Exhibit 10.4


 


ISDA®


 


International Swaps
and Derivatives Association, Inc.


 


SCHEDULE


to the


Master Agreement


dated as of
              
2004


 


between


Australia and New
Zealand Banking Group Limited


(ABN 11 005 357
522)


(“Party A”)


and


Perpetual Trustee Company
Limited


(ABN 42 000
001 007) as trustee for the Kingfisher Trust 2004-1G


(“Party B”)


and


ANZ Capel Court
Limited


(ABN 30 004
768 807)


(“Trust Manager”)


 


Part 1. 
Termination Provisions(1)


 


In this Agreement:


 


(a)                                  “Specified
Entity” in relation to:


 


(i)                                     Party A, is not applicable; and


 


(ii)                                  Party B, is not applicable.


 


(b)                                 “Specified
Transaction” will have the meaning specified in Section 14 of
this Agreement.


 


(c)                                  The
“Automatic
Early Termination” provision of Section 6(a) will not apply to
Party A and will not apply to Party B.


 


(d)                                 Payments on
Early Termination.  For the
purpose of Section 6(e) of this Agreement:


 


(i)                                     A.                                   in respect of the Basis Swap, Loss will apply;


 


B.                                     in
respect of the Fixed Swap, Market Quotation will apply;


 


The “Advance
Refund Amount” (as defined in Section 6(e)(vi)) will be deemed to be an
“Unpaid Amount” due to “S” (as defined in Section 6(e)(vi)) for purposes


 












(1)                                  Parts
1-5 are subject to Part 6: 
Securitisation Provisions.


 

















 


of
Section 6(e) and if Loss is the applicable payment measure for purposes of
Section 6(e), then this Unpaid Amount will be taken into account;


 


(ii)                                  The Second Method will apply;


 


(iii)                               the definition of “Loss” in Section 14 of this Agreement is
amended by adding the following sentence at the end of that definition:


 


“However, in
relation to a Terminated Transaction that is a Basis Swap, each party’s Loss is
deemed to be zero.”


 


(e)                                  “Termination
Currency” will be Australian dollars.


 


(f)                                    Additional
Termination Event.  Not
Applicable.


 


Part 2.  Tax Representations


 


(a)                                  Payer
Representations.  For the
purpose of Section 3(e) of this Agreement, Party A will make the following
representation and Party B will make the following representation:


 


It is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made by it to the other party under this Agreement.  In making this representation, it may rely
on:


 


(i)                                     the accuracy of any representations made by the other party pursuant
to Section 3(e) or Section 3(f) (as the case may be) of this
Agreement;


 


(ii)                                  the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) 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 Tax
Representation.  For the
purpose of Section 3(f) of this Agreement, Party A and Party B will make
the representation:


 


It is an
Australian resident and does not derive the payments under this Agreement in
part or whole carrying on business in a country outside Australia at or through
a permanent establishment of itself in that country.


 


Part 3. 
Agreement to Deliver Documents


 


For the purpose of Sections
4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following
documents, as applicable:


 


2

















 


(a)                                  Tax forms,
documents or certificates to be delivered are:


 


	
  Party required to

  deliver document

  	
   

  	
  Form/Document/
  Certificate

  	
   

  	
  Date by
  which to be

  delivered

  	
   

  	
  Covered by

  Section 3(d)

  Representations

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  Any document
  or certificate reasonably required or reasonably requested by Party A or
  Party B in connection with its obligations 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 as would reduce the rate
  at which deduction or withholding for or on account of Tax is applied to that
  payment.

  	
   

  	
  On the
  earlier of (a) learning that such document or certificate is required and (b)
  as soon as reasonably practicable following a request by the other party.

  	
   

  	
  Yes

  



 


(b)                                  Other
documents to be delivered are:


 


	
  Party required to

  deliver document

  	
   

  	
  Form/Document/
  Certificate

  	
   

  	
  Date by
  which to be

  delivered

  	
   

  	
  Covered by

  Section 3(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  A list of
  authorised signatories for the party and evidence satisfactory in form and
  substance to the other party of the authority of the authorised signatories
  of the party to execute this Agreement and any Confirmation on behalf of the
  party.

  	
   

  	
  On execution
  of this Agreement or any relevant Confirmation and when the list is updated

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  A legal
  opinion as to the validity and enforceability of that party’s obligations
  under this Agreement in form and substance (and issued by legal counsel)
  reasonably acceptable to each other party.

  	
   

  	
  At any time
  prior to the first Issue Date.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Trust
  Manager

  	
   

  	
  A copy
  (certified by an Authorised Officer of the Trust Manager to be a true and
  complete copy) to Party A of the Credit Support Document specified in respect
  of Party B and (without limiting any

  	
   

  	
  Not less
  than 5 Business Days (or such lesser period as Party A agrees to) before the
  Trade Date of the first occurring Transaction and in the case of any amending

  	
   

  	
  Yes

  



 


3

















 


	
   

  	
   

  	
  obligation
  Party B may have under the terms of that Credit Support Document to notify
  Party A of amendments) a copy (certified by an Authorised Officer of the
  Trust Manager to be a true and complete copy) of any document that amends in
  any way the terms of that Credit Support Document.

  	
   

  	
  documents
  entered into subsequent to that date, promptly after each amending document
  (if any) has been entered into.

  	
   

  	
   

  



 


Part 4. 
Miscellaneous


 


(a)                                  Addresses
for Notices.  For the purpose
of Section 12(a) of this Agreement:


 


Address
for notices or communications to Party A:


 


	
  Address:

  	
   

  	
  Level 6, 530
  Collins Street, Melbourne, Victoria 3000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Primary
  Markets Group

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telex No:

  	
   

  	
  Not
  applicable

  	
   

  	
  Answerback:

  	
   

  	
  Not
  applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile No:

  	
   

  	
  (03) 9273
  3539

  	
   

  	
  Telephone No:

  	
   

  	
  (02) 9273
  3538

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electronic Messaging
  System Details:

  	
   

  	
  Not applicable

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for notices or communications to
  Party B:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Level 7, 9
  Castlereagh Street, Sydney, NSW 2000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Manager,
  Securitisation

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telex No:

  	
   

  	
  Not
  applicable

  	
   

  	
  Answerback:

  	
   

  	
  Not applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile No:

  	
   

  	
  (02) 9221
  7870

  	
   

  	
  Telephone No:

  	
   

  	
  (02) 9229
  9000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electronic Messaging System Details:

  	
   

  	
  Not
  applicable

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All notices
  or communications to Party B to be copied to the Trust Manager at the address
  below

  
	
   

  
	
  Address for notices or communications to
  the Trust Manager:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Level 12,
  530 Collins Street, Melbourne, Victoria 3000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Manager,
  Transaction Management and Execution

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telex No:

  	
   

  	
  Not
  applicable

  	
   

  	
  Answerback:

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile No:

  	
   

  	
  (03) 9273
  3539

  	
   

  	
  Telephone No:

  	
   

  	
  (03) 9273
  2223

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electronic Messaging System Details:

  	
   

  	
  Not
  Applicable

  	
   

  	
   

  



 


4

















 


(b)                                 Process
Agent.  For the purpose of
Section 13(c) of this Agreement:


 


(i)                                     Party A appoints as its Process Agent:  Not applicable.


 


(ii)                                  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:


 


Neither Party A nor Party B is a Multibranch Party.


 


(e)                                  Calculation
Agent.  The Calculation Agent
is the Trust Manager, unless otherwise specified in a Confirmation in relation
to the relevant Transaction.


 


(f)                                    Credit
Support Document.  Details of
any Credit Support Document:


 


(i)                                     in relation to Party A: Not applicable.


 


(ii)                                  in relation to Party B:  the
Global Master Security Trust Deed and the Deed of Charge.


 


(g)                                 Credit
Support Provider.  Credit
Support Provider means in relation to Party A and Party B:  Not applicable.


 


(h)                                 Governing
Law.  This Agreement will be
governed by and construed in accordance with the laws in force in New South
Wales and each party submits to the non-exclusive jurisdiction of the courts of
New South Wales.


 


(i)                                     Netting of
Payments.  Subparagraph (ii)
of Section 2(c) of this Agreement will not apply to any Transactions.


 


(j)                                     “Affiliate”
will have the meaning specified in Section 14 of this Agreement.


 


Part 5. 
Other Provisions


 


(1)                                  Payments:  In Section 2:


 


(a)                                  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.”


 


(b)                                 In Section 2(a)(ii), the first sentence is deleted and replaced
with the following sentence:


 


“Unless
specified otherwise in this Agreement, payments under this Agreement will be
made by 5.00pm (Melbourne time) on the due date for value on that date in the
place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds, free of any set-off,
counterclaim, deduction or withholding (except as expressly provided in this
Agreement) and in the manner customary for payment in the required currency.”


 


5

















 


(c)                                  Insert new paragraph (iv) 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 by a party if it has satisfied all its payment obligations under
Section 2(a)(i) of this Agreement and has no future payment obligations,
whether absolute or contingent, under Section 2(a)(i).”


 


(d)                                 Add the following new sentence to Section 2(b):


 


“Each new
account so designated shall be in the same tax jurisdiction as the original
account.”


 


(e)                                  Insert the following new Section 2(f):


 


“(f)                              If
on a Payment Date an amount would otherwise be payable by Party A pursuant to
Section 2(c) in respect of the Basis Swap, then such amount will be
satisfied in part or in whole, as the case may be, to the extent of the then
Prepayment Adjusted Amount (if any).”


 


(2)                                  Representations:  In Section 3:


 


(a)                                  Section 3(a)(v) is amended by inserting immediately after the
words “creditors’ rights generally” the following:


 


“(including,
in the case of a party being a bank authorised to carry on banking business in
the Commonwealth of Australia, section 16 of the Banking Act 1959 (Cth)
and section 86 of the Reserve Bank Act 1959 (Cth)),”


 


(b)                                 Insert new paragraphs (g) and (h) in Section 3 immediately
after Section 3(f):


 


“(g)                           Relationship
between Parties.  Each party
will be deemed to represent to each other party on the date on which it enters
into a Transaction that (absent a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for that
Transaction):


 


(i)                                     Non-Reliance.  It is acting for its own account or, in the
case of Party B, as trustee of the Trust, and it has made its own independent
decisions to enter into that Transaction or, in the case of Party B, has been
directed to do so by the Trust Manager and as to whether that Transaction is
appropriate or proper for it based upon its own judgement and upon advice from
such advisers as it has deemed necessary or, in the case of Party B, at the
direction of the Trust Manager.  It is
not relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the terms and
conditions of a Transaction will not be considered investment advice or a
recommendation to enter into that Transaction. 
No communication (written or oral) received from the other party


 


6

















 


will be deemed
to be an assurance or guarantee as to the expected results of that Transaction.


 


(ii)                                  Evaluation
and Understanding.  It is
capable of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. 
It is also capable of assuming, and assumes, the risks of that
Transaction.


 


(iii)                               Status of
Parties.  No other party is
acting as a fiduciary or an adviser to it in respect of that Transaction.


 


(h)                                 Trust.  By Party B, in respect of Party B only:


 


(i)                                     Trust
Validly Created.  The Trust
has been validly created and is in existence at the date of this Agreement.


 


(ii)                                  Sole
Trustee.  It has been validly
appointed as trustee of the Trust and is presently the sole trustee of the
Trust.


 


(iii)                               No
Proceedings to Remove.  No
notice has been given to it and to its knowledge no resolution has been passed,
or direction or notice has been given, removing it as trustee of the Trust.


 


(iv)                              Power.  It has power under the Master Trust Deed to
enter into this Agreement and the Credit Support Documents in its capacity as
trustee of the Trust.


 


(v)                                 Good Title.  It is the legal owner of, or has equitable
title to, (as applicable), the Assets of the Trust and has power under the
Master Trust Deed to mortgage or charge them in the manner provided in the
Credit Support Documents in relation to Party B and, subject only to the Credit
Support Documents in relation to Party B and any Security Interest permitted
under the Credit Support Documents in relation to Party B, those Assets are
free of all other Security Interests (except for Party B’s right of indemnity
out of the Assets of the Trust).”


 


(3A)                        Collateralisation
of Party A’s Obligations under the Fixed Swap (S&P):  If at any time Party A in respect of the
Fixed Swap does not have a short-term credit rating from S&P equal to or
higher than S&P’s Prescribed Rating then on the earlier of:


 


(1)                                  immediately, where Party A ceases to have a long term rating of at
least BBB- by S&P; and


 


(2)                                  otherwise, 30 days after such downgrade,


 


Party A must,
at its cost alone:


 


(a)                                  seek to enter into, and enter into an agreement to novate all of its
rights and obligations under this Agreement as Party A to a replacement swap
counterparty


 


7

















 


which does
have a short term credit rating from S&P equal to or higher than S&P’s
Prescribed Rating; and


 


(b)                                 until the novation to the replacement swap counterparty referred to
in (a) above is effective:


 


(i)                                     continue
to fulfil its obligations as Party A under this Agreement in accordance with
the terms of this Agreement;


 


(ii)                                  immediately,
where Party A ceases to have a long term rating of at least BBB- by S&P or
otherwise upon the expiration of 30 days after it does not have a short-term
credit rating from S&P equal to or higher than S&P’s Prescribed Rating
deposit in the Collateral Account an amount equal to the CCA; and


 


(iii)                               on
each day which is 30 days after a previous payment of the CCA, ensure that an
amount has been deposited into the Collateral Account by Party A equal to the
CCA (taking into account any amount previously deposited).


 


If Party A is
unable to effect a transfer in accordance with paragraph (a) above within 30
days or immediately (as applicable), or if Party A so elects, it must enter
into such other arrangements in respect of the Fixed Swap which are
satisfactory to the Trust Manager and which each Designated Rating Agency
confirms will not result in an Adverse Rating Effect.


 


Party A may
satisfy its obligations following a withdrawal or downgrade of a credit rating
in any of the above manners as it elects from time to time.


 


Where Party A
transfers its rights and obligations to a replacement swap counterparty in
accordance with paragraph (a) above, Party B, at the direction of the Trust
Manager, and each other party to this Agreement shall do all things necessary
at the cost of Party A to novate the relevant rights and obligations to the
replacement swap counterparty.


 


(3B)                          Collateralisation
of Party A’s Obligations under the Fixed Swap (Other Rating Agencies)


 


(a)                                  If at any time Party A in respect of the Fixed Swap does not have a
credit rating equal to or higher than the Prescribed Ratings from Moody’s or
Fitch then on the earlier of:


 


(i)                                     30 days
after such downgrade, if and while Party A has a long term credit rating of at
least A-2 by Moody’s or a short term credit rating of at least F2 by Fitch; and


 


(ii)                                  otherwise,
5 days after such downgrade,


 


Party A must at its cost alone either:


 


(A)                              put
in place an appropriate mark-to-market collateral agreement (consisting of
either cash or securities) or which may be based on any agreement reached
between the parties, in support of its obligations under the Agreement, PROVIDED that
Party A and Party B receive prior


 


8

















 


written
confirmation from each Designated Rating Agency mentioned above that the rating
assigned to the Notes then outstanding by each Designated Rating Agency
mentioned above is not adversely affected by the downgrade following such
collateral arrangements being put in place;


 


(B)                                novate all its rights and obligations with respect to
this Agreement to a replacement counterparty acceptable to the Trust Manager,
Party B, Fitch and Moody’s on substantially the same terms as this Agreement;
or


 


(C)                                enter into other arrangements satisfactory to
Party B and the Trust Manager which Fitch and Moody’s confirms will not result
in an Adverse Rating Effect.


 


(b)                                 Party
A may satisfy its obligations following a withdrawal or downgrade of a credit
rating in any of the above manners as it elects from time to time.


 


(c)                                  Where
Party A transfers its rights and obligations to a replacement swap counterparty
in accordance with paragraph (a)(B) above, Party B, at the direction of the
Trust Manager, and each other party to this Agreement shall do all things
necessary at the cost of Party A to novate the relevant rights and obligations
to the replacement swap counterparty.


 


(3C)                          General
Collateralisation Provisions


 


(a)                                  If,
at any time, Party A’s obligations under this Agreement are transferred in
accordance with any of Parts 5(3A), (3B), (4), (5) or (6), Party A shall
be, provided that all costs of the transfer have been satisfied by
Party A, immediately entitled to any collateral which it has provided
under any of Parts 5(3A), (3B), (4), (5) or (6) (less any amount withdrawn
in accordance with sub-paragraph (b) below).


 


(b)                                 Party
B may only make withdrawals from the Collateral Account if directed to do so by
the Trust Manager and then only for the purpose of:


 


(i)                                     transferring
obligations under this Agreement in accordance with any of Parts 5(3A),
(3B), (4), (5) or (6) (including the costs of obtaining a replacement counterparty);


 


(ii)                                  refunding
to Party A any excess in the amount of any collateral deposited to the
Collateral Account over the amount Party A is required to maintain under any of
Parts 5(3A), (3B), (4), (5) or (6);


 


(iii)                               withdrawing
any amount which has been incorrectly deposited into the Collateral Account;


 


(iv)                              paying
any relevant bank charges, financial institutions duty, bank accounts debit tax
or other equivalent Taxes payable in respect of the Collateral Account; or


 


(v)                                 funding
the amount of any payment due to be made by Party A under this Agreement
following the failure by Party A to make that payment.


 


9

















 


The Trust
Manager must direct Party B to, and Party B must, refund or pay to Party A
the amount of any payment which may be made to Party A under (ii) or (iii)
above as soon as such refund or payment is possible.


 


(c)                                  All
interest on the Collateral Account will accrue and be payable monthly to Party
A providing the amount deposited to the Collateral Account is not less than the
amount Party A is required to maintain under the collateral agreement
contemplated by any of Parts 5(3A), (3B), (4), (5) or (6).


 


(4)                                  Prepayment
of Obligations under Basis Swap: 
If on any Determination Date, Party A (in respect of the Basis Swap)
does not have a short-term credit rating equal to or higher than the Prescribed
Rating from any Designated Rating Agency and the Variable Rate is less than the
Threshold Rate, Party A (in respect of the Basis Swap) must do one of the following:


 


(a)                                  (Prepayment):
subject to Part 5(5) and Part 5(6) of this Schedule, on the relevant Payment
Date next following that Determination Date (each a “Prepayment Date”), pay to
Party B the Net Prepayment Amount (if any) for the Collection Period commencing
on that Prepayment Date by depositing such Net Prepayment Amount into the
Collateral Account in cleared funds; or


 


(b)                                 (Other
arrangements): enter into some other arrangement in respect of the
Basis Swap which is satisfactory to the Trust Manager and Party B and which
each Designated Rating Agency confirms will not result in an Adverse Rating
Effect.


 


(5)                                  Conditions
for Maintaining cash collateral and Net Prepayment Amount in Collateral
Account:


 


(a)                                  (Conditions
for depositing):  The Net
Prepayment Amount must not be deposited into the Collateral Account unless:


 


(i)                                     the
Collateral Account is held with an Eligible Bank; or


 


(ii)                                  the
Collateral Account is not held with an Eligible Bank and, in each case, a
standby guarantee from an Eligible Bank has been entered into to support the
obligations of the entity with whom the Collateral Account is held, to repay
from, in accordance with normal banking practice, moneys deposited and to be
deposited into the Collateral Account.


 


(b)                                 (Transfer of
Net Prepayment Amount):


 


(i)                                     (Cannot be
deposited):  If on any
Prepayment Date an amount cannot be deposited into the Collateral Account
pursuant to Part 5(5)(a) of this Schedule, Party B must, at the direction of
the Trust Manager, immediately establish a new interest bearing account with an
Eligible Bank and deposit the amount of each Net Prepayment Amount into the new
account (and, pending the opening of such new account, deposit such amount into
the Collections Account).


 


(ii)                                  (Cannot
continue to be deposited): 
If any amount has been deposited into the Collateral Account, but Party
B becomes aware that such amount cannot continue to be deposited in the
Collateral Account pursuant to Part


 


10

















 


5(5)(a) of
this Schedule, Party B must, at the direction of the Trust Manager:


 


(A)                              immediately
establish a new interest bearing account with an Eligible Bank and transfer
each such amount standing to the credit of the Collateral Account to the new
account; and


 


(B)                                deposit
each such amount it receives pursuant to Part 5(4)(a) of this
Schedule into such new account.


 


(6)                                  Adjustments
to Prepayments under the Basis Swap:


 


(a)                                  (Adjustments
when the Variable Rate is less than the Threshold Rate):  If Party A elects to pay to Party B the Net
Prepayment Amount on a Prepayment Date pursuant to Part 5(4)(a) and that Net
Prepayment Amount:


 


(i)                                     exceeds
the amount remaining after deducting from the Prepayment Adjusted Amount (if
any) for that Prepayment Date, the amount to be satisfied from it on that
Prepayment Date pursuant to Section 2(f), then the aggregate amount which
Party A is liable to pay to Party B under Part 5(4)(a) is the amount of the
excess and such amount will be paid as a prepayment of Party A’s obligations
under the Basis Swap; or


 


(ii)                                  is
less than the amount remaining after deducting from the Prepayment Adjusted
Amount for that Prepayment Date, the amount to be satisfied from it on that
Prepayment Date pursuant to Section 2(f), then Party B must pay to Party A
the amount of the difference from the Collateral Account.


 


(b)                                 (Adjustments
where the Variable Rate equals or exceeds the Threshold Rate):  If, on any Determination Date, Party A has
the Prescribed Rating from each Designated Rating Agency or the Variable Rate
equals or exceeds the Threshold Rate, Party B must pay to Party A on the next
Payment Date the amount remaining after deducting from the Prepayment Adjusted
Amount (if any) the amount to be satisfied from it on that Payment Date
pursuant to Section 2(f).


 


(c)                                  (Prepayment):  A prepayment by Party A under Part 5(4)(a)
or Part 5(6)(a) will constitute a prepayment of Party A’s payment obligations
(to the extent thereof) in respect of the Basis Swap.


 


(d)                                 (Party A):  All references to Party A in this Part 5(6)
are to Party A in respect of the Basis Swap.


 


(7)                                  Segregation:  Where Party A in respect of the Basis Swap
is a different entity to Party A in respect of the Fixed Swap, the provisions
of this Agreement shall have effect separately and severally in respect of the
Basis Swap and the Fixed Swap and shall be enforceable by Party B as though a
separate agreement applied between Party A and Party B in respect of the
Basis Swap and the Fixed Swap, so that (among other things):


 


(a)                                  representations
made and agreements entered into by the parties under this Agreement are made
and entered into separately and severally by Party B in respect of each of the
Fixed Swap and the Basis Swap and may be enforced by


 


11

















 


Party B
against Party A separately and severally in respect of each of the Fixed Swap
and the Basis Swap;


 


(b)                                 rights
of termination, and obligations and entitlements consequent upon termination,
only accrue to Party A against Party B separately and severally in respect of each
of the Fixed Swap and the Basis Swap, and only accrue to Party B against
Party A separately and severally in respect of each of the Fixed Swap and
the Basis Swap;


 


(c)                                  the
occurrence of an Event of Default or Termination Event in respect of the Fixed
Swap does not in itself constitute an Event of Default or Termination Event in
respect of the Basis Swap; and


 


(d)                                 the
occurrence of an Event of Default or Termination Event in respect of the Basis
Swap does not in itself constitute an Event of Default or Termination Event in
respect of the Fixed Swap.


 


(8)                                  Payment
Default:  In Section 5,
delete Section 5(a)(i) and replace it with the following:


 


“(i)                               Failure to
Pay.  Failure by that 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 on or before the tenth Business Day after notice of such failure is
given to the party.”


 


(9)                                  Termination:  In Section 6(b) add the following
sentence at the end of the second paragraph of Section 6(b)(ii):


 


“However, if
Party A is that other party it must, if so requested by the Trust Manager, use
reasonable efforts to make such a transfer to an Affiliate (as that expression
is defined in Section 14) provided each Designated Rating Agency has given
prior confirmation to Party A that such a transfer will not result in an
Adverse Rating Effect.”


 


(10)                            Unpaid
Amounts:  After
Section 6(e)(ii), a new Section 6(e)(iii) is inserted as follows,
Section 6(e)(iii) and 6(e)(iv) are renumbered accordingly, and all cross
references in the Agreement to Sections 6(e)(iii) and (iv) are renumbered to
the extent necessary:


 


“(iii)                         Unpaid
Amounts.  If the Second
Method and Loss apply in respect of a Terminated Transaction, in addition to
the amounts (if any) payable under Section 6(e)(i)(4) or
Section 6(e)(ii), an amount will be payable equal to the sum of the
Termination Currency Equivalent of the Unpaid Amounts owing to Party B.  If the amount payable is a positive number,
Party B will pay that amount to Party A; if it is a negative number, Party A
will pay that amount to Party B.  For
the purposes of this Section 6(e)(iii), the definition of “Unpaid Amounts”
in Section 14 will be construed so that references in that definition to
“all Terminated Transactions” and “each Termination Transaction” are references
only to Terminated Transactions in respect of which the Second Method and Loss
apply.”


 


12

















 


(11)                            Facsimile
Transmission:  In
Section 12:


 


(a)                                  Delete
the following words where they appear in lines 2 and 3 of Section 12(a):


 


“(except that
a notice or other communication under Section 5 or Section 6 may not
be given by facsimile transmission or electronic messaging system)”;


 


(b)                                 Replace
Section 12(a)(iii) with:


 


“(iii)                         if
sent by facsimile transmission, on the date a transmission report is produced
by the machine from which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile number of the recipient notified
for the purpose of this Section unless the recipient notifies the sender
within one Business Day of the facsimile being sent that the facsimile was not
received in its entirety in legible form;”


 


(c)                                  Insert
a new paragraph (vi) in Section 12(a) immediately after
Section 12(a)(v) as follows:


 


“(vi)                        if
sent by ordinary mail, on the third (seventh, if posted to or from a place
outside Australia) day after posting.”


 


(12)                            Definitions


 


In this Agreement, unless the contrary intention appears:


 


(a)                                  Master
Definitions Schedule and Supplemental Deed:  unless defined in this Agreement words and
phrases defined in the Master Definitions Schedule and the Supplemental
Deed have the same meaning in this Agreement. 
Where there is any inconsistency in a definition between this Agreement
(on the one hand) and the Master Definitions Schedule or the Supplemental
Deed (on the other hand), this Agreement prevails.  Where there is any inconsistency in a definition between the
Master Definitions Schedule and the Supplemental Deed, the Supplemental
Deed prevails over the Master Definitions Schedule in respect of the
Trust.  Where words or phrases used but
not defined in this Agreement are defined in the Master Definitions Schedule in
relation to a Trust (as defined in the Master Definitions Schedule) such words
or phrases are to be construed in this Agreement, where necessary, as being
used only in relation to the Trust (as defined in the Supplemental Deed);


 


(b)                                 Interpretation:  references to time are references to
Melbourne time, unless stated otherwise;


 


(c)                                  Trustee
Capacity:


 


(i)                                     a
reference to Party B is a reference to Party B in its capacity as trustee of
the Trust only, and in no other capacity; and


 


(ii)                                  a
reference to the undertaking, assets, business, money or other thing of or in
relation to Party B is a reference to the undertaking, assets, business,


 


13

















 


money or other
thing of or in relation to Party B in the capacity referred to in paragraph (i)
only;


 


(d)                                 Definitions:  in Section 14:


 


(i)                                     replace
the definitions of “Affected Transactions” and “Local
Business Day” with the following:


 


““Affected
Transactions” means, with respect to a Termination Event, all
Transactions.”


 


“Local
Business Day” has the same meaning as “Business Day”.”


 


(ii)                                  insert
the following new definitions:


 


“Amounts
Outstanding” in relation to a Housing Loan means, at any given time,
the amount recorded at that time as the balance of the Housing Loan in the
Housing Loan System which balance includes amounts which have been charged to
the Housing Loan but excludes amounts which are accrued against the Housing
Loan.


 


“Basis Swap”
means the Transaction entered into between Party A, Party B and the Trust
Manager on the terms specified in the form of the Confirmation set out in
Annexure 1 (or as otherwise agreed between Party A, Party B and the Trust
Manager).


 


“Basis Swap
Amount” in relation to an Interest Period means an amount calculated
in accordance with the following:


 





 


Where:


 


BSA =             the Basis Swap
Amount.


 


AIA =              the aggregate
Invested Amount of all Notes outstanding on the first day of such Interest
Period.


 


AOHL =   the
Amounts Outstanding under all Housing Loans as at the first day of the
Collection Period ending immediately preceding the last day of that Interest
Period.


 


AOFi has the
meaning given in the definition of “Fixed Swap Amount”.


 


“CCA”
means, in respect of an entity where the entity does not have a short term
credit rating from S&P equal to or higher than S&P’s Prescribed Rating
in respect of the Fixed Swap, an amount at least equal to the greater of:


 


(i)                                     zero;


 


14

















 


(ii)                                  CR;


 


(iii)                               1%
of the Fixed Swap Amount; or


 


(iv)                              the
net amount (if any) as determined by the Trust Manager that is expected to be
due by Party A to Party B in respect of the Fixed Swap on the immediately
following Payment Date (calculated on the basis that there will be no
prepayments made by the Mortgagors under the Housing Loans (excluding the
Housing Loans being charged a Variable Rate) and no conversion of the interest
rate payable under any Housing Loan from a fixed rate to a variable rate or
from a variable rate to a fixed rate during the relevant Collection Period).


 


Where:


 


CR =                      MTM
+ VB


 


MTM =      the
aggregate mark-to-market value (whether positive or negative) of each
Transaction in respect of the Fixed Swap determined in accordance with the
following paragraph no earlier than 3 Business Days prior to the date that the
CCA is deposited in the Collateral Account.


 


Party A must
calculate the mark-to-market value of each Transaction in respect of the Fixed
Swap by obtaining 2 bids from counterparties willing to provide each
Transaction in the absence of Party A with ratings acceptable to S&P.  The mark-to-market value may be a positive
or a negative amount.  A bid has a
negative value if the payment to be made is from the counterparty to Party A
and has a positive value if the payment to be made is from Party A to the
counterparty.  The mark-to-market value
is the higher of the bids (on the basis that any bid of a positive value is
higher than any bid of a negative value).


 


VB =                      the
volatility buffer, being the value calculated by multiplying the Fixed Swap
Amount as at the most recent Determination Date by the relevant percentage
obtained from the following table:


 


	
  Where the period

  between the date of

  calculation and the

  weighted average of the

  maturity dates of the then

  fixed rate periods in

  respect of the Housing

  Loans which are charged

  a fixed rate of interest at

  the beginning or end or

  at that time is less than or

  equal to 5 years

  	
   

  	
  Where the
  period between

  the date of calculation and

  the weighted average of

  the maturity dates of the

  then fixed rate periods in

  respect of the Housing

  Loans which are charged a

  fixed rate of interest is

  greater than 5 years and

  less than or equal to 10

  years

  	
   

  	
  Where the
  period between

  the date of calculation and

  the weighted average of

  the maturity dates of the

  then fixed rate periods in

  respect of the Housing

  Loans which are charged a

  fixed rate of interest is

  greater than 10 years

  
	
  1.5

  	
   

  	
  3.15

  	
   

  	
  6

  



 


15

















 


“Collateral
Account” means any account into which collateral is provided by
Party A in accordance with this Agreement.


 


“Fixed Rate
Finance Charges” means, in relation to an Interest Period, the
aggregate Finance Charge Collections for the Collection Period ending
immediately prior to the last date of the Interest Period for each Receivable
charged a fixed rate of interest for the duration of that Collection Period (or
for any Receivable charged a fixed rate of interest for part of that Collection
Period, the Finance Charge Collections for the Receivable relating to that
shorter period).


 


“Fixed Swap”
means the Transaction entered into pursuant to the terms of this Agreement
between Party A, Party B and the Trust Manager on the terms specified in the
form of the Confirmation set out in Annexure 2 (or as otherwise agreed between
Party A, Party B and the Trust Manager).


 


“Fixed Swap
Amount” means, in relation to an Interest Period, an amount
calculated in accordance with the following:


 


	
  FSA = AIA x

  	
  AOFi

  	
   

  
	
   

  	
  AOHL

  	
   

  



 


Where:


 


FSA =              the Fixed Swap
Amount.


 


AIA =              the aggregate
Invested Amount of all Notes outstanding on the first day of such Interest
Period.


 


AOHL = has the
meaning given in the definition of “Basis Swap Amount”.


 


AOHL1 =                                             the
Amounts Outstanding under all Housing Loans as at the first day of the
Collection Period ending immediately preceding the last day of that Interest
Period.


 


AOHL2 = the Amounts Outstanding under all Housing Loans as at the last
day of the Collection Period ending immediately preceding the last day of that
Interest Period.


 





 


AOFi1 =   the
Amount Outstanding under all Housing Loans (excluding Housing Loans being
charged a floating rate of interest on such day) as at the first day of the
Collection Period ending immediately preceding the last day of that Interest
Period.


 


AOFi2 =   the
Amount Outstanding under all Housing Loans (excluding Housing Loans being
charged a floating rate of interest on such


 


16

















 


day) as at the
last day of the Collection Period ending immediately preceding the last day of
that Interest Period.


 


“Housing Loan
System”  means the electronic and manual reporting
database and record keeping system used by the Servicer to monitor housing
loans, as updated and amended from time to time.


 


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


 


“Net
Prepayment Amount” in relation to the Basis Swap and a Determination
Date and the Interest Period commencing on the next  Prepayment Date, means the amount determined in accordance with
the following formula:


 





 


where:


 


NPA                      =                                         the
Net Prepayment Amount for that Interest Period;


 


Y                                        =                                         TR-VR
(expressed as a percentage);


 


TR                                =                                         the
Threshold Rate on that date;


 


VR                                =                                         the
Variable Rate on that date;


 


BSA                       =                                         the
Basis Swap Amount for that Interest Period; and


 


n                                         =                                         the
actual number of days in that Interest Period.


 


“Prepayment
Adjusted Amount” means:


 


(a)                                  for
the first Prepayment Date, the Net Prepayment Amount paid by Party A in
respect of the Basis Swap pursuant to Part 5(4)(a) of this
Schedule in relation to the Interest Period commencing on that Prepayment
Date; and


 


(b)                                 for
each subsequent Prepayment Date, the aggregate balance of the Net Prepayment
Amount paid by Party A in respect of the Basis Swap pursuant to
Part 5(4)(a) of this Schedule after taking into account any
applications and any additional prepayments by, or repayments to, Party A
in respect of the Basis Swap pursuant to Part 5(4) of this Schedule.


 


“Prepayment
Date” means the first day of each Interest Period in respect of the
Basis Swap unless Party A in respect of the Basis Swap has a short term
credit rating on the Determination Date preceding that day at


 


17

















 


least equal to
the Prescribed Rating from each Designated Rating Agency.


 


“Prescribed
Rating” means:


 


(a)                                  a
short term credit rating of A-1 in the case of S&P;


 


(b)                                 a
short term credit rating of F1 in the case of Fitch; or


 


(c)                                  in
the case of the Fixed Swap, a short term credit rating of P-1 or a long term
rating of A2 in the case of Moody’s and, in relation to the Basis Swap, a short
term rating of P-1 in the case of Moody’s.


 


“Supplemental
Deed” means the deed entitled “Kingfisher Trust 2004-1G Supplemental
Deed” dated on or about the date of this Agreement between Party A, the Trust
Manager, Party B and certain other parties.


 


“Trust”
means the Kingfisher Trust 2004-1G constituted by the Master Trust Deed and a
notice of creation of trust.


 


“Variable
Finance Charges” in relation to an Interest Period means the
aggregate Finance Charge Collections in respect of the Collection Period ending
immediately prior to the last day of the Interest Period for each Receivable
charged a variable rate of interest for the duration of that Collection Period
(or for any Receivable charged a variable rate of interest for part of that
Collection Period, the Finance Charge Collections for the Receivable relating
to that shorter period).


 


“Variable
Rate” in relation to a Determination Date means the rate then equal
to the weighted average of the variable rates charged in respect of each
account established in the Housing Loan System for the Housing Loans on that
Determination Date, rounded up to 4 decimal places.


 


(f)                                    ISDA
Definitions:  The 2000 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc) (the “2000 ISDA Definitions”) as at the date of
this Agreement are incorporated into this Agreement and each Confirmation.


 


(g)                                 Inconsistency:  Unless specified otherwise, in the event of
any inconsistency between any two or more of the following documents in respect
of a Transaction they will take precedence over each other in the following
order in respect of that Transaction:


 


(i)                                     any
Confirmation;


 


(ii)                                  this
Agreement;


 


(iii)                               the
Supplemental Deed;


 


(iv)                              the
Master Trust Deed; and


 


(v)                                 the
2000 ISDA Definitions.


 


18

















 


(h)                                 Swap
Transaction:  Any reference
to a:


 


(i)                                     “Swap
Transaction” in the 2000 ISDA 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 purpose of interpreting the 2000 ISDA
Definitions.


 


(13)                            Limitation
of Liability:  Insert the
following Section 16, after Section 15:


 


“16.                           Party B’s
Limitation of Liability


 


(a)                                  Party
B enters into this Agreement and each Transaction only in its capacity as
trustee of the Trust and in no other capacity. 
A liability of Party B arising under or in connection with this
Agreement, a Transaction or the Trust is limited to and can be enforced against
Party B only to the extent to which it can be satisfied out of the Assets of
the Trust 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 clause 16(c)
below) 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, any Transaction or the Trust.


 


(b)                                 The
parties other than Party B may not sue Party B 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 liquidator, 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 the Assets of the
Trust).


 


(c)                                  The
provisions of this clause 16 limiting Party B’s liability will not apply to any
obligation or liability of Party B 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 Party
B’s indemnification out of the Assets of the Trust, as a result of Party B’s
fraud, gross negligence or wilful default.


 


(d)                                 It
is acknowledged that the Relevant Parties are responsible under this Agreement
and the other Transaction Documents in relation to the Trust for performing a
variety of obligations relating to the Trust. 
No act or omission of Party B (including any related failure to satisfy
its obligations or breach of representation or warranty under this Agreement)
will be considered fraud, gross negligence or wilful default for the purposes
of clause 16(c) above to the extent the act or omission was caused or contributed
to by any failure by any Relevant Party or any other person appointed by Party
B under any Transaction Document (other than a person whose acts or omissions
Party B 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 any
Relevant Party or any other such


 


19

















 


person
regardless of whether or not the act or omission is purported to be done on
behalf of Party B.


 


(e)                                  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 Party B in a way that exposes Party B to any personal liability, and no act
or omission of any such person will be considered fraud, gross negligence or
wilful default of Party B for the purpose of clause 16(c) above.


 


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


 


(14)                            Monthly Swap
Statement:  Insert the
following new Section 17 after Section 16:


 


“17                              Monthly Swap
Statement


 


On each
Determination Date the Trust Manager will:


 


(a)                                  (Prepare
monthly statement):  prepare
and transmit to each of Party A and Party B a monthly swap statement containing
the information specified in Annexure 3 of this Agreement; and


 


(b)                                 (Send
information):  send to each
Designated Rating Agency such information in the possession of the Trust
Manager as each Designated Rating Agency reasonably requires in relation to the
Basis Swap, the Fixed Swap and any other matters in connection with this
Agreement.”


 


(15)                            Notes Repaid:  Insert the following new Section 18
after Section 17:


 


“18                              Notes Repaid


 


If the
Invested Amount in respect of the Notes has been repaid, or the Notes are
deemed under the Supplemental Deed to have been redeemed in full, then the
obligations (if any) of Party A in respect of the Basis Swap under Part 5(4)(a)
and Part 5(7) of the Schedule cease and Party B must repay to Party A in
respect of the Basis Swap any remaining prepayments made pursuant to those
provisions.”


 


(16)                            Further
Assurances:  Each party will,
upon request by the other party (the “requesting party”) at the expense of the
requesting party, perform all such acts and execute all such agreements,
assurances and other documents and instruments as the requesting party
reasonably requires (and, in the case of Party B, are within the powers granted
to Party B under the Master Trust Deed) to assure 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.


 


(17)                            Hedging
Arrangement:  The parties
acknowledge and agree that for the purposes of the Transaction Documents this
Agreement is a Hedging Arrangement.


 


20

















 


(18)                            Procedures
for Entering into Transactions


 


(a)                                  With
respect to each Transaction entered into pursuant to this Agreement and for the
purposes of Section 9(e)(ii), Party A will, by or promptly after the
relevant Trade Date, send:


 


(i)                                     Party
B and the Trust Manager a Confirmation substantially in the form set out in
Annexure 1 (or in such other form as may be agreed between Party A, Party B and
the Trust Manager), and Party B and the Trust Manager must promptly then
confirm the accuracy of and sign and return, or request the correction of, such
Confirmation; and


 


(ii)                                  Party
B and the Trust Manager a Confirmation substantially in the form set out in
Annexure 2 (or in such other form as may be agreed between Party A, Party B and
the Trust Manager), and Party B and the Trust Manager must promptly then
confirm the accuracy of and sign and return, or request the correction of, such
Confirmation; and


 


(b)                                 Party B
will enter into each Transaction in its capacity as trustee of the Trust.


 


(19)                            Authorised
Officer:  Each party will be
entitled to assume, in the absence of any knowledge to the contrary, that any
person signing any Confirmation, notice or other written communication issued
in respect of this Agreement on behalf of a party is an Authorised Officer of
that party.


 


(20)                            Recorded
Conversations:  Each party:


 


(a)                                  consents
to the electronic recording of its telephone conversations with the other party
(or any of its associated persons) with or without the use of an automatic tone
warning device;


 


(b)                                 will
provide transcripts of such recordings (if any) upon reasonable request by the
other party (at the reasonable cost of the party requesting);


 


(c)                                  acknowledges
that such recordings and transcripts can be used as evidence by either party in
any dispute between them; and


 


(d)                                 acknowledges
that neither is obligated to maintain copies of such recordings and transcripts
for the benefit of the other party.


 


(21)                            Knowledge or
Awareness:  Subject to
Section 12(a), each party will only be considered to have knowledge or
awareness of, or notice of, a thing or grounds to believe anything by virtue of
the officers of that party or any Related Entity of that party which have the
day to day responsibility for the administration or management of that party’s
(or a Related Entity of that party’s) obligations in relation to the Trust or
the Transactions entered into under this Agreement having actual knowledge,
actual awareness or actual notice of that thing, or grounds or reason to
believe that thing (and similar references will be interpreted in this way).


 


(22)                            Amendments
to this Agreement:  The Trust
Manager must give 10 Business Days’ notice in writing to each Designated Rating
Agency of any amendments to this Agreement.


 


21

















 


(23)                            Trust Manager’s
Undertaking:  The Trust
Manager, Party A and Party B undertake to comply with their respective
obligations under the Supplemental Deed and the Transaction Documents for the
Trust.  For the avoidance of doubt, the
parties acknowledge and agree that the failure by Party B, the Trust Manager or
Party A to comply with this undertaking will not give rise to an Event of
Default under this Agreement.


 


(24)                            Appointment
of Trust Manager: Party A acknowledges that, under the Master Trust
Deed, Party B has appointed the Trust Manager as Trust Manager of the Trust,
with the powers set out in, and upon and subject to the terms of the Master
Trust Deed.  Accordingly, subject to the
terms of the Master Trust Deed, the Trust Manager may arrange and monitor
Transactions and exercise all other rights and powers of Party B under this
Agreement provided it keeps Party B informed of actions so taken.


 


(25)                            Break Costs:
For the avoidance of doubt, the parties acknowledge and agree that the
non-payment by Party B to Party A of Early Repayment Costs on a Payment Date
which Party B or the Servicer has not received pursuant to the Supplemental
Deed during that Collection Period just ended will not give rise to an Event of
Default under this Agreement.


 


Party A agrees
to pay to Party B the amounts referred to in clause 14.17(b) of the
Supplemental Deed at the times referred to in that clause.  Party B irrevocably directs Party A to pay
such amounts to the Servicer.


 


Party B agrees
to pay to Party A the amounts referred to in clause 14.17(a) of the
Supplemental Deed at the times referred to in that clause.  Party A irrevocably acknowledges that
receipt from the Servicer of such amounts will discharge Party B’s obligations
to make any such payments.


 


(26)                            Privacy Provisions.  If Party B supplies Party A with personal
information about an individual who is an officer, employee, agent, contractor
or external adviser of Party B, Party B agrees to tell that person that:


 


(a)                                  Party A is holding personal information about that person;


 


(b)                                 this personal information has been collected by Party A for
the purpose of this Agreement and any Transaction entered into under it;


 


(c)                                  this personal information may be used to enter into any
Transaction under this Agreement and to conduct Party A’s business operations
(such as accounting, risk management, record keeping, archiving) in relation to
this Agreement and Transactions;


 


(d)                                 this personal information may also be used in relation to:


 


(i)                                     compliance
with legislative and regulatory requirements;


 


(ii)                                  prevention
and investigation of crime or fraud;


 


(e)                                  without this personal information, Party A may not be able
to enter into or conduct its business operations in relation to Transactions
under this Agreement;


 


22

















 


(f)                                    this personal information may be disclosed to the following
third party organisations for the following purposes:


 


(i)                                     Party
A’s agents, contractors and external advisers who Party A may engage to carry
out or assist Party A in carrying out its functions and activities under this
Agreement and the Transactions;


 


(ii)                                  regulatory
bodies, government agencies and law enforcement bodies and other parties Party
A is authorised or required by law to disclose information to;


 


(g)                                 subject to the Privacy Act 1988, the person has the right
to access and correct personal information Party A holds about him or her.  Party A may charge a reasonable fee for this
access;


 


(h)                                 Party A may be contacted through any of its branches.


 


Part 6 - Securitisation Provisions


 


(a)                                  Inconsistency.  In the event of any inconsistency
between the provisions of this Part 6 and any other provision of this
Agreement, the provisions of this Part 6 will prevail.


 


(b)                                 Deduction or
withholding for tax.  Section 2
of the agreement is amended as follows:


 


(i)                                     In
Section 2(d)(ii)(1) the following words are deleted where they appear:


 


“in respect of
which X would not be required to pay an additional amount to Y under
section 2(d)(i)(4)”.


 


(ii)                                  Section 2(d)(i)(4)
is deleted in its entirety.


 


(c)                                  Events of
Default and Termination Events.


 


The following
provisions of Section 5 will not apply to either Party A or Party B:


 


Section 5(a)(ii)


Section 5(a)(iii)


Section 5(a)(iv)


Section 5(a)(v)


Section 5(a)(vi)


Section 5(b)(ii)


Section 5(b)(iii)


Section 5(b)(iv)


 


(d)                                 Transfer.  A new paragraph (c) is added to
Section 7 as follows:


 


“a party may
make such a transfer under, or in accordance with, the Global Master Security
Trust Deed.”


 


and replace
the “.” at the end of Section 7(b) with “; and”.


 


23

















 


(e)                                  Role and
liability of Trust Manager.


 


Party A
acknowledges that the Trust Manager will, at the request of Party B, perform
the day to day management of the Trust on the terms and conditions of the Master
Trust Deed.  Any rights or obligations
of Party B under this Agreement may be exercised or satisfied (as the case may
be) by the Trust Manager on behalf of Party B (and the Trust Manager will keep
Party B informed of any action so taken by the Trust Manager) and Party A is
not obliged to enquire as to the authority of the Trust Manager to take such
action on behalf of Party B.


 


Notwithstanding
any other provision of this Agreement, the Trust Manager is not liable:


 


(i)                                     in
connection with anything done by it in good faith and without negligence in
reliance upon any document, form or list except where it is actually aware that
the document, form or list is not genuine; or


 


(ii)                                  if
it fails to do anything because it is prevented or hindered from doing it by
law or order; or


 


(iii)                               to
anyone for payments made by it in good faith to a fiscal authority in
connection with Taxes (including Taxes assessed on the income of the Trust) or
other charges in respect of a Trust even if the payment need not have been made;
or


 


(iv)                              if
a person fails to carry out an agreement with the Trust Manager in connection
with the Trust; or


 


(v)                                 to
anyone because of any error of law or any matter done or omitted to be done by
it in good faith in the event of the liquidation or dissolution of a company
(other than a company under its control),


 


except to the
extent that any of the foregoing is caused by the Trust Manager’s own gross
negligence, fraud or wilful default.


 


The Trust
Manager personally is not a “party” (as that term is used in
Section 2(a)(i) of the Master Agreement) under the Agreement for the
purposes of determining the obligations, representations and undertakings of
each “party” to it.


 


(f)                                    Payments prior to Early Termination Date:  A new Section 6(e)(vi) is inserted as
follows:


 


(i)                                     If
a party (in this Section 6 (e)(vi), “R”) makes a payment under a
Transaction in advance in respect of a period, and an Early Termination Date
occurs before that period has elapsed, then the other party (in this
Section 6(e)(vi), “S”) must pay (by way of refund) to R, as an amount due
in respect of that Early Termination Date, an amount equal to the Termination
Currency Equivalent of:


 


Payment x Balance


Period


 


where


 


Payment                                                  is
the amount paid in advance;  


 


Period is the
period to which the Payment related; and


 


24

















 


Balance                                                      is
the part of the Period from the Early Termination Date to the end of the
Period;  


 


such amount the “Advance Refund Amount”.  


 


25

















 


ANNEXURE 1


 


FORM OF CONFIRMATION FOR BASIS SWAP

- Kingfisher Trust 2004-1G (“Trust”)


 


[Party A Letterhead]


 


[DATE]


 


	
  To:

  	
  Perpetual
  Trustee Company Limited

  as trustee of the Trust

  Level 7

  9 Castlereagh Street

  SYDNEY  NSW  2000

  	
   

  	
  ANZ Capel
  Court Limited

  Level 6

  530 Collins Street

  MELBOURNE   VIC  3000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Manager, Securitisation Services

  	
   

  	
  Attention:

  	
  Manager, Primary Markets Group

  
						



 


SWAP CONFIRMATION - BASIS SWAP


 


The purpose of
this letter is to confirm the terms and conditions of the Transaction entered
into between us on the Trade Date specified below (“Transaction”).  This letter constitutes a “Confirmation”
as referred to in the Master Agreement specified below.


 


This
Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of
[                              ],
as amended, novated or supplemented from time to time (“Agreement”), between
Australia and New Zealand Banking Group Limited
(ABN 11 005 357 522) (“Party A”), Perpetual Trustee Company
Limited, (ABN 42 000 001 007) as trustee of the Trust (“Party B”)
and ANZ Capel Court Limited (ABN 30 004 768 807) (“Trust
Manager”).  All provisions
contained in the Agreement govern this Confirmation except as expressly
modified below.


 


The terms of
the particular Transaction to which this Confirmation relates are as follows:


 


	
  Our Reference:

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  Means the
  earlier of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  the date that all the Notes have been redeemed in full; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 the Termination Date for the Trust,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  subject to
  the Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  With respect
  to each Interest Period, means the Basis Swap Amount for the Interest Period.

  



 


26

















 


	
  Floating Administered Rate Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Administered Rate Payer:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Floating
  Administered Rate Payer:

  	
   

  	
  Each Payment
  Date

  
	
   

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Administered Rate Amount:

  	
   

  	
  For the
  purposes of determining the Floating Administered Rate Amount payable on each
  Payment Date, Section 6.1 of the 2000 ISDA Definitions does not apply
  and the Floating Administered Rate Amount for each Interest Period will be
  determined as the Variable Finance Charges for the Interest Period.

  
	
   

  	
   

  	
   

  
	
  Floating BBSW Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  BBSW Rate Payer:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Floating
  BBSW Rate Payer Payment Dates:

  	
   

  	
  Each Payment
  Date

  
	
   

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Option:

  	
   

  	
  The Bank
  Bill Rate (as defined in the Supplemental Deed).

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  an amount
  calculated in accordance with the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M +
  [   ]%

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Where:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M = the weighted average Margin on the
  Notes outstanding on the first day of the Collection Period expiring
  immediately prior to such Payment Date

  
	
   

  	
   

  	
   

  
	
  Margin:

  	
   

  	
  the
  aggregate of the Spread for the currency swap for the Class A Notes and the
  Class B Note Margin

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Day Count:

  	
   

  	
  Actual/365
  (Fixed)

  
	
   

  	
   

  	
   

  
	
  Fraction:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

  	
  The first
  day of each Interest Period.

  
	
   

  	
   

  	
   

  
	
  Business Day:

  	
   

  	
  Melbourne

  
	
   

  	
   

  	
   

  
	
  Business Day Convention:

  	
   

  	
  Following

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  The Trust
  Manager

  



 


27

















 


	
  Account Details Instruction:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account for
  payments to Party A:

  	
   

  	
  [Please
  advise]

  
	
   

  	
   

  	
   

  
	
  Account for
  payments to Party B:

  	
   

  	
  [Please
  advise]

  
	
   

  	
   

  	
   

  
	
  Other Provisions:

  	
   

  	
  The
  Transaction to which this Confirmation relates is a Basis Swap for the
  purposes of the Agreement.

  



 


Please confirm that the above
correctly sets out the terms of our agreement in respect of the Transaction to
which this Confirmation relates by signing and returning it to us by facsimile
today.


 


Executed documents will follow
by mail.


 


Yours sincerely


 


 


	
  SIGNED for and on
  behalf of

  PERPETUAL
  TRUSTEE COMPANY

  LIMITED (ABN 42 000 001 007) as trustee

  of the Kingfisher Trust 2004-1G

  	
   

  	
  SIGNED for and on
  behalf of

  AUSTRALIA
  AND NEW ZEALAND

  BANKING GROUP LIMITED (ABN 11 005 357 522)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  (Authorised Officer)

  	
   

  	
  (Authorised Officer)

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED for and on
  behalf of

  ANZ
  CAPEL COURT LIMITED (ABN 30 004 768 807)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  (Authorised Officer)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
								



 


28

















 


ANNEXURE 2


 


FORM OF CONFIRMATION
FOR FIXED SWAP 

- Kingfisher Trust 2004-1G (“Trust”)


 


[Party A Letterhead]


 


[DATE]


 


	
  To:

  	
  Perpetual
  Trustee Company Limited

  as trustee of the Trust

  Level 7

  9 Castlereagh Street

  SYDNEY  NSW  2000

  	
   

  	
  ANZ Capel
  Court Limited

  Level 6

  530 Collins Street

  MELBOURNE   VIC  3000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Manager, Securitisation Services

  	
   

  	
  Attention:

  	
  Manager, Primary Markets Group

  
						



 


SWAP CONFIRMATION - FIXED SWAP


 


The purpose of this letter is
to confirm the terms and conditions of the Transaction entered into between us
on the Trade Date specified below (“Transaction”). This letter constitutes a “Confirmation”
as referred to in the Master Agreement specified below.


 


This Confirmation supplements,
forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of
[                           ],
as amended, novated or supplemented from time to time (“Agreement”), between
Australia and New Zealand Banking Group Limited, (ABN 11
005 357 522) (“Party A”), Perpetual Trustee Company
Limited, (ABN 42 000 001 007) as trustee of the Trust (“Party B”)
and ANZ Capel Court Limited (ABN 30 004 768 807) (“Trust Manager”). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.


 


The terms of the particular
Transaction to which this Confirmation relates are as follows:


 


	
  Our Reference:

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  [                         ]

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  Means the
  earlier of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  the
  date that all of the Notes have been redeemed in full; and  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 the
  Termination Date for the Trust,

  



 


29

















 


	
   

  	
   

  	
  subject to the Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  With respect
  to each Interest Period, means the Fixed Swap Amount for that Interest
  Period.

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed Rate
  Payer

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Fixed Rate
  Payer Payment Dates

  	
   

  	
  Each Payment
  Date

  
	
   

  	
   

  	
   

  
	
  Fixed Amount

  	
   

  	
  For the
  purposes of determining the Fixed Amount payable on each Payment Date,
  Section 5.1 of the 2000 ISDA Definitions does not apply and the Fixed
  Amount for each Interest Period will be determined as the Fixed Rate Finance
  Charges for that Interest Period.

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer Payment Dates

  	
   

  	
  Each Payment
  Date

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Option

  	
   

  	
  The Bank
  Bill Rate (as defined in the Supplemental Deed).

  
	
   

  	
   

  	
   

  
	
  Spread

  	
   

  	
  an amount
  calculated in accordance with the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M + [   ]%

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Where:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M = weighted average Margin on the Notes
  outstanding on the first day of the Collection Period expiring immediately
  prior to such Payment Date

  
	
   

  	
   

  	
   

  
	
  Margin:

  	
   

  	
  the
  aggregate of the Spread for the currency swap for the Class A Notes and the
  Class B Note Margin

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Day Count Fraction

  	
   

  	
  Actual/365
  (Fixed)

  
	
   

  	
   

  	
   

  
	
  Reset Dates

  	
   

  	
  The first
  day of each Interest Period.

  
	
   

  	
   

  	
   

  
	
  Business Day:

  	
   

  	
  Melbourne

  
	
   

  	
   

  	
   

  
	
  Business Day Convention:

  	
   

  	
  Following

  



 


30

















 


	
  Calculation Agent:

  	
   

  	
  The Trust
  Manager

  
	
   

  	
   

  	
   

  
	
  Account Details Instruction:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account for
  payments to Party A

  	
   

  	
  [Please
  advise]

  
	
   

  	
   

  	
   

  
	
  Account for
  payments to Party B

  	
   

  	
  [Please
  advise]

  
	
   

  	
   

  	
   

  
	
  Other Provisions:

  	
   

  	
  The
  Transaction to which this Confirmation relates is a Fixed Swap for the
  purposes of the Agreement.

  



 


Please confirm that the above
correctly sets out the terms of our agreement in respect of the Transaction to
which this Confirmation relates by signing and returning it to us by facsimile
today.


 


Executed documents will follow
by mail.


 


Yours sincerely


 


	
  SIGNED for and on
  behalf of

  PERPETUAL
  TRUSTEE COMPANY

  LIMITED (ABN 42 000 001 007) as trustee

  of the Kingfisher Trust 2004-1G

  	
   

  	
  SIGNED for and on
  behalf of

  AUSTRALIA
  AND NEW ZEALAND

  BANKING GROUP LIMITED (ABN 11 005 357 522)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  (Authorised Officer)

  	
   

  	
  (Authorised Officer)

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED for and on
  behalf of ANZ CAPEL COURT LIMITED (ABN 30 004 768 807)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  (Authorised Officer)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
								



 


31

















 


ANNEXURE 3


 


Monthly Swap
Statement


 


Kingfisher Trust
2004-1G


 


Date:                    [                  ]


 


To:                              AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED  (ABN 11 005 357 522) (“Party A”)


 


And:                     PERPETUAL
TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) (“Party B”)


 


From                     ANZ CAPEL
COURT LIMITED (ABN 30 004 768 807) (“Trust Manager”)


 


ISDA Master Agreement dated
[                ]
between Party A, Party B and the Trust Manager (“Agreement”)


 


Determination Date:


 


Interest Period:


 


The Trust Manager has
determined and gives notice of the following:


 


1                                          Basis Swap


 


(a)                                  Notional
Amount for the Interest Period:


 


(b)                                 Variable
Finance Charges for the Interest Period:


 


(c)                                  Bank
Bill Rate Spread:


 


2                                          Fixed Swap


 


(a)                                  Notional
Amount for the Interest Period:


 


(b)                                 Fixed
Rate Finance Charges for the Interest Period:


 


(c)                                  Bank
Bill Rate Spread:


 


3                                          Rate Set


 


BBSW for the
Interest Period.


 


4                                          Net Amount


 


Net amount due
for payment by Party A on the immediately following Payment Date:


 


Net amount due
for payment by Party B on the immediately following Payment Date:


 


Terms used and not otherwise
defined in this statement have the same meaning as in the Agreement, as
amended, supplemented or novated from time to time.


 


32

















 


	
  SIGNED for and on
  behalf of

  ANZ
  CAPEL COURT LIMITED

  (ABN 30 004 768 807)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
  (Authorised
  Officer)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
						



 


33

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  as attorney
  for AUSTRALIA AND NEW

  	
  )

  	
   

  
	
  ZEALAND BANKING GROUP

  	
  )

  	
   

  
	
  LIMITED under power of attorney dated

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Address of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
   

  	
  )

  	
  received no
  notice of revocation of the

  
	
  Occupation
  of witness

  	
  )

  	
  power of
  attorney

  



 


 


	
  SIGNED by

  	
  )

  	
   

  
	
  as attorney
  for PERPETUAL

  	
  )

  	
   

  
	
  TRUSTEE COMPANY LIMITED

  	
  )

  	
   

  
	
  under power
  of attorney dated

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Address of
  witness

  	
  )

  	
  By executing
  this agreement the attorney

  
	
   

  	
  )

  	
  states that
  the attorney has received no

  
	
   

  	
  )

  	
  notice of
  revocation of the power of 

  
	
  Occupation
  of witness

  	
  )

  	
  attorney

  



 


34

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  as attorney
  for ANZ
  CAPEL COURT

  	
  )

  	
   

  
	
  LIMITED under
  power of attorney dated

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Address of
  witness

  	
  )

  	
  By executing
  this agreement the attorney

  
	
   

  	
  )

  	
  states that
  the attorney has received no

  
	
   

  	
  )

  	
  notice of
  revocation of the power of

  
	
  Occupation
  of witness

  	
  )

  	
  attorney

  



 


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