifies each Designated Rating Agency of the variation and receives
confirmation from each Designated Rating Agency that the variation will not
have an Adverse Rating Effect.


 


5.4           Interest on overdue amounts


 


(a)            If
any payment by the Trustee on a Payment Date under clause 5.1 (“Payment of Interest”) is insufficient to
pay the full amount of accrued interest on each Redraw Drawing and any other
interest due and payable under clause 5.4(b) (“Interest
on overdue amounts”) up to the close of the Redraw Interest Period
just ended, such unpaid interest will itself capitalise and bear interest in
accordance with clauses 5.1 (“Payment of
Interest”) and 5.2 (“Calculation
of Interest”) of this agreement.


 


(b)           The
Trustee agrees to pay interest on any amount payable by it under this agreement
(including without limitation on any unpaid interest) from when it becomes due
for payment during the period that it remains unpaid.  Interest is payable at the rate set out in clause 5.2 (“Calculation of Interest”), as if the
amount is a Redraw Drawing having successive Redraw Interest Periods calculated
in accordance with clause 4 (“Interest
Periods”).  The first Redraw
Interest Period commences on the day when the outstanding amount becomes due
for payment and each subsequent Redraw Interest Period commences on the day
when the preceding Redraw Interest Period expires.


 


5.5           Obligation unaffected


 


The Trustee’s obligation to pay the
outstanding amount on the date it becomes due for payment is not affected by
clause 5.4 (“Interest on overdue amounts”).


 


7

















 


5.6           Interest following judgment or
order


 


If a liability under this agreement becomes
merged in a judgment or order, then the Trustee agrees to pay interest to the
Redraw Facility Provider on the amount of that liability as an independent
obligation.  This interest accrues from
the date the liability becomes due for payment both before and after the
judgment or order until it is paid, at a rate that is the higher of the rate
payable under the judgment or order and the rate referred to in clause 5.4(b)
(“Interest on overdue amounts”).


 


6              Repayment of Redraw Drawings


 


6.1           Repayment of Redraw Drawings


 


Subject to clause 6.3 (“Repayment on Termination Date”), on each
Payment Date, the Trustee will repay to the Redraw Facility Provider so much of
the Redraw Principal Outstanding as there are funds available for this purpose
for that Payment Date in accordance with clause 14 (“Cashflow Allocation Methodology”) of the
Supplemental Deed.  If, on any Payment
Date, all amounts due in accordance with this clause 6.1 (“Repayment of Redraw Drawings”) are not
paid or repaid in full, on each following Payment Date the Trustee will pay or
repay so much of the amounts as there are funds available for that purpose in
accordance with the Supplemental Deed until such amounts are paid or repaid in
full.


 


6.2           Re-Drawing


 


Amounts repaid pursuant to clause 6.1 (“Repayment of Redraw Drawings”) may be
redrawn by the Trustee in accordance with the terms of this agreement.


 


6.3           Repayment on Termination Date


 


Notwithstanding clause 6.1 (“Repayment of Redraw Drawings”), on or
before the Redraw Facility Termination Date, the Trustee must repay:


 


(a)            the
Redraw Principal Outstanding;


 


(b)           interest
accrued thereon; and


 


(c)            all
other money due under this agreement,


 


in each case to the extent that amounts are
available for that purpose in accordance with the Master Trust Deed and the
Supplemental Deed.


 


6.4           Incomplete Payment


 


If all amounts due in accordance with
clause 6.3 (“Repayment on Termination Date”)
are not paid or repaid in full on the Payment Date immediately following the
Redraw Facility Termination Date, the Trustee will repay so much of such
amounts on succeeding Payment Dates as is available for that purpose in
accordance with the Master Trust Deed and the Supplemental Deed
until all such amounts are paid or repaid in full.


 


8

















 


6.5           Carryover Principal Charge-Off


 


A Carryover Principal Charge-Off made under
clause 14.15(b)(ii) (“Carryover Principal
Charge-Off”) of the Supplemental Deed reduces the amount of the
Redraw Principal Outstanding from the date on which the Carryover Principal
Charge-Off applicable to the Redraw Facility is made by the amount of the
Carryover Principal Charge-Off.


 


7              Availability
Fee


 


7.1           Availability Fee


 


The Trustee will pay to the Redraw Facility
Provider an availability fee of 0.15% per annum on the then un-utilised portion
of the Redraw Limit.  The fee will be:


 


(a)            calculated
and accrue daily from the Closing Date on the basis of a 365 day year; and


 


(b)           paid
quarterly in arrears on each Payment Date in accordance with the Supplemental
Deed.


 


7.2           Availability Fee Variation


 


The availability fee payable under clause
7.1 (“Availability Fee”) may be
varied from time to time by the Trust Manager, the Trustee and the Redraw
Facility Provider provided that the Trust Manager notifies each Designated
Rating Agency of the variation and receives confirmation from each Designated
Rating Agency that the variation will not have an Adverse Rating Effect.


 


8              Cancellation or reduction of the Redraw Facility


 


8.1           Cancellation


 


(a)            Subject
to paragraph (b), the Trustee may on the direction of the Trust Manager
cancel the Redraw Facility by written notice to the Redraw Facility Provider.


 


(b)           The
cancellation referred to in paragraph (a) will only be effective if each
Designated Rating Agency has confirmed that the cancellation of the Redraw
Facility will not have an Adverse Rating Effect, unless all of the Notes have
been or will be redeemed on or before the date such cancellation is to take
effect in which case no such confirmation is necessary.


 


8.2           Reduction of Redraw Limit


 


The Trustee may on the direction of the
Trust Manager reduce the Redraw Limit in whole or in part by written notice to
the Redraw Facility Provider and must notify each Designated Rating Agency of
the reduction.


 


9

















 


8.3           When
notices effective


 


A notice given by the Trustee pursuant to
either clause 8.1 (“Cancellation”)
or 8.2 (“Reduction of Redraw Limit”)
will be effective on the day which is 3 Business Days after receipt by the
Redraw Facility Provider (or such other period agreed between the Trustee, the
Trust Manager and the Redraw Facility Provider).


 


9              Changed
costs event


 


9.1           Determination


 


Subject to clause 18 (“Liability of Trustee and limited recourse”),
if, as a result of a Changed Costs Event, the Redraw Facility Provider
determines that:


 


(a)            there
is any direct or indirect change in the cost to the Redraw Facility Provider of
providing, agreeing to provide, maintaining its commitment to provide, funding
or maintaining financial accommodation under this agreement;


 


(b)           there
is any direct or indirect change in any amount received or receivable by the
Redraw Facility Provider in the effective return to the Redraw Facility
Provider in connection with financial accommodation provided or to be provided
under this agreement (including, without limitation, the return on the Redraw
Facility Provider’s overall capital which could have been achieved but for the
occurrence of the Changed Costs Event); or


 


(c)            the
Redraw Facility Provider is required to make a payment or to forgo interest or
other return on or calculated by reference to an amount received or receivable
under this agreement,


 


then the Trustee must on the direction of
the Trust Manager pay (if applicable) to the Redraw Facility Provider on the
next Payment Date the additional amount which the Redraw Facility Provider
certifies is necessary to compensate the Redraw Facility Provider for the
changed cost, reduction, payment or forgone interest or other return.


 


9.2           Indirect cost


 


If the changed cost, reduction, payment or
forgone interest or other return is indirect, the Trustee (if applicable)
agrees to pay the Redraw Facility Provider the proportion of it which the
Redraw Facility Provider determines to be fairly attributable to the financial
accommodation made available under this agreement.


 


9.3           Certificate


 


The Redraw Facility Provider must provide a
certificate to the Trust Manager setting out details of the relevant Changed
Costs Event and the calculations made by the Redraw Facility Provider to
determine the new amount payable under clause 9.1 (“Determination”).  Any
such certificate signed by the Redraw Facility Provider as to an amount payable
by the Trustee under this


 


10

















 


clause 9 (“Changed
costs event”) is conclusive evidence of the amount stated in it in
the absence of manifest error.  In
determining additional amounts payable under this clause 9 (“Changed costs event”), the Redraw Facility
Provider may use averaging and attribution methods commonly used by financiers
or any other reasonable averaging or attribution method.


 


9.4           Minimisation


 


If the Redraw Facility Provider is to
receive any additional payment under clause 9.1 (“Determination”), the Redraw Facility Provider must use its
best endeavours to make the relevant advances or financial accommodation
available by some alternative means (including, without limitation, changing
its lending office or making the advances or financial accommodation available
through a Related Entity of the Redraw Facility Provider) which would avoid the
necessity for the additional payment or reduce the amount of it.  Nothing in this clause 9.4 (“Minimisation”) affects the obligations of
the Trustee under clauses 9.1 (“Determination”)
and 9.2 (“Indirect cost”).


 


10            Illegality


 


10.1        Illegality


 


If as a result of any change in a law,
regulation, code of practice or an official directive which has the force of
law or compliance with which is in accordance with the practice of responsible
bankers in the jurisdiction concerned, or in their interpretation or
administration after the date of this agreement, the Redraw Facility Provider
determines that it is or has become apparent that it will become contrary to
that official directive, impossible or illegal for the Redraw Facility Provider
to fund, provide or maintain financial accommodation or otherwise observe its
obligations under this agreement then the Trustee, on the immediately following
Payment Date, must, to the extent that there are Principal Collections
available on that Payment Date, prepay so much of the Redraw Principal
Outstanding as the Redraw Facility Provider specifies to the Trustee in writing
together with accrued interest and other amounts payable by the Trustee under
this agreement.  The Redraw Facility
Provider’s obligations to the Trustee under this agreement terminate on the
giving of the notice.


 


10.2        Consequence


 


If, on any Payment Date, all amounts due in
accordance with clause 10.1 (“Illegality”)
are not paid or repaid in full, on each following Payment Date the Trustee will
pay or repay so much of the amounts as there are funds available for that
purpose on that Payment Date in accordance with the Supplemental Deed until
such amounts are paid or repaid in full.


 


11            Payments
and taxes


 


11.1        Manner of payment


 


The Trustee agrees to make payments to the
Redraw Facility Provider under this agreement not later than 5.00pm local time
in the place of payment on the due date in immediately available funds to the
account of the Redraw Facility


 


11

















 


Provider at the bank which the Redraw
Facility Provider designates by prior written notice to the Trustee.  All payments must be made in accordance with
the Master Trust Deed and the Supplemental Deed.


 


11.2        No set off, etc


 


The Trustee agrees to make payments under
this agreement without set-off or counterclaim and free and clear of any
withholding or deduction for Taxes unless prohibited by law.


 


12            Representations and warranties


 


12.1        General representations and warranties


 


The Trustee represents and warrants to the
Redraw Facility Provider as follows:


 


(a)            (incorporation)
it is validly incorporated and existing under the laws pursuant to which it
purports to have been incorporated;


 


(b)           (corporate
power) it has the corporate power to own its assets and to carry on
its business as it is now being conducted and as proposed to be conducted under
this agreement and under each of the Transaction Documents to which it is a
party;


 


(c)            (power)
it has full power and authority to enter into and perform its obligations under
this agreement and each of the Transaction Documents to which it is a party;


 


(d)           (all action
taken) it has taken all necessary internal corporate action to
authorise the execution, delivery and performance of this agreement and each of
the Transaction Documents to which it is a party in accordance with their
respective terms and no additional approval or consent of any person is
required;


 


(e)            (validity of
obligations) this agreement and each of the Transaction Documents to
which it is a party constitute legal, valid and binding obligations of it and,
subject to any necessary stamping and registration and to doctrines of equity
and laws and defences generally affecting creditors’ rights, are enforceable in
accordance with their respective terms;


 


(f)            (no violation)
the execution, delivery and performance by it of this agreement and each of the
Transaction Documents to which it is a party does not and will not violate in
any respect any material provision of:


 


(i)             any
law, regulation, authorisation, ruling, consent, judgement, order or decree of
any Governmental Agency; or


 


(ii)            its
constitution; or


 


(iii)           any
Encumbrance or document which is binding upon it or any of its assets,


 


12

















 


and (except in respect of the Deed of
Charge) does not and will not result in:


 


(iv)          the
creation or imposition of any Encumbrance or restriction of any nature on any
of its assets under the provision of; or


 


(v)           the
acceleration of the date of payment of any obligation existing under,


 


any Encumbrance or document which is
binding upon it or its assets;


 


(g)           (Authorisations)
it has obtained all Authorisations necessary for it to enter into, and perform
its obligations under, the Transaction Documents and such Authorisations remain
in full force and effect;


 


(h)           (no Redraw
Event of Default) to its knowledge no Redraw Event of Default or
event which with the giving of notice, lapse of time or other applicable
condition would become a Redraw Event of Default has occurred which has not
been waived or remedied in accordance with this agreement;


 


(i)             (creation of
Trust) the Trust has been validly created;


 


(j)             (appointment
of Trustee) it has been validly appointed as the trustee of the
Trust;


 


(k)            (sole trustee)
it is the sole trustee of the Trust;


 


(l)             (trust
power)
it has power under the Transaction Documents to enter into, perform and comply
with its obligations, and to carry out the transactions contemplated by, this
agreement;


 


(m)           (no removal)
as far as it is aware, there are no proceedings to remove it as trustee of the
Trust; and


 


(n)           (vesting date)
the vesting date has not occurred in respect of the Trust.


 


12.2        Trust Manager representations and warranties


 


The Trust Manager represents and warrants
to the Redraw Facility Provider as follows:


 


(a)            (incorporation)
it is validly incorporated and existing under the laws pursuant to which it
purports to have been incorporated;


 


(b)           (corporate
power) it has the corporate power to own its assets and to carry on
its business as it is now being conducted and as proposed to be conducted under
this agreement and under each of the Transaction Documents to which it is a
party;


 


(c)            (power)
it has full power and authority to enter into and perform its obligations under
this agreement and each of the Transaction Documents to which it is a party;


 


13

















 


(d)           (all action
taken) it has taken all necessary internal corporate action to
authorise the execution, delivery and performance of this agreement and each of
the Transaction Documents to which it is a party in accordance with their
respective terms and no additional approval or consent of any person is
required;


 


(e)            (validity of
obligations) this agreement and each of the Transaction Documents to
which it is a party constitute legal, valid and binding obligations of it and,
subject to any necessary stamping and registration and to doctrines of equity
and laws and defences generally affecting creditors’ rights, are enforceable in
accordance with their respective terms;


 


(f)            (no violation)
the execution, delivery and performance by it of this agreement and each of the
Transaction Documents to which it is a party does not and will not violate in
any respect any material provision of:


 


(i)             any
law, regulation, authorisation, ruling, consent, judgement, order or decree of
any Governmental Agency; or


 


(ii)            its
constitution;


 


(g)           (Authorisations)
it has obtained all Authorisations necessary for it to enter into, and perform
its obligations under, the Transaction Documents and such Authorisations remain
in full force and effect; and


 


(h)           (no Redraw
Event of Default) to its knowledge no Redraw Event of Default or
event which with the giving of notice, lapse of time or other applicable
condition would become a Redraw Event of Default has occurred which has not
been waived or remedied in accordance with this agreement.


 


12.3        Repetition


 


These representations and warranties are
taken to be also made on each date upon which a Drawdown Notice is provided and
each Payment Date with reference to the facts and circumstances then
subsisting, as if made on such day.


 


13            General
undertakings


 


13.1        Trustee
Undertakings


 


The Trustee undertakes to:


 


(a)            (act as
trustee) act continuously as trustee of the Trust in accordance with
the Master Trust Deed and the Supplemental Deed until the Trust is terminated
or until it has retired or been removed in accordance with the Master Trust
Deed;


 


(b)           (take actions)
do everything and take all such actions which are necessary (including, without
limitation, obtaining all such


 


14

















 


Authorisations
and approvals as are appropriate) to ensure that it is able to exercise all its
powers and remedies and perform all its obligations under this agreement and
any other arrangements entered by it pursuant to the Transaction Documents to
which it is party;


 


(c)            (Authorisations)
ensure that each Authorisation required for it to act as trustee of the Trust
and for the business of the Trust to be conducted as now conducted or as
contemplated by the Transaction Documents, is obtained and promptly renewed and
maintained in full force and effect;


 


(d)           (not amend)
not consent to amend or revoke the provisions of the Master Trust Deed (insofar
as it affects the Trust) or the Supplemental Deed without the prior written
consent of the Redraw Facility Provider (such consent not to be unreasonably
withheld or delayed); and


 


(e)            (Event of
Default) notify the Redraw Facility Provider as soon as practicable
after becoming aware of an Event of Default or a Redraw Event of Default.


 


13.2        Trust Manager Undertakings


 


The Trust Manager undertakes to:


 


(a)            (take actions)
do everything and take all such actions which are necessary (including, without
limitation, obtaining all such Authorisations and approvals as are appropriate)
to ensure that it is able to exercise all its powers and remedies and perform
all its obligations under this agreement and any other arrangements entered by
it pursuant to the Transaction Documents to which it is party;


 


(b)           (Authorisations)
ensure that each Authorisation required for it to act as manager of the Trust
and for the business of the Trust to be conducted as now conducted or as
contemplated by the Transaction Documents, is obtained and promptly renewed and
maintained in full force and effect;


 


(c)            (Event of
Default) notify the Redraw Facility Provider as soon as practicable
after becoming aware of an Event of Default or a Redraw Event of Default;


 


(d)           (act as
manager) act continuously as manager of the Trust in accordance with
the Master Trust Deed and the Supplemental Deed until the Trust is terminated
or until it has retired or been removed in accordance with the Master Trust
Deed; and


 


(e)            (not amend)
not consent to amend or revoke the provisions of the Master Trust Deed (insofar
as it affects the Trust) or the Supplemental Deed without the prior written
consent of the Redraw Facility Provider (such consent not to be unreasonably
withheld or delayed).


 


15

















 


14            Redraw
Events of Default


 


14.1        Redraw Events of Default


 


A Redraw Event of Default occurs if:


 


(a)            (failure to
pay) the Trustee fails to pay any amount owing under this agreement
where funds are available for that purpose under the Supplemental Deed in the
manner contemplated by this agreement, within 10 Business Days of the due date
for payment of such amount;


 


(b)           (breach of
undertaking) the Trustee alters the priority of payments under the
Transaction Documents without the consent of the Redraw Facility Provider or
breaches any of its undertakings under the Transaction Documents which affect
its ability to exercise its powers and remedies and perform its obligations
under this agreement, the Master Trust Deed or the Supplemental Deed without
the prior consent of the Redraw Facility Provider and that breach has a Material
Adverse Effect in respect of the Redraw Facility Provider;


 


(c)            (Event of
Default) an Event of Default occurs in respect of the Trust and the
Security Trustee (acting on the instructions of the Secured Creditors) appoints
a Receiver to the Assets of the Trust or is directed to sell or otherwise
realise the Assets of the Trust in accordance with the Global Master Security
Trust Deed and the Deed of Charge; or


 


(d)           (Insolvency
Event) an Insolvency Event occurs in respect of the Trustee in its
individual capacity and the Trustee is not replaced (by either the Trust
Manager or a replacement trustee) in accordance with the Master Trust Deed
within 30 days of such Insolvency Event.


 


14.2        Consequences


 


If a Redraw Event of Default occurs, then
the Redraw Facility Provider may:


 


(a)            declare
at any time that the Redraw Principal Outstanding, interest on the Redraw
Principal Outstanding, and all other amounts actually or contingently payable
under this agreement are immediately due and payable; or


 


(b)           terminate
the Redraw Facility Provider’s obligations in respect of the Redraw Facility,


 


or both.


 


The Redraw Facility Provider may do either
or both of these things with immediate effect.


 


15            Notices


 


15.1        Form


 


Unless expressly stated otherwise in the
Transaction Document, all notices, certificates, consents, approvals, waivers
and other communications in


 


16

















 


connection with that Transaction Document
must be in writing, signed by an Authorised Officer of the sender and marked
for attention as set out or referred to in the Details or, if the recipient has
notified otherwise, marked for attention in the way last notified.


 


15.2        Delivery


 


They must be:


 


(a)            left
at the address set out or referred to in the Details; or


 


(b)           sent
by prepaid post (airmail, if appropriate) to the address set out or referred to
in the Details; or


 


(c)            sent
by fax to the fax number set out or referred to in the Details.


 


However, if the intended recipient has
notified a changed postal address or changed fax number, then the communication
must be to that address or number.


 


15.3        When effective


 


They take effect from the time they are
received unless a later time is specified in them.


 


15.4        Deemed
receipt - postal


 


If sent by post, they are taken to be
received three days after posting (or seven days after posting if sent to or
from a place outside Australia).


 


15.5        Deemed receipt - fax


 


If sent by fax, they are taken to be
received at the time shown in the transmission report as the time that the whole
fax was sent.


 


15.6        Deemed
receipt - general


 


Despite clauses 15.4 (“Deemed receipt - postal”) and 15.5 (“Deemed receipt - fax”), if they are
received after 5pm in the place of receipt or on a non-Business Day, they are
taken to be received at 9am on the next Business Day.


 


16            Security Interests and assignment


 


Other than as contemplated by the
Transaction Documents, the Trustee may not, without the consent of the Redraw
Facility Provider, create or allow to exist a Security Interest over, or an
interest in, this agreement or assign or otherwise dispose of or deal with its
rights under this agreement.  The Redraw
Facility Provider at any time may do any of those things.


 


17

















 


17            Miscellaneous


 


17.1        Certificate


 


A certificate signed by the Redraw Facility
Provider about a matter (including, without limitation, the Redraw Interest
Rate in respect of a Redraw Drawing) or about a sum payable to the Redraw
Facility Provider in connection with this agreement is sufficient evidence of
the matter or sum stated in the certificate unless the matter or sum is proved
to be false.


 


17.2        Exercise of rights


 


A party may exercise a right, power or
remedy at its discretion, and separately or concurrently with another right, power
or remedy.  A single or partial exercise
of a right, power or remedy by the party does not prevent a further exercise of
that or an exercise of any other right, power or remedy.  Failure by the party to exercise or delay in
exercising a right, power or remedy does not prevent its exercise.  The party is not liable for any loss caused
by the exercise or attempted exercise of, failure to exercise, or delay in
exercising, the right, power or remedy.


 


17.3        Waiver
and variation


 


A provision of, or a right created under,
this agreement may not be waived or varied except in writing signed by the
party or parties to be bound.


 


17.4        Supervening legislation


 


Any present or future legislation which
operates to vary the obligations of the Trustee in connection with this
agreement with the result that the Redraw Facility Provider’s rights, powers or
remedies are adversely affected (including, without limitation, by way of delay
or postponement) is excluded except to the extent that its exclusion is
prohibited or rendered ineffective by law.


 


17.5        Approvals
and consent


 


The Redraw Facility Provider may give
(conditionally or unconditionally) or withhold its approval or consent in its
absolute discretion unless this agreement expressly provides otherwise.


 


17.6        Remedies
cumulative


 


The rights, powers and remedies provided in
this agreement are cumulative with, and not exclusive of, the rights, powers or
remedies provided by law independently of this agreement.


 


17.7        Indemnities


 


Each indemnity in this agreement is a continuing
obligation, separate and independent from the other obligations of the Trustee
and survives termination of this agreement. 
It is not necessary for the Redraw Facility Provider to incur expense or
make payment before enforcing a right of indemnity conferred by this agreement.


 


18

















 


17.8        Time of the essence


 


Time is of the essence of this agreement in
respect of an obligation of the Trustee to pay money.


 


17.9        Further assurances


 


At the Redraw Facility Provider’s request
the Trustee must, at the expense of the Trust:


 


(a)            execute
and use its best endeavours to cause its successors to execute documents and do
everything else necessary or appropriate to bind the Trustee and its successors
under this agreement; and


 


(b)           use
its best endeavours to cause relevant third parties to do likewise to bind
every person intended to be bound under this agreement.


 


18            Liability of Trustee and limited recourse


 


18.1        Limitation on Trustee’s liability


 


The Trustee enters into this agreement only
in its capacity as trustee of the Trust and in no other capacity.  A liability incurred by the Trustee acting
in its capacity as trustee of the Trust arising under or in connection with
this agreement is limited to and can be enforced against the Trustee only to the
extent to which it can be satisfied out of Assets 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 (other than clause 18.3 (“Exclusions”)) and extends to all
liabilities and obligations of the Trustee in any way connected with any
representation, warranty, conduct, omission, agreement or transaction related
to this agreement.


 


18.2        Claims
against Trustee


 


The parties other than the Trustee may not
sue the Trustee in any capacity other than as trustee of the Trust including
seeking the appointment of a receiver (except in relation to the Assets of the
Trust) 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 (except in relation to the Assets of the Trust).


 


18.3        Exclusions


 


The provisions of this clause 18 (“Liability of Trustee and limited recourse”)
limiting the Trustee’s liability will not apply to any obligation or liability
of the Trustee to the extent that it is not satisfied because under this
agreement or any other Transaction Document in relation to the Trust 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, gross negligence or wilful default.


 


18.4        Acts or omissions


 


It is acknowledged that the Relevant
Parties are responsible under this agreement and the other Transaction
Documents in relation to the Trust for


 


19

















 


performing a variety of obligations
relating to the Trust.  No act or
omission of the Trustee (including any related failure to satisfy its
obligations or breach of representation and warranty under this agreement) will
be considered fraud, gross negligence or wilful default for the purpose of
clause 18.3 (“Exclusions”) if and
to the extent the act or omission was caused or contributed to by any failure
by the Relevant Parties or any other person appointed by the Trustee under any
Transaction Document (other than a person whose acts or omissions the Trustee
is liable for in accordance with any Transaction Document) to fulfil its
obligations relating to the Trust or by any other act or omission of the
Relevant Parties or any other such person regardless of whether or not the act
or omission is purported to be done on behalf of the Trustee.


 


18.5        Authority


 


No attorney, agent, receiver or receiver
and manager appointed in accordance with this agreement or any other
Transaction Document has authority to act on behalf of the Trustee in a way
that exposes the Trustee to any personal liability, and no act or omission of
any such person will be considered fraud, gross negligence or wilful default of
the Trustee for the purpose of clause 18.3 (“Exclusions”).


 


18.6        No obligation


 


The Trustee is not obliged to do anything
or refrain from doing anything under or in connection with this agreement
(including incur a liability) unless the Trustee’s liability is limited in the
same manner as set out in this clause.


 


19            Governing
law,
jurisdiction and service of process


 


19.1        Governing law


 


Each Transaction Document is governed by
the law in force in the place specified in the Details and the parties submit
to the non-exclusive jurisdiction of the courts of that place.


 


19.2        Address for service


 


Without preventing any other method of
service, any document in a court action may be served on a party by being
delivered to or left at that party’s address for service of notices under
clause 15 (“Notices”).


 


20            Counterparts


 


This deed may consist of a number of
copies, each signed by one or more parties to the deed.  If so, the signed copies are treated as
comprising one document.


 


20

















 


21            Costs, Charges, Expenses and
Indemnities


 


21.1        Costs, Charges and Expenses


 


The Trustee will indemnify the Redraw
Facility Provider on each Payment Date following a demand from the Redraw
Facility Provider for:


 


(a)            the
costs, charges and expenses of the Redraw Facility Provider in connection with
any consent, approval, exercise or non-exercise of rights (including, without
limitation, in connection with the contemplated or actual enforcement or
preservation of any rights under any Transaction Document), waiver, variation,
release or discharge in relation to any Transaction Document;


 


(b)           Taxes
(excluding any Taxes on the overall net income of the Redraw Facility Provider)
and fees (including, without limitation, registration fees) and fines and
penalties in respect of these (except where any such amount is incurred as a
result of an act or omission of the Redraw Facility Provider), which may be
payable or determined to be payable in connection with any Transaction Document
or a payment or receipt or any other transaction contemplated by any
Transaction Document; and


 


(c)            costs,
charges and expenses of the Redraw Facility Provider in connection with any
enquiry by any authority involving the Trustee, any Secured Creditor or any of
their Related Entities.


 


21.2        Indemnity


 


The Trustee will indemnify the Redraw
Facility Provider against any liability or loss arising from, and any costs,
charges and expenses incurred in connection with:


 


(a)            an
Event of Default in respect of the Trust or any Redraw Event of Default;


 


(b)           a
proposed Redraw Drawing not being applied in accordance with the relevant
Drawdown Notice for any reason;


 


(c)            any
payment required to be made under any Transaction Document not being made on
its due date in accordance with that document;


 


(d)           the
Redraw Facility Provider acting in connection with a Transaction Document in
good faith on facsimile or telephone instructions purporting to originate from
the offices of the Trustee including, without limitation, liability, loss,
costs, charges or expenses on account of funds borrowed, contracted for or used
to fund any amount payable under the Transaction Document and including, in
each case (but without limitation), legal costs and expenses on a full
indemnity basis or solicitor and own client basis, whichever is the higher; or


 


(e)            a
breach by the Trustee of any representation and warranty contained in clause
12.1 (“General representations and
warranties”) of this agreement or of any of its obligations under
this agreement.


 


21

















 


21.3        Agents etc


 


The Trustee agrees to pay to the Redraw
Facility Provider an amount equal to any liability, loss, cost, charge or
expense of the kind referred to in clause 21.2 (“Indemnity”) suffered or incurred by any employee, officer,
agent or contractor of the Redraw Facility Provider.


 


21.4        Survival
of obligations


 


The obligation of the Trustee under this
clause shall:


 


(a)            be
payable solely to the extent that funds are available for that purpose under
the Supplemental Deed; and


 


(b)           survive
any termination of this agreement.


 


21.5        Exclusions


 


The indemnities in clauses 21.1 (“Costs, Charges and Expenses”), 21.2 (“Indemnity”) and 21.3 (“Agents etc”) do not extend to any
liability, loss, cost, charge or expense that is finally and judicially
determined to result from any negligence, wilful default or breach of law by
the Redraw Facility Provider.


 


21.6        Notice


 


If the Redraw Facility Provider receives
written notice of any act, matter or thing which may give rise to a liability,
loss, cost, charge or expense in relation to which the Trustee would be
required to indemnify it under clauses 21.1 (“Costs,
Charges and Expenses”), 21.2 (“Indemnity”)
or 21.3 (“Agents etc”), the
Redraw Facility Provider will notify the Trustee of that act, matter or thing
giving such details as it is practicable to give as soon as it is reasonably
practicable and in any event within 5 Business Days of it coming to its attention,
provided that failure to do so will not result in any loss or reduction in the
indemnity contained in clauses 21.1 (“Costs,
Charges and Expenses”), 21.2 (“Indemnity”)
or 21.3 (“Agents etc”) unless the
Trustee has been prejudiced in any material respect by such failure.


 


22            Redraw Facility Provider Termination Date


 


22.1        Termination and substitution


 


Subject to clause 22.2 (“Confirmation”), the Trust Manager may by
giving not less than 5 Business Days notice to the Redraw Facility Provider and
the Trustee, declare a Payment Date as the date upon which:


 


(a)            the
Redraw Facility Provider will be replaced by a substitute Redraw Facility
Provider; and


 


(b)           the
Redraw Facility will terminate.


 


22.2        Confirmation


 


On or before the declaration of the Payment
Date by the Trust Manager in accordance with clause 22.1 (“Termination and substitution”), the Trust


 


22

















 


Manager must obtain written confirmation
from the Designated Rating Agencies that the termination of the Redraw Facility
and the appointment of the proposed substitute Redraw Facility Provider on that
Payment Date will not result in an Adverse Rating Effect.


 


22.3        Termination


 


The Redraw Facility Provider Termination
Date will be the later of:


 


(a)            the Payment
Date declared in accordance with clause 22.1 (“Termination
and substitution”); and


 


(b)           the
date upon which the Trustee has paid or repaid to the Redraw Facility Provider
all Redraw Drawings outstanding on the Payment Date declared in accordance with
clause 22.1 (“Termination and substitution”)
together with all accrued but unpaid interest and all other money outstanding
under this agreement.


 


23            Interpretation


 


23.1        Definitions


 


The following words have these meanings in
this agreement unless the contrary intention appears.


 


Available Redraw Amount means, on a Determination Date, an amount equal to:


 


(a)            the Redraw Limit on that Determination Date; less


 


(b)           the Redraw Principal Outstanding on the previous Determination Date.


 


Availability Period means the period commencing on the Closing Date and ending on the
Redraw Facility Termination Date.


 


Changed Costs Event means:


 


(a)            the introduction or commencement after the date of this agreement
of, or any change in, or in the interpretation, application or administration
of the compliance by, or a change in the method of compliance by, the Redraw
Facility Provider with any law or regulation;


 


(b)           the incurrence of any new Taxes (other than a Tax on the overall net
income of the Redraw Facility Provider); or


 


(c)            the imposition by any regulatory authority in respect of the Redraw
Facility Provider of any new, or change in the imposition of any (as at the
date of this agreement), reserve requirement, statutory reserve deposit,
special deposit, capital adequacy ratio, equity ratio, liquidity ratio,
liabilities ratio or other similar requirement,


 


23

















 


whether
such event results in an increase or a decrease in the relevant amount or cost
referred to in clause 9.1 (“Determination”).


 


Definitions Schedule means the deed entitled “Kingfisher Master Trusts Master Definitions
Schedule” dated 1 August 2000 between the Trustee, the Trust Manager and
P.T. Limited as amended by the deed entitled “Kingfisher Master Trusts Amending
Deed” dated 16 May 2001.


 


Details means the
section of this agreement entitled “Details”.


 


Drawdown Date means the date on which a drawing is or is to be made under the
Redraw Facility, which date must be a Payment Date in respect of the Trust.


 


Drawdown Notice means a notice given in accordance with clause 3.1 (“Use of Redraw Facility”).


 


Performing Purchased
Receivables Amount means, at any time, the
aggregate of:


 


(a)            the Outstanding Balance of all Housing Loans which comprise part of
the Purchased Receivables in respect of which no payment due from the Debtor
has been in arrears for a period of more than 90 consecutive days; and


 


(b)           the Outstanding Balance of all Housing Loans which comprise part of
the Purchased Receivables in respect of which a payment from the Debtor has
been in arrears for a period of more than 90 consecutive days and in respect of
which a valid claim is available under a Mortgage Insurance Policy.


 


Redraw Drawing means a drawing made under the Redraw Facility.


 


Redraw Event of Default has the meaning given to it in clause 14.1 (“Redraw Events of Default”).


 


Redraw Facility means the facility granted pursuant to this agreement.


 


Redraw Facility
Termination Date means the earliest of:


 


(a)            the Scheduled Termination Date;


 


(b)           the date upon which the Redraw Facility Provider makes a
determination under clause 10.1 (“Illegality”);


 


(c)            the date upon which the Trust Manager terminates the Redraw Facility
under clause 22.1 (“Termination and
Substitution”) and clause 22.3 (“Termination”);


 


(d)           the date upon which the Redraw Limit is cancelled or reduced to zero
under clause 8 (“Cancellation or reduction
of the Redraw Facility”); and


 


(e)            the date upon which the Redraw Facility Provider terminates the
Redraw Facility under clause 14.2 (“Consequences”).


 


24

















 


Redraw Facility Provider
Termination Date means the date determined
under clause 22.3 (“Termination”).


 


Redraw Interest Period means each period determined in accordance with clause 4 (“Interest Periods”).


 


Redraw Interest Rate means, in respect of a Redraw Drawing, the interest rate calculated
in accordance with clause 5.2 (“Calculations
of Interest”).


 


Redraw Limit means, at any time, the lesser of:


 


(a)            $29 million;


 


(b)           the Performing Purchased Receivables Amount on the last day of the
previous Collection Period; and


 


(c)            the amount (if any) to which the Redraw Limit has been reduced to at
that time in accordance with clause 8.2 (“Reduction
of Redraw Limit”).


 


Scheduled Termination Date means the date which is 364 days after the date of this
agreement or such later date as is specified by the Redraw Facility Provider
under clause 1.7 (“Extension”).


 


Supplemental Deed means the deed entitled “Kingfisher Trust 2004-1G Supplemental Deed”
dated on or about the date of this agreement between, amongst others, the
Trustee, the Trust Manager and the Unitholders.


 


Trust means the Kingfisher Trust 2004-1G.


 


23.2        Other definitions


 


Unless otherwise defined in this agreement,
words and phrases defined in the Definitions Schedule or the Supplemental Deed have the same meaning in this agreement with each reference to
“this deed” being construed as a reference to “this agreement”.  In the event of an inconsistency between a
definition in the Definitions Schedule or the Supplemental Deed and
this agreement, the definition in this agreement prevails.  In the event of an inconsistency between a
definition in the Definitions Schedule and the Supplemental Deed, the
definition in the Supplemental
Deed prevails.


 


23.3        Interpretation


 


Clauses 1.2 to 1.5 (inclusive) of the
Definitions Schedule are deemed to be incorporated in this agreement as if
they were set out in full in it.


 


23.4        Limitation


 


The rights and obligations of the parties
under this agreement relate only to the Trust. 
The Redraw Facility Provider has no obligation under this agreement to
provide financial accommodation to the Trustee in respect of any other trust
established under the Master Trust Deed.


 


EXECUTED as an
agreement


 


25

















 


Kingfisher Trust 2004-1G - Redraw
Facility Agreement


 


 


Schedule 1 - Drawdown Notice


 


 


To:          Australia
and New Zealand Banking Group Limited


 


[Date]


 


Dear Sirs/Madams


 


Redraw Facility Agreement between Perpetual Trustee
Company Limited, ANZ Capel Court Limited and Australia and New Zealand Banking
Group Limited dated [#] (“Redraw Facility Agreement”)


 


The Trustee
gives notice under clause 3.1 (“Use of
Redraw Facility”) of the Redraw Facility Agreement that it wants to
use the Redraw Facility granted in respect of the Kingfisher Trust 2004-1G (“Trust”).


 


The
particulars of the Redraw Drawing required to be given under clause 3.3 (“Form of Notice”) of the Redraw Facility
Agreement are as follows:


 


(a)            the proposed Drawdown Date is
[           ];


 


(b)           the Redraw Drawing is to be made in respect of the Trust;


 


(c)            the amount of the proposed Redraw Drawing is
$[         ] and its method of
calculation is as follows:


 


[                                    ];
and


 


(d)           the proposed Redraw Drawing is to be paid into the Collection
Account.


 


A term which
has a defined meaning in (or is incorporated in) the Redraw Facility Agreement
has the same meaning as in the Redraw Facility Agreement when used in this
Drawdown Notice.


 


	
  Yours
  faithfully

  
	
   

  
	
   

  
	
   

  	
   

  
	
  [name of
  person]

  
	
  being an
  Authorised Officer of

  
	
  Perpetual Trustee
  Company Limited

  



 


26

















 


Kingfisher Trust 2004-1G - Redraw
Facility Agreement


Signing page


 


 


 


	
  DATED:

  	
   

  	
   

  



 


Trustee


 


	
  SIGNED by

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  as attorneys
  for PERPETUAL

  	
  )

  	
   

  
	
  TRUSTEE COMPANY LIMITED

  	
  )

  	
   

  
	
  under power
  of attorney dated

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
   

  	
  )

  	
  received no
  notice of revocation of the

  
	
  Name of
  witness (block letters)

  	
  )

  	
  power of
  attorney

  



 


 


Redraw Facility Provider


 


	
  SIGNED by

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  as attorney
  for AUSTRALIA AND NEW

  	
  )

  	
   

  
	
  ZEALAND BANKING GROUP

  	
  )

  	
   

  
	
  LIMITED under power of attorney
  dated

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
   

  	
  )

  	
  received no
  notice of revocation of the

  
	
  Name of
  witness (block letters)

  	
  )

  	
  power of
  attorney

  



 


27

















 


Trust Manager


 


	
  SIGNED by 

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  as attorney
  for ANZ CAPEL COURT

  	
  )

  	
   

  
	
  LIMITED under power of attorney
  dated

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  Name of
  witness (block letters)

  	
  )

  	
  received no
  notice of revocation of the

  
	
   

  	
  )

  	
  power of
  attorney

  



 


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