<PAGE>
As filed with the Securities and Exchange Commission on 10 March 2000
Registration No. 333-93721
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Securitisation Advisory Services Pty Limited
(ACN 064 133 946)
(Exact name of registrant as specified in its governing instruments)
--------------
Level 8
48 Martin Place
Sydney, 2000
Australia
Telephone: 612-9378-5293
(Address, including zip code/post code, and telephone number, including area
code, of registrant's principal executive offices)
--------------
agent for service
Ian Phillips
Executive Vice President and
General Manager Americas
Commonwealth Bank of Australia
599 Lexington Avenue
New York, NY 10022
Telephone: 212-848-9241
(Name, address, including zip code and telephone number, including area code,
of agent for service)
--------------
With a copy to:
<TABLE>
<S> <C> <C>
Dominic Bruzze Diane Citron, Esq. Richard F. Kadlick
Securitisation Advisory Services Mayer, Brown & Platt Skadden, Arps, Slate,
Pty. Limited 1675 Broadway Meagher & Flom
Level 8, 48 Martin Place New York, New York 10019 Four Times Square
Sydney 2000, Australia New York, New York 10036
</TABLE>
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement, as
determined by market conditions.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
check the following box. [_]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to Be Amount to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price* Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A-1 Mortgage
Backed Floating
Rate Notes............ $1,000,000 100% $1,000,000 $264.00**
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Estimated for the purpose of calculating the registration fee.
** $264.00 previously filed.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Name and Caption in Form
S-11 Caption in Prospectus
------------------------ ---------------------
<C> <S> <C>
1. Forepart of Registration Front Cover of Registration Statement; Outside
Statement and Outside Front Cover Page of Prospectus
Front Cover Page of
Prospectus
2. Inside Front and Outside
Back Cover Pages of Inside Front Cover Page of Prospectus; Outside
Prospectus Back Cover Page of Prospectus
3. Summary Information, Summary; Risk Factors
Risk Factors and Ratio
of Earnings to Fixed
Charges
Determination of
4. Offering Price *
5. Dilution *
6. Selling Security Holders *
7. Plan of Distribution Method of Distribution
8. Use of Proceeds Use of Proceeds
9. Selected Financial Data *
10. Management's Discussion
and Analysis of
Financial Condition and Description of the Trust; Description of the Assets
Results of Operations of the Trust
11. General Information as The Issuer Trustee, Commonwealth Bank and the
to Registrant Manager
Policy with respect to
12. Certain Activities Description of the Notes
Investment Policies of
13. Registrant Description of the Transaction Documents
14. Description of Real The Assets of the Trust; Commonwealth Bank
Estate Residential Loan Program
15. Operating Data *
16. Tax Treatment of
Registrant and Its United States Federal Income Tax Matters,
Security Holders Australian Tax Matters
17. Market Price of and
Dividends on the
Registrant's Common
Equity and Related
Stockholder Matters *
Description of
18. Registrant's Securities Description of the Class A-1 Notes
19. Legal Proceedings *
20. Security Ownership of
Certain Beneficial The Issuer Trustee, Commonwealth Bank
Owners and Management and the Manager
Directors and Executive
21. Officers *
22. Executive Compensation *
Certain Relationships
23. and Related Transactions *
24. Selection, Management Description of the Class A-1 Notes; Description
and Custody of of the Transaction Documents; Commonwealth
Registrant's Investments Bank Residential Loan Program
25. Policies with Respect to
Certain Transactions Description of the Class A-1 Notes
26. Limitations of Liability Description of the Transaction Documents
Financial Statements and
27. Information *
Interests of Named
28. Experts and Counsel *
29. Disclosure of Commission
Position on
Indemnification for
Securities Act
Liabilities Part II of Registration Statement
30. Quantitative and
Qualitative Disclosures
about Market Risk *
</TABLE>
- --------
* Not Applicable
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, dated March 10, 2000
PRELIMINARY PROSPECTUS
US$ Class A-1 Mortgage Backed Floating Rate Notes
Series 2000-1G Medallion Trust
[GRAPHIC]
Securitisation Advisory Services Pty Limited (ACN 064 133 946)
Manager
Commonwealth Bank of Australia (ACN 123 123 124)
Seller and Servicer
Perpetual Trustee Company Limited (ACN 000 001 007)
in its capacity as trustee of the Series 2000-1G Medallion Trust
Issuer Trustee
-----------
The Class A-1 notes will be collateralized by a pool of housing loans
secured by properties located in Australia. The Series 2000-1G Medallion Trust
will be governed by the laws of New South Wales, Australia.
The Class A-1 notes are not deposits and neither the notes nor the
underlying housing loans is insured or guaranteed by any governmental agency or
instrumentality. The Class A-1 notes represent obligations of the issuer
trustee in its capacity as trustee of the Series 2000-1G Medallion Trust only
and do not represent obligations of or interests in, and are not guaranteed by,
Securitisation Advisory Services Pty Limited, Commonwealth Bank of Australia,
Perpetual Trustee Company Limited or the underwriters.
An application has been made to the London Stock Exchange Limited ("The
London Stock Exchange") to admit the Class A-1 notes to the Official List. The
Class A-1 notes are the only notes that will be listed on The London Stock
Exchange pursuant to this prospectus.
Investing in the Class A-1 notes involves risks. See "Risk Factors" on page
24.
<TABLE>
<CAPTION>
Proceeds
Initial Initial Price Underwriting to
Principal Interest to Discounts and Issuer
Balance Rate Public Commissions Trustee
--------- ----------- ------ ------------- --------
<S> <C> <C> <C> <C> <C>
Class A-1 Notes............. $ LIBOR + % % $ $
</TABLE>
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these Class A-1 notes or determined
if this prospectus is accurate or complete. Any representation to the contrary
is a criminal offense.
J.P. Morgan & Co__________________________________Deutsche.Banc Alex. Brown
Merrill Lynch & Co_______________________________Credit.Suisse First Boston
The date of this prospectus is , 2000
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Disclaimers with Respect to Sales to Non-U.S. Investors.................... 4
Australian Disclaimers..................................................... 7
Summary.................................................................... 8
Structural Diagram........................................................ 10
Summary of the Notes...................................................... 11
Structural Overview....................................................... 12
Credit Enhancements....................................................... 12
Liquidity Enhancement..................................................... 14
Redraws and Further Advances.............................................. 14
Hedging Arrangements...................................................... 14
Optional Redemption....................................................... 15
The Housing Loan Pool..................................................... 16
Withholding Tax........................................................... 17
U.S. Tax Status........................................................... 17
Legal Investment.......................................................... 17
ERISA Considerations...................................................... 18
Book-Entry Registration................................................... 18
Collections............................................................... 18
Interest on the Notes and Redraw Bonds.................................... 19
Principal on the Notes and Redraw Bonds................................... 19
Allocation of Cash Flows.................................................. 19
Determination of Available Income Amount on a Distribution Date........... 20
Distribution of Available Income Amount on a Distribution Date............ 21
Determination of Available Principal Amount on a Distribution Date........ 22
Distribution of Available Principal Amount on a Distribution Date......... 23
Risk Factors............................................................... 24
Capitalized Terms.......................................................... 35
U.S. Dollar Presentation................................................... 35
The Issuer Trustee, Commonwealth Bank and the Manager...................... 35
The Issuer Trustee........................................................ 35
Commonwealth Bank......................................................... 36
The Manager............................................................... 36
Description of the Trust................................................... 36
Commonwealth Bank Securitisation Trust Programme.......................... 36
Series 2000-1G Medallion Trust............................................ 37
Other Trusts.............................................................. 37
Description of the Assets of the Trust..................................... 38
Assets of the Trust....................................................... 38
The Housing Loans......................................................... 38
Transfer and Assignment of the Housing Loans.............................. 39
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Representations, Warranties and Eligibility Criteria...................... 40
Breach of Representations and Warranties.................................. 42
Substitution of Housing Loan Securities................................... 42
Other Features of the Housing Loans....................................... 42
Details of the Housing Loan Pool.......................................... 43
Housing Loan Information.................................................. 44
Commonwealth Bank Residential Loan Program................................. 51
Origination Process....................................................... 51
Approval and Underwriting Process......................................... 51
Commonwealth Bank's Product Types......................................... 53
Special Features of the Housing Loans..................................... 54
Additional Features....................................................... 56
The Mortgage Insurance Policies............................................ 56
General................................................................... 56
The High LTV Mortgage Insurance Policies.................................. 56
The Master Mortgage Insurance Policy...................................... 60
Description of the Mortgage Insurers...................................... 63
Description of the Class A-1 Notes......................................... 64
General................................................................... 64
Form of the Class A-1 Notes............................................... 64
Distributions on the Notes................................................ 69
Key Dates and Periods..................................................... 70
Calculation of Available Income Amount.................................... 71
Liquidity Facility Advance................................................ 72
Distribution of the Available Income Amount............................... 72
Interest on the Notes..................................................... 74
Determination of the Available Principal Amount........................... 75
Distribution of the Available Principal Amount............................ 77
Allocation of Principal to Class A Notes and Class B Notes................ 77
Redraws and Further Advances.............................................. 79
Principal Charge-offs..................................................... 80
The Interest Rate Swaps................................................... 81
The Currency Swap......................................................... 85
Partial Redemption of the Class A-1 Notes on Distribution Dates........... 92
Withholding or Tax Deductions............................................. 92
Redemption of the Notes for Taxation or Other Reasons..................... 92
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Redemption of the Notes upon an Event of Default.......................... 93
Optional Redemption of the Notes.......................................... 94
Final Maturity Date....................................................... 94
Redemption upon Final Payment............................................. 95
No Payments of Principal in Excess of Stated Amount....................... 95
Termination of the Trust.................................................. 95
Prescription.............................................................. 96
Directions by Class A-1 Noteholders....................................... 97
Amendments to Class A-1 Notes and Class A-1 Note Trust Deed............... 97
Reports to Noteholders.................................................... 99
Description of the Transaction Documents................................... 100
Collections Account and Authorized Short-Term Investments................. 101
Modifications of the Master Trust Deed and Series Supplement.............. 101
The Issuer Trustee........................................................ 103
The Manager............................................................... 107
Limits on Rights of Noteholders and Redraw Bondholders.................... 109
The Class A-1 Note Trustee................................................ 110
The Security Trust Deed................................................... 112
The Liquidity Facility.................................................... 121
The Standby Redraw Facility............................................... 123
Servicing of the Housing Loans............................................ 126
Seller Deposit............................................................ 131
Custody of the Housing Loan Documents..................................... 131
Clean-Up and Extinguishment............................................... 133
The Servicer............................................................... 134
Servicing of Housing Loans................................................ 134
Collection and Enforcement Procedures..................................... 134
Collection and Enforcement Process........................................ 135
Servicer Delinquency Experience........................................... 136
Prepayment and Yield Considerations........................................ 138
General................................................................... 138
Prepayments............................................................... 138
Weighted Average Lives.................................................... 139
Use of Proceeds............................................................ 143
Legal Aspects of the Housing Loans......................................... 143
General................................................................... 143
Nature of Housing Loans as Security....................................... 143
Enforcement of Registered Mortgages....................................... 146
Penalties and Prohibited Fees............................................. 147
Bankruptcy and Insolvency................................................. 147
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Environmental............................................................. 148
Insolvency Considerations................................................. 148
Tax Treatment of Interest on Australian Housing Loans..................... 149
Consumer Credit Code...................................................... 149
United States Federal Income Tax Matters................................... 150
General................................................................... 151
Sale of Notes............................................................. 151
Market Discount........................................................... 151
Premium................................................................... 153
Backup Withholding........................................................ 153
Australian Tax Matters..................................................... 153
Payments of Principal, Premiums and Interest.............................. 154
Profit on Sale............................................................ 155
Goods and Services Tax.................................................... 156
Tax Reform Proposals...................................................... 157
Other Taxes............................................................... 159
Enforcement of Foreign Judgments in Australia.............................. 159
Exchange Controls and Limitations.......................................... 160
ERISA Considerations....................................................... 160
Legal Investment Considerations............................................ 161
Available Information...................................................... 162
Ratings of the Notes....................................................... 162
Plan of Distribution....................................................... 163
Underwriting.............................................................. 163
Offering Restrictions..................................................... 164
Listing and General Information............................................ 165
Listing................................................................... 165
Authorization............................................................. 166
Litigation................................................................ 166
Euroclear and Clearstream, Luxembourg..................................... 166
Transaction Documents Available for Inspection............................ 167
Consents to Opinions...................................................... 168
Announcement............................................................... 168
Legal Matters.............................................................. 168
Glossary................................................................... 169
Appendix I................................................................. I-1
Terms and Conditions of the Class A-1 Notes................................ I-1
</TABLE>
3
<PAGE>
Disclaimers with Respect to Sales to Non-U.S. Investors
This section applies only to the offering of the Class A-1 notes in
countries other than the United States of America. In the section of this
prospectus entitled "Disclaimers with Respect to Sales to Non-U.S. Investors,"
references to Perpetual Trustee Company Limited are to that company in its
capacity as trustee of the Series 2000-1G Medallion Trust, and not its personal
capacity. Securitisation Advisory Services Pty Limited is responsible and
liable for this prospectus in the United States of America.
Other than in the United States of America, no person has taken or will
take any action that would permit a public offer of the Class A-1 notes in any
country or jurisdiction. The Class A-1 notes may be offered non-publicly in
other jurisdictions. The Class A-1 notes may not be offered or sold, directly
or indirectly, and neither this prospectus nor any form of application,
advertisement or other offering material may be issued, distributed or
published in any country or jurisdiction, unless permitted under all applicable
laws and regulations. Each underwriter has agreed to comply with all applicable
securities laws and regulations in each jurisdiction in which it purchases,
offers, sells or delivers Class A-1 notes or possesses or distributes this
prospectus or any other offering material. The distribution of this prospectus
and the offer or sale of the Class A-1 notes may be restricted in some
jurisdictions. In particular, there are restrictions on the distribution of
this prospectus and the offer and sale of the Class A-1 notes in the United
Kingdom, Australia and in the United States of America. You should inform
yourself about and observe any of these restrictions. For a description of
further restrictions on offers and sales of the Class A-1 notes, see "Plan of
Distribution."
This prospectus does not and is not intended to constitute an offer to
sell or a solicitation of any offer to buy any of the Class A-1 notes by or on
behalf of Perpetual Trustee Company Limited or Securitisation Advisory Services
Pty Limited in any jurisdiction in which the offer or solicitation is not
authorized or in which the person making the offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make an offer or
solicitation in such jurisdiction.
For the purposes of the Financial Services Act 1986 of the United Kingdom
and the London Stock Exchange only:
. Perpetual Trustee Company Limited accepts responsibility for the
information contained in this prospectus. To the best of the
knowledge and belief of Perpetual Trustee Company Limited, which
has taken all reasonable care to ensure that such is the case, the
information contained in this prospectus is in accordance with the
facts and does not omit anything likely to affect the import of
that information.
. Commonwealth Bank of Australia, as seller, servicer and currency
swap provider, accepts responsibility for the information
contained in "Summary--The Housing Loan Pool" and "--Selected
Housing Loan Pool Data," "The Issuer Trustee, Commonwealth Bank
and the Manager--Commonwealth Bank" and "--the Manager,"
"Description of the Assets of the Trust--The Housing Loans," "--
Other Features of the Housing Loans," "--Details of
4
<PAGE>
the Housing Loan Pool" and "--Housing Loan Information,"
"Commonwealth Bank Residential Loan Program," "Description of the
Class A-1 Notes--The Currency Swap--Commonwealth Bank" and "The
Servicer." To the best of the knowledge and belief of Commonwealth
Bank of Australia, which has taken all reasonable care to ensure
that such is the case, the information contained in those sections
is in accordance with the facts and does not omit anything likely
to affect the import of that information.
. The Bank of New York accepts responsibility for the information
contained in "Description of the Transaction Documents--The Class
A-1 Note Trustee--Appointment of Class A-1 Note Trustee" on page
110. To the best of the knowledge and belief of The Bank of New
York, which has taken all reasonable care to ensure that such is
the case, the information contained in that section is in
accordance with the facts and does not omit anything likely to
affect the import of that information.
. Merrill Lynch Capital Services Inc. accepts responsibility for the
information contained in "Description of the Class A-1 Notes--The
Currency Swap--Merrill Lynch Capital Services Inc." on page 89. To
the best of the knowledge and belief of Merrill Lynch Capital
Services Inc., which has taken all reasonable care to ensure that
such is the case, the information contained in that section is in
accordance with the facts and does not omit anything likely to
affect the import of that information.
None of Commonwealth Bank of Australia, in its individual capacity and as
seller, servicer, fixed rate swap provider, basis swap provider, currency swap
provider, liquidity facility provider and standby redraw facility provider,
P.T. Limited, as security trustee, The Bank of New York, as Class A-1 note
trustee, Class A-1 note registrar, principal paying agent, agent bank and
paying agent or Merrill Lynch Capital Services Inc., as currency swap provider,
accepts any responsibility for any information contained in this prospectus and
has not separately verified the information contained in this prospectus and
makes no representation, warranty or undertaking, express or implied, as to the
accuracy or completeness of any information contained in this prospectus or any
other information supplied in connection with the Class A-1 notes except with
respect to the information for which it accepts responsibility in the preceding
four paragraphs.
Except as described in the preceding five paragraphs, Commonwealth Bank
of Australia, in its individual capacity and as seller, servicer, fixed rate
swap provider, basis swap provider, currency swap provider, liquidity facility
provider and standby redraw facility provider, Perpetual Trustee Company
Limited, in its personal capacity and as trustee, Securitisation Advisory
Services Pty Limited, as manager, P.T. Limited, in its personal capacity and as
security trustee, The Bank of New York, as Class A-1 note trustee, Class A-1
note registrar, principal paying agent, agent bank and paying agent, Merrill
Lynch Capital Services Inc., as currency swap provider, and the underwriters do
not recommend that any person should purchase any of the Class A-1 notes and do
not accept any responsibility or make any representation as to the tax
consequences of investing in the Class A-1 notes.
5
<PAGE>
Each person receiving this prospectus:
. acknowledges that he or she has not relied on the entities listed
in the preceding paragraph nor on any person affiliated with any
of them in connection with his or her investigation of the
accuracy of the information in this prospectus or his or her
investment decisions;
. acknowledges that this prospectus and any other information
supplied in connection with the Class A-1 notes is not intended to
provide the basis of any credit or other evaluation;
. acknowledges that the underwriters have expressly not undertaken
to review the financial condition or affairs of the trust or any
party named in the prospectus during the life of the Class A-1
notes;
. should make their own independent investigation of the trust and
the Class A-1 notes; and
. should seek their own tax, accounting and legal advice as to the
consequences of investing in any of the Class A-1 notes.
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection
with the issue or sale of the Class A-1 notes. If such information or
representation is given or received, it must not be relied upon as having been
authorized by Perpetual Trustee Company Limited, Securitisation Advisory
Services Pty Limited or any of the underwriters.
Neither the delivery of this prospectus nor any sale made in connection
with this prospectus shall, under any circumstances, create any implication
that:
. there has been no material change in the affairs of the trust or
any party named in this prospectus since the date of this
prospectus or the date upon which this prospectus has been most
recently amended or supplemented; or
. any other information supplied in connection with the Class A-1
notes is correct as of any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document
containing the same.
Perpetual Trustee Company Limited's liability to make payments of
interest and principal on the Class A-1 notes is limited to the assets of the
trust available to be applied towards those payments in accordance with the
transaction documents. All claims against Perpetual Trustee Company Limited in
relation to the Class A-1 notes may only be satisfied out of the assets of the
trust and are limited in recourse to the assets of the trust.
6
<PAGE>
Australian Disclaimers
. The Class A-1 notes do not represent deposits or other liabilities
of Commonwealth Bank of Australia or associates of Commonwealth
Bank of Australia.
. The holding of the Class A-1 notes is subject to investment risk,
including possible delays in repayment and loss of income and
principal invested.
. None of Commonwealth Bank of Australia, any associate of
Commonwealth Bank of Australia, Perpetual Trustee Company Limited,
P.T. Limited, The Bank of New York, as Class A-1 note trustee,
Class A-1 note registrar, principal paying agent, agent bank and
paying agent, Merrill Lynch Capital Services Inc., as currency
swap provider, nor any underwriter in any way stands behind the
capital value or the performance of the Class A-1 notes or the
assets of the trust except to the limited extent provided in the
transaction documents for the trust.
. None of Commonwealth Bank of Australia, in its individual capacity
and as seller, servicer, basis swap provider, fixed rate swap
provider, currency swap provider, liquidity facility provider and
standby redraw facility provider, Perpetual Trustee Company
Limited, Securitisation Advisory Services Pty Limited, as manager,
P.T. Limited, as security trustee, The Bank of New York, as Class
A-1 note trustee, Class A-1 note registrar, principal paying
agent, agent bank and paying agent, Merrill Lynch Capital Services
Inc., as currency swap provider, or any of the underwriters
guarantees the payment of interest or the repayment of principal
due on the Class A-1 notes.
. None of the obligations of Perpetual Trustee Company Limited, in
its capacity as trustee of the trust, or Securitisation Advisory
Services Pty Limited, as manager, is guaranteed in any way by
Commonwealth Bank of Australia or any associate of Commonwealth
Bank of Australia or by Perpetual Trustee Company Limited or any
associate of Perpetual Trustee Company Limited.
7
<PAGE>
Summary
This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making your
investment decision. This summary contains an overview of some of the concepts
and other information to aid your understanding. All of the information
contained in this summary is qualified by the more detailed explanations in
other parts of this prospectus.
Parties to the Transaction
<TABLE>
<C> <S>
Trust:........................... Series 2000-1G Medallion Trust
Issuer Trustee:.................. Perpetual Trustee Company Limited (ACN 000 001
007), in its capacity as trustee of the trust
Manager:......................... Securitisation Advisory Services Pty Limited
(ACN 064 133 946), Level 8, 48 Martin Place,
Sydney,
NSW 2000
612-9378 5293
Class A-1 Note Trustee:.......... The Bank of New York, New York Branch
Security Trustee:................ P.T. Limited (ACN 004 454 666)
Seller:.......................... Commonwealth Bank of Australia (ACN 123 123 124)
Servicer:........................ Commonwealth Bank of Australia
Principal Paying Agent:.......... The Bank of New York, New York Branch
Paying Agent:.................... The Bank of New York, London Branch
Agent Bank:...................... The Bank of New York, New York Branch
Class A-1 Note Registrar:........ The Bank of New York, New York Branch
Residual Unitholder:............. Commonwealth Bank of Australia
Underwriters:.................... J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith,
Incorporated Credit Suisse First Boston
Corporation
Deutsche Bank Securities Inc.
Listing Agent:................... J.P. Morgan Securities Ltd.
Liquidity Facility Provider:..... Commonwealth Bank of Australia
Standby Redraw Facility
Provider:........................ Commonwealth Bank of Australia
</TABLE>
8
<PAGE>
Mortgage Insurers:..........
Housing Loans Insurance Corporation Pty Limited
(ACN 071 466 334), GE Capital Mortgage Insurance
Corporation (Australia) Pty Limited (ACN 081 488
440) and the Commonwealth of Australia
Fixed Rate Swap Provider:... Commonwealth Bank of Australia
Basis Swap Provider:........ Commonwealth Bank of Australia
Currency Swap Providers:.... Merrill Lynch Capital Services Inc.
Commonwealth Bank of Australia
Rating Agencies:............ Fitch IBCA (Australia) Pty Limited
Moody's Investors Service, Inc.
Standard & Poor's Ratings Group
9
<PAGE>
[GRAPHIC OF STRUCTURAL DIAGRAM]
10
<PAGE>
Summary of the Notes
In addition to the Class A-1 notes, the issuer trustee will also issue
Class A-2 notes and Class B notes collateralized by the same pool of housing
loans. The Class A-2 notes and the Class B notes have not been, and will not
be, registered in the United States and are not being offered by this
prospectus. The term "notes" will mean the Class A-1 notes, the Class A-2 notes
and the Class B notes when used in this prospectus. The term "Class A notes"
will mean the Class A-1 notes and the Class A-2 notes when used in this
prospectus. The issuer trustee may in certain circumstances also issue redraw
bonds collateralized by the same pool of housing loans. The redraw bonds will
not be registered in the United States and are not being offered by this
prospectus.
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class B
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Initial
Principal
Balance........ US$1,000,000,000 A$150,000,000 A$15,000,000
- -----------------------------------------------------------------------------------------------------------------
% of Total...... % % %
- -----------------------------------------------------------------------------------------------------------------
Anticipated
Ratings:
Fitch IBCA
(Australia) Pty
Limited......... AAA AAA AA
Moody's
Investors
Service Inc. .. Aaa Aaa Aa2
Standard &
Poor's Ratings
Group.......... AAA AAA AA
- -----------------------------------------------------------------------------------------------------------------
Interest rate up
to but
excluding the
distribution three-month Australian
date in July, three-month Australian Bank Bill Rate plus a
2007 .......... three-month LIBOR + % Bank Bill Rate plus % margin
- -----------------------------------------------------------------------------------------------------------------
Interest rate
after and
including the
distribution
date in July,
2007 unless on
or after that
distribution
date the issuer
trustee
proposes to
redeem the
notes and
redraw bonds at
their Stated
Amounts,
instead of
their Invested
Amounts, and is
unable to do so
because of a
failure to
obtain the
approval of an
Extraordinary
Resolution of
noteholders and
redraw
bondholders, in
which case the
interest rate
will be the
rate specified three-month Australian
in the line three-month Australian Bank Bill Rate plus a
above.......... three-month LIBOR + % Bank Bill Rate plus % margin
- -----------------------------------------------------------------------------------------------------------------
Interest Accrual
Method......... actual/360 actual/365
- -----------------------------------------------------------------------------------------------------------------
Distribution 12th day or, if the 12th day is not a Business Day, then the next Business Day, of each
Dates.......... of July, October, January and April beginning on July 12, 2000.
- -----------------------------------------------------------------------------------------------------------------
Final Scheduled
Distribution The distribution date falling The distribution date falling The distribution date falling
Date*.......... in April, 2018 in April, 2018 in April, 2020
- -----------------------------------------------------------------------------------------------------------------
Clearance/Settlement.. DTC/Euroclear/Clearstream,
Luxembourg Offered in Australia only
- -----------------------------------------------------------------------------------------------------------------
Cut-Off Date.... Close of business, March , 2000
- -----------------------------------------------------------------------------------------------------------------
Closing Date.... On or about March , 2000
- -----------------------------------------------------------------------------------------------------------------
Final Maturity
Date........... The distribution date falling in July, 2031
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* Assuming that there are not prepayments on the housing loans, that the
issuer trustee is not directed to exercise its right of optional redemption
of the notes and the other modeling assumptions contained in "Prepayment and
Yield Considerations" occur.
11
<PAGE>
Structural Overview
Commonwealth Bank established the Medallion Programme pursuant to a
master trust deed dated 8 October 1997 between Securitisation Advisory Services
Pty. Limited as manager and Perpetual Trustee Company Limited as issuer
trustee, as amended from time to time. The master trust deed provides the
general terms and structure for securitization under the program. A series
supplement between the issuer trustee, the manager and Commonwealth Bank, as
seller and servicer, sets out the specific details of the Series 2000-1G
Medallion Trust, which may vary from the terms set forth in the master trust
deed. Each securitization under the program is a separate transaction with a
separate trust. The assets of the Series 2000-1G Medallion Trust will not be
available to pay the obligations of any other trust, and the assets of other
trusts will not be available to pay the obligations of the Series 2000-1G
Medallion Trust. See "Description of the Trust."
The Series 2000-1G Medallion Trust involves the securitization of housing
loans originated by Commonwealth Bank and secured by mortgages on residential
property located in Australia. Commonwealth Bank will equitably assign the
housing loans to the trust, which will in turn issue the floating rate Class A-
1 notes, along with the Class A-2 notes and Class B notes, to fund the
acquisition of the housing loans.
The issuer trustee will grant a floating charge over all of the assets of
the trust under the security trust deed in favor of P.T. Limited, as security
trustee, to secure the trust's payment obligations to the noteholders and its
other creditors. The floating charge is a first ranking charge over the assets
of the trust subject only to a prior interest in favor of the issuer trustee to
secure payment of certain expenses of the trust. A floating charge is a
security interest on a class of assets, but does not attach to specific assets
unless or until it crystalizes, which means it becomes a fixed charge. The
charge will crystalize if an event of default occurs under the security trust
deed (but in some cases will crystalize only over the assets affected by the
event of default). While the charge is a floating charge, the issuer trustee
may deal with the assets of the trust in accordance with the transaction
documents and, if it acts contrary to its duties, may be able to deal with the
assets of the trust in such a way as to prejudice the security trustee's
interest in the assets in breach of the transaction documents. Once the
floating charge crystalizes, the issuer trustee will no longer be able to
dispose of or create interests in the assets of the trust except in accordance
with the transaction documents. For a description of floating charges and
crystallization see "The Security Trust Deed--Nature of the Charge."
Payments of interest and principal on the notes will come only from the
housing loans and other assets of the trust. The assets of the parties to the
transaction are not available to meet the payments of interest and principal on
the notes. If there are losses on the housing loans, the trust may not have
sufficient assets to repay the notes.
Credit Enhancements
Payments of interest and principal on the Class A-1 notes will be
supported by the following forms of credit enhancement:
12
<PAGE>
Subordination and Allocation of Losses
The Class B notes will always be subordinated to the Class A-1 and A-2
notes in their right to receive interest payments. Prior to the occurrence of
an event of default and enforcement of the charge under the security trust
deed, the Class B notes will be subordinated to the Class A-1 and A-2 notes in
their right to receive principal payments only in the circumstances and to the
extent described in "Description of the Class A-1 Notes--Allocation of
Principal to Class A Notes and Class B Notes." Following the occurrence of an
event of default and enforcement of the charge under the security trust deed,
the Class B notes will be fully subordinated to the Class A-1 and A-2 notes in
their right to receive principal payments.
The Class B notes will bear all losses on the housing loans before the
Class A-1 and A-2 notes. Any losses allocated to the Class A notes will be
allocated rateably between the Class A-1 and A-2 notes as described in
"Description of the Class A-1 Notes--Principal Charge-Offs." The support
provided by the Class B notes is intended to enhance the likelihood that the
Class A-1 and A-2 notes will receive expected quarterly payments of interest
and principal. The following chart describes the initial support provided by
the Class B notes:
<TABLE>
<CAPTION>
Initial
Credit Support
Classes Support Percentage
- ------- -------------- ----------
<S> <C> <C>
A-1 and A-2.......................................... Class B notes 0.85%
</TABLE>
The initial support percentage in the preceding table is the initial
balance of the Class B notes, as a percentage of the aggregate invested amount
of the notes to be issued on the closing date.
In certain circumstances, the issuer trustee may issue redraw bonds as
described in "Description of the Class A-1 Notes--Redraws and Further
Advances--Issue of Redraw Bonds." If issued, redraw bonds will, prior to the
occurrence of an event of default and enforcement of the charge under the
security trust deed, rank equally with the Class A-1 and A-2 notes in their
right to receive interest payments and will rank in priority to the Class A-1
and A-2 notes in their right to receive principal payments. Any losses
allocated to the Class A notes and redraw bonds will be allocated rateably
between the Class A-1 and A-2 notes and the redraw bonds. Following the
occurrence of an event of default and enforcement of the charge under the
security trust deed, redraw bonds will rank equally with the Class A-1 and A-2
notes in their right to receive both interest and principal payments.
Mortgage Insurance Policies
Mortgage insurance policies issued by or transferred to Housing Loans
Insurance Corporation Pty Limited and the Commonwealth of Australia will
provide full coverage for all principal due on certain of the housing loans
which are generally those which had a loan to value ratio greater than 80% at
the time of origination.
A master mortgage insurance policy issued by GE Capital Mortgage
Insurance Corporation (Australia) Pty Limited will provide full coverage for
all principal due on the balance of the housing loans.
Seller Deposit
If Commonwealth Bank is assigned a short-term deposit credit rating by
Moody's of less than P1 or is assigned a
13
<PAGE>
long term deposit credit rating by Standard & Poor's or Fitch IBCA of less than
BBB, or in each case, a lesser rating as agreed between the manager, the issuer
trustee, Commonwealth Bank and the relevant rating agency, it must deposit an
amount in an account, which may be the collections account, on account of set-
off risk determined with reference to, and which may be less than, the balances
of certain deposit accounts held by borrowers with Commonwealth Bank. The
amount of the seller deposit may be reset on each determination date and
adjusted on the following distribution date and will be reduced to zero if the
seller regains the required credit ratings. The issuer trustee may use the
seller deposit to meet liabilities of the seller in relation to amounts set-off
against the amount due on a housing loan which have not been met within 20
business days of notice from the issuer trustee or the manager.
As an alternative to making the seller deposit, Commonwealth Bank may
implement other arrangements agreed with the rating agencies so that credit
ratings of the notes by those rating agencies will not be adversely affected.
Excess Interest Collections
Any interest collections on the housing loans remaining after payments of
interest on the notes and the redraw bonds and the trust's expenses will be
available to cover any losses on the housing loans that are not covered by the
mortgage insurance policies.
Liquidity Enhancement
To cover possible liquidity shortfalls in the payments of interest on the
notes and redraw bonds, the issuer trustee will, in certain circumstances, be
able to borrow funds under a liquidity facility to be provided by Commonwealth
Bank.
Redraws and Further Advances
Under the terms of each variable rate housing loan, a borrower may,
subject to certain conditions, redraw previously prepaid principal. A borrower
may redraw an amount equal to the difference between the scheduled principal
balance, being its principal balance if no amount had been prepaid, of his or
her loan and the current principal balance of the loan. Commonwealth Bank may
also agree to make further advances to a borrower in excess of the scheduled
principal balance of his or her loan. Commonwealth Bank will be reimbursed for
any redraws, and for any further advances which exceed the scheduled principal
balance of a housing loan by no more than one scheduled monthly instalment on
the housing loan, that it advances to borrowers from principal collections on
the housing loans. Thus, the trust will have less funds available to pay
principal to the notes on the next distribution date, but will have a
corresponding greater amount of assets with which to make future payments. See
"Commonwealth Bank Residential Loan Program," "Description of The Class A-1
Notes--Redraws and Further Advances" and "Description of the Transaction
Documents--The Standby Redraw Facility."
Hedging Arrangements
To hedge its interest rate and currency exposures, the issuer trustee
will enter into the following hedge arrangements:
. a basis swap to hedge the basis risk between the interest rate on the
housing loans which accrue interest at a discretionary variable rate of
interest and the floating rate obligations of the trust, including the
issuer trustee's
14
<PAGE>
payment obligations under the currency swaps;
. a fixed rate swap to hedge the basis risk between the interest rate on the
housing loans which accrue interest at a fixed rate of interest and the
floating rate obligations of the trust, including the issuer trustee's
payment obligations under the currency swaps; and
. two currency swaps to hedge the currency risk and the basis risk between
the collections on the housing loans and the amounts received by the issuer
trustee under the basis swap and the fixed rate swap, which are denominated
in Australian dollars and, in the case of the basis swap and fixed rate
swap, calculated by reference to the Australian bank bill rate, and the
obligation of the trust to pay interest and principal on the Class A-1
notes, which are denominated in U.S. dollars and, in the case of interest,
calculated by reference to LIBOR.
Optional Redemption
The issuer trustee will, if the manager directs it to do so, redeem all
of the notes and redraw bonds on any distribution date falling on or after the
earlier of the distribution date falling in July, 2007 or the date when the
current total outstanding principal balance of the housing loans is less than
10% of the total outstanding principal balance of the housing loans on March ,
2000. If the issuer trustee redeems the Class A-1 notes, the Class A-1
noteholders will receive a payment equal to the outstanding principal balance
of the Class A-1 notes plus accrued interest on the outstanding principal
balance of the Class A-1 notes, unless noteholders and redraw bondholders
owning 75% of the aggregate outstanding principal balance of the notes and
redraw bonds consent to receiving the outstanding principal balance of the
notes and redraw bonds, as reduced by losses allocated against the notes and
redraw bonds, plus accrued interest on the outstanding principal balance of the
notes and redraw bonds. If the issuer trustee, at the direction of the manager,
proposes to exercise its option to redeem the notes and redraw bonds on a
distribution date during or after July, 2007 at the lesser amount as described
above but is unable to do so because noteholders and redraw bondholders owning
75% of the aggregate outstanding principal balance of the notes and redraw
bonds have not approved the redemption, then the margin on the Class A-1 notes
as from that distribution date will remain at, or revert to, the margin as at
the closing date.
15
<PAGE>
The Housing Loan Pool
The housing loan pool will consist of fixed rate and variable rate
residential housing loans secured by mortgages on owner occupied and non-owner
occupied one-to-four family residential properties. The housing loans will have
terms to stated maturity as of the cut-off date of no more than 30 years.
Commonwealth Bank expects the pool of housing loans to have characteristics
similar to the following:
Selected Housing Loan Pool Data as of the
Close of Business on February 23, 2000
<TABLE>
<S> <C>
Number of Housing Loans..................................................16,891
Housing Loan Pool Size..........................................A$1,783,124,507
Average Housing Loan Balance..........................................A$105,567
Maximum Housing Loan Balance..........................................A$637,263
Minimum Housing Loan Balance...........................................A$10,505
Total Valuation of the Properties...............................A$2,785,762,472
Maximum Remaining Term to Maturity in months................................356
Weighted Average Remaining Term to Maturity in months.......................289
Weighted Average Seasoning in months.........................................16
Weighted Average Original Loan-to-Value Ratio............................76.56%
Weighted Average Current Loan-to-Value Ratio.............................71.47%
Maximum Current Loan-to-Value Ratio.........................................95%
</TABLE>
The original loan-to-value ratio of a housing loan is calculated by
comparing the initial principal amount of the housing loan to the most recent
valuation of the property that is currently securing the housing loan. Thus, if
collateral has been released from the mortgage securing a housing loan or if
the property securing the housing loan has reduced in value, the original loan-
to-value ratio at the cut-off date may not reflect the loan-to-value ratio at
the origination of that housing loan.
Before the issuance of the notes, housing loans may be added to or
removed from the housing loan pool. This addition or removal of housing loans
may result in changes in the housing loan pool characteristics shown in the
preceding table and could affect the weighted average lives and yields of the
notes. The seller will not add or remove any housing loans prior to the closing
date if this would result in a change of more than 5% in any of the
characteristics of the pool of housing loans described in this prospectus,
unless a revised prospectus is delivered to prospective investors.
The seller has selected the housing loans from its pool of eligible loans
based on its selection criteria.
16
<PAGE>
Withholding Tax
Payments of principal and interest on the Class A-1 notes will be reduced
by any applicable withholding taxes. The issuer trustee is not obligated to pay
any additional amounts to the Class A-1 noteholders to cover any withholding
taxes. Under present law, the Class A-1 notes will not be subject to Australian
withholding tax if they are issued in accordance with certain prescribed
conditions and they are not held by associates of the issuer trustee or
Commonwealth Bank. The issuer trustee will seek to issue the Class A-1 notes in
a manner which will satisfy the conditions for an exemption from Australian
withholding tax. One of these conditions is that the issuer trustee must not
know or have reasonable grounds to suspect that a Class A-1 note, or an
interest in a Class A-1 note, was being, or would later be, acquired directly
or indirectly by associates of the issuer trustee or Commonwealth Bank.
Accordingly, persons who are associates of the issuer trustee or the
Commonwealth Bank, for the purposes of the Australian Income Tax Assessment Act
1936, should not acquire Class A-1 notes. See "Australian Tax Matters."
If, by virtue of a change in law:
. the issuer trustee will be required to withhold or deduct amounts
from payment of principal or interest to any class of noteholders or
redraw bondholders due to taxes, duties, assessments or governmental
charges; or
. if the issuer trustee ceases to receive the total amount of interest
payable by borrowers on the housing loans due to taxes, duties,
assessments or other governmental charges,
the manager may, at its sole option, direct the issuer trustee to redeem all of
the notes and redraw bonds. If the issuer trustee redeems the Class A-1 notes,
the Class A-1 noteholders will receive a payment equal to the outstanding
principal balance of the Class A-1 notes plus accrued interest on the
outstanding principal balance of the Class A-1 notes, unless noteholders and
redraw bondholders owning 75% of the aggregate outstanding principal balance of
the notes and redraw bonds consent to receiving the outstanding principal
balance of the notes and redraw bonds, as reduced by losses allocated against
the notes and redraw bonds, plus accrued interest on the outstanding principal
balance of the notes and redraw bonds. However, if the withholding or deduction
relates only to the Class A-1 notes, Class A-1 noteholders owning 75% of the
aggregate outstanding principal balance of the Class A-1 notes may direct the
issuer trustee not to redeem the notes and redraw bonds. See "Description of
the Class A-1 Notes--Redemption of the Notes for Taxation or Other Reasons."
U.S. Tax Status
In the opinion of Mayer, Brown & Platt, special tax counsel for the
manager, the Class A-1 notes will be characterized as debt for U.S. federal
income tax purposes. Each Class A-1 noteholder, by acceptance of a Class A-1
note, agrees to treat the notes as indebtedness. See "United States Federal
Income Tax Matters."
Legal Investment
The Class A-1 notes will not constitute "mortgage-related securities" for
the purposes of the Secondary Mortgage Market Enhancement Act of 1984. No
representation is made as to whether the
17
<PAGE>
notes constitute legal investments under any applicable statute, law, rule,
regulation or order for any entity whose investment activities are subject to
investment laws and regulations or to review by regulatory authorities. You are
urged to consult your own legal advisors concerning the status of the Class A-1
notes as legal investments for you. See "Legal Investment Considerations" on
page 161.
ERISA Considerations
In general, the Class A-1 notes will be eligible for purchase by
retirement plans subject to the Employee Retirement Income Security Act.
Investors should consult their counsel with respect to the consequences under
the Employee Retirement Income Security Act and the Internal Revenue Code of
the plan's acquisition and ownership of the certificates.
Book-Entry Registration
The Class A-1 notes will be initially issued in book-entry form only.
Persons acquiring beneficial ownership of interests in the Class A-1 notes will
hold their interests through the Depository Trust Company in the United States
or Clearstream, Luxembourg or Euroclear outside of the United States. Transfers
within the Depository Trust Company, Clearstream, Luxembourg or Euroclear will
be in accordance with the usual rules and operating procedures of the relevant
system. Crossmarket transfers between persons holding directly or indirectly
through the Depository Trust Company, on the one hand, and persons holding
directly or indirectly through Clearstream, Luxembourg or Euroclear, on the
other hand, will take place in the Depository Trust Company through the
relevant depositories of Clearstream, Luxembourg or Euroclear.
Collections
The issuer trustee will receive for each collection period amounts, which
are known as collections, which include:
. payments of interest, principal, fees and other amounts under the
housing loans, excluding any insurance premiums and related charges
payable to Commonwealth Bank;
. proceeds from the enforcement of the housing loans and mortgages and
other securities relating to those housing loans;
. amounts received under mortgage insurance policies;
. amounts received from the seller or servicer for breaches of
representations or undertakings; and
. interest on amounts in the collections account, other than certain
excluded amounts, and income received on authorized short-term
investments of the trust.
Collections will be allocated between income and principal. Collections
attributable to interest, plus some other amounts, are known as the available
income amount. The collections attributable to principal, plus some other
amounts, are known as the available principal amount.
The available income amount is used to pay certain fees and expenses of
the trust and interest on the notes and redraw bonds. The available principal
amount is used to pay, among other things, principal on the notes and redraw
bonds. If there is an excess of available income amount after payment of such
fees, expenses and interest on the notes and redraw bonds, the excess income
will be used to reimburse any principal charge-offs on the notes, the
18
<PAGE>
redraw bonds and the standby redraw facility. Any remaining excess will be
distributed to the residual unitholder.
Interest on the Notes and Redraw Bonds
Interest on the notes and redraw bonds is payable quarterly in arrears on
each distribution date. The amount available to pay interest on the notes and
redraw bonds will be paid rateably between: the currency swap provider which in
turn will pay interest on the Class A-1 notes; the Class A-2 notes; and the
redraw bonds. Interest will be paid on the Class B notes only after the
payments of interest on the Class A-1 and Class A-2 notes and the redraw bonds
are made. Interest on each class of notes and the redraw bonds is calculated
for each accrual period as follows:
. at the note's or redraw bond's interest rate;
. on the outstanding principal balance of that note or redraw bond at
the beginning of that accrual period; and
. on the basis of the actual number of days in that accrual period and
a year of 360 days for the Class A-1 notes or a year of 365 days for
the Class A-2 notes, the Class B notes and the redraw bonds.
Principal on the Notes and Redraw Bonds
Principal on the notes and redraw bonds will be payable on each
distribution date. The amount available to be paid in respect of principal on
the notes and redraw bonds will be paid first to redraw bondholders with
priority given to redraw bonds with earlier issue dates until the outstanding
principal balance of the redraw bonds, as reduced by losses allocated against
the redraw bonds, is reduced to zero. After payments in respect of the redraw
bonds, the available principal up to a specified maximum amount will be paid
rateably to the currency swap provider, which in turn will pay principal on the
Class A-1 notes, and to the Class A-2 noteholders in respect of principal on
the Class A-2 notes until the outstanding principal balance of the Class A-1
notes and Class A-2 notes respectively, as reduced by losses allocated against
the Class A-1 and A-2 notes, is reduced to zero. The specified maximum amount
will vary in accordance with the stepdown conditions, with the result that, in
some circumstances, and to a limited extent, the Class B notes will receive
principal rateably with the Class A notes. The balance of the available
principal will be paid to Class B noteholders in respect of principal on the
Class B notes until the outstanding principal balance of the Class B notes, as
reduced by losses allocated against the Class B notes, is reduced to zero. On
each distribution date, the outstanding principal balance of each note and
redraw bond will be reduced by the amount of the principal payment made on that
date on that note or redraw bond. The outstanding principal balance of each
note and redraw bond will also be reduced by the amount of principal losses on
the housing loans allocated to that note or redraw bond. If the security trust
deed is enforced after an event of default, the proceeds from the enforcement
will be distributed rateably among all of the Class A notes and redraw bonds
and prior to any distributions to the Class B notes.
Allocation of Cash Flows
On each distribution date, the issuer trustee will pay interest and repay
principal to each noteholder and redraw bondholder to the extent of the
available income amount and available principal amount on that distribution
date available to be applied for these purposes. The charts on the next two
pages summarize the flow of payments.
19
<PAGE>
Determination of Available Income Amount on
a Distribution Date
Finance Charge Collections
Amounts received by the issuer trustee during the preceding
collection period under the housing loans in respect of
interest, fees and certain other charges.
+
Mortgage Insurance Interest Proceeds
Amounts received pursuant to a mortgage insurance policy
which the manager determines should be accounted for on the
preceding determination date in respect of a finance charge
loss.
+
Other Income
Certain other amounts received by the issuer trustee during
the preceding collection period and certain other receipts in
the nature of income (as determined by the manager) received
by the preceding determination date.
+
Liquidity Facility Advance
Any advance to be made under the liquidity facility on the
distribution date.
+
Other Amounts under Support Facilities
Other amounts received from a Support Facility provider which
the manager determines should be included in the available
income amount.
=
Available Income Amount
20
<PAGE>
Distribution of Available Income Amount on
a Distribution Date
On the first distribution date, pay the Accrued Interest
Adjustment to Commonwealth Bank.
(down arrow)
Pay or make provision for taxes of the trust, if any.
(down arrow)
Pay to the issuer trustee its quarterly fee.
(down arrow)
Pay to the security trustee its quarterly fee (if any).
(down arrow)
Pay to the manager its quarterly fee.
(down arrow)
Pay to the servicer its quarterly fee.
(down arrow)
Pay to the liquidity facility provider the quarterly
commitment fee in relation to the liquidity facility.
(down arrow)
Pay rateably to the Support Facility providers amounts due
under Support Facilities except those described above or
below. These may include interest due on the liquidity
facility and payments due under the basis swap and fixed rate
swap.
(down arrow)
Pay or make provision for all expenses of the trust except
those described above or below.
(down arrow)
Pay to the standby redraw facility provider the quarterly
commitment fee in relation to the standby redraw facility.
(down arrow)
Repay to the liquidity facility provider outstanding advances
under the liquidity facility made on prior distribution
dates.
(down arrow)
Pay rateably to:
. the currency swap provider payment under the currency swap
relating to interest due on the Class A-1 notes;
. the Class A-2 noteholders interest due on the Class A-2
notes;
. the redraw bondholders interest due on the redraw bonds.
. the standby redraw facility provider interest due on the
standby redraw facility; and
(down arrow)
Pay to Class B noteholders interest due on the Class B notes.
(down arrow)
Allocate the amount of any unreimbursed principal charge-offs
to the Available Principal Amount for distribution.
(down arrow)
Distribute any remaining amounts to the residual unitholder.
21
<PAGE>
Determination of Available Principal Amount on
a Distribution Date
Principal Collections
Amounts received by the issuer trustee during the preceding
collection period under the housing loans in respect of
principal other than as described below.
+
Mortgage Insurance Principal Proceeds
Amounts received pursuant to a mortgage insurance policy
which the manager determines should be accounted for on the
preceding determination date in respect of a principal loss.
+
Other Principal Amount
Prepayments of principal on the housing loans, amounts
rounded down from the preceding distribution date, certain
other amounts received by the issuer trustee during the
preceding collection period, certain other receipts in the
nature of principal, as determined by the manager, received
by the preceding determination date and, for the first
distribution date, the amount, if any, by which the proceeds
of issue of the notes exceeds the consideration for the
housing loans acquired by the trust.
+
Principal Charge-off Reimbursement
The amount allocated from the Available Income Amount on that
distribution date towards unreimbursed principal charge-offs.
+
Redraw Bond Amount
The proceeds of issue of any redraw bonds during the period
ending on and including the preceding determination date and
commencing on but excluding the determination date before
that.
+
Standby Redraw Facility Advance
Any advance to be made under the standby redraw facility on
the distribution date.
=
Available Principal Amount
22
<PAGE>
Distribution of Available Principal Amount on
a Distribution Date
Redraws and Further Advances
Repay to the seller any redraws and further advances under
the housing loans, other than further advances which cause
the related housing loan to be removed from the trust, made
by the seller during or prior to the preceding collection
period.
(down arrow)
Standby Redraw Facility Principal
Repay to the standby redraw facility provider the principal
outstanding under the standby redraw facility as reduced by
principal charge-offs or increased by reimbursement of
principal charge-offs.
(down arrow)
Redraw Bonds
Repay to the redraw bondholders the Stated Amount of the
redraw bonds.
(down arrow)
Class A Noteholders
Pay an amount equal to or greater than the Class A notes
proportional share of the remaining Available Principal
Amount on that distribution date rateably to:
. the currency swap provider in relation to a repayment to
the Class A-1 noteholders of the Stated Amount of the
Class A-1 notes; and
. the Class A-2 noteholders as a repayment of the Stated
Amount of the Class A-2 notes.
(down arrow)
Class B Noteholders
Repay to the Class B noteholders the Stated Amount of the
Class B notes.
(down arrow)
Residual Unitholder
Distribute any remaining amounts to the residual unitholder.
23
<PAGE>
Risk Factors
The Class A-1 notes are complex securities issued by a foreign entity and
secured by property located in a foreign jurisdiction. You should consider the
following risk factors in deciding whether to purchase the Class A-1 notes.
There may be other unforeseen reasons why you might not receive principal or
interest on your Class A-1 notes. You should also read the detailed information
set out elsewhere in the prospectus.
<TABLE>
<C> <S>
The Class A-1 notes will be paid . The Class A-1 notes are debt
only from the assets of the trust obligations of the issuer trustee only
in its capacity as trustee of the
trust. The Class A-1 notes do not
represent an interest in or obligation
of any of the other parties to the
transaction. The assets of the trust
will be the sole source of payments on
the Class A-1 notes. The issuer
trustee's other assets will only be
available to make payments on the
Class A-1 notes if the issuer trustee
is negligent, commits fraud or in some
circumstances where the issuer trustee
fails to comply with or breaches an
obligation imposed upon it under the
documents. Therefore, if the assets of
the trust are insufficient to pay the
interest and principal on your Class
A-1 notes when due, there will be no
other source from which to receive
these payments and you may not get
back your entire investment or the
yield you expected to receive.
You face an additional possibility . Although Commonwealth Bank could have
of loss because the issuer trustee legally assigned the title to the
does not hold legal title to the housing loans to the issuer trustee,
housing loans initially it will assign only
equitable title to the housing loans
to the issuer trustee. The borrowers
will not be notified of the equitable
assignment. The housing loans will be
legally assigned to the issuer trustee
only upon the occurrence of a
perfection of title event, as
described in "Description of the
Assets of the Trust--Transfer and
Assignment of the Housing Loans."
Because the issuer trustee does not
hold legal title to the housing loans,
you will be subject to the following
risks, which may lead to a failure to
receive collections on the housing
loans, delays in receiving the
collections or losses to you:
</TABLE>
24
<PAGE>
<TABLE>
<C> <S>
. The issuer trustee's interest in a
housing loan and its related
securities may be impaired by the
subsequent creation of another
interest over the related housing loan
or its related securities by the
seller prior to the issuer trustee
acquiring a legal interest in the
housing loans.
. Until a borrower has notice of the
assignment, that borrower is not bound
to make payments under its housing
loan to anyone other than the seller.
Until a borrower receives notice of
the assignment, any payments the
borrower makes under his or her
housing loan to the seller will
validly discharge the borrower's
obligations under the borrower's
housing loan even if the issuer
trustee does not receive the payments
from the seller. Therefore, if the
seller does not deliver collections to
the issuer trustee, for whatever
reason, neither the issuer trustee nor
you will have any recourse against the
related borrowers for such
collections.
. The issuer trustee may not be able to
initiate any legal proceedings against
a borrower to enforce a housing loan
without the involvement of the seller.
A borrower's ability to offset may . It is likely that in the event of the
affect the return on your Class A-1 insolvency of Commonwealth Bank,
notes borrowers may be able to offset their
deposits with Commonwealth Bank
against their liability under their
housing loans. If this occurred, the
assets of the trust might be
insufficient to pay you principal and
interest in full.
The seller and servicer may . Before the seller or the servicer
commingle collections on the housing remits collections to the collections
loans with their assets account, the collections may be
commingled with the assets of the
seller or servicer. If the seller or
the servicer becomes insolvent, the
issuer trustee may only be able to
claim those collections as an
unsecured creditor of the insolvent
company. This could lead to a failure
to receive the collections on the
housing loans, delays in receiving the
collections, or losses to you.
</TABLE>
25
<PAGE>
<TABLE>
<C> <S>
There is no way to predict the . The rate of principal and interest
actual rate and timing of payments payments on pools of housing loans
on the housing loans varies among pools, and is influenced
by a variety of economic,
demographic, social, tax, legal and
other factors, including prevailing
market interest rates for housing
loans and the particular terms of the
housing loans. Australian housing
loans have features and options that
are different from housing loans in
the United States and Europe, and thus
will have different rates and timing
of payments from housing loans in the
United States and Europe. There is no
guarantee as to the actual rate of
prepayment on the housing loans, or
that the actual rate of prepayments
will conform to any model described in
this prospectus. The rate and timing
of principal and interest payments and
the ability to redraw principal on the
housing loans will affect the rate and
timing of payments of principal and
interest on your Class A-1 notes.
Unexpected prepayment rates could have
the following negative effects:
. If you bought your Class A-1 notes for
more than their face amount, the yield
on your Class A-1 notes will drop if
principal payments occur at a faster
rate than you expect.
. If you bought your Class A-1 notes for
less than their face amount, the yield
on your Class A-1 notes will drop if
principal payments occur at a slower
rate than you expect.
Losses and delinquent payments on . If borrowers fail to make payments of
the housing loans may affect the interest and principal under the
return on your Class A-1 notes housing loans when due and the credit
enhancement described in this
prospectus is not enough to protect
your Class
A-1 notes from the borrowers' failure
to pay, then the issuer trustee may
not have enough funds to make full
payments of interest and principal due
on your Class A-1 notes. Consequently,
the yield on your Class A-1 notes
could be lower than you expect and you
could suffer losses.
</TABLE>
26
<PAGE>
<TABLE>
<C> <S>
Enforcement of the housing loans may . Substantial delays could be
cause delays in payment and losses encountered in connection with the
liquidation of a housing loan, which
may lead to shortfalls in payments to
you to the extent those shortfalls are
not covered by a mortgage insurance
policy.
. If the proceeds of the sale of a
mortgaged property, net of
preservation and liquidation expenses,
are less than the amount due under the
related housing loan, the issuer
trustee may not have enough funds to
make full payments of interest and
principal due to you, unless the
difference is covered under a mortgage
insurance policy.
Principal on the redraw bonds will . If redraw bonds are issued they will
be paid before principal on your rank ahead of your Class A-1 notes
Class A-1 notes with respect to payment of principal
prior to enforcement of the charge
under the security trust deed, and you
may not receive full repayment of
principal on your Class A-1 notes.
The Class B notes provide only . The amount of credit enhancement
limited protection against losses provided through the subordination of
the Class B notes to the Class A notes
and redraw bonds is limited and could
be depleted prior to the payment in
full of the Class A notes and redraw
bonds. If the principal amount of the
Class B notes is reduced to zero, you
may suffer losses on your Class A-1
notes.
The mortgage insurance policies may . The mortgage insurance policies are
not be available to cover losses on subject to some exclusions from
the housing loans coverage and rights of refusal or
reduction of claims, some of which are
described in "The Mortgage Insurance
Policies." Therefore, a borrower's
payments that are expected to be
covered by the mortgage insurance
policies may not be covered because of
these exclusions, refusals or
reductions and the issuer trustee may
not have enough money to make full
payments of principal and interest on
your Class A-1 notes.
You may not be able to resell your . The underwriters are not required to
Class A-1 notes assist you in reselling your Class A-1
notes. A secondary market for your
Class A-1 notes may not develop.
</TABLE>
27
<PAGE>
<TABLE>
<C> <S>
If a secondary market does develop,
it might not continue or might not
be sufficiently liquid to allow you
to resell any of your Class A-1
notes readily or at the price you
desire. The market value of your
Class A-1 notes is likely to
fluctuate, which could result in
significant losses to you.
The termination of any of the swaps . The issuer trustee will exchange
may subject you to losses from the interest payments from the
interest rate or currency fixed rate housing loans for
fluctuations variable rate payments based upon
the three-month Australian bank
bill rate. If the fixed rate swap
is terminated or the fixed rate
swap provider fails to perform its
obligations, you will be exposed to
the risk that the floating rate of
interest payable on the Class A-1
notes will be greater than the
discretionary fixed rate set by the
servicer on the fixed rate housing
loans, which may lead to losses to
you.
. The issuer trustee will exchange
the interest payments from the
variable rate housing loans for
variable rate payments based upon
the three-month Australian bank
bill rate. If the basis swap is
terminated, the manager will direct
the servicer to, subject to
applicable laws, set the rates at
which interest set-off benefits are
calculated under the mortgage
interest saver accounts at a rate
low enough to cover the payments
owed by the trust or to zero, and
if that does not produce sufficient
income, to set the interest rate on
the variable rate housing loans at
a rate high enough to cover the
payments owed by the trust. If the
rates on the variable rate housing
loans are set above the market
interest rate for similar variable
rate housing loans, the affected
borrowers will have an incentive to
refinance their loans with another
institution, which may lead to
higher rates of principal
prepayment than you initially
expected, which will affect the
yield on your Class A-1 notes.
. The issuer trustee will receive
payments from the borrowers and the
fixed rate and basis swap providers
on the housing loans in Australian
dollars calculated, in the case of
the swap
</TABLE>
28
<PAGE>
<TABLE>
<C> <S>
providers, by reference to the
Australian bank bill rate, and
make payments to you in U.S.
dollars calculated, in the case of
interest, by reference to LIBOR.
Under the currency swap, the
currency swap providers will
exchange Australian dollar
obligations for U.S. dollars, and
in the case of interest, amounts
calculated by reference to the
Australian bank bill rate for
amounts calculated by reference to
LIBOR. If a currency swap provider
fails to perform its obligations
or if a currency swap is
terminated, the issuer trustee
might have to exchange its
Australian dollars for U.S.
dollars and its Australian bank
bill rate obligations for LIBOR
obligations at a rate that does
not provide sufficient U.S.
dollars to make payments to you in
full.
Prepayments during a collection . If a prepayment is received on a
period may result in you not housing loan during a collection
receiving your full interest period, interest on the housing
payments loan will cease to accrue on that
portion of the housing loan that
has been prepaid, starting on the
date of prepayment. The amount
prepaid will be invested in
investments, or will be the
subject of interest payable by the
servicer commencing 5 business
days after receipt by the
servicer, that may earn a rate of
interest lower than that paid on
the housing loan. If it is less,
and either the basis swap or the
fixed rate swap has been
terminated, the issuer trustee may
not have sufficient funds to pay
you the full amount of interest
due to you on the next
distribution date.
Payment holidays may result in you . If a borrower prepays principal on
not receiving your full interest his or her housing loan, the
payments borrower is not required to make
any payments, including interest
payments, until the outstanding
principal balance of the housing
loan plus unpaid interest equals
the scheduled principal balance.
If a significant number of
borrowers take advantage of this
feature at the same time and the
liquidity facility does not
provide enough funds to cover the
interest payments on the housing
loans that are not received, the
issuer trustee may not have
sufficient funds to pay you the
full amount of interest on the
Class A-1 notes on the next
distribution date.
</TABLE>
29
<PAGE>
<TABLE>
<C> <S>
The proceeds from the enforcement . If the security trustee enforces the
of the security trust deed may be security interest on the assets of the
insufficient to pay amounts due trust after an event of default under
to you the security trust deed, there is no
assurance that the market value of the
assets of the trust will be equal to or
greater than the outstanding principal
and interest due on the Class A-1 notes
and the other secured obligations that
rank ahead of or equally with the Class
A-1 notes, or that the security trustee
will be able to realize the full value
of the assets of the trust. The issuer
trustee, the security trustee, the Class
A-1 note trustee, the principal paying
agent and any receiver, to the extent
they are owed any fees, the liquidity
facility provider to the extent of any
outstanding cash advance deposit and the
seller to the extent of any unpaid
accrued interest adjustment will
generally be entitled to receive the
proceeds of any sale of the assets of
the trust before you. Consequently, the
proceeds from the sale of the assets of
the trust after an event of default
under the security trust deed may be
insufficient to pay you principal and
interest in full.
If the manager directs the issuer . If the manager directs the issuer
trustee to redeem the Class A-1 trustee to redeem the notes and redraw
notes early, you could suffer bonds early as described in "Description
losses and the yield on your of the Class A-1 Notes--Optional
Class A-1 notes could be lower Redemption of the Notes" and principal
than expected charge-offs have occurred, noteholders
and redraw bondholders owning at least
75% of the aggregate outstanding amount
of the notes and redraw bonds may
consent to receiving an amount equal to
the outstanding principal amount of the
notes and redraw bonds, less
unreimbursed principal charge-offs, plus
accrued interest. As a result, you may
not fully recover your investment. In
addition, the early retirement of your
Class A-1 notes will shorten their
average lives and potentially lower the
yield on your Class A-1 notes.
Termination payments relating to . If the issuer trustee is required to
a currency swap and the fixed make a termination payment to a currency
rate swap may reduce payments to swap provider or the fixed rate swap
you provider upon the termination of a
currency swap or the fixed rate swap,
respectively, the issuer trustee will
make the termination payment from the
assets of the trust and, prior to
enforcement of the security trust deed,
in priority to payments on
</TABLE>
30
<PAGE>
<TABLE>
<C> <S>
the Class A-1 notes. Thus, if the
issuer trustee makes a termination
payment, there may not be sufficient
funds remaining to pay interest on
your Class A-1 notes on the next
distribution date, and the principal
on your Class A-1 notes may not be
repaid in full.
The imposition of a withholding tax . If a withholding tax is imposed on
will reduce payments to you and may payments of interest on your Class A-1
lead to an early redemption of the notes, you will not be entitled to
Class A-1 notes receive grossed-up amounts to
compensate for such withholding tax.
Thus, you will receive less interest
than is scheduled to be paid on your
Class A-1 notes.
. If the option to redeem the notes and
redraw bonds early, as a result of the
imposition of a withholding or other
tax on any notes or redraw bonds or in
respect of the housing loans, is
exercised and principal charge-offs
have occurred, noteholders and redraw
bondholders owning at least 75% of the
aggregate outstanding amount of the
notes and redraw bonds may consent to
receiving an amount equal to the
outstanding principal amount of the
notes and redraw bonds, less
unreimbursed principal charge-offs,
plus accrued interest. As a result,
you may not fully recover your
investment. In addition, the early
retirement of your Class A-1 notes
will shorten their average lives and
potentially lower the yield on your
Class A-1 notes.
Commonwealth Bank's ability to set . The interest rates on the variable
the interest rate on variable rate rate housing loans are not tied to an
housing loans may lead to increased objective interest rate index, but are
delinquencies or prepayments set at the sole discretion of
Commonwealth Bank. If Commonwealth
Bank increases the interest rates on
the variable rate housing loans,
borrowers may be unable to make their
required payments under the housing
loans, and accordingly, may become
delinquent or may default on their
payments. In addition, if the interest
rates are raised above market interest
rates, borrowers may refinance their
loans with another lender to obtain a
lower interest rate.
This could cause higher rates of
principal prepayment than you expected
and affect the yield on your Class A-1
notes.
</TABLE>
31
<PAGE>
<TABLE>
<C> <S>
The features of the housing loans . The features of the housing loans,
may change, which could affect including their interest rates, may be
the timing and amount of payments changed by Commonwealth Bank, either
to you on its own initiative or at a
borrower's request. Some of these
changes may include the addition of
newly developed features which are not
described in this prospectus. As a
result of these changes and borrower's
payments
of principal, the concentration of
housing loans with specific
characteristics is likely to change
over time, which may affect the timing
and amount of payments you receive.
. If Commonwealth Bank changes the
features of the housing loans or fails
to offer desirable features offered by
its competitors, borrowers might elect
to refinance their loan with another
lender to obtain more favorable
features. In addition, the housing
loans included in the trust are not
permitted to have some features. If a
borrower opts to add one of these
features to his or her housing loan,
in effect the housing loan will be
repaid and a new housing loan will be
written which will not form part of
the assets of the trust. The
refinancing or removal of housing
loans could cause you to experience
higher rates of principal prepayment
than you expected, which could affect
the yield on your Class A-1 notes.
There are limits on the amount of . If the interest collections during a
available liquidity to ensure collection period are insufficient to
payments of interest to you cover fees and expenses of the trust
and the interest payments due on the
Class A-1 notes on the next
distribution date, the issuer trustee
will request an advance under the
liquidity facility. In the event that
there is not enough money available
under the liquidity facility, you may
not receive a full payment of interest
on that distribution date, which will
reduce the yield on your Class A-1
notes.
A decline in Australian economic . The Australian economy has been
conditions may lead to losses on experiencing a prolonged period of
your Class A-1 notes expansion with relatively low and
stable interest rates and steadily
increasing property values. If the
Australian economy were to experience
a downturn, an increase in interest
rates, a fall in property values or
any combination of these
</TABLE>
32
<PAGE>
<TABLE>
<C> <S>
factors, delinquencies or losses on
the housing loans might increase,
which might cause losses on your
Class A-1 notes.
Consumer protection laws may . Some of the borrowers may attempt to
affect the timing or amount of make a claim to a court requesting
interest or principal payments to changes in the terms and conditions
you of their housing loans or
compensation or penalties from the
seller for breaches of any
legislation relating to consumer
credit. Any changes which allow the
borrower to pay less principal or
interest under his or her housing
loan may delay or decrease the amount
of payments to you.
. In addition, if the issuer trustee
obtains legal title to the housing
loans, the issuer trustee will be
subject to the penalties and
compensation provisions of the
applicable consumer protection laws
instead of the seller. To the extent
that the issuer trustee is unable to
recover any such liabilities under
the consumer protection laws from the
seller, the assets of the trust will
be used to indemnify the issuer
trustee prior to payments to you.
This may delay or decrease the amount
of collections available to make
payments to you.
The concentration of housing . To the extent that the trust contains
loans in specific geographic a high concentration of housing loans
areas may increase the secured by properties located within
possibility of loss on your a single state or region within
Class A-1 notes Australia, any deterioration in the
real estate values or the economy of
any of those states or regions could
result in higher rates of
delinquencies, foreclosures and
losses than expected on the housing
loans. In addition, these states or
regions may experience natural
disasters, which may not be fully
insured against and which may result
in property damage and losses on the
housing loans. These events may in
turn have a disproportionate impact
on funds available to the trust,
which could cause you to suffer
losses.
</TABLE>
33
<PAGE>
<TABLE>
<C> <S>
You will not receive physical . You will not receive physical notes,
notes representing your Class A-1 except in limited circumstances. This
notes, which can cause delays in could:
receiving
distributions and hamper your . cause you to experience delays in
ability to pledge or resell your receiving payments on the Class A-1
Class A-1 notes notes because the principal paying
agent will be sending distributions on
the Class A-1 notes to DTC instead of
directly to you;
. limit or prevent you from using your
Class A-1 notes as collateral; and
. hinder your ability to resell the Class
A-1 notes or reduce the price that you
receive for them.
Australian tax reform proposals . The Australian federal government
could affect the tax treatment of proposes to reform business taxation as
the trust part of its current tax reform
programme. There are several proposed
measures, including the taxation of
trusts like companies, that, if enacted
in their current form, could impact
upon the tax treatment of the trust.
For more details you should read the
section titled "Australian Tax
Matters--Tax Reform Proposals" below.
</TABLE>
34
<PAGE>
Capitalized Terms
The capitalized terms used in this prospectus, unless defined elsewhere
in this prospectus, have the meanings set forth in the Glossary starting on
page 169.
U.S. Dollar Presentation
In this prospectus, references to "U.S. dollars" and "US$" are references
to U.S. currency and references to "Australian dollars" and "A$" are references
to Australian currency. Unless otherwise stated in this prospectus, any
translations of Australian dollars into U.S. dollars have been made at a rate
of US$0.6196 = A$1.00, the noon buying rate in New York City for cable
transfers in Australian dollars as certified for customs purposes by the
Federal Reserve Bank of New York on February 23, 2000. Use of such rate is not
a representation that Australian dollar amounts actually represent such U.S.
dollar amounts or could be converted into U.S. dollars at that rate.
The following table sets out the history of the Australian dollar/US
dollar exchange rates for the five most recent years based on the noon buying
rate for cable transfers in Australian dollars as certified for customs
purposes by the Federal Reserve Bank of New York.
<TABLE>
<CAPTION>
Year ended 30 June
----------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(expressed in US dollars per A$1.00)
<S> <C> <C> <C> <C> <C> <C>
At Period End............................ 0.6611 0.6208 0.7550 0.7856 0.7108
Average Rate............................. 0.6273 0.6809 0.7814 0.7628 0.7412
High..................................... 0.6712 0.7537 0.8180 0.8026 0.7778
Low...................................... 0.5550 0.5867 0.7455 0.7100 0.7108
</TABLE>
The Issuer Trustee, Commonwealth Bank and the Manager
The Issuer Trustee
The issuer trustee was incorporated on September 28, 1886 as Perpetual
Trustee Company (Limited) under the Companies Statute of New South Wales as a
public company. The name of the issuer trustee was changed to Perpetual Trustee
Company Limited on December 14, 1971 and the issuer trustee now operates as a
limited liability public company under the Corporations Law of Australia. The
registered office of the issuer trustee is at Level 7, 39 Hunter Street,
Sydney.
The issuer trustee has 4,000,000 ordinary shares issued with a paid
amount of A$1.00 per share. The shares are held by Perpetual Trustees Australia
Limited. The issuer trustee has not agreed to issue any additional shares. As a
result of changes to the Australian Corporations Law, the issuer trustee no
longer has authorised share capital.
The principal activities of the issuer trustee are the provision of
trustee and other commercial services. The issuer trustee is an authorised
trustee corporation, and holds a securities dealers licence, under the
Corporations Law. The issuer trustee and its related companies provide a range
of services including custodial and administrative arrangements
35
<PAGE>
to the funds management, superannuation, property, infrastructure and capital
markets. The issuer trustee and its related companies are leading trustee
companies in Australia with in excess of A$100 billion under administration.
The directors of the issuer trustee are as follows:
<TABLE>
<CAPTION>
Business Principal
Name Address Activities
--------------------------------------------- ----------------- ----------
<S> <C> <C>
Michael Stefanovski.......................... 39 Hunter Street, Director
Sydney NSW 2000
Wayne Wilson................................. 39 Hunter Street, Director
Sydney NSW 2000
Phillip Vernon............................... 39 Hunter Street, Director
Sydney NSW 2000
Gai McGrath.................................. 39 Hunter Street, Director
Sydney NSW 2000
</TABLE>
Commonwealth Bank
Commonwealth Bank is described below in "The Currency Swap--Commonwealth
Bank."
The Manager
The manager, Securitisation Advisory Services Pty. Limited, is a wholly
owned subsidiary of Commonwealth Bank. Its principal business activity is the
management of securitization trusts established under Commonwealth Bank's
Medallion Programme and the management of other securitization programs
established by Commonwealth Bank or its customers. The manager's registered
office is Level 8, 48 Martin Place Sydney New South Wales, Australia.
Description of the Trust
Commonwealth Bank Securitisation Trust Programme
Commonwealth Bank established its Medallion Trust Programme pursuant to a
master trust deed for the purpose of enabling Perpetual Trustee Company
Limited, as trustee of each trust established pursuant to the Medallion Trust
Programme, to invest in pools of assets originated by or purchased from time to
time from Commonwealth Bank. The master trust deed provides for the creation of
an unlimited number of trusts. The master trust deed establishes the general
framework under which trusts may be established from time to time. The Series
2000-1G Medallion Trust is established by the master trust deed and the series
supplement. The Series 2000-1G Medallion Trust is separate and distinct from
any other trust established under the master trust deed. The assets of the
Series 2000-1G Medallion Trust are not available to meet the liabilities of any
other trust and the assets of any other trust are not available to meet the
liabilities of the Series 2000-1G Medallion Trust.
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<PAGE>
Series 2000-1G Medallion Trust
The detailed terms of the trust are set out in the master trust deed and
the series supplement.
The series supplement, which supplements the general framework under the
master trust deed with respect to the trust, does the following:
. specifies the details of the notes, other than for the Class A-1
notes which are contained in the Class A-1 note trust deed and the
Class A-1 note terms and conditions annexed to the Class A-1 notes;
. establishes the cash flow allocation;
. sets out the mechanism for the acquisition from Commonwealth Bank of
the pool of housing loans and contains various representations and
warranties by Commonwealth Bank in relation to the housing loans;
. contains Commonwealth Bank's appointment as initial servicer of the
housing loans and the various powers, discretions, rights,
obligations and protections of Commonwealth Bank in this role;
. specifies a number of ancillary matters associated with the operation
of the trust and the housing pool such as the arrangements regarding
the operation of the collections account, the custody of the title
documents in relation to the housing loans, the fees payable to the
issuer trustee, the manager and the servicer, the perfection of the
issuer trustee's title to the housing loans, the termination of the
trust and the limitation on the issuer trustee's liability; and
. amends the master trust deed to the extent necessary to give effect
to the specific aspects of the trust and the issue of the notes.
Other Trusts
In addition to the Series 2000-1G Medallion Trust, two other trusts are
established in relation to the issue of the Class A-1 notes as follows:
. Class A-1 Trust. The Class A-1 note trustee acts as trustee of the
Class A-1 trust under the Class A-1 note trust deed for the benefit
of Class A-1 noteholders. Under the terms of the Class A-1 note trust
deed the Class A-1 note trustee is able to enforce obligations of the
issuer trustee for the benefit of Class A-1 noteholders and will vote
on behalf of Class A-1 noteholders, based on their directions, at
meetings held under the terms of the master trust deed or the
security trust deed, including upon an event of default and
enforcement under the security trust deed.
. Security Trust. The security trustee acts as trustee of the security
trust for the benefit of noteholders, redraw bondholders and all
other Secured Creditors under the terms of the security trust deed.
The security trustee holds the charge over the assets of the trust
granted by the issuer trustee under the security trust deed for the
benefit of the Secured Creditors. If an event of default occurs under
the
37
<PAGE>
security trust deed and the charge is enforced, the security trustee,
or a receiver appointed by it, will be responsible for realizing the
assets of the trust and the security trustee will be responsible for
distributing the proceeds of realisation to Secured Creditors in the
order prescribed under the security trust deed.
Description of the Assets of the Trust
Assets of the Trust
The assets of the trust will include the following:
. the pool of housing loans, including all:
. principal payments paid or payable on the housing loans at any
time from and after the cut-off date; and
. interest payments paid or payable on the housing loans before or
after the cut-off date (other than the Accrued Interest Adjustment
which is to be paid on the first distribution date to Commonwealth
Bank as seller of the housing loans);
. rights under the mortgage insurance policies issued by or transferred
to Housing Loans Insurance Corporation Pty Limited, GE Capital
Mortgage Insurance (Australia) Pty Limited, and the Commonwealth of
Australia and the individual property insurance policies covering the
mortgaged properties relating to the housing loans;
. rights under the mortgages in relation to the housing loans;
. rights under collateral securities appearing on Commonwealth Bank's
records as securing the housing loans;
. amounts on deposit in the accounts established in connection with the
creation of the trust and the issuance of the notes, including the
collections account, and any instruments in which these amounts are
invested; and
. the issuer trustee's rights under the transaction documents.
The Housing Loans
The housing loans are secured by registered first ranking mortgages on
properties located in Australia. The housing loans are from Commonwealth
Bank's general residential mortgage product pool and have been originated by
Commonwealth Bank in the ordinary course of its business. Each housing loan
will be one of the types of products described in "Commonwealth Bank
Residential Loan Program--Commonwealth Bank's Product Types." Each housing
loan may have some or all of the features described in the "Commonwealth Bank
Residential Loan Program--Special Features of the Housing Loans." The housing
loans are either fixed rate or variable rate loans. The mortgaged properties
consist of one-to-four family owner-occupied properties and one-to-four family
non-owner occupied properties, but do not include mobile homes which are not
permanently affixed to the ground, commercial properties or unimproved land.
38
<PAGE>
Transfer and Assignment of the Housing Loans
The housing loans purchased by the trust on the closing date will be
specified in a sale notice from Commonwealth Bank, in its capacity as seller of
the housing loans, to the issuer trustee.
The seller will equitably assign the housing loans, the mortgages and any
collateral securities from time to time appearing in its records as securing
those housing loans, the mortgage insurance policies and its interest in any
insurance policies on the mortgaged properties relating to those housing loans
to the issuer trustee pursuant to the sale notice. After this assignment, the
issuer trustee will be entitled to the collections, subject to certain
unrelated exceptions, on the housing loans.
If the issuer trustee is actually aware of the occurrence of a Perfection
of Title Event which is subsisting then, unless each rating agency confirms
that a failure to perfect the issuer trustee's title to the housing loans will
not result in a reduction, qualification or withdrawal of the credit ratings
assigned by them to the notes and redraw bonds, the issuer trustee must declare
that a Perfection of Title Event has occurred and the issuer trustee and the
manager must as soon as practicable take steps to perfect the issuer trustee's
legal title to the housing loans. These steps will include the lodgment of
transfers of the mortgages securing the housing loans with the appropriate land
titles office in each Australian State and Territory. The issuer trustee will
hold at the closing date irrevocable powers of attorney from the seller to
enable it to execute such mortgage transfers.
Each housing loan sold to the issuer trustee is secured by an "all
moneys" mortgage, which may also secure other financial indebtedness. The
seller will also sell these other loans to the issuer trustee which will hold
these by way of a separate trust for Commonwealth Bank established under the
series supplement and known as the CBA trust. The other loans are not assets of
the Series 2000-1G Medallion Trust. The issuer trustee will hold the proceeds
of enforcement of the related mortgage, to the extent they exceed the amount
required to repay the housing loan, as trustee for the CBA trust, in relation
to that other loan. The mortgage will secure the housing loan equitably
assigned to the trust in priority to that other loan.
Because the seller's standard security documentation usually secures all
moneys owing by the provider of the security to the seller, it is possible that
a security held by the seller in relation to other facilities provided by it
could also secure a housing loan, even though in the seller's records the
particular security was not taken for this purpose. The seller will only assign
to the issuer trustee in its capacity as trustee of the trust those securities
that appear in its records as intended to secure the housing loans. Other
securities which by their terms technically secure a housing loan but which
were not taken for that purpose, will not be assigned for the benefit of the
noteholders or redraw bondholders.
39
<PAGE>
Representations, Warranties and Eligibility Criteria
The seller will make various representations and warranties to the issuer
trustee as of the cut-off date with respect to each housing loan being
equitably assigned by it to the issuer trustee, including that:
. at the time the seller entered into the related mortgage, the
mortgage complied in all material respects with applicable laws;
. at the time the seller entered into the housing loan, it did so in
good faith;
. at the time the seller entered into the housing loan, the housing
loan was originated in the ordinary course of the seller's business
and since then the seller has dealt with the housing loan in
accordance with its servicing procedures and servicing standards;
. at the time the seller entered into the housing loan, all necessary
steps were taken to ensure that the related mortgage complied with
the legal requirements applicable at that time to ensure that the
mortgage was a first ranking mortgage, subject to any statutory
charges, any prior charges of a body corporate, service company or
equivalent, whether registered or not, and any other prior security
interests which do not prevent the mortgage from being considered to
be a first ranking mortgage in accordance with the servicing
standards, secured over land, subject to stamping and registration in
due course;
. where there is a second or other mortgage in respect of the land the
subject of the related mortgage and the seller is not the mortgagee
of that second or other mortgage, the seller has ensured whether by a
priority agreement or otherwise, that the mortgage ranks ahead in
priority to the second or other mortgage on enforcement for at least
the principal amount plus accrued but unpaid interest of the housing
loan and such other amount determined in accordance with the
servicing standards;
. at the time the housing loan was approved, the seller had received no
notice of the insolvency or bankruptcy of the relevant borrower or
any notice that the relevant borrower did not have the legal capacity
to enter into the relevant mortgage;
. the seller is the sole legal and beneficial owner of the housing loan
and the related securities assigned to the issuer trustee as trustee
of the trust and, to its knowledge, subject to the above paragraph in
relation to second mortgages in respect of which the seller is not
the mortgagee, no prior ranking security interest exists in relation
to its right, title and interest in the housing loan and related
securities;
. each of the relevant mortgage documents, other than any property
insurance policies, which is required to be stamped with stamp duty
has been duly stamped;
. other than in respect of priorities granted by statute, the seller
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 by the seller and constituted by the relevant mortgage;
40
<PAGE>
. each housing loan is, or will on the closing date be, insured under a
mortgage insurance policy;
. except in relation to fixed rate housing loans or those which can be
converted to a fixed rate or a fixed margin relative to a benchmark
and applicable laws, binding codes and competent authorities binding
on the seller or as may be otherwise provided in the corresponding
mortgage documents, there is no limitation affecting, or consent
required from a borrower to effect, a change in the interest rate
under the housing loan; and
. as of the cut-off date the housing loan satisfies the following
eligibility criteria:
. it is from the seller's general housing loan pool;
. it is secured by a mortgage over land which has erected on or
within it a residential dwelling or unit and the terms of that
mortgage require that dwelling or unit to be insured under a
general home owner's insurance policy;
. it has a loan-to-value ratio based on the outstanding balance of
the housing loan and the most recent valuation of the mortgaged
property, at the commencement of business on the cut-off date,
less than or equal to 95%;
. the amount outstanding, assuming all due payments have been made
by the borrower, will not exceed A$750,000;
. the borrower is required to repay that loan within 30 years of the
cut-off date;
. no payment from the borrower under the housing loan is in arrears
for more than 30 consecutive days;
. the housing loan is not of a type with only interest payable
during the term and with "bullet" repayment of all principal at
the end of its term;
. it is or has been fully drawn;
. it was originated on or after 1 November, 1996;
. the borrower under the housing loan is not an employee of the
seller who is paying a concessional rate of interest under the
housing loan as a result of that employment;
. it was advanced, and is repayable, in Australian dollars.
The issuer trustee has not investigated or made any inquiries regarding the
accuracy of these representations and warranties and has no obligation to do
so. The issuer trustee is entitled to rely entirely upon the representations
and warranties being correct, unless an officer of the issuer trustee involved
in the day to day administration of the trust has actual notice to the
contrary.
41
<PAGE>
Breach of Representations and Warranties
If Commonwealth Bank, the manager or the issuer trustee becomes actually
aware that a representation or warranty from Commonwealth Bank relating to any
housing loan or mortgage was incorrect when given, it must notify the others
within 5 Business Days, and provide to them sufficient details to identify the
housing loan and the reasons for believing the representation or warranty is
incorrect. None of Commonwealth Bank, the manager or the issuer trustee is
under any ongoing obligation to determine whether any representation or
warranty is incorrect when given.
If any representation or warranty is incorrect when given and notice of
this is given not later than 5 Business Days prior to 120 days after the
closing date, and the seller does not remedy the breach to the satisfaction of
the issuer trustee within 5 Business Days of the notice being given, the
housing loan and its related securities will no longer form part of the assets
of the trust and the issuer trustee will hold them for the CBA trust. The
issuer trustee will, however, retain all collections received in connection
with that housing loan from the cut-off date to the date of delivery of the
notice. Commonwealth Bank as seller must pay to the issuer trustee the
principal amount of, and interest accrued but unpaid under the housing loan as
at the date of delivery of the relevant notice within 2 Business Days of that
housing loan ceasing to form part of the trust.
During the 120 days after the closing date, the issuer trustee's sole
remedy for any of the representations or warranties being incorrect is the
right to the above payment from Commonwealth Bank and Commonwealth Bank has no
other liability for any loss or damage caused to the issuer trustee, any
noteholder or any other person, for any of the representations or warranties
being incorrect.
If the breach of a representation or warranty in relation to a housing
loan is discovered after the last day for giving notices in the period 120 days
after the closing date, Commonwealth Bank must pay damages to the issuer
trustee which will be limited to principal amount outstanding and any accrued
but unpaid interest and any outstanding fees in respect of the housing loans.
The amount of the damages must be agreed between the issuer trustee and the
seller or, failing this, be determined by the seller's external auditors.
Substitution of Housing Loan Securities
Under the series supplement, the servicer is empowered in relation to
each housing loan to, amongst other things, substitute any corresponding
mortgage, or collateral security appearing in the seller's records as intending
to secure the housing loan, as long as this is done in accordance with the
relevant mortgage insurance policy and the servicing guidelines.
Other Features of the Housing Loans
The housing loans have the following features.
. Interest is calculated daily and charged in arrears.
. Payments can be on a monthly, bi-weekly or weekly basis. Payments are
made by borrowers using a number of different methods, including cash
payments at branches, cheques and in most cases automatic transfer.
42
<PAGE>
. They are governed by the laws of one of the following Australian
States or Territories:
. New South Wales;
. Victoria;
. Western Australia;
. Queensland;
. South Australia;
. Northern Territory;
. Tasmania; or
. the Australian Capital Territory.
Details of the Housing Loan Pool
The information in the following tables sets forth in tabular format
various details relating to the housing loans proposed to be sold to the trust
on the closing date. The information is provided as of the close of business on
February 23, 2000. All amounts have been rounded to the nearest Australian
dollar. The sum in any column may not equal the total indicated due to
rounding.
Note that these details may not reflect the housing loan pool as of the
closing date because the seller may add additional eligible housing loans or
remove housing loans.
The seller will not add or remove any housing loans prior to the closing
date if this would result in a change of more than 5% in any of the
characteristics of the pool of housing loans described in this prospectus,
unless a revised prospectus is delivered to prospective investors.
43
<PAGE>
Housing Loan Information
Year of Origination (Quarterly)
<TABLE>
<CAPTION>
Total Average
Security Loan
No. of Valuations Total Loan Weighted Balance % by Loan
Year of Origination Accounts (A$) Balance (A$) Average LTV(%) (A$) Balance
- ------------------------ -------- ------------- ------------- -------------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1997 Q3................. 663 89,753,722 68,180,683 78.95% 102,837 3.82%
1997 Q4................. 817 113,794,711 88,291,702 79.99% 108,068 4.95%
1998 Q1................. 1,260 182,251,435 148,124,427 83.50% 117,559 8.31%
1998 Q2................. 3,195 538,656,175 346,743,153 72.52% 108,527 19.45%
1998 Q3................. 3,308 561,304,993 347,757,122 69.68% 105,126 19.50%
1998 Q4................. 3,397 577,237,992 343,261,474 67.35% 101,048 19.25%
1999 Q1................. 1,652 272,861,355 166,055,539 68.05% 100,518 9.31%
1999 Q2................. 1,435 242,248,845 145,779,330 67.54% 101,588 8.18%
1999 Q3................. 1,164 207,653,244 128,931,078 69.63% 110,766 7.23%
------ ------------- ------------- ------ ------- -------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ====== ======= =======
</TABLE>
44
<PAGE>
Pool Profile by Geographic Distribution(/1/)
<TABLE>
<CAPTION>
Total
Security Weighted Average
No. of Valuations Total Loan Average Loan % by Loan
Region Accounts (A$) Balance (A$) LTV (%) Balance (A$) Balance
- ------------------------ -------- ------------- ------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Australian Capital
Territory
Metro................... 365 58,405,758 38,592,253 74.61% 105,732 2.16%
New South Wales
Metro................... 2,971 686,877,965 416,840,575 70.11% 140,303 23.38%
Other................... 2,118 313,013,622 210,206,385 73.54% 99,248 11.79%
------ ------------- ------------- ----- ------- ------
Queensland
Metro................... 1,055 183,867,095 113,594,829 69.28% 107,673 6.37%
Non Metro--Gold Coast... 300 58,182,220 32,199,350 62.50% 107,331 1.81%
Non Metro--Sunshine..... 160 26,967,305 15,228,225 63.19% 95,176 0.85%
Non Metro--Other........ 666 97,471,114 60,716,141 69.51% 91,165 3.41%
------ ------------- ------------- ----- ------- ------
Victoria
Metro................... 4,514 711,961,576 452,498,830 70.85% 100,243 25.38%
Other................... 922 103,034,859 71,018,624 73.17% 77,027 3.98%
------ ------------- ------------- ----- ------- ------
Western Australia
Metro................... 2,241 346,128,370 226,311,962 71.96% 100,987 12.69%
Other................... 307 45,590,646 31,565,431 74.34% 102,819 1.77%
------ ------------- ------------- ----- ------- ------
South Australia
Metro................... 667 82,042,288 60,803,264 78.30% 91,159 3.41%
Other................... 162 16,907,619 12,526,226 77.30% 77,322 0.70%
------ ------------- ------------- ----- ------- ------
Northern Territory
Metro................... 89 15,446,735 11,628,267 79.47% 130,655 0.65%
Other................... 32 4,581,000 3,697,393 82.10% 115,544 0.21%
------ ------------- ------------- ----- ------- ------
Tasmania
Metro................... 171 20,228,000 14,431,783 76.03% 84,396 0.81%
Other................... 151 15,056,300 11,264,969 77.10% 74,602 0.63%
------ ------------- ------------- ----- ------- ------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ===== ======= ======
</TABLE>
- --------
(1) Geographic distributions are split by State or Territory and by
metropolitan (metro) or country (other). Metro areas comprise the city and
surrounding suburbs of the capital city of each State or Territory and
Other comprise all other areas.
45
<PAGE>
Pool Profile by Balance Outstanding
<TABLE>
<CAPTION>
Weighted
No. of Total Security Total Loan Average Average % by Loan
Current Loan Balance (A$) Accounts Valuations (A$) Balance (A$) LTV(%) Loan Balance (A$) Balance
- ------------------------- -------- --------------- ------------- -------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
0 to 50,000.00 514 76,105,454 20,930,688 41.96% 40,721 1.17%
50,000.01 to 100,000.00 8,886 1,144,881,471 666,166,548 66.88% 74,968 37.36%
100,000.01 to 150,000.00 5,053 881,628,538 612,511,317 74.71% 121,217 34.35%
150,000.01 to 200,000.00 1,589 382,786,134 270,452,080 75.07% 170,203 15.17%
200,000.01 to 250,000.00 539 166,828,387 119,408,019 75.67% 221,536 6.70%
250,000.01 to 300,000.00 198 75,611,100 53,658,763 74.77% 271,004 3.01%
300,000.01 to 350,000.00 72 32,827,888 23,176,928 73.92% 321,902 1.30%
350,000.01 to 400,000.00 20 10,667,000 7,445,450 72.72% 372,272 0.42%
400,000.01 to 450,000.00 12 7,429,000 5,128,392 72.40% 427,366 0.29%
450,000.01 to 500,000.00 4 3,380,000 1,934,980 62.61% 483,745 0.11%
500,000.01 to 550,000.00 1 950,000 505,300 53.19% 505,300 0.03%
550,000.01 to 600,000.00 2 1,707,500 1,168,779 69.26% 584,390 0.07%
600,000.01 to 650,000.00 1 960,000 637,263 66.38% 637,263 0.04%
------ ------------- ------------- ----- ------- ------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ===== ======= ======
</TABLE>
46
<PAGE>
Pool Profile by Loan to Value Ratio (LTV)
<TABLE>
<CAPTION>
Total
Security Weighted Average
No. of Valuations Total Loan Average Loan % by Loan
Current LTV (%) Accounts (A$) Balance (A$) LTV(%) Balance (A$) Balance
- ------------------------ -------- ------------- ------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
0 - 10.00............... 62 44,497,989 2,465,420 7.29% 39,765 0.14%
10.01 - 15.00........... 76 29,761,210 3,742,678 12.76% 49,246 0.21%
15.01 - 20.00........... 116 39,375,010 6,967,698 17.82% 60,066 0.39%
20.01 - 25.00........... 191 57,345,986 13,002,326 22.77% 68,075 0.73%
25.01 - 30.00........... 268 74,315,097 20,586,263 27.78% 76,814 1.15%
30.01 - 35.00........... 405 95,411,774 31,190,341 32.75% 77,013 1.75%
35.01 - 40.00........... 524 115,726,051 43,384,307 37.55% 82,794 2.43%
40.01 - 45.00........... 636 130,658,617 55,642,433 42.64% 87,488 3.12%
45.01 - 50.00........... 755 152,353,456 72,302,451 47.50% 95,765 4.05%
50.01 - 55.00........... 855 159,959,355 83,956,721 52.53% 98,195 4.71%
55.01 - 60.00........... 901 158,335,619 91,121,604 57.59% 101,134 5.11%
60.01 - 65.00........... 962 160,202,937 100,195,343 62.57% 104,153 5.62%
65.01 - 70.00........... 1,178 186,706,016 125,978,829 67.50% 106,943 7.07%
70.01 - 75.00........... 1,534 225,385,864 163,849,806 72.73% 106,812 9.19%
75.01 - 80.00........... 3,070 429,344,214 332,760,902 77.53% 108,391 18.66%
80.01 - 85.00........... 1,363 190,416,868 157,743,513 82.86% 115,733 8.85%
85.01 - 90.00........... 2,426 325,568,608 284,863,506 87.52% 117,421 15.98%
90.01 - 95.00........... 1,569 210,397,801 193,370,366 91.92% 123,244 10.84%
------ ------------- ------------- ------ ------- -------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ====== ======= =======
</TABLE>
47
<PAGE>
Pool Profile by Year of Maturity
<TABLE>
<CAPTION>
Total
Security
No. of Valuations Total Loan Weighted Average Average Loan % by Loan
Maturity Year Accounts (A$) Balance (A$) LTV (%) Balance (A$) Balance
------------- -------- ------------- ------------- ---------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
2000.................... 1 150,000 100,450 66.97% 100,450 0.01%
2001.................... 2 248,000 182,450 73.88% 91,225 0.01%
2002.................... 4 1,135,000 230,288 23.49% 57,572 0.01%
2003.................... 19 3,348,699 1,339,131 53.29% 70,481 0.08%
2004.................... 27 5,054,500 1,805,755 43.86% 66,880 0.10%
2005.................... 33 5,065,000 2,148,936 49.90% 65,119 0.12%
2006.................... 35 6,385,500 2,354,912 45.32% 67,283 0.13%
2007.................... 57 9,399,785 4,012,007 51.19% 70,386 0.22%
2008.................... 286 54,019,249 21,931,518 48.75% 76,684 1.23%
2009.................... 189 35,296,183 14,050,893 50.58% 74,343 0.79%
2010.................... 113 17,703,255 8,842,492 57.83% 78,252 0.50%
2011.................... 120 19,446,769 9,268,588 56.18% 77,238 0.52%
2012.................... 142 22,363,642 12,020,767 62.51% 84,653 0.67%
2013.................... 609 102,112,767 52,537,909 58.61% 86,269 2.95%
2014.................... 433 72,831,166 38,713,565 59.89% 89,408 2.17%
2015.................... 160 25,624,399 14,231,155 62.49% 88,945 0.80%
2016.................... 222 38,792,879 21,265,028 62.08% 95,788 1.19%
2017.................... 411 59,664,037 39,298,870 71.24% 95,618 2.20%
2018.................... 1,301 223,646,336 129,907,321 65.39% 99,852 7.29%
2019.................... 757 131,855,018 75,234,621 63.92% 99,385 4.22%
2020.................... 223 35,718,270 21,525,840 67.43% 96,528 1.21%
2021.................... 264 41,773,796 25,543,636 68.41% 96,756 1.43%
2022.................... 524 78,100,660 52,642,822 74.36% 100,463 2.95%
2023.................... 1,933 325,703,711 204,472,407 71.22% 105,780 11.47%
2024.................... 887 151,684,573 96,515,880 69.15% 108,812 5.41%
2025.................... 257 44,697,159 28,754,903 72.96% 111,887 1.61%
2026.................... 338 56,153,748 37,714,462 72.89% 111,581 2.12%
2027.................... 1,021 151,908,217 113,779,196 78.70% 111,439 6.38%
2028.................... 4,713 756,068,858 540,951,337 77.02% 114,779 30.34%
2029.................... 1,810 309,811,296 211,747,366 74.39% 116,987 11.88%
------ ------------- ------------- ----- ------- ------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ===== ======= ======
</TABLE>
48
<PAGE>
Pool Profile by Property Ownership Type
<TABLE>
<CAPTION>
Number of Total Security Total Loan Weighted Average Loan % by Loan
Loan Purpose Accounts Valuations (A$) Balance (A$) Average LTV (%) Balance (A$) Balance
------------ --------- --------------- ------------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Owner-occupied.......... 14,543 2,355,967,911 1,521,952,527 72.23% 104,652 85.35%
Investment.............. 2,348 429,794,561 261,171,979 67.01% 111,232 14.65%
------ ------------- ------------- ------ ------- -------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ====== ======= =======
</TABLE>
Pool Profile by Amortization
<TABLE>
<CAPTION>
Number of Total Security Total Loan Weighted Average Loan % by Loan
Payment Type Accounts Valuations (A$) Balance (A$) Average LTV (%) Balance (A$) Balance
------------ --------- --------------- ------------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Principal and Interest.. 16,616 2,715,056,608 1,743,835,729 71.65% 104,949 97.80%
Interest only........... 275 70,705,864 39,288,778 63.30% 142,868 2.20%
------ ------------- ------------- ------ ------- -------
Total................... 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ====== ======= =======
</TABLE>
Mortgage Insurer Distribution
<TABLE>
<CAPTION>
Number of Total Security Total Loan Weighted Average Loan % by Loan
Mortgage Insurer Accounts Valuations (A$) Balance (A$) Average LTV (%) Balance (A$) Balance
---------------- --------- --------------- ------------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
GE Capital Mortgage
Insurance Corporation
(Australia) Pty Ltd.... 10,446 1,905,847,689 1,042,463,218 61.57% 99,795 58.46%
Housing Loans Insurance
Corporation Pty Ltd.... 6,445 879,914,783 740,661,289 85.40% 114,920 41.54%
------ ------------- ------------- ------ ------- -------
16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ====== ======= =======
</TABLE>
49
<PAGE>
Pool Profile by Product
<TABLE>
<CAPTION>
Weighted
No. of Total Security Total Loan Average Average % by Loan
Loan Type Accounts Valuations (A$) Balance (A$) LTV (%) Loan Balance (A$) Balance
- --------- -------- --------------- ------------- -------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Complete Home Loan
Variable rate........... 7,994 1,309,434,476 817,193,770 70.33% 102,226 45.83%
1 yr fixed.............. 30 3,949,000 2,864,371 76.29% 95,479 0.16%
2 yr fixed.............. 411 60,965,881 42,316,082 75.93% 102,959 2.37%
3 yr fixed.............. 1,795 269,492,352 199,673,608 78.98% 111,239 11.20%
4 yr fixed.............. 328 51,493,646 35,836,898 74.97% 109,259 2.01%
5 yr fixed.............. 2,259 348,610,115 240,372,669 75.14% 106,407 13.48%
------ ------------- ------------- ----- ------- ------
Economiser Home Loan 4,074 741,817,002 444,867,109 67.47% 109,197 24.95%
Total .................. 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100%
====== ============= ============= ===== ======= ======
Distribution by Current
Interest Rates
<CAPTION>
Weighted
No. of Total Security Total Loan Average Average % by Loan
Current Rate (%) Accounts Valuations (A$) Balance (A$) LTV (%) Loan Balance (A$) Balance
- ---------------- -------- --------------- ------------- -------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
5.00 to 5.50............ 419 80,465,653 53,620,294 72.22% 127,972 3.01%
5.51 to 6.00............ 132 30,863,700 19,894,487 73.29% 150,716 1.12%
6.01 to 6.50............ 5,862 1,073,329,729 669,770,042 70.12% 114,256 37.56%
6.51 to 7.00............ 9,611 1,484,516,984 953,296,134 71.65% 99,188 53.46%
7.01 to 7.50............ 788 106,788,356 78,504,051 78.56% 99,624 4.40%
7.51 to 8.00............ 79 9,798,050 8,039,499 83.07% 101,766 0.45%
------ ------------- ------------- ----- ------- ------
Total .................. 16,891 2,785,762,472 1,783,124,507 71.47% 105,567 100.00%
====== ============= ============= ===== ======= ======
</TABLE>
50
<PAGE>
Commonwealth Bank Residential Loan Program
Origination Process
The housing loans to be assigned to the trust comprise a portfolio of
variable and fixed rate loans which were originated by Commonwealth Bank
through loan applications from new and existing customers. Housing loan
applications are sourced from Commonwealth Bank's branch network, its mobile
sales force, its telephone sales operation and through the internet from
Commonwealth Bank's website at "www.commbank.com.au."
Approval and Underwriting Process
When a housing loan application is received it is processed in accordance
with Commonwealth Bank's approval policies. These policies are monitored and
are subject to continuous review by Commonwealth Bank. Commonwealth Bank, like
other lenders in the Australian residential housing loan market, does not
divide its borrowers into groups of differing credit quality for the purposes
of setting standard interest rates for its residential housing loans. In
limited situations discounted interest rates are provided to retain existing
borrowers or to attract certain high income individuals. All borrowers must
satisfy Commonwealth Bank's approval criteria described in this section.
The approval process includes verifying the borrower's application
details, assessing their ability to repay the housing loan and determining the
valuation of the mortgaged property.
Verification of application details
The verification process involves borrowers providing proof of identity,
evidence of income and evidence of a savings pattern. For an employed
applicant, it includes confirming employment and income levels by way of recent
payslips or tax assessments. For a self-employed or business applicant it
includes checking annual accounts and tax assessments. Statements or records of
savings are reviewed to identify any recent additional borrowings or gifts.
Where applicants are refinancing debts from another financial institution, a
check of the last six months' statements of the existing loan is made to
determine the regularity of debt payments. The credit history of any existing
borrowings from Commonwealth Bank is also checked.
Assessing ability to repay
Based upon the application, once verified, an assessment is made of the
applicant's ability to repay the housing loan. This is primarily based on the
applicant's debt servicing to income commitment ratio along with any risk
factors identified in verifying the applicant's income, savings or credit
history. The credit decision is made using one the following processes.
. Credit scorecard. A credit scorecard system automatically and
consistently applies Commonwealth Bank's credit assessment rules
without relying on the credit experience of the inputting officer.
The credit scorecard returns a decision to approve, reject or refer
an application. An application is referred by the system
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if certain risk factors, such as loan size or a high commitment
level, are present which require the application to be assessed by an
experienced loan officer. The credit score determined by this system
is based on historical performance data of Commonwealth Bank's
housing loan portfolio.
. Credit approval authorities. Housing loan applications which are not
credit scored and those which are referred by the credit scorecard
are assessed by a loan officer. Each loan officer is allocated a
credit approval authority based on their level of experience and
past performance. Loans which have certain risk characteristics,
such as loan size or a high commitment level, are assessed by more
experienced loan officers. Commonwealth Bank monitors the quality of
lending decisions and conducts regular audits of approvals.
Borrowers in respect of housing loans may be natural persons, corporations or
trusts. Housing loans to corporations and trusts may be secured, if deemed
necessary, by guarantees from directors. Guarantees may also be obtained in
other circumstances.
Valuation of mortgaged property
For applications which successfully pass the credit decision process,
the maximum allowable loan-to-value ratio, being the ratio of the housing loan
amount to the value of the mortgaged property, is calculated and an offer for
finance is made conditional upon a satisfactory valuation of the mortgaged
property and any other outstanding conditions being satisfied. The amount of
the housing loan that will be approved for a successful applicant is based on
an assessment of the applicant's ability to service the proposed housing loan
and the loan-to-value ratio. For the purposes of calculating the loan-to-value
ratio, the value of a mortgaged property in relation to housing loans to be
assigned to the trust has been determined at origination by one of the
following methods.
. Valuation by valuer. Valuations by qualified professional valuers
are carried out when there is some attribute of the housing loan or
its mortgaged property which, in accordance with the Commonwealth
Bank's policies, requires a professional valuer to undertake the
assessment. These attributes include:
. mortgaged properties with a value in excess of A$1 million;
. properties in areas which are subject to landslip, subsidence or
flooding;
. housing loans which are refinancing loans from another financial
institution; and
. housing loans where mortgage insurance is required upon
origination, unless otherwise approved by a mortgage insurer.
. Valuation on contract price or rates notice. If not valued by a
valuer and for housing loan amounts of less than or equal to
A$200,000 or, for mortgaged properties in the Sydney, Melbourne or
Brisbane metropolitan areas, A$300,000, the value of the mortgaged
property is based on the purchase price under a contract for the
purchase by the borrower of the mortgaged property or on the
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value specified in a local government rates notice (that is,
generally, the unimproved value of the land assessed by a government
valuer) for the mortgaged property.
. Valuation by bank officer. In all other cases, the value of the
mortgaged property is assessed by an officer of the Commonwealth
Bank who visits the mortgaged property and compares it with recent
sales of similar properties in the same area.
The maximum loan-to-value ratio that is permitted for any loan is
determined according to Commonwealth Bank's credit policy and is dependent on
the size of the proposed loan, the nature and location of the proposed
mortgaged property and other relevant factors. Where more than one mortgaged
property is offered as security for a housing loan, the sum of the valuations
for each mortgaged property is assessed against the housing loan amount sought.
Once Commonwealth Bank's formal loan offer has been accepted by the
applicant, one of Commonwealth Bank's five loan processing centres prepares the
loan security documentation and dispatches it to the borrower for execution.
After execution, the documentation, together with signed acknowledgment that
all non-documentary conditions of approval have been met, is returned by the
business unit to the loan processing centre authorizing settlement and funding
of the housing loan to proceed. In certain circumstances, settlement and
funding are completed at the business unit level.
One of the conditions of settlement is that the borrower establish and
maintain full replacement general home owner's insurance on the mortgaged
property. Some of the housing loans have home owner's insurance provided by
Commonwealth Insurance Limited, a subsidiary of Commonwealth Bank. However,
there is no ongoing monitoring of the level of home owner's insurance
maintained by borrowers.
Commonwealth Bank's Product Types
Complete Home Loan
This type of loan is Commonwealth Bank's traditional standard mortgage
product which consists of standard variable rate and fixed rate options. The
standard variable rate set under the Complete Home Loan product is not linked
to any other variable rates in the market. However, it may fluctuate with
market conditions. Borrowers may switch to a fixed interest rate at any time
upon payment of a switching fee as described below in "Switching Interest
Rates." Some of the housing loans will be subject to fixed rates for differing
periods.
In addition, some Complete Home Loans have an interest rate which is
discounted by a fixed percentage to the standard variable rate or fixed rate.
These discounts are offered to members of certain professional groups and to
other high income individuals.
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Economiser Home Loan
This type of loan has a variable interest rate which is not linked to the
standard variable rate for the Complete Home Loan and which may fluctuate
independently of this and other standard variable rates in the market. The
Economiser Home Loan was introduced by Commonwealth Bank to allow borrowers who
did not require a full range of product features to reduce their interest rate.
The interest rate for the Economiser Home Loan historically has been less than
that for the Complete Home Loan. Of the features described below, at present
only those headed "Redraw and Further Advances," "Payment Holiday" and "Early
Repayment" are available for Economiser Home Loans. To take advantage of other
features borrowers with Economiser Home Loans must, with the agreement of
Commonwealth Bank and upon payment of a fee, switch their housing loan to the
Complete Home Loan product. However, these or other features may in the future
be offered to borrowers with Economiser Home Loans.
Special Features of the Housing Loans
Each housing loan may have some or all of the features described in this
section. In addition, during the term of any housing loan, Commonwealth Bank
may agree to change any of the terms of that housing loan from time to time at
the request of the borrower.
Switching Interest Rates
Borrowers may elect for a fixed rate, as determined by Commonwealth Bank,
to apply to their housing loan for a period of up to 10 years. These housing
loans convert to the standard variable interest rate at the end of the agreed
fixed rate period unless the borrower elects to fix the interest rate for a
further period.
Any variable rate converting to a fixed rate product will automatically
be matched by an increase in the fixed rate swap to hedge the fixed rate
exposure.
Substitution of Security
A borrower may apply to the servicer to achieve the following:
. substitute a different mortgaged property in place of the existing
mortgaged property securing a housing loan; or
. release a mortgaged property from a mortgage.
If the servicer's credit criteria are satisfied and another property is
substituted for the existing security for the housing loan, the mortgage which
secures the existing housing loan may be discharged without the borrower being
required to repay the housing loan. The servicer must obtain the consent of any
relevant mortgage insurer to the substitution of security or a release of a
mortgage where this is required by the terms of a mortgage insurance policy.
Redraws and Further Advances
Each of the variable rate housing loans allows the borrower to redraw
principal repayments made in excess of scheduled principal repayments during
the period in which the
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relevant housing loan is charged a variable rate of interest. Redraws must be
for at least A$2,000 per transaction. Borrowers may request a redraw at any
time subject to meeting certain credit criteria at that time. The borrower may
be required to pay a fee to Commonwealth Bank in connection with a redraw.
Currently, Commonwealth Bank does not permit redraws on fixed rate housing
loans. A redraw will not result in the related housing loan being removed from
the trust.
In addition, Commonwealth Bank may agree to make a further advance to a
borrower under the terms of a housing loan. Where a further advance does not
result in the previous scheduled principal balance of the housing loan being
exceeded by more than one scheduled monthly instalment, the further advance
will not result in the housing loan being removed from the trust. Where a
further advance does result in the previous scheduled principal balance of the
housing loan being exceeded by more than one scheduled monthly instalment,
Commonwealth Bank must pay to the trust the principal balance of the housing
loan and accrued and unpaid interest and fees on the housing loan. If this
occurs the housing loan will be treated as being repaid and will cease to be an
asset of the trust.
A further advance to a borrower may also be made under the terms of
another loan or as a new loan. These loans may share the same security as a
housing loan assigned to the trust but will be subordinated upon the
enforcement of that security to the housing loan.
Payment Holiday
A borrower is allowed a payment holiday where the borrower has prepaid
principal, creating a difference between the outstanding principal balance of
the loan and the scheduled amortized principal balance of the housing loan. The
borrower is not required to make any payments, including payments of interest,
until the outstanding principal balance of the housing loan plus unpaid
interest equals the scheduled amortized principal balance. The failure by the
borrower to make payments during a payment holiday will not cause the related
housing loan to be considered delinquent.
Early Repayment
A borrower will not incur break fees if an early repayment or partial
prepayment of principal occurs under a variable rate housing loan contract.
A borrower may incur break fees or receive break benefits if an early
repayment or partial prepayment of principal occurs on a fixed rate housing
loan. However, at present fixed rate loans allow for early repayment by the
borrower of up to A$5,000 in any 12 month period without any break fees or
break benefits being applicable.
Combination or "Split" Housing Loans
A borrower may elect to split a housing loan into separate funding
portions which may, among other things, be subject to different types of
interest rates. Each part of the housing loan is effectively a separate loan
contract, even though all the separate loans are secured by the same mortgage.
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Interest Offset
Commonwealth Bank offers borrowers an interest offset product known as a
mortgage interest saver account under which the interest accrued on the
borrower's deposit account is offset against interest on the borrower's housing
loan. Commonwealth Bank does not actually pay interest to the borrower on the
loan offset account, but reduces the amount of interest which is payable by the
borrower under its housing loan. The borrower continues to make its scheduled
mortgage payment with the result that the portion allocated to principal is
increased by the amount of interest offset. Commonwealth Bank will pay to the
trust the aggregate of all interest amounts offset. These amounts will
constitute Finance Charge Collections for the relevant period. The mortgage
interest saver account must be in the same name as the housing loan.
If, following a Perfection of Title Event, the trust obtains legal title
to a housing loan, Commonwealth Bank will no longer be able to offer an
interest offset arrangement for that housing loan.
Interest Only Periods
A borrower may also request to make payments of interest only on his or
her housing loan for a period of up to 5 years. If Commonwealth Bank agrees to
such a request it does so conditional upon higher principal repayments applying
upon expiry of the interest only period so that the housing loan is repaid
within its original term.
Additional Features
Commonwealth Bank may from time to time offer additional features in
relation to a housing loan which are not described in the preceding section or
may cease to offer features that have been previously offered and may add,
remove or vary any fees or other conditions applicable to such features.
The Mortgage Insurance Policies
General
The mortgage insurance policies consist of:
. high LTV mortgage insurance policies in relation to individual
housing loans which generally had a loan-to-value ratio of greater
than around 80% at the time that they were originated; and
. a master mortgage insurance policy to provide mortgage insurance in
relation to the balance of the housing loans.
The High LTV Mortgage Insurance Policies
High LTV mortgage insurance policies entered into before December 12,
1997 represent liabilities of the Commonwealth of Australia and are presently
managed on behalf of the Commonwealth of Australia by Housing Loans Insurance
Corporation Pty Ltd of 259 George Street, Sydney NSW Australia. High LTV
mortgage insurance policies entered into on or after December 12, 1997
represent liabilities of Housing Loans Insurance Corporation Pty Ltd only.
References in this section to the mortgage insurer in relation to the high LTV
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mortgage insurance policies entered into before December 12, 1997 are to
Housing Loans Insurance Corporation Pty Ltd acting on behalf of the
Commonwealth of Australia.
The high LTV mortgage insurance policies insure the issuer trustee
against losses in respect of housing loans which generally had a loan-to-value
ratio of greater than around 80% at the time of origination. They were usually
required to be taken out at the commencement of the housing loan and will be
equitably assigned by the seller to the issuer trustee on the closing date.
Each borrower paid a single upfront premium for their respective high LTV
mortgage insurance policy and no further premium is payable by the seller or
the issuer trustee.
Period of Cover
The issuer trustee has the benefit of the high LTV mortgage insurance
policies from the closing date until the policy is canceled by the mortgage
insurer. An individual high LTV mortgage insurance policy may be canceled by
the mortgage insurer in the following circumstances:
. the issuer trustee, without the approval of the mortgage insurer:
. approves any transfer or assignment of the mortgaged property
without a full discharge of the corresponding mortgage and all
moneys secured by that mortgage; or
. takes possession of the mortgaged property, sells it, takes
foreclosure action or appoints any receiver or manager over it;
. where the insured is not a lender approved by the mortgage
insurer, if at any time there is not a servicer approved by the
mortgage insurer; or
. where the mortgage is not a first mortgage, if the issuer trustee
refuses or fails to take action required by the mortgage insurer
to oppose any application by a prior mortgagee for foreclosure
against the mortgagor and the issuer trustee.
Cover for Losses
Under each high LTV mortgage insurance policy, the mortgage insurer
insures the issuer trustee against loss if a default occurs in relation to the
insured housing loan and if one of the events entitling a claim to be made
occurs.
No claim can be made for a loss unless:
. the issuer trustee has sold the mortgaged property;
. the issuer trustee has become the absolute owner of the mortgaged
property by foreclosure;
. the relevant mortgagor has sold the mortgaged property with the
express consent of the issuer trustee given with the prior written
approval of the mortgage insurer;
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. the mortgaged property has been compulsorily acquired or sold by any
government, semi-governmental or local government authority for
public purposes;
. where the mortgage is not a first mortgage, a prior mortgagee has
sold or become absolute owner of the mortgaged property by
foreclosure; or
. the mortgage insurer has agreed to pay a claim.
The loss in respect of a housing loan insured under a high LTV mortgage
insurance policy is calculated by:
. adding together:
. the outstanding principal of the housing loan, after taking into
account all amounts received by the issuer trustee as compensation
for the compulsory acquisition of the mortgaged property or any
rents, profits or proceeds from the mortgaged property and all
amounts received by the issuer trustee under any insurance policy
in relation to loss arising from destruction of or damage to the
mortgaged property and not applied in restoration or repair at the
earliest of:
. the date of completion of the sale or compulsory acquisition
of the mortgaged property;
. the date upon which the issuer trustee became the absolute
owner of the mortgaged property by foreclosure;
. the date upon which a claim is paid by the mortgage insurer;
and
. where the relevant mortgage is not a first mortgage and where
a prior mortgagee has sold the mortgaged property or has taken
foreclosure action, the date on which the issuer trustee
receives from the prior mortgagee so much of the proceeds of
that sale as are payable to the issuer trustee, or where no
part of these proceeds is so payable, the date on which the
issuer trustee becomes aware of completion of the sale or that
the prior mortgagee has become the absolute owner of the
mortgaged property;
. interest paid in respect of the housing loan up to and including
the earliest of the dates referred to in the previous 4 bullet
points at the non-default rate specified in the housing loan;
. amounts recoverable by the issuer trustee under the terms of the
mortgage in respect of:
. amounts properly paid or incurred by the issuer trustee in
respect of the mortgaged property for premiums on general
insurance policies, levies and other charges payable to a body
corporate under the Australian strata title system, rates,
taxes and other statutory charges up to a limit in respect of
land tax as specified by the mortgage insurer;
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. reasonable and necessary legal and other fees and
disbursements paid or incurred by the issuer trustee in
enforcing or protecting its rights under the mortgage;
. amounts not exceeding A$1,000 paid or incurred by the issuer
trustee for repair, maintenance and protection of the
mortgaged property or such greater amounts incurred with the
prior approval of the mortgage insurer; and
. costs related to the sale of the mortgaged property by the
issuer trustee;
. to the extent not otherwise included above, and the mortgage
insurer determines that they should be included, unpaid fines,
penalties, additional interest and other similar amounts which are
properly incurred by the issuer trustee under the mortgage or in
respect of the housing loan; and
. subtracting from the above the aggregate of:
. all amounts received by the issuer trustee under any related
collateral security;
. where the issuer trustee has sold the mortgaged property, the sale
price less any amount required to discharge any prior mortgage;
. where the issuer trustee or a prior mortgagee has taken
foreclosure action, the value of the issuer trustee's interest in
the mortgaged property as agreed between the mortgage insurer and
the issuer trustee; and
. any amount by which a claim may be reduced.
Reduction of Claims
There are a number of restrictions imposed on the insured under each
mortgage insurance policy which may entitle the mortgage insurer to refuse or
reduce the amount of a claim with respect to a housing loan, including:
. the failure of the servicer to be approved by the mortgage insurer;
. the failure of the housing loan contract to require that the related
mortgaged property be insured under a general insurance policy;
. the existence of an encumbrance or other interest which affects or
has priority over the related mortgage;
. the housing loan or related mortgage being materially altered or
modified without the mortgage insurer's consent; and
. the occurrence of other circumstances reducing the insured's rights
under any insured housing loan or related mortgage.
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The Master Mortgage Insurance Policy
Cover
The master mortgage insurance policy is provided by GE Capital Mortgage
Insurance Corporation (Australia) Pty Ltd of 259 George Street, Sydney NSW
Australia. The master mortgage insurance policy insures the issuer trustee
against losses in respect of housing loans which are not insured under a high
LTV mortgage insurance policy. The seller will prior to the closing date pay a
single upfront premium for the master mortgage insurance policy. No further
premium is payable by the seller or the issuer trustee.
Period of Cover
The issuer trustee has the benefit of the master mortgage insurance
policy in respect of each housing loan insured under it from the closing date
until the earliest of:
. the date the housing loan or the mortgage securing the housing loan
is assigned, transferred or mortgaged to another party without the
mortgage insurer's consent;
. the date the housing loan is repaid in full;
. the date the housing loan ceases to be secured by the relevant
mortgage other than where the mortgage is discharged by the operation
of a compulsory acquisition or sale by a government for public
purpose;
. the date the master mortgage insurance policy is canceled in respect
of the housing loan in accordance with the terms of the master
mortgage insurance policy; and
. the maturity date set out in the certificate of insurance issued by
the mortgage insurer in relation to the housing loan or as extended
with the consent of the mortgage insurer or as varied by a court
under the Australian Consumer Credit Code.
Cover for Losses
If a loss date occurs in respect of a housing loan insured under the
master mortgage insurance policy, the mortgage insurer will pay to the issuer
trustee the loss in respect of a housing loan.
A loss date means:
. if a default occurs under the insured loan and the mortgaged property
is sold pursuant to enforcement proceedings, the date on which the
sale is completed;
. if a default occurs under the insured loan and the issuer trustee or
a prior approved mortgagee becomes the absolute owner by foreclosure
of the mortgaged property, the date on which this occurs;
. if a default occurs under the insured loan and the mortgagor sells
the mortgaged property with the prior approval of the issuer trustee
and the mortgage insurer, the date on which the sale occurs;
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. if the mortgaged property is compulsorily acquired or sold by a
government for public purposes and there is a default under the
housing loan, or, where the mortgage has been discharged by the
operation of the compulsory acquisition or sale and there is a
failure in repayment of the housing loan which would have been a
default but for the occurrence of that event, the later of the date
of the completion of the acquisition or sale or 28 days after the
date of the default; or
. where the mortgage insurer has agreed to pay a claim under the master
mortgage insurance policy, the date specified in that agreement.
A "default" in respect of an insured housing loan means any event which
triggers the issuer trustee's power of sale in relation to the mortgaged
property.
The loss payable by the mortgage insurer to the issuer trustee in
respect of an insured loan is the amount outstanding, less the deductions
referred to below, in relation to the housing loan, in each case calculated as
at the loss date.
The amount outstanding under a housing loan is the aggregate of the
following:
. the principal amount outstanding together with any interest, fees or
charges outstanding as at the loss date;
. fees and charges paid or incurred by the issuer trustee; and
. other amounts, including fines or penalties, approved by the mortgage
insurer, which the issuer trustee is entitled to recover under the
housing loan or a related guarantee.
The mortgage insurer may make the following deductions:
. where the mortgaged property is sold, the sale price or where the
mortgaged property is compulsorily acquired, the amount of
compensation, less, in either case, any amount required to discharge
any approved prior mortgage;
. where foreclosure action occurs, the value of the issuer trustee's
interest in the mortgaged property, including the interest of any
unapproved prior mortgagee;
. any amount received by the issuer trustee under any collateral
security;
. any amounts paid to the issuer trustee by way of rents, profits or
proceeds in relation to the mortgaged property or under any insurance
policy not applied in restoration or repair;
. any interest that exceeds interest at the non-default interest rate
payable in relation to the housing loan;
. any fees or charges other than:
. premiums for general insurance policies, levies and other charges
payable to a body corporate under the Australian strata titles
system, rates, taxes and other statutory charges;
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. reasonable and necessary legal and other fees and disbursements of
enforcing or protecting the issuer trustee's rights under the
housing loan, up to a maximum of A$2,000, unless otherwise
approved in writing by the mortgage insurer;
. repair, maintenance and protection of the mortgaged property, up
to a maximum amount of A$1,000, unless otherwise approved in
writing by the mortgage insurer;
. reasonable costs of the sale of the mortgaged property up to a
maximum amount of A$1,000 plus selling agent's commission, unless
otherwise approved in writing by the mortgage insurer, in
addition, if any fees and charges exceed those recoverable under
the Australian Consumer Credit Code less any amount that must be
accounted for to the borrower or the relevant mortgagor they will
be excluded;
. loan establishment fees (if added to the initial amount advanced
under the housing loan); and
. all reasonable fees and costs incurred by the legal department of
the Commonwealth Bank in relation to repayment of the insured
housing loan and/or sale of the mortgaged property;
. losses arising out of damage to the mortgaged property other than:
. fair wear and tear; or
. losses recovered and applied in the restoration or repair of the
mortgaged property or losses recovered under a general insurance
policy and applied to reduce the amount outstanding under the
housing loan; and
. any amounts by which a claim may be reduced under the master mortgage
insurance policy.
Refusal or Reduction in Claim
The mortgage insurer may refuse or reduce the amount of a claim with
respect to a housing loan in certain circumstances, including:
. the mortgaged property is not insured under a general home owner's
insurance policy;
. there is not a servicer approved by the mortgage insurer;
. the housing loan has not been duly registered with the Land Titles
Office in the relevant Australian jurisdiction;
. the issuer trustee does not comply with the obligation to seek the
mortgage insurer's consent under certain circumstances;
. the issuer trustee does not comply with certain reporting
obligations; or
. any item used or relied upon by the issuer trustee is not year 2000
ready as specified in the master mortgage insurance policy.
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The mortgage insurer may also reduce its liability or cancel the master
mortgage insurance policy, in relation to a particular housing loan if the
issuer trustee has failed to comply with its reporting obligations.
Exclusions
The master mortgage insurance policy does not cover any loss arising
from:
. any war or warlike activities;
. the use, existence or escape of nuclear weapons or nuclear
contamination;
. the existence or escape of any pollution or environmentally hazardous
material;
. the fact that the housing loan or any collateral security is void or
unenforceable;
. any failure of the housing loan or collateral security to comply with
the requirements of the Australian Consumer Credit Code; or
. the failure of the issuer trustee's computer systems to be year 2000
ready as specified in the master mortgage insurance policy.
Description of the Mortgage Insurers
Housing Loans Insurance Corporation was an Australian Commonwealth
Government statutory authority established under the Housing Loans Insurance
Act, 1965 of Australia and was, prior to its abolition, Australia's leading
lenders' mortgage insurer with approximately 50% of the Australian lenders'
mortgage insurance market.
In December 1997, the Commonwealth Government:
. transferred the liabilities of the Corporation in relation to
contracts of insurance entered into by the Corporation before 12
December 1997 to the Commonwealth Government;
. appointed a new corporation, Housing Loans Insurance Corporation
Limited, ACN 071 466 334, which has since changed its name to Housing
Loans Insurance Corporation Pty Ltd, to manage these contracts of
insurance on behalf of the Commonwealth of Australia; and
. sold Housing Loans Insurance Corporation Pty Ltd to GE Capital
Australia Limited, ACN 008 562 534, is an indirect wholly owned
subsidiary of the General Electric Company, a corporation chartered
under the laws of the State of New York with its corporate
headquarters in Fairfield, Connecticut.
Housing Loans Insurance Corporation Pty Ltd changed its name to GE
Mortgage Insurance Pty Ltd as of February 14, 2000.
Housing Loans Insurance Corporation Pty Ltd currently has a claims paying
ability rating of AAA by Standard & Poor's and Fitch IBCA and Aa1 by Moody's.
As at December 31, 1998, Housing Loans Insurance Corporation Pty Ltd had
total assets of A$152,105,000, shareholder's equity of A$81,630,000 and
statutory reserves (claims equalisation reserve) of A$692,000.
The Commonwealth of Australia has a local currency rating of AAA by
Standard & Poor's and Fitch IBCA and Aaa by Moody's.
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GE Capital Mortgage Insurance Corporation (Australia) Pty Ltd (ACN 081
488 440) commenced operations in March 1998. It is a wholly owned subsidiary of
GE Capital Australia Limited, whose ultimate parent is General Electric
Company.
GE Capital Mortgage Insurance Corporation (Australia) Pty Ltd has been
given a AA claims paying rating by Standard & Poor's and by Fitch IBCA and a
Aa2 rating by Moody's.
As at December 31, 1998, GE Capital Mortgage Insurance Corporation
(Australia) Pty Ltd had total assets of A$110,641,000, shareholder's equity of
A$102,900,000 and statutory reserves (claims equalisation reserve) of A$73,000.
Housing Loans Insurance Corporation Pty Ltd's and GE Capital Mortgage
Insurance Corporation (Australia) Pty Ltd's ultimate parent is General Electric
Company, a diversified industrial and financial services company with
operations in over 100 countries. General Electric Company is rated AAA by
Standard & Poor's and Fitch IBCA and Aaa by Moody's. General Electric Company
is the indirect owner of lender's mortgage insurance business in the United
States, United Kingdom, Canada and Australia which collectively insure over
US$165 billion of loans globally.
Description of the Class A-1 Notes
General
The issuer trustee will issue the Class A-1 notes on the closing date
pursuant to a direction from the manager to the issuer trustee to issue the
Class A-1 notes and the terms of the master trust deed, the series supplement,
the Class A-1 note trust deed and the underwriting agreement. The Class A-1
notes will be governed by the laws of New South Wales. The following summary
describes the material terms of the Class A-1 notes. The summary does not
purport to be complete and is subject to the terms and conditions of the Class
A-1 notes, which are attached as an appendix to this prospectus on page I-1,
and to the terms and conditions of the Class A-1 note trust deed and the other
transaction documents. The Class A-1 noteholders are bound by, and deemed to
have notice of, all the provisions of the transaction documents. The Class A-1
note trust deed has been duly qualified under the Trust Indenture Act of 1939
of the United States.
Form of the Class A-1 Notes
Book-Entry Registration
The Class A-1 notes will be issued only in permanent book-entry format in
minimum denominations of US$100,000. While the notes are in book-entry format,
all references to actions by the Class A-1 noteholders will refer to actions
taken by the Depository Trust Company, DTC, upon instructions from its
participating organizations and all references in this prospectus to
distributions, notices, reports and statements to Class A-1 noteholders will
refer to distributions, notices, reports and statements to DTC or its nominee,
as the registered noteholder, for distribution to owners of the Class A-1 notes
in accordance with DTC's procedures.
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Class A-1 noteholders may hold their interests in the Class A-1 notes
through DTC, in the United States, or Clearstream Banking, societe anonyme,
Clearstream, Luxembourg (previously named Cedelbank) or the Euroclear System,
in Europe, if they are participants in those systems, or indirectly through
organizations that are participants in those systems. Cede & Co., as nominee
for DTC, will hold the Class A-1 notes. Clearstream, Luxembourg and Euroclear
will hold omnibus positions on behalf of their respective participants, through
customers' securities accounts in Clearstream, Luxembourg and Euroclear's names
on the books of their respective depositaries. The depositaries in turn will
hold the positions in customers' securities accounts in the depositaries' names
on the books of DTC.
DTC has advised the manager and the underwriters that it is:
. a limited-purpose trust company organized under the New York Banking
Law;
. a "banking organization" within the meaning of the New York Banking
Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered under the provisions of Section 17A of
the Exchange Act.
DTC holds securities for its participants and facilitates the clearance
and settlement among its participants of securities transactions, including
transfers and pledges, in deposited securities through electronic book-entry
changes in its participants' accounts. This eliminates the need for physical
movement of securities. DTC participants include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
Indirect access to the DTC system is also available to others including
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Transfers between participants on the DTC system will occur in accordance
with DTC rules. Transfers between participants on the Clearstream, Luxembourg
system and participants on the Euroclear system will occur in accordance with
their rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg participants or Euroclear participants, on the other, will be
effected by DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by that system's depositary. However, these
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in that system in
accordance with its rules and procedures and within its established deadlines,
European time. The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its
depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
DTC.
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Clearstream, Luxembourg participants and Euroclear participants may not deliver
instructions directly to their system's depositary.
Because of time-zone differences, credits of securities in Clearstream,
Luxembourg or Euroclear as a result of a transaction with a DTC participant
will be made during the subsequent securities settlement processing, dated the
business day following the DTC settlement date. The credits for any
transactions in these securities settled during this processing will be
reported to the relevant Clearstream, Luxembourg participant or Euroclear
participant on that business day. Cash received in Clearstream, Luxembourg or
Euroclear as a result of sales of securities by or through a Clearstream,
Luxembourg participant or a Euroclear participant to a DTC participant will be
received and available on the DTC settlement date.
However, it will not be available in the relevant Clearstream, Luxembourg
or Euroclear cash account until the business day following settlement in DTC.
Purchases of Class A-1 notes held through the DTC system must be made by
or through DTC participants, which will receive a credit for the Class A-1
notes on DTC's records. The ownership interest of each actual Class A-1
noteholder is in turn to be recorded on the DTC participants' and indirect
participants' records. Class A-1 noteholders will not receive written
confirmation from DTC of their purchase. However, Class A-1 noteholders are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the DTC participant or
indirect participant through which the Class A-1 noteholder entered into the
transaction. Transfers of ownership interests in the Class A-1 notes are to be
accomplished by entries made on the books of DTC participants acting on behalf
of the Class A-1 noteholders. Class A-1 noteholders will not receive notes
representing their ownership interest in offered Class A-1 notes unless use of
the book-entry system for the Class A-1 notes is discontinued.
To facilitate subsequent transfers, all securities deposited by DTC
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of securities with DTC and their registration in the name of Cede &
Co. effects no change in beneficial ownership. DTC has no knowledge of the
actual Class A-1 noteholders of the Class A-1 notes; DTC's records reflect only
the identity of the DTC participants to whose accounts the Class A-1 notes are
credited, which may or may not be the actual beneficial owners of the Class A-1
notes. The DTC participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to DTC
participants, by DTC participants to indirect participants, and by DTC
participants and indirect participants to Class A-1 noteholders will be
governed by arrangements among them and by any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote on behalf of the notes.
Under its usual procedures, DTC mails an omnibus proxy to the issuer trustee or
the security trustee as soon as possible after the record date, which assigns
Cede & Co.'s consenting or voting rights to those DTC participants to whose
accounts the Class A-1 notes are credited on the record date, identified in a
listing attached to the proxy.
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Principal and interest payments on the Class A-1 notes will be made to
DTC. DTC's practice is to credit its participants' accounts on the applicable
distribution date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
that distribution date. Standing instructions, customary practices, and any
statutory or regulatory requirements as may be in effect from time to time will
govern payments by DTC participants to Class A-1 noteholders. These payments
will be the responsibility of the DTC participant and not of DTC, the issuer
trustee, the Class A-1 note trustee or the principal paying agent. Payment of
principal and interest to DTC is the responsibility of the issuer trustee,
disbursement of the payments to DTC participants is the responsibility of DTC,
and disbursement of the payments to Class A-1 noteholders is the responsibility
of DTC participants and indirect participants.
DTC may discontinue providing its services as securities depository for
the Class A-1 notes at any time by giving reasonable notice to the principal
paying agent. Under these circumstances, if a successor securities depository
is not obtained, definitive notes are required to be printed and delivered.
According to DTC, the foregoing information about DTC has been provided
for informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
Clearstream, Luxembourg is a company with limited liability incorporated
under the laws of Luxembourg. Clearstream, Luxembourg holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Clearstream, Luxembourg participants through
electronic book-entry changes in accounts of Clearstream, Luxembourg
participants, thereby eliminating the need for physical movement of notes.
Transactions may be settled by Clearstream, Luxembourg in any of 36 currencies,
including U.S. dollars.
Clearstream, Luxembourg participants are financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust
companies, and clearing corporations. Indirect access to Clearstream,
Luxembourg is also available to others, including banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Clearstream, Luxembourg participant, either directly or indirectly.
The Euroclear System was created in 1968 to hold securities for its
participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment. This eliminates the need for physical movement of notes. Transactions
may be settled in any of 32 currencies, including U.S. dollars.
The Euroclear System is operated by Morgan Guaranty Trust Company of New
York, Brussels, Belgium office, the Euroclear operator, under contract with
Euroclear Clearance System, Societe Cooperative, a Belgium cooperative
corporation, the Euroclear cooperative. All operations are conducted by the
Euroclear operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear operator, not the
Euroclear cooperative. The board of the Euroclear cooperative establishes
policy for the Euroclear System.
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Euroclear participants include banks, including central banks, securities
brokers and dealers and other professional financial intermediaries. Indirect
access to the Euroclear System is also available to other firms that maintain a
custodial relationship with a Euroclear participant, either directly or
indirectly.
Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System. These terms and
conditions govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System, and receipts of
payments for securities in the Euroclear System. All securities in the
Euroclear System are held on a fungible basis without attribution of specific
notes to specific securities clearance accounts. The Euroclear operator acts
under these terms and conditions only on behalf of Euroclear participants and
has no record of or relationship with persons holding through Euroclear
participants.
Clearstream, Luxembourg and Euroclear have established an electronic
bridge between their two systems across which their respective participants may
settle trades with each other.
Distributions on the Class A-1 notes held through Clearstream, Luxembourg
or Euroclear will be credited to the cash accounts of Clearstream, Luxembourg
participants or Euroclear participants in accordance with the relevant system's
rules and procedures, to the extent received by its depositary. These
distributions must be reported for tax purposes in accordance with United
States tax laws and regulations. Clearstream, Luxembourg or the Euroclear
operator, as the case may be, will take any other action permitted to be taken
by a Class A-1 noteholder on behalf of a Clearstream, Luxembourg participant or
Euroclear participant only in accordance with its rules and procedures, and
depending on its depositary's ability to effect these actions on its behalf
through DTC.
Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of interests in Class A-1
notes among participants of DTC, Clearstream, Luxembourg and Euroclear, they
are under no obligation to perform or continue to perform these procedures and
these procedures may be discontinued at any time.
Definitive Notes
Class A-1 notes issued in definitive form are referred to in this
prospectus as "definitive notes." Class A-1 notes will be issued as definitive
notes, rather than in book entry form to DTC or its nominee, only if one of the
following events occurs:
. DTC or any replacement clearing agency, advises the Class A-1 note
trustee in writing that DTC or such replacement clearing agency is no
longer willing or able to discharge properly its responsibilities as
depository for the Class A-1 notes, and the manager is not able to
locate a qualified successor;
. the manager, at its option, advises the issuer trustee, the Class A-1
note trustee and DTC or any replacement clearing agency in writing
that Class A-1 definitive notes are to be issued in replacement of
the Class A-1 book-entry notes; or
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. an event of default under the security trust deed has occurred and is
subsisting and the beneficial owners of Class A-1 notes with an
aggregate Invested Amount of greater than 50% of the aggregate
Invested Amount of all the Class A-1 notes, advise the issuer
trustee, through DTC or any replacement clearing agency, that the
continuation of a book-entry system is no longer in the best
interests of the beneficial owners of the Class A-1 notes.
If any of these events occurs, the issuer trustee, at the direction of
the manager, must within 30 days of such event instruct DTC (or its
replacement) to notify all of the beneficial owners of the Class A-1 notes of
the occurrence of the event and of the availability of definitive notes. DTC
will then surrender the Class A-1 book-entry notes and provide the relevant
registration instructions to the issuer trustee. The issuer trustee will then
issue and execute and the Class A-1 note trustee will authenticate and deliver
Class A-1 definitive notes of the same aggregate Invested Amount as those Class
A-1 book-entry notes. Class A-1 notes will be serially numbered if issued in
definitive form.
No noteholder will be entitled to receive a Class A-1 definitive note
representing its interest, except as described in the preceding paragraph.
Definitive notes will be transferable and exchangeable at the specified
offices of the Class A-1 note registrar. The Bank of New York, New York Branch
is the initial Class A-1 note registrar and its initial specified offices are
located at 101 Barclay Street, 21W, New York, New York, 10286 and c/o The Bank
of New York, London Branch, One Canada Square, Corporate Trust Services, 48th
Floor, London E14 5AL, U.K. The Class A-1 note registrar must at all times have
specified offices in London and New York. The Class A-1 note registrar will not
impose a service charge for any registration of transfer or exchange, but may
require payment of an amount sufficient to cover any tax or other governmental
charge. The Class A-1 note registrar will not be required to register the
transfer or exchange of definitive notes within the thirty days preceding a
distribution date or within a period, not exceeding thirty days, specified by
the Class A-1 note trustee prior to any meeting which includes Class A-1
noteholders under the master trust deed or the security trust deed.
Distributions on the Notes
Collections in respect of interest and principal will be received during
each quarterly collection period. Collections include the following:
. payments of interest, principal, fees and other amounts under the
housing loans, excluding any insurance premiums and related charges
payable to Commonwealth Bank;
. proceeds from the enforcement of the housing loans and mortgages and
other securities relating to those housing loans;
. amounts received under mortgage insurance policies;
. amounts received from the seller or servicer for breaches of
representations or undertakings; and
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. interest on amounts in the collections account, other than certain
excluded amounts, and income received on Authorized Short-Term
Investments of the trust, other than certain excluded amounts.
The issuer trustee will make its payments on a quarterly basis on each
distribution date, including payments to noteholders and redraw bondholders,
from collections received during the preceding collection period and from
amounts received under Support Facilities on or prior to the distribution date.
Certain amounts received by the issuer trustee are not distributed on a
distribution date. These amounts include cash collateral lodged with the issuer
trustee by a Support Facility provider or the seller and interest on that cash
collateral.
Key Dates and Periods
The following are the relevant dates and periods for the allocation of
cashflows and their payments.
Accrual Period................... means each period commencing on and
including a distribution date and ending
on but excluding the next distribution
date. However, the first and last accrual
periods are as follows:
. first: the period from and including
the closing date to but excluding the
first distribution date;
. last: the period from and including
the distribution date immediately
preceding the date upon which the
Class A-1 notes are redeemed to but
excluding the date upon which the
Class A-1 notes are redeemed.
Collection Period................ means, with respect to each determination
date, the period commencing on and
including the previous determination date
and ending on but excluding that
determination date. However, the first
collection period is the period from and
including the cut-off date to but
excluding the first determination date.
Determination Date...............
The first day of each July, October,
January and April. The first
determination date is July 1, 2000.
Distribution Date................
The 12th day of each of July, October,
January and April, or, if the 12th day is
not a Business Day, then the next
Business Day. The first distribution date
is July 12, 2000.
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Example Calendar
The following example calendar for a quarter assumes that all relevant
days are Business Days:
Collection Period.............
Determination Date............ July 1 to September 30
Distribution Date............. October 1
Accrual Period................ October 12
July 12 to October 11
Calculation of Available Income Amount
Payments of interest, fees and amounts otherwise of an income nature,
including payments of interest on the notes and redraw bonds, are made from the
available income amount.
The Available Income Amount for a determination date and the following
distribution date means the aggregate of:
. the Finance Charge Collections for the preceding collection period
which are the following amounts received by or on behalf of the
issuer trustee during that collection period:
. all amounts received in respect of interest, fees, government
charges and other amounts due under the housing loans but not
including principal and any insurance premiums or related charges
payable to the seller;
. all amounts of interest in respect of the housing loans to the
extent that the obligation to pay is discharged by a right of set-
off or right to combine accounts; and
. break costs but only to the extent that these are not paid to the
fixed rate swap provider under the fixed rate swap;
. the Mortgage Insurance Interest Proceeds for that determination date
which are amounts received by the issuer trustee under a mortgage
insurance policy which the manager determines should be accounted for
on that determination date in respect of a loss of interest, fees,
charges and certain property protection and enforcement expenses on a
housing loan;
. Other Income for that collection period which means:
. certain damages or equivalent, including amounts paid by the
seller in respect of breaches of representations or warranties in
relation to the housing loans, in respect of interest or fees on
the housing loans received from the servicer or seller during the
collection period;
. other damages received by the issuer trustee during the collection
period from the servicer, the seller or any other person and
allocated by the manager as other income;
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. amounts received upon a sale of the housing loans in respect of
interest or fees if the trust terminates as described under
"Termination of the Trust";
. interest, if any, on the collections account, other than interest
in respect of cash collateral lodged by a Support Facility
provider or the seller in the collections account, and amounts, if
any, paid by the servicer representing interest on collections
retained by the servicer for longer than 5 business days after
receipt;
. income earned on Authorized Short-Term Investments received during
the collection period other than interest in respect of cash
collateral lodged by a Support Facility provider or the seller in
an account other than the collections account;
. certain tax credits; and
. other receipts in the nature of income, as determined by the
manager, received by the determination date;
. any advance under the liquidity facility due to be made on the
distribution date in order to meet an income shortfall; and
. any other amounts received from a Support Facility provider on or
prior to the distribution date which the manager determines should be
included in the Available Income Amount.
Based upon the margins payable by Commonwealth Bank on the basis swap and
the fixed rate swap, and assuming that payments are made when due under the
housing loans, it is expected that there will be sufficient Available Income
Amount to cover all the known obligations of the trust on each distribution
date, including interest on the notes, plus a buffer.
Liquidity Facility Advance
If the manager determines on any determination date that there is an
income shortfall, the manager must direct the issuer trustee to make a drawing
under the liquidity facility in an amount equal to the lesser of the amount of
the income shortfall and the unutilized portion of the liquidity limit, if any.
An income shortfall is the amount by which the payments to be made from
the Available Income Amount, other than reimbursement of principal charge-offs
or payment to the residual unitholder, exceed the aggregate of the Finance
Charge Collections, the Mortgage Insurance Interest Proceeds and Other Income
in relation to that distribution date.
Distribution of the Available Income Amount
On each distribution date, the Available Income Amount for that
distribution date is allocated in the following order of priority:
. first, to payment of any taxes in relation to the trust including
government charges paid by the servicer for the issuer trustee;
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. second, payment of the issuer trustee's fee;
. third, payment of the security trustee's fee;
. fourth, payment of the manager's fee;
. fifth, payment of the servicer's fee;
. sixth, payment of the commitment fee payable under the liquidity
facility;
. seventh, rateably towards payment of any amounts due to a support
facility provider under a Support Facility, including interest due on
advances outstanding under the liquidity facility and payments under
the fixed rate swap and the basis swap, but not including any
payments under support facilities detailed above or below or which
are properly payable from the Principal Amount;
. eighth, payment of all costs, charges and expenses incurred by the
issuer trustee in administering the trust, other than as detailed
above or below or which are payable from the Principal Amount;
. ninth, payment of the commitment fee payable under the standby redraw
facility;
. tenth, repayment of any liquidity facility advance made on or prior
to the previous distribution date and then outstanding;
. eleventh, while a currency swap remains in place for Class A-1 notes
and payments are being made under it by the issuer trustee, rateably
between themselves:
. payment to the currency swap providers of the A$ Class A-1
Interest Amount in relation to that distribution date and any
unpaid A$ Class A-1 Interest Amounts from prior distribution dates
and interest on those unpaid amounts, in return for which the
currency swap providers will pay the principal paying agent for
distribution to the Class A-1 noteholders as described in "The
Currency Swap--Interest Payments" below;
. payment of interest in relation to the Class A-2 notes for the
accrual period ending on that distribution date and any unpaid
interest in relation to the Class A-2 notes from prior
distribution dates and interest on that unpaid interest;
. payment of interest in relation to the redraw bonds for the
accrual period ending on that distribution date and any unpaid
interest in relation to the redraw bonds from prior distribution
dates and interest on that unpaid interest; and
. payment of the interest due on that distribution date under the
standby redraw facility and any interest remaining unpaid from
prior distribution dates and interest on that unpaid interest;
. twelfth, while a currency swap remains in place for Class A-1 notes
and payments are being made under it by the issuer trustee, payment
of interest in relation to the Class B notes for the accrual period
ending on that distribution
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date and any unpaid interest in relation to the Class B notes from
prior distribution dates and interest on that unpaid interest;
. thirteenth, while a currency swap remains in place for Class A-1
notes and payments are being made under it by the issuer trustee, to
reimburse any principal charge-offs as an allocation to the Principal
Amount on that distribution date; and
. fourteenth, while a currency swap remains in place for Class A-1
notes and payments are being made under it by the issuer trustee, to
the residual unitholder.
The issuer trustee shall only make a payment under the bullet points
above to the extent that any Available Income Amount remains from which to make
the payment after amounts with priority to that payment have been distributed.
On the first distribution date, prior to any allocation or payment
described above, the issuer trustee will first apply the Available Income
Amount to pay to the seller the Accrued Interest Adjustment.
Interest on the Notes
Calculation of interest payable on the notes
The period that any notes or redraw bonds accrue interest is divided into
accrual periods. The first accrual period in respect of the notes commences on
and includes the closing date and ends on but excludes the first distribution
date. Each subsequent accrual period commences on and includes a distribution
date and ends on but excludes the following distribution date. The Class A-1
notes accrue interest from and including the closing date to but excluding the
day upon which the final accrual period ends. The final accrual period for the
Class A-1 notes will end on, but exclude, the earlier of: the date upon which
the Stated Amount of the Class A-1 notes is reduced to zero; the date upon
which the Class A-1 notes are redeemed, unless upon presentation payment is
improperly withheld in which case interest will continue to accrue until the
earlier of the day on which the noteholder receives all sums due in respect of
the Class A-1 note or the seventh day after notice is given to the noteholder
that, where this is required, upon presentation of the Class A-1 note such
payment will be made, provided that payment is in fact made; and the date upon
which the Class A-1 note is deemed to be redeemed.
Up to, but excluding, the distribution date falling in July, 2007, the
interest rate for the Class A-1 notes for each accrual period will be equal to
LIBOR for that accrual period plus %. If the issuer trustee has not redeemed
or attempted to redeem all of the Class A-1 notes by the distribution date
falling in July, 2007, then subject to the following, the interest rate for
each accrual period commencing on or after that date will be equal to LIBOR for
that accrual period plus %.
If the issuer trustee, at the direction of the manager, proposes to
exercise its option to redeem the notes and redraw bonds on a distribution date
on or after July, 2007 at their Stated Amount rather than their Invested
Amount, as described in "Optional Redemption of
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the Notes" below, but is unable to do so because, following a meeting of
noteholders and redraw bondholders convened under the provisions of the
security trust deed by the manager for this purpose, the noteholders and redraw
bondholders have not approved by an Extraordinary Resolution the redemption of
the notes and redraw bonds at their Stated Amounts, then the interest rate for
the Class A-1 notes for each accrual period commencing on or after that
distribution date will be equal to LIBOR for that accrual period plus .
The interest rates for the Class A-2 notes and the Class B notes for an
accrual period will be equal to the Bank Bill Rate for that accrual period plus
the relevant margin applicable to those notes. The margin applicable to the
Class A-2 notes will increase from the accrual period commencing on the
distribution date in July, 2007 if the Class A-2 notes have not been redeemed
by that date provided that the margin will not increase, or will revert to the
lower margin, if the issuer trustee is unable to exercise its option to redeem
the notes and redraw bonds at their Stated Amounts as described in the
preceding paragraph. If redraw bonds are issued the interest rate applicable to
them will be equal to the Bank Bill Rate plus a margin determined at the time
of their issue. The interest rates for the Class A-2 notes, the Class B notes
and the redraw bonds, if any, for each accrual period are calculated by the
manager.
With respect to any distribution date, interest on a note or any redraw
bond will be calculated as the product of:
. the Invested Amount of that note or redraw bond as of the first day
of that accrual period, after giving effect to any payments of
principal made with respect to such note or redraw bond on such day;
. the interest rate for such note or redraw bond for that accrual
period; and
. a fraction, the numerator of which is the actual number of days in
that accrual period and the denominator of which is 360 days for the
Class A-1 notes, or 365 days for the Class A-2 notes, the Class B
notes and any redraw bonds.
Interest will accrue on any unpaid interest in relation to a note or
redraw bond at the interest rate that applies from time to time to that note or
redraw bond until that unpaid interest is paid.
Calculation of LIBOR
On the second business day in London and New York before the beginning of
each accrual period, the agent bank will determine LIBOR for the next accrual
period.
Determination of the Available Principal Amount
Payments of principal, including repayment of principal on the notes and
redraw bonds, are made from the Available Principal Amount. The Available
Principal Amount for a determination date and the following distribution date
means the aggregate of:
. the Principal Collections for the preceding collection period which
are all amounts received during the collection period in respect of
principal on the
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housing loans, except as described below, and includes principal to
the extent that an obligation to pay principal on a housing loan is
discharged by a right of set-off or right to combine accounts;
. the Mortgage Insurance Principal Proceeds for the determination date
which are all amounts received by the issuer trustee under a mortgage
insurance policy which the manager determines should be accounted for
on the determination date in respect of a loss of principal and
certain property restoration expenses on a housing loan;
. Other Principal Amounts which are amounts received in respect of
principal on the housing loans including:
. proceeds of the liquidation of a housing loan following
enforcement, other than amounts included in Finance Charge
Collections, received during the collection period;
. principal prepayments under the housing loans received during the
collection period;
. certain damages or equivalent, including amounts paid by the
seller in respect of breaches of representations or warranties in
relation to the housing loans, in respect of principal received
from the servicer or the seller during the collection period;
. other damages received by the issuer trustee during the collection
period from the servicer, the seller or any other person and
allocated by the manager as Other Principal Amounts;
. amounts received upon a sale of the housing loans in respect of
principal if the trust terminates as described under "Termination
of the Trust";
. in relation to the first determination date, the amount, if any,
by which subscription proceeds of the notes exceed the aggregate
of the principal outstanding on the housing loans as at the cut-
off date;
. any amount rounded down on payments of principal on the previous
distribution date; and
. any other receipts in the nature of principal as determined by the
manager which have been received by the determination date;
. Principal Charge-Off Reimbursement which is the excess of the
Available Income Amount for the determination date available to be
applied towards unreimbursed principal charge-offs;
. Standby Redraw Facility Advance which is any advance to be made under
the standby redraw facility on that distribution date; and
. Redraw Bond Amount which is the total subscription proceeds of redraw
bonds issued on the determination date or during the collection
period, but after the immediately preceding determination date.
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Distribution of the Available Principal Amount
On each distribution date, the Available Principal Amount for that
distribution date is allocated in the following order of priority:
. first, repayment to the seller of any redraws and further advances
under the housing loans, other than further advances which cause the
related housing loan to be removed from the trust, made during or
prior to the collection period then ended and which are then
outstanding;
. second, repayment to the standby redraw facility provider of the
principal outstanding under the standby redraw facility as reduced by
any principal charge-offs or increased by any reimbursement of
principal charge-offs on or prior to that distribution date;
. third, equally amongst the redraw bonds in order of their issue until
their Stated Amounts are reduced to zero on the basis that a redraw
bond receives no principal repayment until the Stated Amount of all
earlier issued redraw bonds has been reduced to zero;
. fourth, while a currency swap remains in place for Class A-1 notes
and payments are being made under it by the issuer trustee, to the
currency swap providers in respect of principal payments on the Class
A-1 notes and amongst the Class A-2 notes and the Class B notes in
the manner described below under the heading "Allocation of Principal
to Class A Notes and Class B Notes";
. fifth, while a currency swap remains in place for Class A-1 notes and
payments are being made under it by the issuer trustee, to the
residual unitholder.
The issuer trustee shall only make a payment under the bullet points
above to the extent that any Available Principal Amount remains from which to
make the payment after amounts with priority to that payment have been
distributed.
Allocation of Principal to Class A Notes and Class B Notes
That part of the Available Principal Amount which is available on a
distribution date for repayment of the Stated Amount of the Class A and Class B
notes is applied as follows.
The amount available for repayment of the Stated Amount of the notes,
under the fourth bullet point above, is divided between Net Principal
Collections and Net Unscheduled Principal. The Net Principal Collections are
the remaining Principal Collections available after prior applications in the
preceding three bullet points and the Net Unscheduled Principal is the
remaining Mortgage Insurance Principal Proceeds, Other Principal Amounts,
Principal Charge-off Reimbursement, Standby Redraw Facility Advance and Redraw
Bond Amount after prior applications in the preceding three bullet points. This
is determined on the basis that in applying the Available Principal Amount the
issuer trustee first applies the Mortgage Insurance Principal Proceeds, the
Other Principal Amounts, the Principal Charge-off Reimbursement, the Standby
Redraw Facility Advance and the Redraw Bond Amount and then, only after these
have been applied in full, applies the Principal Collections.
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The amount to be applied towards repayment of the Stated Amount of the
Class A notes on a distribution date is determined as follows:
The amount to be applied to repayment is:
<TABLE>
<S> <C> <C> <C> <C> <C>
(NPC+NUP)X SACAN + NUPX SACBN XSP
SAN SAN
</TABLE>
( ) ( )
where:
. NPC is the Net Principal Collections;
. NUP is the Net Unscheduled Principal;
. SACAN is the aggregate Stated Amount of the Class A notes on the
preceding determination date, converted, in the case of the Class A-1
notes, to Australian dollars at the A$ Exchange Rate;
. SACBN is the aggregate Stated Amount of the Class B Notes on the
preceding determination date;
. SAN is the aggregate Stated Amount of all notes on the preceding
determination date, converted, in the case of the Class A-1 notes, to
Australian dollars at the A$ Exchange Rate; and
. SP is the Stepdown Percentage.
The effect of the above calculation is that Class A noteholders receive
their proportional share of the Net Principal Collections and the Net
Unscheduled Principal (based upon the Stated Amounts of the notes) and also
receive the Stepdown Percentage (which may vary between 0% and 100%) of the
Class B noteholders' proportional share of the Net Unscheduled Principal. The
remaining part of the Available Principal Amount is applied towards repayment
of the Stated Amount of the Class B notes.
The amount to be applied towards repayment of the Stated Amount of the
Class A notes on the distribution date is applied rateably based upon the
aggregate Stated Amounts of the Class A-1 and A-2 notes converted, in the case
of the Class A-1 notes, to Australian dollars at the A$ Exchange Rate, towards:
. payment to the currency swap providers in respect of repayment of the
Stated Amount of the Class A-1 notes;
. payment equally amongst the Class A-2 notes in reduction of the
Stated Amount of the Class A-2 notes,
until the Stated Amount of the Class A notes is reduced to zero.
The balance of the Net Principal Collections and the Net Unscheduled
Principal is applied on that distribution date equally amongst the Class B
notes in reduction of the Stated Amount of the Class B notes until the Stated
Amount of the Class B notes is reduced to zero.
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Redraws and Further Advances
The seller may make redraws and further advances to borrowers under the
housing loans. The seller is entitled to be reimbursed by the issuer trustee
for redraws and further advances other than further advances which cause the
related housing loan to be removed from the trust. The seller will be
reimbursed from the Available Principal Amount including proceeds of advances
under the standby redraw facility and proceeds from the issue of redraw bonds.
Standby Redraw Facility
If the manager determines that there is a redraw shortfall on a
determination date, the manager may direct the issuer trustee in writing to
make a drawing under the standby redraw facility on a distribution date equal
to the lesser of the redraw shortfall and the unutilized portion of the redraw
limit, if any.
A redraw shortfall is the amount by which the redraws and further
advances to be repaid to the seller on that distribution date exceed the
aggregate of the Principal Collections, the Mortgage Insurance Principal
Proceeds, the Other Principal Amounts and the Principal Charge-off
Reimbursement in relation to that distribution date.
Issue of Redraw Bonds
If prior to a determination date the manager considers that the aggregate
of the Principal Collections, the Mortgage Insurance Principal Proceeds, the
Other Principal Amounts, the Principal Charge-off Reimbursement in relation to
the determination date and the Standby Redraw Facility Advance that will be
available to be made with respect to the following distribution date are likely
to be insufficient to pay in full the manager's estimate of:
. the redraws and further advances to be repaid to the seller on that
distribution date; and
. the outstanding principal under the standby redraw facility as
reduced by any principal charge-offs or increased by any
reimbursement of principal charge-offs prior to that distribution
date,
the manager may direct the issuer trustee to issue redraw bonds. The manager
must not direct the issuer trustee to issue redraw bonds unless it considers
that on the following distribution date, taking into account that issue of
redraw bonds and any repayments of principal and principal charge-offs or
reimbursement of principal charge-offs on the redraw bonds expected on that
distribution date, the aggregate Stated Amount of all redraw bonds will not
exceed on that distribution date A$50,000,000 or such other amount agreed
between the manager and the rating agencies and notified to the issuer trustee.
Before issuing any redraw bonds, the issuer trustee must receive written
confirmation from each rating agency that the proposed issue of redraw bonds
will not result in a reduction, qualification or withdrawal of any credit
rating assigned by that rating agency to a
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note or redraw bond. The redraw bonds will be denominated in Australian dollars
and issued only in Australia.
Principal Charge-offs
In certain circumstances, amounts which are unrecoverable under a housing
loan will be absorbed by reducing the Stated Amount of a note or redraw bond or
by reducing the principal outstanding in respect of the standby redraw
facility. That reduction of the Stated Amount of a note or redraw bond or the
principal outstanding of the standby redraw facility is referred to as a
principal charge-off.
Application of Principal Charge-Offs
If the manager determines on a determination date that a principal loss
should be accounted for in respect of a housing loan, after taking into account
proceeds of enforcement of that housing loan and its securities, any relevant
payments under a mortgage insurance policy or damages from the servicer or the
seller, that principal loss will be allocated in the following order:
. first, equally amongst the Class B notes until the Stated Amount of
the Class B notes is reduced to zero; and
. secondly, rateably amongst the following according to, in the case of
the notes or redraw bonds, their Stated Amount converted, in the case
of the Class A-1 notes, to Australian dollars at the A$ Exchange
Rate:
. the Class A-1 notes;
. the Class A-2 notes;
. the redraw bonds; and
. the principal outstanding of the standby redraw facility,
until the Stated Amount of the Class A-1 and A-2 notes, the redraw
bonds and the principal outstanding of the standby redraw facility is
reduced to zero.
To the extent allocated, the principal loss will reduce the Stated Amount
of the notes and redraw bonds and will reduce the principal outstanding of the
standby redraw facility as from the following distribution date. The principal
loss allocated is an Australian dollar amount. Where this is allocated to a
Class A-1 note, the Stated Amount of the Class A-1 note is reduced by an
equivalent US dollar amount converted at the US$ Exchange Rate.
Reimbursements of Principal Charge-Offs
Principal charge-offs may be reimbursed on a subsequent distribution date
where there is excess income available after payment of all fees and expenses
of the trust and interest on that distribution date. Reimbursement of principal
charge-offs will only occur to the extent that there are unreimbursed principal
charge-offs and will be allocated in the following order:
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. first rateably amongst the following according to their unreimbursed
principal charge-offs converted, in the case of the Class A-1 notes,
to Australian dollars at the A$ Exchange Rate:
. the Class A-1 notes;
. the Class A-2 notes;
. the redraw bonds; and
. the principal outstanding of the standby redraw facility,
in reduction of their unreimbursed charge-offs until these are
reduced to zero; and
. second, equally amongst the Class B notes until the unreimbursed
charge-offs of the Class B notes are reduced to zero.
A reimbursement of a principal charge-off on a note or redraw bond will
increase the Stated Amount of that note or redraw bond and a reimbursement of a
principal charge-off on the standby redraw facility will increase the principal
outstanding of the standby redraw facility but the actual funds allocated in
respect of the reimbursement will be distributed as described in "Distribution
of the Available Principal Amount" above.
The amounts allocated for reimbursement of principal charge-offs are
Australian dollar amounts. Where such an amount is allocated to a Class A-1
note, the Stated Amount of the Class A-1 note is increased by an equivalent
U.S. dollar amount converted at the US$ Exchange Rate.
The Interest Rate Swaps
Purpose of the Interest Rate Swaps
Collections in respect of interest on the variable rate housing loans
will be calculated based on the servicer's administered variable rates.
Collections in respect of interest on the fixed rate housing loans will be
calculated based on the relevant fixed rates. However, the payment obligations
of the issuer trustee on the Class A-2 notes and the Class B notes and under
the currency swaps are calculated by reference to the Bank Bill Rate. To hedge
these interest rate exposures, the issuer trustee will enter into the basis
swap with the basis swap provider and the fixed rate swap with the fixed rate
swap provider. The basis swap and the fixed rate swap will be governed by a
standard form ISDA Master Agreement, as amended by a supplementary schedule and
confirmed by written confirmations in relation to each swap. The initial basis
swap provider and fixed rate swap provider will be Commonwealth Bank of
Australia, Level 7, 48 Martin Place, Sydney NSW 2000, Australia.
Basis Swap
On each distribution date the issuer trustee will pay to the basis swap
provider an amount calculated by reference to the interest payable by borrowers
on the variable rate housing loans during the preceding collection period and
the income earned by the trust on
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the collections account and any Authorized Short-Term Investments during that
collection period.
In return the basis swap provider will pay to the issuer trustee on each
distribution date an amount calculated by reference to the aggregate principal
amount outstanding of the variable rate housing loans as at the last day of the
collection period preceding the previous distribution date and the Bank Bill
Rate plus a margin.
The basis swap will terminate if the interest rate on the Class A notes
is increased following the distribution date in July, 2007, provided that the
weighted average of the variable rates charged on the housing loans is
sufficient, assuming that all relevant parties comply with their obligations
under the housing loans and the transaction documents, to ensure that the
issuer trustee has sufficient funds to comply with its obligations under the
transaction documents as they fall due. See "Description of the Transaction
Documents--Servicing of the Housing Loans--Administer Interest Rates" in
relation to the servicer's obligations with respect to interest rates on the
variable rate housing loans if the basis swap is terminated.
Fixed Rate Swap
On each distribution date the issuer trustee will pay to the fixed rate
swap provider an amount calculated by reference to the interest payable by
borrowers on the fixed rate housing loans, other than housing loans in relation
to which the issuer trustee has entered into an individual fixed rate swap as
described below, during the preceding collection period and the income earned
by the trust on the collections account and any Authorized Short-Term
Investments during that collection period.
In return the fixed rate swap provider will pay to the issuer trustee on
each distribution date an amount calculated by reference to the aggregate
principal amount outstanding of the fixed rate housing loans as at the last day
of the collection period preceding the previous distribution date and the Bank
Bill Rate plus a margin.
In addition, if a borrower prepays a loan subject to a fixed rate of
interest, or otherwise terminates a fixed rate period under a housing loan, the
issuer trustee will normally be entitled to receive from the borrower a break
cost or the issuer trustee will be required to pay to the borrower a break
benefit.
A break cost is currently payable by the borrower to the issuer trustee
where the terminated fixed rate under the housing loan is greater than the
current equivalent fixed rate product offered by the seller for the remaining
term of the housing loan. Under the seller's current policies and procedures,
prepayments of up to $5,000 in any 12 month period may be made by a borrower
without incurring break costs, see "Commonwealth Bank Residential Loan
Program--Special Features of the Housing Loans--Early Repayment." A break
benefit is payable by the issuer trustee to the borrower where the terminated
fixed rate under the housing loan is less than the equivalent fixed rate
product offered by the seller for the remaining term of the housing loan
unless, under the seller's current policies and procedures,
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the prepayments are less than or equal to $5,000 in any 12 month period. If the
break period is not a whole year an interpolated rate is used.
While the fixed rate swap is operating the net difference between break
costs and break benefits for all housing loans for a collection period is
either paid by the fixed rate swap provider, where the difference is a negative
number, or paid to the fixed rate swap provider, where the difference is a
positive number, on each distribution date. While the fixed rate swap is
operating, break costs are not included within the Available Income Amount and
break benefits are not considered to be expenses of the trust.
The method for calculation of break costs and break benefits may change
from time to time according to the business judgment of the servicer.
Other Swaps
The issuer trustee and the fixed rate swap provider may agree to enter
into separate fixed rate swaps in relation to one or more housing loans under
which the issuer trustee will pay the fixed rate swap provider the fixed
interest payable under the housing loans and the fixed rate swap provider will
pay the issuer trustee an amount calculated by reference to the Bank Bill Rate
plus a margin determined on or before the closing date.
In addition, if the servicer offers interest rate cap products to
borrowers, the issuer trustee and the fixed rate swap provider will enter into
swaps to hedge the issuer trustee's risks in relation to such interest rate
caps.
Termination by the Basis Swap and Fixed Rate Swap Provider
The basis swap and fixed rate swap provider will each have the right to
terminate the basis swap and the fixed rate swap, respectively, in the
following circumstances:
. if the issuer trustee fails to make a payment under either swap
within 10 days after notice of failure is given to the issuer
trustee;
. if due to a change in law it becomes illegal for either party to
make or receive payments, perform its obligations under any credit
support document or comply with any other material provision of the
basis swap or the fixed rate swap. However, only a swap affected by
the illegality may be terminated and each party affected by the
illegality must make efforts to transfer its rights and obligations
to avoid this illegality; or
. in the case of the basis swap only, at any time at the election of
the basis swap provider provided that at the date of termination the
weighted average of the variable rates charged on the housing loans
is sufficient, assuming that all relevant parties comply with their
obligations under the housing loans and the transaction documents,
to ensure that the issuer trustee has sufficient funds to comply
with its obligations under the transaction documents as they fall
due.
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Termination by the Issuer Trustee
The issuer trustee will have the right to terminate the basis swap or the
fixed rate swap in the following circumstances:
. if the swap provider fails to make a payment within 10 days after
notice of failure is given to the swap provider; or
. if due to a change in law it becomes illegal for either party to
make or receive payments, perform its obligations under any credit
support document or comply with any other material provision of the
basis swap or the fixed rate swap. However, only a swap affected by
the illegality may be terminated and each party affected by the
illegality must make certain efforts to transfer its rights and
obligations to avoid this illegality.
Fixed Rate Swap Provider Downgrade
If, as a result of the withdrawal or downgrade of its credit rating by
any rating agency, on any determination date the fixed rate swap provider does
not have:
. either a short term credit rating of at least A-1+ or a long term
credit rating of AA- by Standard & Poor's;
. a long term credit rating of at least A-2 by Moody's; and
. a short term rating of at least F1+ by Fitch,
the fixed rate swap provider must:
. obtain a counterparty acceptable to the manager, the issuer trustee,
and the rating agencies to enter into a swap with the issuer trustee
on substantially the same terms as the fixed rate swap;
. lodge cash collateral in an amount determined by the relevant rating
agencies or, in certain circumstances, determined under the fixed
rate swap; or
. enter into other arrangements satisfactory to the issuer trustee and
the manager which each rating agency confirms will not result in a
reduction, qualification or withdrawal of any credit rating assigned
by it to the notes or redraw bonds.
The fixed rate swap provider 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.
Basis Swap Provider Downgrade
If, as a result of the withdrawal or downgrade of its credit rating by
any rating agency, on any determination date the basis swap provider does not
have:
. either a short term credit rating of at least A-1+ or a long term
credit rating of AA- by Standard & Poor's;
. a short term credit rating of at least P-1 by Moody's; and
. a short term rating of at least F1+ by Fitch,
the basis swap provider must:
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. prepay the amount that is expected to be due, as determined by the
manager, from the basis swap provider to the issuer trustee on the
next distribution date; or
. enter into other arrangements satisfactory to the issuer trustee and
the manager which each rating agency confirms will not result in a
reduction, qualification or withdrawal of any credit rating assigned
by it to the notes or redraw bonds.
The basis swap provider may satisfy its obligations following a
withdrawal or downgrade of a credit rating in either of the above manners as it
elects from time to time.
Termination Payments
Upon termination of the fixed rate swap, a termination payment will be
due from the issuer trustee to the fixed rate swap provider or from the fixed
rate swap provider to the issuer trustee.
The termination payment in respect of fixed rate swap will be determined,
if possible, on the basis of quotations from leading dealers in the relevant
market to enter into a replacement transaction that would have the effect of
preserving the economic equivalent of any payment that would, but for the early
termination, have been required under the terms of the fixed rate swap.
No termination payment will be payable in respect of the termination of
the basis swap.
If the basis swap terminates then, unless and until the issuer trustee
has entered into a replacement basis swap or other arrangements which the
rating agencies have confirmed will not result in a reduction, qualification or
withdrawal of the credit ratings assigned to the notes or redraw bonds, the
servicer must adjust the rates of interest on the mortgage interest saver
accounts and, if necessary, the housing loans as described in "Description of
the Transaction Documents--Servicing of the Housing Loans--Administer Interest
Rates."
The Currency Swap
Purpose of the Currency Swap
Collections on the housing loans and receipts under the basis swap and
the fixed rate swap will be denominated in Australian dollars. However, the
payment obligations of the issuer trustee on the Class A-1 notes are
denominated in United States dollars. In addition, receipts by the issuer
trustee under the basis swap and the fixed rate swap are calculated by
reference to the Bank Bill Rate but the interest obligations of the issuer
trustee with respect to the Class A-1 notes are calculated by reference to
LIBOR. To hedge this currency and interest rate exposure, the issuer trustee
will enter into a currency swap agreement with each currency swap provider.
Each currency swap will be governed by a standard form ISDA Master Agreement,
as amended by a supplementary schedule and a credit support annex and confirmed
by a written confirmation.
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Principal Payments
On the closing date, the issuer trustee will pay the currency swap
providers the U.S. dollar proceeds of issue of the Class A-1 notes. In return,
the currency swap providers will pay to the issuer trustee the Australian
dollar equivalent of the proceeds of issue of the Class A-1 notes converted at
the US$ Exchange Rate.
On each distribution date, the issuer trustee will pay to the currency
swap providers the Australian dollar amount available to be applied towards
repayment of the Stated Amount of the Class A-1 notes. In return, the currency
swap providers will pay to the principal paying agent on behalf of the issuer
trustee the U.S. dollar equivalent of that amount converted at the A$ Exchange
Rate for distribution to the Class A-1 noteholders in accordance with the
agency agreement in reduction of the Stated Amount of the Class A-1 notes.
Interest Payments
On each distribution date, the issuer trustee will pay to the currency
swap providers an aggregate amount, the A$ Class A-1 Interest Amount,
calculated by reference to the Australian dollar equivalent of the aggregate
Invested Amount of the Class A-1 notes as at the preceding distribution date
converted at the US$ Exchange Rate and the Bank Bill Rate plus a margin.
In return, the currency swap providers will pay to the principal paying
agent on behalf of the issuer trustee amounts in aggregate equal to the
interest due in respect of the Class A-1 notes on that distribution date for
distribution to Class A-1 noteholders in accordance with the agency agreement.
If the issuer trustee does not have sufficient funds under the series
supplement to pay the full amount owing to the currency swap providers in
respect of the above payment the currency swap providers are not required to
make the corresponding payments to the principal paying agent and, after the
applicable grace period, the currency swap providers may terminate the currency
swaps. The manner of determining whether the issuer trustee will have
sufficient funds to pay the currency swap providers that amount on a
distribution date is described in "Distribution of the Available Income Amount"
above. A failure of the issuer trustee to pay an amount owing under a currency
swap, if not remedied within the applicable grace period, will be an event of
default under the security trust deed.
Termination by a Currency Swap Provider
A currency swap provider will have the right to terminate the relevant
currency swap in the following circumstances:
. if the issuer trustee fails to make a payment under the currency
swap within 10 days after notice of failure is given to the issuer
trustee;
. if due to a change in or a change in interpretation of law it
becomes illegal other than as a result of the introduction of
certain exchange controls by an Australian governmental body for
either party to make or receive payments, perform its obligations
under any credit support document or comply with any other material
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provision of the currency swap. However, if the currency swap
provider is the party affected by the illegality, it must make
efforts to transfer its rights and obligations to avoid this
illegality;
. if due to any action taken by a taxation authority or a change in
tax law the currency swap provider is required to gross-up payments
on account of a non-resident withholding tax liability or receive
payments from which amounts have been withheld or deducted on
account of tax. However, the currency swap provider will only have
the right to terminate the currency swap if the Class A-1 note
trustee is satisfied that all amounts owing to Class A-1 noteholders
will be paid in full on the date on which the Class A-1 notes are to
be redeemed. In addition, whether or not the currency swap provider
can terminate the currency swap, following the occurrence of such an
event, the currency swap provider may novate the currency swap to
another counterparty with the consent of the standby swap provider,
as to which see "Jointly Supported Obligations" below, provided that
each rating agency has confirmed that this will not result in there
being a reduction, qualification or withdrawal of any credit rating
assigned by it to the Class A-1 notes; and
. if an event of default occurs under the security trust deed and the
security trustee has declared the Class A-1 notes immediately due and
payable.
Termination by the Issuer Trustee
The issuer trustee will have the right to terminate a currency swap in
the following circumstances:
. if the currency swap provider fails to make a payment under the
currency swap within 10 days after notice of failure is given to the
currency swap provider;
. if certain bankruptcy related events occur in relation to the
currency swap provider;
. if the currency swap provider merges with, or otherwise transfers
all or substantially all of its assets to, another entity and the
new entity does not assume all of the obligations of the currency
swap provider under the currency swap;
. if due to a change in or a change in interpretation of law it
becomes illegal other than as a result of the introduction of
certain exchange controls by an Australian governmental body for
either party to make or receive payments, perform its obligations
under any credit support document or comply with any other material
provision of the currency swap. However, if the currency swap
provider is the party affected by the illegality, it must make
efforts to transfer its rights and obligations to avoid this
illegality;
. if due to any action taken by a taxation authority or a change in
tax law the issuer trustee is required to receive payments from
which amounts have been withheld or deducted on account of tax and
no entitlement to a corresponding gross-up arises other than as a
result of its failure to perform certain tax covenants or, in
certain circumstances, a breach of its tax representations;
. if as a result of the currency swap provider merging with, or
otherwise transferring all or substantially all its assets to
another entity, the issuer trustee is
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required to receive payments from which a deduction or withholding
has been made on account of a non-resident withholding tax liability
and no entitlement to a corresponding gross-up arises other than as a
result of its failure to perform certain tax covenants, or, in
certain circumstances, a breach of its tax representations;
. if the currency swap provider fails to comply with its obligations
described in "Currency Swap Provider Downgrade" below following a
downgrade of its credit ratings, and that failure is not remedied
within 10 Business Days of notice of the failure being given to the
currency swap provider or such longer period as the issuer trustee
and the manager agree and the rating agencies confirm will not
result in a reduction, qualification or withdrawal of the credit
ratings assigned by them to the Class A-1 notes; and
. if an event of default occurs under the security trust deed and the
security trustee has declared the Class A-1 notes immediately due and
payable.
The issuer trustee may only terminate a currency swap with the prior written
consent of the Class A-1 note trustee.
Termination by the Class A-1 Note Trustee
If following an event that allows the issuer trustee to terminate a
currency swap the issuer trustee does not terminate the currency swap, the
Class A-1 note trustee may terminate the currency swap.
Currency Swap Provider Downgrade
If, as a result of the withdrawal or downgrade of its credit rating by
any rating agency, the currency swap providers do not have:
. either a long term joint credit rating of at least AA- by Standard &
Poor's or a short term joint credit rating of at least A-1+ by
Standard & Poor's;
. a long term joint credit rating of at least A2 by Moody's; and
. a long term joint credit rating of at least AA- by Fitch,
the currency swap providers must within:
. 30 Business Days, if the currency swap providers still have a long
term joint credit rating of at least A- by Standard & Poor's and a
short term joint credit rating of at least A-1 by Standard & Poor's,
and a long term joint credit rating of at least A3 by Moody's and a
long term joint credit rating of at least A- by Fitch; or
. 5 Business Days, in any other case,
or, in either case, such greater period as is agreed to in writing by the
relevant rating agency, at their cost and at their election:
. if the short term joint credit rating by Standard & Poor's is
greater than or equal to A-1 or the long term joint credit rating by
Standard & Poor's is greater than or equal to A- and the long term
joint credit rating by Fitch IBCA is greater than or equal to A-,
lodge collateral as determined under the currency swap and the
credit support annex;
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. enter into an agreement novating the currency swap to a replacement
counterparty or standby swap provider acceptable to the relevant
standby swap provider, as to which see "Jointly Supported
Obligations" below, and the manager and which each rating agency has
confirmed will not result in there being a reduction, qualification
or withdrawal of any credit rating assigned by it to the Class A-1
notes; or
. enter into other arrangements which each rating agency has confirmed
will not result in there being a reduction, qualification or
withdrawal of any credit rating assigned by it to the Class A-1
notes.
A currency swap provider 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.
If a currency swap provider lodges cash collateral with the issuer
trustee, any interest on that cash collateral will be paid to that currency
swap provider.
Termination Payments
Upon termination of a currency swap, a termination payment will be due
from the issuer trustee to the currency swap provider or from the currency swap
provider to the issuer trustee.
The termination payment in respect of a currency swap will be determined,
if possible, on the basis of quotations from leading dealers in the relevant
market to enter into a replacement transaction that would have the effect of
preserving the economic equivalent of any payment that would, but for the early
termination, have been required under the terms of the currency swap.
Replacement of the Currency Swap
If a currency swap is terminated prior to its scheduled termination date,
the issuer trustee may, at the direction of the manager, enter into one or more
replacement currency swaps on terms and with a counterparty which the rating
agencies confirm will not result in a reduction, qualification or withdrawal of
the credit ratings assigned by them to the Class A-1 notes. A termination
payment received by the issuer trustee upon termination of a currency swap may
be applied towards a premium payable to enter into a replacement currency swap
and a premium received by the issuer trustee upon entering into a new currency
swap may be applied towards a termination payment in respect of the terminated
currency swap.
Currency Swap Providers
The currency swap providers will be Merrill Lynch Capital Services Inc.
and Commonwealth Bank of Australia.
Merrill Lynch Capital Services Inc.
Merrill Lynch Capital Services Inc. ("MLCS") is a wholly owned subsidiary
of Merrill Lynch & Co. Inc. ("ML&Co."). ML&Co. is a holding company that,
through its subsidiaries and affiliates, provides investment, financing,
advisory, insurance and related
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services. MLCS's principal executive offices are located at 250 Vesey Street,
12th Floor, New York, New York 10281-1332 and its telephone number is 212-499-
1000. The obligations of MLCS in respect of its currency swap are guaranteed by
ML&Co. ML&Co. has a long term rating of AA from Fitch IBCA, Aa3 from Moody's
and AA- from Standard & Poor's, and a short term rating of A-1+ from Standard &
Poor's and F1+ from Fitch IBCA.
As of , 1999 ML&Co. and its subsidiaries had total assets of $ ,
total liabilities of $ , preferred securities issued by subsidiaries of
and total stockholder's equity of $ . ML&Co. currently files periodic
reports with the Securities and Exchange Commission pursuant to the Exchange
Act. The 1999 Annual Report of ML&Co. on Form 10-K was filed with the
Securities and Exchange Commission on , 2000. ML&Co. will provide without
charge to each person to whom this prospectus is delivered, on the request of
any such person, a copy of the Form 10-K referred to above. Written requests
should be directed to: Merrill Lynch & Co., Inc., P.O. Box 20, Church Street
Station, New York, NY 10277-1004, Attention: Office of the Secretary.
Novation by MLCS of Currency Swap
MLCS may novate (a form of legal transfer) its rights and obligations as
currency swap provider or standby swap provider to another entity which has the
benefit of a guarantee from ML&Co. provided the rating agencies confirm this
will not cause a reduction, qualification or withdrawal of the credit ratings
of the Class A-1 notes.
Commonwealth Bank
The Commonwealth Bank of Australia was established in 1911 by an Act of
Australia's Commonwealth Parliament as a government owned enterprise to conduct
commercial and savings banking business. For a period it also operated as
Australia's central bank until this function was transferred to the Reserve
Bank of Australia in 1959. The process of privatization of the Commonwealth
Bank was commenced by Australia's Commonwealth Government in 1990 and was
completed in July 1996. The Commonwealth Bank is now a public company listed on
the Australian Stock Exchange Limited. Its registered office is at Level 1, 48
Martin Place Sydney New South Wales, Australia.
Commonwealth Bank is one of the four major banks in Australia and
provides a wide range of banking, financial and related services to over 7.7
million customers with a branch network of approximately 1,400 locations
throughout Australia and internationally.
Commonwealth Bank has a long term credit rating of AA from Fitch IBCA,
Aa3 from Moody's and AA- from Standard & Poor's and a short term credit rating
of A-1+ from Standard & Poor's.
As at June 30, 1999 Commonwealth Bank and its subsidiaries, on a
consolidated basis, had total assets of A$138.1 billion, deposits of A$93.4
billion and total regulatory capital of A$9.8 billion. Operating profit after
tax, abnormals and outside equity interests for the twelve months to June 30,
1999 was A$1.42 billion.
On March 10, 2000 Commonwealth Bank announced it had reached agreement
with Colonial Limited to merge. Colonial Limited is an Australian holding
company which owns
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banking, insurance and funds management businesses. Commonwealth Bank will
offer 7 Commonwealth Bank shares for every 20 Colonial Limited shares. The
offers are subject to a number of conditions to be more fully set out in the
documentation, including relevant regulatory approvals and an amendment to
Colonial Limited's constitution to allow the merger to proceed. Following
approval, the merger is expected to be completed by July 2000. The directors of
both companies have unanimously endorsed the merger.
Commonwealth Bank has received indications from the rating agencies that
its ratings have been affirmed following announcement of the merger.
Commonwealth Bank currently files periodic reports with the Securities
and Exchange Commission pursuant to the Exchange Act. The 1999 Annual Report of
Commonwealth Bank on Form 20-F was filed with the Securities and Exchange
Commission on September 10, 1999. Commonwealth Bank will provide without charge
to each person to whom this prospectus is delivered, on the request of any such
person, a copy of the Form 20-F referred to above. Written requests should be
directed to: Commonwealth Bank of Australia, 599 Lexington Avenue, New York, NY
10022, Attention: Executive Vice President and General Manager Americas.
The Australian banking activities of Commonwealth Bank come under the
regulatory supervision of the Australian Prudential Regulation Authority. For a
further description of the business operations of Commonwealth Bank, see "The
Servicer."
Novation by Commonwealth Bank of Currency Swap
If an event occurs so that it is impossible for Commonwealth Bank to
convert Australian dollars to U.S. dollars through customary legal channels to
fulfill its obligations under its currency swap, Commonwealth Bank may novate
its rights and obligations as currency swap provider to MLCS and may terminate
its obligations as standby swap provider.
Jointly Supported Obligations
The obligations of each currency swap provider under its currency swap
are separate and several from the obligations of the other currency swap
provider under the other currency swap.
However, each currency swap provider will also act as a standby swap
provider in respect of the other currency swap provider's currency swap. If a
currency swap provider:
. defaults in making a payment in respect of its currency swap, as
described under "Principal Payments" and "Interest Payments" above;
or
. defaults in meeting its obligations following a downgrade of the
currency swap providers' joint credit ratings, as described in
"Currency Swap Provider Downgrade" above,
the issuer trustee must notify the standby swap provider and the standby swap
provider must make good the default within prescribed periods. A remedy of a
payment default must occur on the same day as the due date for the payment
provided that the standby swap provider is
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notified of the default by the issuer trustee in the manner required by the
relevant currency swap agreement.
If a standby swap provider is required to make good a default, the
defaulting currency swap provider must take certain actions, including
reimbursing or indemnifying the standby swap provider, in relation to the
default. If the defaulting currency swap provider does not take these actions
within the prescribed periods then the rights and obligations of the defaulting
currency swap provider under its currency swap will automatically novate to the
standby swap provider.
Partial Redemption of the Class A-1 Notes on Distribution Dates
On each distribution date until the Stated Amount of the Class A-1 notes
is reduced to zero the issuer trustee must:
. pay to the currency swap provider, in accordance with the directions
of the manager, the Australian dollar amount allocated to repayment
on that distribution date of principal on the Class A-1 notes as
described in "Allocation of Principal to Class A Notes and Class B
Notes";
. direct the currency swap provider to pay on that distribution date
the U.S. dollar equivalent of that Australian dollar amount,
converted at the US$ Exchange Rate, to the principal paying agent;
and
. direct the principal paying agent to pay that amount received from
the currency swap provider rateably to the Class A-1 noteholders
towards repayment of the Stated Amounts of the Class A-1 notes in
accordance with the agency agreement and the terms and conditions of
the Class A-1 notes.
Withholding or Tax Deductions
All payments in respect of the Class A-1 notes will be made without
withholding or deduction for, or on account of, any present or future taxes,
duties or charges of whatever nature unless the issuer trustee or any paying
agent is required by applicable law to make such a withholding or deduction. In
that event the issuer trustee or the paying agent, as the case may be, shall
account to the relevant authorities for the amount so required to be withheld
or deducted. Neither the issuer trustee nor any paying agent nor the Class A-1
note trustee will be obligated to make any additional payments to holders of
the Class A-1 notes with respect to that withholding or deduction. Immediately
after becoming aware that such a withholding or deduction is or will be
required, the issuer trustee will notify the Class A-1 note trustee, the
principal paying agent and the Class A-1 noteholders.
Redemption of the Notes for Taxation or Other Reasons
If the manager satisfies the issuer trustee and the Class A-1 note
trustee, immediately before giving the notice to the Class A-1 noteholders as
described in this section, that because of a change of law in Australia or any
other jurisdiction to which the issuer trustee becomes subject either:
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. on the next distribution date the issuer trustee would be required to
deduct or withhold from any payment of principal or interest in
respect of any class of notes or redraw bonds any amount for or on
account of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by a government or authority of Australia or
such other jurisdiction; or
. the total amount payable in respect of interest in relation to the
housing loans for a collection period ceases to be receivable,
whether or not actually received, by the issuer trustee during such
collection period by reason of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by a government or authority
of Australia or such other jurisdiction,
and in each case such obligation cannot be avoided by the issuer trustee taking
reasonable measures available to it, then the issuer trustee must, when so
directed by the manager, at the manager's option, redeem all, but not some, of
the notes and redraw bonds on any subsequent distribution date at their then
Invested Amounts, subject to the following, together with accrued but unpaid
interest to but excluding the date of redemption. The issuer trustee may redeem
the notes and redraw bonds at their Stated Amounts, instead of at their
Invested Amounts, together with accrued but unpaid interest to but excluding
the date of redemption, if so approved by an Extraordinary Resolution of
noteholders and redraw bondholders together.
However, the manager will not direct the issuer trustee to, and the
issuer trustee will not, redeem the notes or redraw bonds unless it is in a
position on the relevant distribution date to repay the then Invested Amounts
or Stated Amounts, as required, of the notes and the redraw bonds together with
all accrued but unpaid interest to but excluding the date of redemption and to
discharge all its liabilities in respect of amounts which are required under
the security trust deed to be paid in priority to or equally with the notes or
redraw bonds if the charge under the security trust deed were enforced.
Class A-1 noteholders must be given notice of a redemption not more than
60 nor less than 45 days prior to the date of redemption.
If a tax, duty or other amount described above applies only to the Class
A-1 notes and the issuer trustee gives notice that it proposes to redeem the
notes and the redraw bonds, the holders of 75% of the aggregate Invested Amount
of the Class A-1 notes may elect, in accordance with the terms of the Class A-1
note trust deed, that they do not require the issuer trustee to redeem the
Class A-1 notes. Upon being notified of such an election at least 21 days
before the distribution date upon which redemption was to occur the issuer
trustee must not redeem the notes or redraw bonds.
Redemption of the Notes upon an Event of Default
If an event of default occurs under the security trust deed the security
trustee must, upon becoming aware of the event of default and subject to
certain conditions, in accordance
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with an Extraordinary Resolution of Voting Secured Creditors and the provisions
of the security trust deed, enforce the security created by the security trust
deed. That enforcement can include the sale of some or all of the housing
loans. Any proceeds from the enforcement of the security will be applied in
accordance with the order of priority of payments as set out in the security
trust deed.
Optional Redemption of the Notes
The issuer trustee must, when directed by the manager, at the manager's
option, redeem all of the notes and the redraw bonds at their then Invested
Amounts, subject to the following, together with accrued but unpaid interest
to, but excluding, the date of redemption, on any distribution date falling on
or after the earlier of:
. the date on which the total principal outstanding on the housing
loans is less than 10% of the total principal outstanding on the
housing loans on March , 2000; and
. the distribution date falling in July, 2007,
The issuer trustee may redeem the notes and redraw bonds at their Stated
Amounts instead of at their Invested Amounts, together with accrued but unpaid
interest to but excluding the date of redemption, if so approved by an
Extraordinary Resolution of noteholders and redraw bondholders together.
However, the issuer trustee will not redeem the notes or redraw bonds unless it
is in a position on the relevant distribution date to repay the then Invested
Amounts or the Stated Amounts, as required, of the notes and the redraw bonds
together with all accrued but unpaid interest to but excluding the date of
redemption and to discharge all its liabilities in respect of amounts which are
required under the security trust deed to be paid in priority to or equally
with the notes or redraw bonds if the charge under the security trust deed were
enforced. If the issuer trustee, at the direction of the manager, proposes to
exercise its option to redeem the notes and redraw bonds on a distribution date
during or after July 2007 at their Stated Amounts rather than their Invested
Amounts, as described above, but is unable to do so because, following a
meeting of noteholders and redraw bondholders convened under the provisions of
the security trust deed by the manager for this purpose, the noteholders and
redraw bondholders have not approved by an Extraordinary Resolution the
redemption of the notes and redraw bonds at their Stated Amounts, then the
margin for the Class A-1 notes for each accrual period commencing on or after
that distribution date will remain at, or revert to, the margin applying at the
closing date.
Class A-1 noteholders must be given notice of a redemption not more than
60 nor less than 45 days prior to the date of redemption.
Final Maturity Date
Unless previously redeemed, the issuer trustee must redeem the notes and
redraw bonds by paying the Stated Amount, together with all accrued and unpaid
interest, in relation to each note and redraw bond on or by the distribution
date falling in July, 2031.
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Redemption upon Final Payment
Upon final distribution being made in respect of any notes or redraw
bonds following termination of the trust or enforcement of the charge under the
security trust deed, those notes or redraw bonds will be deemed to be redeemed
and discharged in full and any obligation to pay any accrued but unpaid
interest, the Stated Amount or the Invested Amount in relation to the notes or
redraw bonds will be extinguished in full.
No Payments of Principal in Excess of Stated Amount
No amount of principal will be repaid in respect of a note or redraw bond
in excess of its Stated Amount or, in the case of an optional redemption or
redemption for taxation reasons, its Invested Amount.
Termination of the Trust
Termination of Trust
Following the issue of the notes, the trust may only terminate prior to
the redemption of the notes if a Potential Termination Events occurs and:
. the issuer trustee determines that the Potential Termination Event
has or will have an Adverse Effect, upon which it must promptly
notify the manager, the servicer, the security trustee and the Class
A-1 note trustee;
. the servicer, the issuer trustee and the manager consult and use
their reasonable endeavors, in consultation with the security
trustee, the Class A-1 note trustee, and, if necessary, the residual
unitholder, to amend or vary the terms of the series supplement, any
other relevant transaction document and the notes and redraw bonds in
such a way so as to cure the Potential Termination Event or its
Adverse Effect; and
. such consultations do not result in the cure of the Potential
Termination Event or its Adverse Effect, with the consent of the
servicer, the issuer trustee, the manager, the security trustee and
the Class A-1 note trustee, within 60 days of notice being given by
the issuer trustee as described above.
If this occurs then the issuer trustee, in consultation with the manager,
must proceed to liquidate the assets of the trust in accordance with the series
supplement.
Sale of Housing Loans Upon Termination
Upon termination of the trust, the issuer trustee in consultation with
the manager must sell and realize the assets of the trust within 180 days of
the termination date. During this period the issuer trustee is not entitled to
sell the housing loans and their related securities, mortgage insurance
policies and other rights for less than the aggregate Fair Market Value of the
housing loans. The issuer trustee is only entitled to sell the housing loans
and their related securities, mortgage insurance policies and other rights to a
person other than the seller if the seller does not exercise its right of first
refusal. The issuer trustee must not conclude a sale to a person other than the
seller unless, among other things, any
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housing loans and their related securities, mortgage insurance policies and
other rights are assigned in equity only, except if the issuer trustee already
has legal title, and the sale is expressly subject to the servicer's right to
be retained as servicer and subject to the rights of the CBA trust and to the
rights of the seller as beneficiary of the CBA trust in respect of those
housing loans and their related securities, mortgage insurance policies and
other rights, as described in "Description of the Assets of the Trust--Transfer
and Assignment of the Housing Loans."
If the issuer trustee is unable to sell the housing loans and their
related securities and mortgage insurance policies for Fair Market Value and on
those terms during the 180 day period, it may then sell them free of the
restrictions and may perfect its legal title if necessary to obtain Fair Market
Value for the housing loans. However upon such a sale the issuer trustee must
use reasonable endeavors to include as a condition of the sale that a purchaser
will agree to the seller taking second mortgages in order to retain second
ranking security for the other loans secured by the mortgage and to entering
into a priority agreement to give the seller second priority for its second
mortgage and to use reasonable endeavours to obtain the consent of the relevant
borrowers and security providers to the seller's second mortgage.
Seller's First Right of Refusal
On the termination date of the trust, the issuer trustee is deemed to
offer to sell the housing loans and their related securities, mortgage
insurance policies and other rights to the seller for at least the aggregate
Fair Market Value of the housing loans.
The issuer trustee must not sell the housing loans and their related
securities, mortgage insurance policies and other rights unless the seller has
failed to accept that offer within 90 days of the termination date of the trust
or has failed to pay the purchase price within 180 days of the termination date
of the trust.
Distributions
The issuer trustee must deposit the proceeds of realization of the assets
of the trust into the collections account and, following the realization of all
the assets of the trust, must distribute them on a distribution date in
accordance with the order of priority described in "Description of the Class A-
1 Notes--Distribution of Available Income Amount" and "Description of the Class
A-1 Notes-- Distribution of Available Principal Amount." Upon final
distribution being made, the notes will be deemed to be redeemed and discharged
in full and the obligations of the issuer trustee with respect to the payment
of principal, interest or any other amount on the notes will be extinguished.
Prescription
A Class A-1 note will be void in its entirety if not surrendered for
final payment within ten years of the relevant date in respect of that payment
on the Class A-1 note which would have the effect of reducing the Stated Amount
of the Class A-1 note to zero. The relevant date is the date on which a payment
first becomes due but, if the full amount of the money payable has not been
received by the principal paying agent or the Class A-1 note
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trustee on or prior to that date, it means the date on which the full amount of
such money having been so received and notice to that effect is duly given in
accordance with the terms of the relevant Class A-1 note. After the date on
which a Class A-1 note becomes void in its entirety, no claim may be made in
respect of it.
Directions by Class A-1 Noteholders
Under the Class A-1 note trust deed the Class A-1 note trustee may seek
directions from the Class A-1 noteholders from time to time including following
the occurrence of an event of default under the security trust deed.
The Class A-1 note trustee will not be responsible for acting in good
faith upon a direction given by Class A-1 noteholders holding Class A-1 notes
with an Invested Amount of greater than 50% of the aggregate Invested Amount of
all the Class A-1 notes.
If the Class A-1 note trustee is entitled under the master trust deed or
the security trust deed to vote at any meeting on behalf of Class A-1
noteholders the Class A-1 note trustee must vote in accordance with the
directions of the Class A-1 noteholders and otherwise in its absolute
discretion. In acting in accordance with the directions of Class A-1
noteholders the Class A-1 note trustee must exercise its votes for or against
any proposal to be put to a meeting in the same proportion as that of the
aggregate Invested Amounts of the Class A-1 notes held by Class A-1 noteholders
who have directed the Class A-1 note trustee to vote for or against that
proposal.
For the purposes of seeking any consent, direction or authorisation from
Class A-1 noteholders the Class A-1 note trustee may by notice to the Class A-1
noteholders specify a date not earlier than the date of the notice upon which
the persons who are the Class A-1 noteholders and the Invested Amount of the
Class A-1 notes held by them will be determined based upon the details recorded
in the Class A-1 note register as at 5.30pm on that date.
Amendments to Class A-1 Notes and Class A-1 Note Trust Deed
The issuer trustee, the manager and the Class A-1 note trustee, may
alter, add to or revoke any provision of the Class A-1 note trust deed or the
Class A-1 notes, without the consent or sanction of any Class A-1 noteholder,
subject to the limitations described below, if the alteration, addition or
revocation is not a Payment Modification and, in the opinion of the Class A-1
note trustee:
. is made to correct a manifest error or ambiguity or is of a formal,
technical or administrative nature only;
. is necessary or expedient to comply with the provisions of any law
or regulation or with the requirements of any statutory authority;
. is appropriate or expedient as a consequence of an alteration to any
law or regulation or altered requirements of the government of any
jurisdiction or any governmental agency or any decision of any court
including an alteration, addition or revocation which is appropriate
or expedient as a result of an
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alteration to Australia's tax laws or any ruling by the Australian
Commissioner or Deputy Commissioner of Taxation or any governmental
announcement or statement or any decision of any court which has or
may have the effect of altering the manner or basis of taxation of
trusts generally or of trusts similar to the trust or to the trust
under the Class A-1 note trust deed;
. and the issuer trustee is otherwise desirable for any reason and:
. is not in the opinion of the Class A-1 note trustee likely, upon
coming into effect, to be materially prejudicial to the interests
of the Class A-1 noteholders; or
. if it is in the opinion of the Class A-1 note trustee likely,
upon coming into effect, to be materially prejudicial to the
interests of the Class A-1 noteholders, the consent is obtained
of Class A-1 noteholders owning 75% of the aggregate Invested
Amount of the Class A-1 notes, excluding notes beneficially owned
by the issuer trustee or the manager or any person controlling or
controlled by or under common control with the issuer trustee or
the manager.
Any alteration, addition or revocation must be notified to the rating
agencies 5 Business Days in advance.
The Class A-1 note trustee will be entitled to assume that any proposed
alteration, addition or revocation, other than a Payment Modification, will
not be materially prejudicial to the interests of Class A-1 noteholders if
each of the rating agencies confirms in writing that the alteration, addition
or revocation, if effected, will not lead to a reduction, qualification or
withdrawal of the rating given to the Class A-1 notes by that rating agency.
The issuer trustee, the manager and the Class A-1 note trustee may make
or effect any Payment Modification to the Class A-1 note trust deed or the
Class A-1 notes only if the consent has first been obtained of each Class A-1
Noteholder to the Payment Modification.
Payment Modification means any alteration, addition or revocation of any
provision of the Class A-1 note trust deed, the Class A-1 notes, the master
trust deed so far as it applies to the trust, the series supplement or the
security trust deed which modifies:
. the amount, timing, currency or manner of payment of principal or
interest in respect of the Class A-1 Notes, including, without
limitation, any modification to the Stated Amount, Invested Amount,
interest rate or maturity date of the Class A-1 notes or the orders
of payment of the proceeds of the trust assets under the series
supplement, the Class A-1 notes or the security trust deed or which
would impair rights of Class A-1 Noteholders to institute suit for
enforcement of such payment;
. the manner of determining whether Class A-1 noteholders owning 75%
of the aggregate Invested Amount of the Class A-1 notes have
provided a consent or direction or the circumstances in which such a
consent or direction is required
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or to reduce the percentage of the aggregate Invested Amount of the
Class A-1 notes required for such a consent or direction;
. the provision of the security trust deed that prohibits the issuer
trustee from creating or permitting to exist any security interest,
other than the Prior Interest, over the assets of the trust; or,
. the requirements for altering, adding to or revoking any provision
of the Class A-1 note trust deed, the Class A-1 notes, the master
trust deed so far as it applies to the trust, the series supplement
or the security trust deed.
The issuer trustee must distribute to all Class A-1 noteholders a copy of
any amendment made as soon as reasonably practicable after the amendment has
been made.
Reports to Noteholders
On the Business Day immediately prior to each distribution date, the
manager will, in respect of the accrual period ending before that distribution
date, deliver to the principal paying agent, Class A-1 the note trustee, the
issuer trustee and the Class A-1 noteholders, a quarterly servicing report
containing the following information:
. the Invested Amount and the Stated Amount of each class of notes;
. the interest payments and principal distributions on each class of
notes;
. the Available Income Amount;
. the aggregate of all seller advances made during that quarterly
collection period;
. the redraw shortfall, if any;
. the income shortfall, if any;
. the liquidity facility advances, if any, for that distribution date,
together with all liquidity facility advances in relation to the
preceding determination date;
. the Available Principal Amount;
. the Principal Collections;
. the Standby Redraw Facility Advance;
. the Redraw Bond Amount;
. the principal charge-off in relation to the preceding determination
date;
. the Other Principal Amounts;
. the Principal Charge-Off Reimbursement, if any;
. the note factor for each class of notes, which with respect to a
class of notes, means the aggregate of the Invested Amount of the
class of notes less all principal payments on that class of notes to
be made on that distribution date, divided by the aggregate initial
Invested Amount for all of that class of notes;
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. the principal charge-offs for each class of notes and the standby
redraw facility principal;
. the Principal Charge-Off Reimbursement for each class of notes and
the standby redraw facility principal;
. if required, the threshold rate at that distribution date;
. the interest rates on the notes for the related accrual period;
. scheduled and unscheduled payments of principal on the housing
loans;
. aggregate outstanding principal balance of the fixed rate housing
loans and the aggregate outstanding principal balance of the
variable rate housing loans; and
. delinquency, mortgagee in possession and loss statistics with
respect to the housing loans.
Unless and until definitive Class A-1 notes are issued, beneficial owners
of the Class A-1 notes will receive reports and other information provided for
under the transaction documents only if, when and to the extent provided by DTC
and its participating organizations or by way of information published on a
Reuters Screen or the electronic information system made available to
subscribers by Bloomberg L.P. or a similar electronic reporting service.
Unless and until definitive Class A-1 notes are issued, periodic and
annual unaudited reports containing information concerning the trust and the
Class A-1 notes will be prepared by the manager and sent to DTC. DTC and its
participants will make such reports available to holders of interests in the
Class A-1 notes in accordance with the rules, regulations and procedures
creating and affecting DTC. However, such reports will not be sent directly to
each beneficial owner while the Class A-1 notes are in book-entry form. Upon
the issuance of Class A-1 notes in definitive form such reports will be sent
directly to each Class A-1 noteholder. Such reports will not constitute
financial statements prepared in accordance with generally accepted accounting
principles.
The manager will file with the SEC such periodic reports as are required
under the Exchange Act, and the rules and regulations of the SEC thereunder.
However, in accordance with the Exchange Act and the rules and regulations of
the SEC thereunder, the manager expects that the obligation to file such
reports will be terminated following the end of June, 2001.
Description of the Transaction Documents
The following summary describes the material terms of the transaction
documents other than the underwriting agreement and the dealer agreement and
except as already described above. The summary does not purport to be complete
and is subject to the provisions of the transaction documents. The transaction
documents are governed by the laws of New South Wales, Australia. A copy of the
master trust deed and a form of each of the other transaction documents have
been filed as exhibits to the registration statement of which this prospectus
is a part.
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Collections Account and Authorized Short-Term Investments
The issuer trustee will establish and maintain the collections account
with an Eligible Depositary. The collections account will initially be
established with Commonwealth Bank, which has a short term rating of F1+ from
Fitch IBCA, P-1 from Moody's and A-1+ from Standard & Poor's, at its office at
48 Martin Place Sydney NSW 2000, Australia. The collections account shall be
opened by the issuer trustee in its name and in its capacity as trustee of the
trust. The collections account will not be used for any purpose other than for
the trust. The account will be an interest bearing account.
If the financial institution with which the collections account is held
ceases to be an Eligible Depositary the issuer trustee must establish a new
account with an Eligible Depositary as a replacement collections account. In
addition, if the Eligible Depository has a short term credit rating of A-1 from
Standard & Poor's the sum of the balance of the collections account and the
value of Authorized Short-Term Investments with a short term rating of A-1 by
Standard & Poor's must not exceed 20% of the aggregate Invested Amount of all
notes.
The manager shall have the discretion to propose to the issuer trustee,
in writing, the manner in which any moneys forming part of the trust shall be
invested in Authorized Short-Term Investments and what purchases, sales,
transfers, exchanges, realizations or other dealings with assets of the trust
shall be effected and when and how they should be effected. Provided that they
meet certain requirements, the issuer trustee must give effect to the manager's
proposals. Each investment of moneys required for the payment of liabilities of
the trust shall be in Authorized Short-Term Investments that will mature on or
before the due date for payment of those liabilities.
Modifications of the Master Trust Deed and Series Supplement
The issuer trustee and the manager, with respect to the master trust
deed, and the issuer trustee, the manager, the seller and the servicer, with
respect to the series supplement, may amend, add to or revoke any provision of
the master trust deed or the series supplement, subject to the limitations
described below, if the amendment, addition or revocation:
. in the opinion of the issuer trustee is necessary to correct a
manifest error or is of a formal, technical or administrative nature
only;
. in the opinion of the issuer trustee, or of a lawyer instructed by
the issuer trustee, is necessary or expedient to comply with the
provisions of any law or regulation or with the requirements of any
statutory authority;
. in the opinion of the issuer trustee is required by, a consequence
of, consistent with or appropriate or expedient as a consequence of
an amendment to any law or regulation or altered requirements of the
government of any jurisdiction or any governmental agency,
including, an amendment, addition or revocation which in the opinion
of the issuer trustee is appropriate or expedient as a result of an
amendment to Australia's tax laws or any ruling by the Australian
Commissioner or Deputy Commissioner of Taxation or any governmental
announcement or
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statement, in any case which has or may have the effect of altering
the manner or basis of taxation of trusts generally or of trusts
similar to any of the Medallion Programme trusts;
. in the case of the master trust deed, relates only to a Medallion
Programme trust not yet constituted;
. in the opinion of the issuer trustee, will enable the provisions of
the master trust deed or the series supplement to be more
conveniently, advantageously, profitably or economically
administered; or
. in the opinion of the issuer trustee is otherwise desirable for any
reason.
Any amendment, addition or revocation referred to in the last two of the above
paragraphs which in the opinion of the issuer trustee is likely to be
prejudicial to the interests of:
. the residual unitholder, may only be effected with the consent of
the residual unitholder;
. a class of noteholders or redraw bondholders, may only be effected
if those noteholders or redraw bondholders pass a resolution by a
majority of not less than 75% of the votes at a meeting approving
the amendment, addition or revocation or all such noteholders or
redraw bondholders sign a resolution approving the amendment,
addition or revocation, subject to the following paragraph; or
. all noteholders and redraw bondholders, may only be effected if the
noteholders and redraw bondholders pass a resolution by a majority
of not less than 75% of the votes at a meeting approving the
amendment, addition or revocation or all noteholders and redraw
bondholders sign a resolution approving the amendment, addition or
revocation. A separate resolution will not be required in relation
to any class of noteholders or redraw bondholders.
The manager must advise the rating agencies no less than 10 Sydney business
days prior to any amendment, addition or revocation of the master trust deed
or the series supplement and must certify to the issuer trustee that no rating
agency has advised that the amendment, addition or revocation will cause a
withdrawal, downgrading or qualification of the credit ratings assigned to the
notes or redraw bonds before the amendment, addition, or revocation is
effected. The issuer trustee may not amend, add to or revoke any provision of
the master trust deed or the series supplement if the consent of a party is
required under a transaction document unless that consent has been obtained.
The seller, the manager or the issuer trustee may only amend, add to or
revoke any provision of the series supplement in accordance with the master
trust deed. Any amendment, addition or revocation that effects a Payment
Modification may only be made with the consent of each Class A-1 noteholder.
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The Issuer Trustee
General Duties of Issuer Trustee
The issuer trustee is appointed as trustee of the trust on the terms set
out in the master trust deed and the series supplement.
Subject to the provisions of the master trust deed, the issuer trustee
has all the powers in respect of the assets of the trust which it could
exercise if it were the absolute and beneficial owner of the assets. The issuer
trustee agrees to act in the interests of the residual unitholder, the
noteholders and the redraw bondholders. If there is a conflict between the
interests of the residual unitholder on the one hand and the noteholders and
redraw bondholders on the other hand, the issuer trustee must act in the
interests of the noteholders and the redraw bondholders.
The issuer trustee must act honestly and in good faith in performance of
its duties and in exercising its discretions under the master trust deed, use
its best endeavors to carry on and conduct its business in so far as it relates
to the master trust deed and the series supplement in a proper and efficient
manner and exercise such diligence and prudence as a prudent person of business
would exercise in performing its express functions and in exercising its
discretions under the master trust deed, having regard to the interests of
noteholders, redraw bondholders and the residual unitholder.
The terms of the master trust deed and series supplement provide, amongst
other things, that:
. the obligations of the issuer trustee to the noteholders expressed
in the master trust deed or the series supplement are contractual
obligations only and do not create any relationship of trustee or
fiduciary between the issuer trustee and the noteholders;
. the issuer trustee has no duty, and is under no obligation, to
investigate whether a Manager Default, a Servicer Default or a
Perfection of Title Event has occurred in relation to the trust
other than where it has actual notice;
. unless actually aware to the contrary, the issuer trustee is
entitled to rely conclusively on, and is not required to investigate
the accuracy of any calculation by the seller, the servicer or the
manager under the series supplement, the amount or allocation of
collections or the contents of any certificate provided to the
issuer trustee by the servicer or manager under the series
supplement;
. the issuer trustee may obtain and act on the advice of experts,
whether instructed by the issuer trustee or the manager, which are
necessary, usual or desirable for the purpose of enabling the issuer
trustee to be fully and properly advised and informed and will not
be liable for acting in good faith on such advice; and
. the issuer trustee 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 the issuer trustee who have day-to-day
responsibility for the administration or management of the issuer
trustee's obligations in relation to the trust, having actual
knowledge, actual awareness or actual notice of that thing, or
grounds to believe that thing.
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Annual Compliance Statement
The issuer trustee will deliver to the Class A-1 note trustee annually a
written statement as to the fulfilment of the issuer trustee's obligations
under the Class A-1 note trust deed including compliance with its material
obligations under the transaction documents.
Delegation
In exercising its powers and performing its obligations and duties under
the master trust deed, the issuer trustee may delegate any or all of the
powers, discretions and authorities of the issuer trustee under the master
trust deed or otherwise in relation to the trust, to a related company of the
issuer trustee or otherwise in accordance with the master trust deed or series
supplement, including, in respect of its payment obligations in respect of the
Class A-1 notes, to the paying agents under the agency agreement. The issuer
trustee at all times remains liable for the acts or omissions of such related
company when acting as delegate.
Issuer Trustee Fees and Expenses
The issuer trustee is entitled to a quarterly fee payable in arrears on
each distribution date. The issuer trustee's fee is calculated to cover the
fees payable to the Class A-1 note trustee and the agents which are paid by the
issuer trustee from its own personal funds.
The fee payable to the issuer trustee may be varied as agreed between the
issuer trustee and the manager provided that each rating agency must be given 3
Business Day's prior notice of any variation and the fee must not be varied if
this would result in a reduction, qualification or withdrawal of the credit
rating of any note or redraw bond.
If the issuer trustee becomes liable to remit to a governmental agency an
amount of Australian goods and services tax in connection with the trust, the
issuer trustee will pay that goods and services tax on its own account and will
not be entitled to any reimbursement from the assets of the trust. However, the
fees payable to the issuer trustee may be adjusted, in accordance with the
series supplement.
At any time within 12 months after the commencement, imposition,
abolition or change in rate of a goods and services tax becomes effective, the
issuer trustee may, by written notice to the manager, require the manager to
commence negotiations to adjust the fees payable to the issuer trustee so that
it is not economically disadvantaged by the effect of the change in the goods
and services tax. Any adjustment to fees will be subject to written
confirmation from the rating agencies that the adjustment will not result in a
reduction, qualification or withdrawal of the credit ratings then assigned to
the notes.
The issuer trustee will be indemnified and is entitled to be reimbursed
out of the assets of the trust for costs, charges and expenses which it may
incur in respect of and can attribute to the trust including, amongst other
costs, disbursements in connection with the assets of the trust, the auditing
of the trust, taxes payable in respect of the trust, legal costs and amounts in
connection with the exercise of any power or discretion or the performance of
any obligation in relation to the trust approved by the manager which approval
is not to be unreasonably withheld.
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Removal of the Issuer Trustee
The issuer trustee is required to retire as issuer trustee following an
Issuer Trustee Default. If the issuer trustee refuses to retire following an
Issuer Trustee Default the manager may remove the issuer trustee immediately,
or, if the Issuer Trustee Default relates only to a change in ownership or
merger without assumption of the issuer trustee, upon 30 days notice in
writing.
The manager must use reasonable endeavors to appoint a qualified
substitute issuer trustee who is approved by the ratings agencies of all the
Medallion Programme trusts within 30 days of the retirement or removal of the
issuer trustee. Until a substitute issuer trustee is appointed, the manager
must act as issuer trustee and will be entitled to receive the issuer trustee's
fee.
If after 30 days the manager is unable to appoint a qualified substitute
issuer trustee who is approved by the ratings agencies, it must convene a
meeting of all debt security holders, including the noteholders and redraw
bondholders, and all beneficiaries, including the residual unitholder, of all
the Medallion Programme trusts under the master trust deed at which a
substitute issuer trustee may be appointed by resolution of not less than 75%
of the votes at that meeting or by a resolution in writing signed by all debt
security holders and beneficiaries.
Voluntary Retirement of the Issuer Trustee
The issuer trustee may resign on giving to the manager not less than 3
months' notice in writing, or such lesser period as the manager and the issuer
trustee may agree, of its intention to do so.
Upon retirement, the issuer trustee must appoint a qualified substitute
issuer trustee who is approved by the ratings agencies and the manager. If the
issuer trustee does not propose a substitute issuer trustee at least one month
prior to its proposed retirement, the manager may appoint a qualified
substitute issuer trustee who is approved by the ratings agencies.
If a substitute issuer trustee has not been appointed upon the expiry of
the 3 month notice period, the manager will act as issuer trustee. If the
manager is unable to appoint a qualified substitute issuer trustee within a
further 30 days, it must convene a meeting of all debt security holders,
including the noteholders and redraw bondholders, and all beneficiaries,
including the residual unitholder, of all the Medallion Programme trusts under
the master trust deed at which a substitute issuer trustee may be appointed by
resolution of not less than 75% of the votes at that meeting or by a resolution
in writing signed by all debt security holders and beneficiaries.
The retiring issuer trustee must indemnify the manager and the substitute
issuer trustee in respect of all costs incurred as a result of its removal or
retirement.
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Limitation of the Issuer Trustee's Liability
The issuer trustee acts as trustee and issues the notes only in its
capacity as trustee of the trust and in no other capacity. A liability incurred
by the issuer trustee acting as trustee of the trust under or in connection
with the transaction documents, except with respect to the following paragraph,
is limited to and can be enforced against the issuer trustee only to the extent
to which it can be satisfied out of the assets of the trust out of which the
issuer trustee is actually indemnified for the liability. Except in the
circumstances described in the following paragraph, this limitation of the
issuer trustee's liability applies despite any other provisions of the
transaction documents and extends to all liabilities and obligations of the
issuer trustee in any way connected with any representation, warranty, conduct,
omission, agreement or transaction related to the notes, the redraw bonds, the
master trust deed, the series supplement or any other transaction document.
Noteholders, redraw bondholders and the parties to the transaction documents
may not sue the issuer trustee in respect of liabilities incurred by it acting
as trustee of the trust in any capacity other than as trustee of the trust and
may not seek to appoint a liquidator or administrator to the issuer trustee or
to appoint a receiver to the issuer trustee, except in relation to the assets
of the trust and may not prove in any liquidation, administration or
arrangements of or affecting the issuer trustee, except in relation to the
assets of the trust.
The limitation in the previous paragraph will not apply to any obligation
or liability of the issuer trustee to the extent that it is not satisfied
because under a transaction document or by operation of law there is a
reduction in the extent of the issuer trustee's indemnification out of the
assets of the trust as a result of the issuer trustee's fraud, negligence or
wilful default or the fraud, negligence or wilful default of its officers,
employees or agents or any person for whom the issuer trustee is liable under
the terms of the transaction documents. For these purposes a wilful default
does not include a default which arises as a result of a breach of a
transaction document by any other person, other than any person for whom the
issuer trustee is liable under the terms of the transaction documents, or which
is required by law or a proper instruction or direction of a meeting of Secured
Creditors of the trust or noteholders, bondholders or other debt security
holders or beneficiaries of a Medallion Program trust.
In addition, the manager, the servicer, the agents, the Class A-1 note
trustee and other persons are responsible for performing a variety of
obligations in relation to the trust. An act or omission of the issuer trustee
will not be considered to be fraudulent, negligent or a wilful default to the
extent to which it was caused or contributed to by any failure by any such
person to fulfil its obligations relating to the trust or by any other act or
omission of such a person.
Rights of Indemnity of Issuer Trustee
The issuer trustee is indemnified out of the assets of the trust for any
liability properly incurred by the issuer trustee in performing or exercising
any of its powers or duties. This indemnity is in addition to any indemnity
allowed to the issuer trustee by law, but does not extend to any liabilities
arising from a breach of trust by the issuer trustee or from the issuer
trustee's fraud, negligence or wilful default.
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The issuer trustee is indemnified out of the assets of the trust against
certain payments it may be liable to make under the Australian Consumer Credit
Code. The servicer also indemnifies the issuer trustee in relation to such
payments in certain circumstances and the issuer trustee is required to first
call on the indemnity from the servicer before calling on the indemnity from
the assets of the trust. See "Legal Aspects of the Housing Loans--Consumer
Credit Code."
The Manager
Powers
The manager's general duty is to manage the assets of the trust which are
not serviced by the servicer. In addition, the manager has a number of
specific responsibilities including making all necessary determinations to
enable the issuer trustee to make the payments and allocations required on
each distribution date in accordance with the series supplement, directing the
issuer trustee to make those payments and allocations, keeping books of
account and preparing the tax returns of the trust and monitoring support
facilities.
The manager must act honestly and in good faith in performance of its
duties and in exercising its discretions under the master trust deed, use its
best endeavors to carry on and conduct its business in so far as it relates to
the master trust deed and the other transaction documents in a proper and
efficient manner and exercise such prudence as a prudent person of business
would exercise in performing its express functions and in exercising its
discretions under the master trust deed and the other transaction documents
having regard to the interests of noteholders, redraw bondholders and the
residual unitholder.
Delegation
The manager may, in carrying out and performing its duties and
obligations in relation to the trust, appoint any person as attorney or agent
of the manager with such powers as the manager thinks fit including the power
to sub-delegate provided that the manager may not delegate a material part of
its duties and obligations in relation to the trust. The manager remains
liable for the acts or omissions of such attorneys or agents to the extent
that the manager would itself be liable.
Manager's Fees, Expenses and Indemnification
The manager is entitled to a quarterly fee payable in arrears on each
distribution date.
The fee payable to the manager may be varied as agreed between the issuer
trustee and the manager provided that each rating agency must be given 3
Business Day's prior notice of any variation and the fee must not be varied if
this would result in a reduction, qualification or withdrawal of the credit
rating of any note or redraw bond.
If the manager becomes liable to remit to a governmental agency an amount
of Australian goods and services tax in connection with the trust, the manager
will pay goods and services tax on its own account and will not be entitled to
any reimbursement from the assets of the trust. However, the fees payable to
the manager may be adjusted, in accordance with the series supplement.
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The manager and the servicer may from time to time agree to adjust the
management fee subject to written confirmation from the rating agencies that
the adjustment will not result in a reduction, qualification or withdrawal of
the credit ratings then assigned by them to the notes. Any adjustments will be
effective following written notice of the adjustment by the manager to the
issuer trustee.
The manager will be indemnified out of the assets of the trust for any
liability, cost or expense properly incurred by it in its capacity as manager
of the trust.
Removal or Retirement of the Manager
If the issuer trustee becomes aware that a Manager Default has occurred
and is subsisting the issuer trustee must immediately terminate the appointment
of the manager and must appoint a substitute manager in its place. The manager
indemnifies the issuer trustee in respect of all costs incurred as a result of
its replacement by the issuer trustee.
The manager may retire on giving to the issuer trustee 3 months, or such
lesser period as the manager and the issuer trustee may agree, notice in
writing of its intention to do so. Upon its retirement, the manager may appoint
another corporation approved by the issuer trustee as manager in its place. If
the manager does not propose a replacement by the date one month prior to the
date of its retirement the issuer trustee may appoint a replacement manager as
from the date of the manager's retirement.
Until a substitute manager is appointed, the issuer trustee must act as
manager and will be entitled to receive the manager's fee.
Limitation of Manager's Liability
The manager is not personally liable to indemnify the issuer trustee or
to make any payments to any other person in relation to the trust except where
arising from any fraud, negligence, wilful default or breach of duty by it in
its capacity as manager of the trust. A number of limitations on the manager's
liability are set out in full in the master trust deed and the other
transaction documents. These include the limitation that the manager will not
be liable for any loss, costs, liabilities or expenses:
. arising out of the exercise or non-exercise of its discretions under
any transaction document or otherwise in relation to the trust;
. arising out of the exercise or non-exercise of a discretion on the
part of the issuer trustee, the seller or the servicer or any act or
omission of the issuer trustee, the seller or the servicer; or
. caused by its failure to check any calculation, information,
document, form or list supplied or purported to be supplied to it by
the issuer trustee, the seller, the servicer or any other person,
except to the extent that they are caused by the manager's own fraud,
negligence or wilful default.
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Limits on Rights of Noteholders and Redraw Bondholders
Apart from the security interest arising under the security trust deed,
the noteholders and redraw bondholders do not own and have no interest in the
trust or any of its assets. In particular, no noteholder or redraw bondholder
is entitled to:
. an interest in any particular part of the trust or any asset of the
trust;
. require the transfer to it of any asset of the trust;
. interfere with or question the exercise or non-exercise of the rights
or powers of the seller, the servicer, the manager or the issuer
trustee in their dealings with the trust or any assets of the trust;
. attend meetings or take part in or consent to any action concerning
any property or corporation in which the issuer trustee has an
interest;
. exercise any rights, powers or privileges in respect of any asset of
the trust;
. lodge a caveat or other notice forbidding the registration of any
person as transferee or proprietor of or any instrument affecting any
asset of the trust or claiming any estate or interest in any asset of
the trust;
. negotiate or communicate in any way with any borrower or security
provider under any housing loan assigned to the issuer trustee or
with any person providing a support facility to the issuer trustee;
. seek to wind up or terminate the trust;
. seek to remove the servicer, manager or issuer trustee;
. interfere in any way with the trust;
. take proceedings against the issuer trustee, the manager, the seller
or the servicer or in respect of the trust or the assets of the
trust. This will not limit the right of noteholders and redraw
bondholders to compel the issuer trustee, the manager and the
security trustee to comply with their respective obligations under
the master trust deed, the series supplement, the Class A-1 note
trust deed and the security trust deed, in the case of the issuer
trustee and the manager, and the security trust deed, in the case of
the security trustee;
. have any recourse to the issuer trustee or the manager in their
personal capacity, except to the extent of fraud, negligence or
wilful default on the part of the issuer trustee or the manager
respectively; or
. have any recourse whatsoever to the seller or to the servicer in
respect of a breach by the seller or the servicer of their respective
obligations and duties under the series supplement.
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The Class A-1 Note Trustee
Appointment of Class A-1 Note Trustee
The Bank of New York, New York Branch will serve as the Class A-1 note
trustee. The Bank of New York is a banking corporation duly organized and
existing under the laws of New York. The corporate trust office of the Class A-
1 note trustee responsible for the administration of the Class A-1 note
trustee's obligations in relation to the trust is located at 101 Barclay
Street, 21W, New York, New York 10286.
Class A-1 Note Trustee's Fees and Expenses
The issuer trustee must pay the Class A-1 note trustee's fees out of its
personal funds, other than fees in respect of any additional duties outside the
scope of the Class A-1 note trustee's normal duties under the transaction
documents.
Delegation by Class A-1 Note Trustee
The Class A-1 note trustee will be entitled to delegate its duties,
powers, authorities, trusts and discretions under the Class A-1 note trust deed
to any related company of the Class A-1 note trustee or to any other person in
accordance with the Class A-1 note trust deed or as agreed by the manager.
Indemnity of Class A-1 Note Trustee
The Class A-1 note trustee will be entitled to be indemnified from the
assets of the trust against all liability, expense, costs, charges, taxes and
stamp duties other than general overhead costs and expenses properly incurred
by the Class A-1 note trustee, or its properly appointed agents or delegates,
in the performance of its obligations under the Class A-1 note trust deed or
any other transaction document.
However, the Class A-1 note trustee will not be entitled to be
indemnified against any liability for breach of trust or any liability which by
virtue of any rule of law would otherwise attach to it in respect of fraud or
wilful default of which it may be guilty in relation to its duties under the
Class A-1 note trust deed.
Qualifications of Class A-1 Note Trustee
The Class A-1 note trustee is, and will at all times be, a corporation or
association, organized and doing business under the laws of the United States
of America, any individual state or the District of Columbia, authorized under
those laws to exercise corporate trust powers, having a combined capital of
U.S.$50,000,000, as set forth in its most recent published annual report of
condition, and subject to supervision or examination by federal or state
authority. The Class A-1 note trustee may also, if permitted by the Securities
and Exchange Commission, be organized under the laws of a jurisdiction other
than the United States, provided that it is authorized under such laws to
exercise corporate trust powers and is subject to examination by authority of
such jurisdictions substantially equivalent to the supervision or examination
applicable to a trustee in the United States.
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Removal of Class A-1 Note Trustee
The Class A-1 note trustee will retire as note trustee if:
. an Insolvency Event occurs in relation to the note trustee in its
personal capacity or in respect of its personal assets and not in its
capacity as trustee of any trust or in respect of any assets it holds
as trustee;
. it ceases to carry on business;
. it ceases to be an Eligible Trust Corporation;
. it is so directed by the Class A-1 noteholders holding no less than
75% of the aggregate Invested Amount of the Class A-1 notes;
. when required to do so by the manager or the issuer trustee by notice
in writing, it fails or neglects within 20 Business Days after
receipt of such notice to carry out or satisfy any material duty
imposed on it by the note trust deed or any transaction document; or
. there is a change in ownership of 50% or more of the issued equity
share capital of the Class A-1 note trustee from the position as at
the date of the Class A-1 note trust deed or effective control of the
Class A-1 note trustee alters from the position as at the date of the
Class A-1 note trust deed unless in either case approved by the
manager, whose approval must not be unreasonably withheld.
If any of these events occurs and the Class A-1 note trustee refuses to
retire, the manager may remove the Class A-1 note trustee from office
immediately by notice in writing. On the retirement or removal of the Class A-1
note trustee:
. the manager must promptly notify the rating agencies; and
. subject to any approval required by law, the manager must use
reasonable endeavors to appoint in writing some other Eligible Trust
Corporation approved by the rating agencies to be the substitute
Class A-1 note trustee.
Class A-1 Note Trustee May Retire
The Class A-1 note trustee may retire at any time on 3 months, or such
lesser period as the manager, the issuer trustee and the Class A-1 note trustee
agree, notice in writing to the issuer trustee, the manager and the rating
agencies, without giving any reason and without being responsible for any
liabilities incurred by reason of its retirement provided that the period of
notice may not expire within 30 days before a distribution date. Upon
retirement the Class A-1 note trustee, subject to any approval required by law,
may appoint in writing any other Eligible Trust Corporation approved by the
rating agencies and the manager, which approval must not be unreasonably
withheld by the manager, as Class A-1 note trustee. If the Class A-1 note
trustee does not propose a replacement at least one month prior to its proposed
retirement, the manager may appoint a substitute Class A-1 note trustee, which
must be an Eligible Trust Corporation approved by the rating agencies.
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Appointment by Class A-1 Noteholders
No retirement or removal of the Class A-1 note trustee will be effective
until a substitute Class A-1 note trustee has been appointed.
If a substitute Class A-1 note trustee has not been appointed at a time
when the position of Class A-1 note trustee would, but for the foregoing
requirement, become vacant, the issuer trustee must promptly advise the Class
A-1 noteholders. A special majority of Class A-1 noteholders, being Class A-1
noteholders who hold not less than 75% of the aggregate Invested Amount of all
Class A-1 notes, may appoint an Eligible Trust Corporation to act as Class A-1
note trustee.
The Security Trust Deed
General
P.T. Limited of Level 7, 39 Hunter Street, Sydney, Australia is the
security trustee. The issuer trustee will grant a floating charge, registered
with the Australian Securities and Investments Commission, over all of the
trust assets in favor of the security trustee. The floating charge will secure
the Secured Moneys owing to the noteholders, the redraw bondholders, the
servicer, the Class A-1 note trustee in its personal capacity and for and on
behalf of the Class A-1 noteholders, each paying agent, the seller, the
liquidity facility provider, the standby redraw facility provider and each swap
provider. These secured parties are collectively known as the Secured
Creditors.
Nature of the Charge
A company may not deal with its assets over which it has granted a fixed
charge without the consent of the relevant chargee. Fixed charges are usually
given over real property, marketable securities and other assets which will not
be dealt with by the company.
A floating charge, like that created by the security trust deed, does not
attach to specific assets but instead "floats" over a class of assets which may
change from time to time. The company granting the floating charge may deal
with those assets and give third parties title to those assets free from any
encumbrance, provided such dealings and transfers of title are in the ordinary
course of the company's business. The issuer trustee has agreed not to dispose
of or create interests in the assets of the trust subject to the floating
charge except in accordance with the master trust deed, the series supplement
or any other transaction document and the manager has agreed not to direct the
issuer trustee to take any such actions. If, however, the issuer trustee
disposes of any of the trust assets, including any housing loan, other than in
accordance with the master trust deed, the series supplement or any other
transaction document, the person acquiring the property may nevertheless take
it free of the floating charge. The floating charge granted over the trust
assets will crystalize, which means it becomes a fixed charge, upon the
occurrence of an event of default or will become fixed over the affected assets
in the case of certain events of default. On crystallization of the floating
charge, the issuer trustee may not deal with the assets of the trust unless
permitted in accordance with the master trust deed, the series supplement or
any other transaction document.
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The Security Trustee
The security trustee is appointed to act as trustee on behalf of the
Secured Creditors and holds the benefit of the charge over the trust assets in
trust for each Secured Creditor on the terms and conditions of the security
trust deed. If, in the security trustee's opinion, there is a conflict between
the duties owed by the security trustee to any Secured Creditor or class of
Secured Creditors and the interests of noteholders and redraw bondholders as a
whole, the security trustee must give priority to the interests of the
noteholders and redraw bondholders. In addition, the security trustee must give
priority to the interests of the Class A noteholders and redraw bondholders if,
in the security trustee's opinion, there is a conflict between the interests of
Class A noteholders and redraw bondholders and the interests of the Class B
noteholders.
Duties and Liabilities of the Security Trustee
The security trustee's liability to the Secured Creditors is limited to
the amount the security trustee is entitled to recover through its right of
indemnity from the assets held on trust by it under the security trust deed.
However, this limitation will not apply to the extent that the security trustee
limits its right of indemnity as a result of its own fraud, negligence or
wilful default.
The security trust deed contains a range of other provisions regulating
the scope of the security trustee's duties and liabilities. These include the
following:
. the security trustee is not required to monitor whether an event of
default has occurred or compliance by the issuer trustee or manager
with the transaction documents or their other activities;
. the security trustee is not required to do anything unless its
liability is limited in a manner satisfactory to it;
. the security trustee is not responsible for the adequacy or
enforceability of any transaction documents;
. except as expressly stated in the security trust deed, the security
trustee need not give to the Secured Creditors information concerning
the issuer trustee or the trust which comes into the possession of
the security trustee;
. the issuer trustee gives wide ranging indemnities to the security
trustee in relation to its role as security trustee; and
. the security trustee may rely on documents and information provided
by the issuer trustee or manager.
Events of Default
Each of the following is an event of default under the security trust
deed:
. the issuer trustee retires or is removed, or is required to retire or
be removed, as trustee of the trust and is not replaced within 30
days and the manager fails within a further 20 days to convene a
meeting of debt security holders and beneficiaries of the Medallion
Program trusts in accordance with the master trust deed;
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. the security trustee has actual notice or is notified by the manager
or the issuer trustee that the issuer trustee is not entitled for any
reason to fully exercise its right of indemnity against the assets of
the trust to satisfy any liability to a Secured Creditor and the
circumstances are not rectified to the reasonable satisfaction of the
security trustee within 14 days of the security trustee requiring
this;
. the trust is not properly constituted or is imperfectly constituted
in a manner or to an extent that is regarded by the security trustee
acting reasonably to be materially prejudicial to the interests of
any class of Secured Creditor and is incapable of being, or is not
within 30 days of the discovery thereof, remedied;
. an Insolvency Event occurs in respect of the issuer trustee in its
capacity as trustee of the trust;
. distress or execution is levied or a judgment, order or encumbrance
is enforced, or becomes enforceable, over any of the assets of the
trust for an amount exceeding A$1,000,000, either individually or in
aggregate, or can be rendered enforceable by the giving of notice,
lapse of time or fulfilment of any condition;
. the charge under the security trust deed:
. is or becomes wholly or partly void, voidable or unenforceable; or
. loses its priority, subject only to the Prior Interest, as a first
ranking charge, other than as mandatorily preferred by law or by
an act or omission of the security trustee;
. subject only to the Prior Interest, the issuer trustee attempts to
create or allows to exist a security interest over the assets of the
trust otherwise than in accordance with the master trust deed, the
series supplement or the security trust deed;
. the Australian Commissioner of Taxation, or its delegate, determines
to issue a notice under section 74 of the Sales Tax Assessment Act
1992, section 34 of the Taxation Administration Act, 1953 or sections
260-5 to 260-20 of the Taxation Administration Act 1953 or section
218 or 255 of the Income Tax Assessment Act 1936 for any amount due
by the issuer trustee in respect of any tax under any such Act or any
fines and costs imposed on the issuer trustee or a governmental
agency takes any other steps which will result in an amount of tax or
an amount owing to a governmental agency ranking ahead of the charge
with respect to any charged property under a statute; and
. any Secured Moneys are not paid within 10 days of when due, other
than amounts due to the Class B noteholders.
The security trustee may determine that any event that would otherwise be an
event of default under the security trust deed will not be treated as an event
of default, where this will not in the opinion of the security trustee be
materially prejudicial to the interests of the Secured Creditors. However, it
must not do so in contravention of any prior directions in an Extraordinary
Resolution of Voting Secured Creditors. Unless the security trustee has made
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such an election, and providing that the security trustee is actually aware of
the occurrence of an event of default, the security trustee must promptly and,
in any event, within 2 business days, convene a meeting of the Voting Secured
Creditors at which it shall seek at directions from the Voting Secured
Creditors by way of Extraordinary Resolution regarding the action it should
take as a result of that event of default.
Meetings of Voting Secured Creditors
The security trust deed contains provisions for convening meetings of the
Voting Secured Creditors to enable the Voting Secured Creditors to direct or
consent to the security trustee taking or not taking certain actions under the
security trust deed, including directing the security trustee to enforce the
security trust deed. Meetings may also be held of a class or classes of Voting
Secured Creditors under the security trust deed.
Voting Procedures
Every question submitted to a meeting of Voting Secured Creditors shall
be decided in the first instance by a show of hands. If a show of hands results
in a tie, the chairman shall both on a show of hands and on a poll have a
casting vote. A representative is a person or body corporate appointed as a
proxy for a Voting Secured Creditor or a representative of a corporate Voting
Secured Creditor under the Australian Corporations Law. On a show of hands,
every person holding, or being a representative holding or representing other
persons who hold, Secured Moneys shall have one vote. If at any meeting a poll
is demanded, every person who is present shall have one vote for every A$10 of
Secured Moneys owing to it, converted, in the case of the Class A-1
noteholders, to Australian dollars at either the A$ Exchange Rate or the spot
rate used for the calculation of amounts payable on the early termination of
the currency swap, whichever produces the lowest amount in Australian dollars.
A resolution of all the Voting Secured Creditors, including an
Extraordinary Resolution, may be passed, without any meeting or previous notice
being required, by an instrument or notes in writing which have been signed by
all of the Voting Secured Creditors.
Enforcement of the Charge
Upon a vote at a meeting of Voting Secured Creditors called following an
event of default under the security trust deed, or by a resolution in writing
signed by all Voting Secured Creditors, the Voting Secured Creditors may direct
the security trustee by Extraordinary Resolution to do any or all of the
following:
. declare all Secured Moneys immediately due and payable;
. appoint a receiver over the trust assets and determine the
remuneration to be paid to that receiver;
. sell and realize the assets of the trust and otherwise enforce the
charge; or
. take any other action as the Voting Secured Creditors may specify in
the terms of such Extraordinary Resolution.
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Any enforcement action taken by the security trustee will only relate to
the same rights in relation to the assets of the trust as are held by the
issuer trustee. This means that even after an enforcement, the security
trustee's interest in the assets of the trust will remain subject to the rights
of the seller and the servicer arising under the master trust deed and the
series supplement.
No Secured Creditor is entitled to enforce the charge under the security
trust deed, or appoint a receiver or otherwise exercise any power conferred by
any applicable law on charges, otherwise than in accordance with the security
trust deed.
The Class A-1 Note Trustee as Voting Secured Creditor
If an event of default, or any event which, with the giving of notice or
lapse of time or both, would constitute an event of default, under the security
trust deed occurs and is continuing, the Class A-1 note trustee must deliver
notice of that event to each Class A-1 noteholder within 10 days, or sooner if
required by the rules of the London Stock Exchange or any other stock exchange
on which the Class A-1 notes are listed, of becoming aware of that event
provided that, except in the case of a default in payment of interest and
principal on the Class A-1 notes, the note trustee may withhold such notice if
it determines in good faith that withholding the notice is in the interests of
Class A-1 noteholders.
The rights, remedies and discretion of the Class A-1 noteholders under
the security trust deed, including all rights to vote or give instructions or
consents to the security trustee and to enforce its undertakings and
warranties, may only be exercised by the Class A-1 note trustee on behalf of
the Class A noteholders except in limited circumstances as specified in the
security trust deed. The security trustee may rely on any instructions or
directions given to it by the Class A-1 note trustee as being given on behalf
of the Class A-1 noteholders without inquiry about compliance with the Class A-
1 note trust deed.
If any of the Class A-1 notes remain outstanding and are due and payable
otherwise than by reason of a default in payment of any amount due on the Class
A-1 notes, the Class A-1 note trustee must not vote under the security trust
deed to dispose of the assets of the trust unless:
. a sufficient amount would be realized to discharge in full all
amounts owing to the Class A-1 noteholders, and any other amounts
payable by the issuer trustee ranking in priority to or equal with
the Class A-1 notes;
. the Class A-1 note trustee is of the opinion, reached after
considering at any time and from time to time the advice of a
investment bank or other financial adviser selected by the Class A-1
note trustee, that the cash flow receivable by the issuer trustee or
the security trustee under the security trust deed will not, or that
there is a significant risk that it will not, be sufficient, having
regard to any other relevant actual, contingent or prospective
liabilities of the issuer trustee, to discharge in full in due
course all the amounts referred to in the preceding paragraph; or
. the Class A-1 note trustee is so directed by the holders of 75% of
the aggregate Invested Amount of the Class A-1 notes.
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Limitations of Actions by the Security Trustee
The security trustee is not obliged to take any action, give any consent
or waiver or make any determination under the security trust deed without being
directed to do so by an Extraordinary Resolution of the Voting Secured
Creditors in accordance with the security trust deed, unless in the opinion of
the security trustee the delay required to obtain such directions would be
prejudicial to Secured Creditors as a class. The security trustee is not
obligated to act unless it obtains an indemnity from the Voting Secured
Creditors and funds have been deposited on behalf of the security trustee to
the extent to which it may become liable for the relevant enforcement actions.
If the security trustee convenes a meeting of the Voting Secured
Creditors, or is required by an Extraordinary Resolution to take any action
under the security trust deed, and advises the Voting Secured Creditors before
or during the meeting that it will not act in relation to the enforcement of
the security trust deed unless it is personally indemnified by the Voting
Secured Creditors to its reasonable satisfaction against all actions,
proceedings, claims and demands to which it may render itself liable, and all
costs, charges, damages and expenses which it may incur in relation to the
enforcement of the security trust deed and is put in funds to the extent to
which it may become liable, including costs and expenses, and the Voting
Secured Creditors refuse to grant the requested indemnity, and put the security
trustee in funds, then the security trustee is not obliged to act in relation
to that enforcement under the security trust deed. In those circumstances, the
Voting Secured Creditors may exercise such of those powers conferred on them by
the security trust deed as they determine by Extraordinary Resolution.
Priorities under the Security Trust Deed
The proceeds from the enforcement of the charge are to be applied in the
following order of priority, subject to any statutory or other priority which
may be given priority by law and subject to the application of proceeds of the
termination of the currency swap as described in the next paragraph:
. first, rateably to pay amounts owing or payable under the security
trust deed to indemnify the security trustee against all loss and
liability incurred by the security trustee or any receiver in acting
under the security trust deed, except the receiver's remuneration,
and in payment of the Prior Interest;
. second, to pay rateably any fees due to the security trustee, the
Class A-1 note trustee or the principal paying agent and the
receiver's remuneration;
. third, to pay rateably other outgoings and liabilities that the
receiver, the security trustee or the Class A-1 note trustee have
incurred in acting under the security trust deed, and, in the case
of the Class A-1 note trustee, under the Class A-1 note trust deed;
. fourth, to pay any security interests over the assets of the trust
of which the security trustee is aware having priority to the charge
under the security trust deed, other than the Prior Interest, in the
order of their priority;
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. fifth, to pay the Class A-1 noteholders the proceeds, if any, of any
termination payment received from a currency swap provider toward
satisfaction of any Secured Moneys owing in relation to the Class A-
1 notes;
. sixth, to pay the liquidity facility provider any unutilized cash
collateral lodged with the issuer trustee by the liquidity facility
provider and any unpaid interest on that cash collateral;
. seventh, to pay the seller any unpaid Accrued Interest Adjustment;
. eighth, to pay rateably:
. the Class A noteholders and redraw bondholders all other Secured
Moneys owing in relation to the Class A notes and redraw bonds.
For this purpose, the Secured Moneys owing in respect of the
Class A notes and redraw bonds will be calculated based on a
principal component of their Stated Amount and in the case of the
Class A-1 notes will be converted from US dollars to Australian
dollars at the A$ Exchange Rate or the spot exchange rate used
for the calculation of any termination payment upon the
termination of the currency swap, as determined by the security
trustee in each case, which ever rate produces the lesser amount
of Australian dollars. This will be applied:
. first, rateably towards all unpaid interest on the Class A
notes and redraw bonds; and
. second, rateably to reduce the Stated Amount of the Class A
notes and redraw bonds;
. any other Secured Moneys owing to the liquidity facility
provider;
. any Secured Moneys owing to the standby redraw facility provider
provided that for this purpose the Secured Moneys owing in
respect of the principal component of the standby redraw facility
will exclude unreimbursed principal charge-offs;
. rateably all Secured Moneys owing to each swap provider; and
. all unpaid redraws and further advances owing to the seller and
the seller deposit;
. ninth, to pay rateably to the Class A noteholders, the redraw
bondholders and the standby redraw facility provider all
unreimbursed principal charge-offs constituting remaining Secured
Moneys owing in respect of the Class A notes, the redraw bonds and
the standby redraw facility. For this purpose, the Secured Moneys in
respect of the Class A-1 notes will be converted from US dollars to
Australian dollars at the A$ Exchange Rate or the spot exchange rate
used for the calculation of any termination payment upon the
termination of the currency swap, as determined by the security
trustee in each case, which ever rate produces the lesser amount of
Australian dollars;
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. tenth, if there are still Secured Moneys owing in respect of the
Class A-1 notes, after the application of the preceding paragraphs,
to pay the remaining Secured Moneys owing in relation to the Class
A-1 notes;
. eleventh, equally to the Class B noteholders;
. twelfth, to pay rateably to each Secured Creditor any monetary
liabilities owing to that Secured Creditor under any transaction
document and not satisfied under the preceding paragraphs;
. thirteenth, to pay subsequent security interests over the assets of
the trust of which the security trustee is aware, in the order of
their priority; and
. fourteenth, to pay any surplus to the issuer trustee to be
distributed in accordance with the terms of the master trust deed
and the series supplement. The surplus will not carry interest as
against the security trustee.
Any proceeds from the termination of the currency swap must be applied first in
accordance with the fifth bullet point above, with any remaining proceeds to be
applied in accordance with the order of priority set out above.
Payments to Class A-1 noteholders will be effected in US$ obtained by the
security trustee either from a US$ termination payment received from a currency
swap provider or by converting the A$ available for such payments, based on the
priority set out above, at the spot exchange rate.
Upon enforcement of the security created by the security trust deed, the
net proceeds may be insufficient to pay all amounts due on redemption to the
noteholders and redraw bondholders. Any claims of the noteholders and redraw
bondholders remaining after realization of the security and application of the
proceeds shall be extinguished.
Security Trustee's Fees and Expenses
The issuer trustee shall reimburse the security trustee for all costs and
expenses of the security trustee incurred in performing its duties under the
security trust deed. The security trustee shall receive a fee in the amount
agreed from time to time by the issuer trustee, the security trustee and the
manager provided that the rating agencies must be given prior notice of any
variation of the fee and the fee may not be varied if this would result in a
reduction, qualification or withdrawal of the credit rating of any note or
redraw bond.
Retirement and Removal of the Security Trustee
The security trustee must retire if:
. an Insolvency Event occurs with respect to it;
. it ceases to carry on business;
. the issuer trustee, where it is a related body corporate, retires or
is removed from office and the manager requires the security trustee
by notice in writing to retire;
. the Voting Secured Creditors require it to retire by an
Extraordinary Resolution;
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. it breaches a material duty and does not remedy the breach with 14
days notice from the manager or the issuer trustee;
. there is a change in ownership or effective control of the security
trustee without the consent of the manager; or
. in the case of the first security trustee only, its associated
company retires or is removed as trustee of the trust.
If the security trustee is removed, the issuer trustee, or failing it the
manager, may appoint a replacement security trustee which is an authorized
trustee corporation under the Australian Corporations Law with the approval of
the rating agencies.
The security trustee may retire on 3 months notice. If the security
trustee retires, it may appoint an authorized trustee corporation to act in its
place with the approval of the manager, which must not be unreasonably
withheld, and the rating agencies. If the security trustee does not propose a
replacement by one month prior to the date of its retirement, the manager is
entitled to appoint a substitute security trustee which must be an authorized
trustee corporation approved by the rating agencies.
If a substitute security trustee has not been appointed at a time when
the position of security trustee becomes vacant, the manager must act as
security trustee and must promptly convene a meeting of Voting Secured
Creditors who may by Extraordinary Resolution appoint a replacement security
trustee. While the manager acts as security trustee, it is entitled to the
security trustee's fee.
Amendment
The issuer trustee, the manager, the security trustee and the Class A-1
note trustee, may alter, add to or revoke any provision of the security trust
deed, subject to the limitations described below, if the alteration, addition
or revocation:
. in the opinion of the security trustee is made to correct a manifest
error or is of a formal, technical or administrative nature only;
. in the opinion of the security trustee, or of a lawyer instructed by
the security trustee, is necessary or expedient to comply with the
provisions of any law or regulation or with the requirements of any
statutory authority;
. in the opinion of the security trustee is appropriate or expedient
as a consequence of an alteration to any law or regulation or
altered requirements of the government of any jurisdiction or any
governmental agency or any decision of any court including an
alteration, addition or revocation which is appropriate or expedient
as a result of an alteration to Australia's tax laws or any ruling
by the Australian Commissioner or Deputy Commissioner of Taxation or
any governmental announcement or statement or any decision of any
court, which has or may have the effect of altering the manner or
basis of taxation of trusts generally or of trusts similar to the
trust under the security trust deed;
. in the opinion of the security trustee is otherwise desirable for
any reason.
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If any alteration, addition or revocation referred to in the last bullet
point above, in the opinion of the Class A-1 note trustee, affects the Class A-
1 noteholders only or in a manner differently to Secured Creditors generally,
alters the terms of the Class A-1 notes or is materially prejudicial to the
interests of Class A-1 noteholders, the alteration, addition or revocation will
not be effective unless the consent of Class A-1 noteholders owning 75% of the
aggregate Invested Amount balance of the Class A-1 notes is obtained.
Any alteration, addition or revocation must be notified to the rating
agencies 5 Business Days in advance.
The Class A-1 note trustee will be entitled to assume that any proposed
alteration, addition or revocation will not be materially prejudicial to the
interests of the Class A-1 noteholders if each of the rating agencies confirms
in writing that if the alteration, addition or revocation is effected this will
not lead to a reduction, qualification or withdrawal of the then rating given
to the Class A-1 notes by the rating agency.
If any alteration, addition or revocation referred to above effects or
purports to effect a Payment Modification it will not be effective as against a
given Class A-1 noteholder unless consented to by that Class A-1 noteholder.
The Liquidity Facility
Advances and Facility Limit
Under the liquidity facility agreement, the liquidity facility provider
agrees to make advances to the issuer trustee for the purpose of meeting
shortfalls between the Finance Charge Collections, Mortgage Insurance Interest
Proceeds and Other Income on a distribution date and the payments to be made
from the Available Income Amount, other than reimbursements of principal
charge-offs or payments to the residual unitholder, on that distribution date.
The liquidity facility provider agrees to make advances to the issuer
trustee up to the liquidity limit. The liquidity limit is equal to the least
of:
. A$48 million;
. the Performing Housing Loans Amount at that time; and
. the amount agreed by the liquidity facility provider, the manager
and the rating agencies.
Conditions Precedent to Drawing
The liquidity facility provider is only obliged to make an advance if:
. no event of default under the liquidity facility exists or will
result from the provision of the advance;
. the representations and warranties by the issuer trustee and the
manager in any transaction document are true and correct as of the
date of the drawdown notice and the drawdown; and
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. other than statutory priorities, the liquidity facility provider has
not received notice of any security interest ranking in priority to
or equal with its security interest under the security trust deed.
Interest and fees under the Liquidity Facility
Interest accrues daily on the principal outstanding under the liquidity
facility at the Bank Bill Rate plus a margin, calculated on the number of days
elapsed and a 365 day year. Interest is payable quarterly in arrears on each
distribution date to the extent that funds are available for this purpose in
accordance with the series supplement. Unpaid interest will be capitalized and
will accrue interest from the date not paid.
A commitment fee with respect to the unutilized portion of the redraw
limit accrues daily, calculated on the number of days elapsed and a 365 day
year. The commitment fee is payable quarterly in arrears on each distribution
date to the extent that funds are available for this purpose in accordance with
the series supplement.
The interest rate and the commitment fee under the liquidity facility may
be varied by agreement between the liquidity facility provider, the issuer
trustee and the manager. However, the rating agencies must be notified of any
proposed variation and the interest rate and the commitment fee will not be
varied if this would result in the reduction, qualification or withdrawal of
any credit rating of a note or redraw bond.
Repayment of Liquidity Advances
Advances under the liquidity facility are repayable on the following
distribution date from the funds available for this purpose in accordance with
the series supplement.
Downgrade of Liquidity Facility Provider
If the liquidity facility provider does not have short term credit
ratings of at least A-1+ by Standard & Poor's, P-1 by Moody's and F1+ by Fitch
IBCA, it must within 5 Business Days, or longer if agreed by the rating
agencies, deposit in the collections account an amount equal to the unutilized
portion of the liquidity limit. Following this, all drawings under the
liquidity facility will be made from that deposit. If the liquidity facility
provider regains the required credit ratings, the unutilized portion of that
deposit will be repaid to it.
Events of Default under the Liquidity Facility Agreement
The following are events of default under the liquidity facility:
. the issuer trustee fails to pay to the liquidity facility provider
any amount owing to it under the liquidity facility agreement within
10 Business Days of its due date where funds are available for this
purpose under the series supplement;
. the issuer trustee alters the priority of payments under the
transaction documents without the consent of the liquidity facility
provider; and
. an event of default occurs under the security trust deed and any
enforcement action is taken under the security trust deed.
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Consequences of an Event of Default
At any time after an event of default under the liquidity facility
agreement, the liquidity facility provider may do all or any of the following:
. declare all moneys actually or contingently owing under the
liquidity facility agreement immediately due and payable; and
. terminate the liquidity facility.
Termination
The liquidity facility will terminate upon the earlier to occur of:
. the distribution date in July, 2031;
. the date on which the liquidity facility provider declares the
liquidity facility terminated following an event of default under
the liquidity facility or where it becomes unlawful or impossible to
maintain or give effect to its obligations under the liquidity
facility;
. the date one month after all notes and redraw bonds are redeemed;
. the distribution date upon which the issuer trustee, as directed by
the manager, appoints a replacement liquidity facility provider,
provided that each rating agency has confirmed that this will not
result in a reduction, qualification or withdrawal of any credit
rating assigned by it to the notes or redraw bonds; and
. the date upon which the liquidity limit is reduced to zero by
agreement between the liquidity facility provider, the manager and
the rating agencies.
Increased Costs
If, by reason of any change in law or its interpretation or
administration or because of compliance with any request from a governmental
agency, the liquidity facility provider incurs new or increased costs, obtains
reduced payments or returns or becomes liable to make any payment based on the
amount of advances outstanding under the liquidity facility agreement, the
issuer trustee must pay the liquidity facility provider an amount sufficient to
indemnify it against that cost, increased cost, reduction or liability.
The Standby Redraw Facility
Advances and Facility Limit
Under the standby redraw facility agreement, the standby redraw facility
provider agrees to make advances to the issuer trustee for the purpose of
reimbursing redraws and further advances made by the seller to the extent that
Principal Collections, Mortgage Insurance Principal Proceeds, Other Principal
Amounts and Principal Charge-off Reimbursements are insufficient to fund such
redraws and further advances on a distribution date.
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The standby redraw facility provider agrees to make advances to the
issuer trustee up to the redraw limit. The redraw limit is equal to the lesser
of:
. A$50 million; and
. the Performing Housing Loans Amount at that time,
or such greater or lesser amount agreed by the standby redraw facility
provider, the manager and the rating agencies.
Conditions Precedent to Drawing
The standby redraw facility provider is only obliged to make an advance
if:
. no event of default under the standby redraw facility exists or will
result from the provision of the advance;
. the representations and warranties by the issuer trustee in any
transaction document are true and correct as of the date of the
drawdown notice and the drawdown; and
. other than statutory priorities, the standby redraw facility
provider has not received notice of any security interest ranking in
priority to or equal with its security under the security trust
deed.
Interest and fees under the Standby Redraw Facility
Interest accrues daily on the principal outstanding under the standby
redraw facility, adjusted for principal charge-offs and principal charge-off
reimbursements as described below, at the Bank Bill Rate plus a margin,
calculated on the number of days elapsed and a 365 day year. Interest is
payable quarterly in arrears on each distribution date to the extent that funds
are available for this purpose in accordance with the series supplement. Unpaid
interest will be capitalized and will accrue interest from the date not paid.
A commitment fee with respect to the unutilized portion of the redraw
limit accrues daily, calculated on the number of days elapsed and a 365 day
year. The commitment fee is payable quarterly in arrears on each distribution
date to the extent that funds are available for this purpose in accordance with
the series supplement.
The interest rate and the commitment fee under the standby redraw
facility may be varied by agreement between the standby redraw facility
provider, the issuer trustee and the manager. However, the rating agencies must
be notified of any proposed variation and the interest rate and the commitment
fee will not be varied if this would result in the reduction, qualification or
withdrawal of any credit rating of a note or redraw bond.
Repayment of Standby Redraw Advances
Advances under the standby redraw facility are repayable on the following
distribution date from the funds available for this purpose in accordance with
the series supplement.
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However, in certain circumstances, the principal outstanding under the
standby redraw facility will be reduced by way of principal charge-off or
increased by a reimbursement of principal charges-offs, as described in
"Description of the Class A-1 Notes--Principal Charge-offs." The amount of
principal to be repaid under the standby redraw facility on a distribution
date is the outstanding principal as reduced by any principal charge-offs or
increased by any principal charge-off reimbursements.
Events of Default under the Standby Redraw Facility Agreement
The following are events of default under the standby redraw facility:
. the issuer trustee fails to pay to the standby redraw facility
provider any amount owing under the standby redraw facility agreement
within 10 Business Days of its due date where funds are available for
this purpose under the series supplement;
. the issuer trustee alters the priority of payments under the
transaction documents without the consent of the standby redraw
facility provider; and
. an event of default occurs under the security trust deed and any
enforcement action is taken under the security trust deed.
Consequences of an Event of Default
At any time after an event of default under the standby redraw facility
agreement, the standby redraw facility provider may do all or any of the
following:
. declare all moneys actually or contingently owing under the standby
redraw facility agreement immediately due and payable; and
. terminate the standby redraw facility.
Termination
The term of the standby redraw facility is 364 days from the date of the
standby redraw facility agreement. The term may be renewed at the option of
the standby redraw facility provider if it receives a request for an extension
from the manager 60 days prior to the scheduled termination. If the standby
redraw facility provider agrees to an extension, the term of the standby
redraw facility will be extended to the date specified by the standby redraw
facility provider, which must not be more than 364 days, subject to any
further agreed extension.
The standby redraw facility will terminate upon the earlier to occur of
the following:
. the date on which the standby redraw facility provider declares the
standby redraw facility terminated following an event of default
under the standby redraw facility or where it becomes unlawful or
impossible to maintain or give effect to its obligations under the
standby redraw facility; and
. 364 days from the date of the standby redraw facility agreement or
any extension as set out above.
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Increased Costs
If by reason of any change in law or its interpretation or
administration or because of compliance with any request from a governmental
agency, the standby redraw facility provider incurs new or increased costs,
obtains reduced payments or returns or becomes liable to any payment based on
the amount of advances outstanding under the standby redraw facility
agreement, the issuer trustee must pay the standby redraw facility provider an
amount sufficient to indemnify it against that cost, increased cost, reduction
or liability.
Servicing of the Housing Loans
Appointment and Obligations of Servicer
Commonwealth Bank is appointed as servicer of the housing loans on the
terms set out in the series supplement.
The servicer is required to administer the housing loans in the
following manner:
. in accordance with the series supplement;
. in accordance with the servicer's procedures manual and policies as
they apply to those housing loans, which are under regular review
and may change from time to time in accordance with business
judgment and changes to legislation and guidelines established by
relevant regulatory bodies; and
. to the extent not covered by the preceding paragraphs, in accordance
with the standards and practices of a prudent lender in the business
of originating and servicing retail home loans.
The servicer's actions in servicing the housing loans are binding on the
issuer trustee, whether or not such actions are in accordance with the
servicer's obligations. The servicer is entitled to delegate its duties under
the series supplement however it must not delegate a material part of its
duties. The servicer at all times remains liable for the acts or omissions of
any delegate to the extent that those acts or omissions constitute a breach of
the servicer's obligations.
Powers
The function of servicing the housing loans is vested in the servicer
and it is entitled to service the housing loans to the exclusion of the issuer
trustee. The servicer has a number of express powers, which include the power:
. to release a borrower from any amount owing where the servicer has
written-off or determined to write-off that amount or where it is
required to do so by a court or other binding authority;
. subject to the preceding paragraph, to waive any right in respect of
the housing loans and their securities, except that the servicer may
not increase the term of a housing loan beyond 30 years from its
settlement date unless required to do so by a court or other binding
authority;
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. to release or substitute any security for a housing loan in
accordance with the relevant mortgage insurance policy;
. to consent to subsequent securities over a mortgaged property for a
housing loan, provided that the security for the housing loan
retains priority over any subsequent security for at least the
principal amount and accrued and unpaid interest on the housing loan
plus any extra amount determined in accordance with the servicer's
procedures manual and policies;
. to institute litigation to recover amounts owing under a housing
loan, but it is not required to do so if, based on advice from
internal or external legal counsel, it believes that the housing
loan is unenforceable or such proceedings would be uneconomical;
. to take other enforcement action in relation to a housing loan as it
determines should be taken; and
. to compromise, compound or settle any claim in respect of a mortgage
insurance policy or a general insurance policy in relation to a
housing loan or a mortgaged property for a housing loan.
Undertakings by the Servicer
The servicer has undertaken, among other things, the following:
. upon being directed by the issuer trustee following a Perfection of
Title Event, it will promptly take all action required or permitted
by law to assist the issuer trustee to perfect the issuer trustee's
legal title to the housing loans and related securities;
. to make reasonable efforts to collect all moneys due under the
housing loans and related securities and, to the extent consistent
with the series supplement, to follow such normal collection
procedures as it deems necessary and advisable;
. to comply with its material obligations under each mortgage
insurance policy;
. it will notify the issuer trustee if it becomes actually aware of
the occurrence of any Servicer Default or Perfection of Title Event;
. it will obtain and maintain all authorizations, filings and
registrations necessary to properly service the housing loans; and
. subject to the provisions of the Australian Privacy Act and its duty
of confidentiality to its clients, it will promptly make available
to the manager, the auditor of the trust and the issuer trustee any
books, reports or other oral or written information and supporting
evidence of which the servicer is aware that they reasonably request
with respect to the trust or the assets of the trust or with respect
to all matters in respect of the activities of the servicer to which
the series supplement relates.
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Administer Interest Rates
The servicer must set the interest rates to be charged on the variable
rate housing loans and the monthly instalment to be paid in relation to each
housing loan. Subject to the next paragraph, while Commonwealth Bank is the
servicer, it must charge the same interest rates on the variable rate housing
loans in the pool as it does for housing loans of the same product type which
have not been assigned to the issuer trustee.
If the basis swap has terminated while any notes or redraw bonds are
outstanding then, unless the issuer trustee has entered into a replacement
basis swap or other arrangements which the rating agencies have confirmed will
not result in a reduction, qualification or withdrawal of the credit ratings
assigned to the notes or redraw bonds, the servicer must, subject to applicable
laws, adjust the rates at which interest set-off benefits are calculated under
the mortgage interest saver accounts to rates which produce an amount of income
which is sufficient to ensure that the issuer trustee has sufficient funds to
comply with its obligations under the transaction documents as they fall due.
If rates at which such interest set-off benefits are calculated have been
reduced to zero and the amount of income produced by the reduction of the rates
on the mortgage interest saver accounts is not sufficient, the servicer must
ensure that the weighted average of the variable rates charged on the housing
loans is sufficient, subject to applicable laws, including the Australian
Consumer Credit Code, assuming that all relevant parties comply with their
obligations under the housing loans and the transaction documents, to ensure
that issuer trustee has sufficient funds to comply with its obligations under
the transaction documents as they fall due.
Collections
The servicer will receive collections on the housing loans from
borrowers. The servicer must deposit any collections into the collections
account within 5 Business Days following its receipt. However if the
collections account is permitted to be maintained with the servicer and:
. the servicer has short term credit ratings of A-1+ from Standard &
Poor's, P-1 from Moody's and F1+ from Fitch IBCA or, when the seller
is the servicer, F1 from Fitch IBCA, it may retain collections until
10:00 am on the day which is 2 Business Days before the distribution
date following the end of the relevant collection period;
. the servicer has short term credit ratings of no lower than A-1 from
Standard & Poor's, P-1 from Moody's and F1 from Fitch IBCA, it may
retain collections until 10.00 am on the Business Day which is the
earlier of 30 days from receipt and 2 Business Days before the
distribution date following the end of the relevant collection
period. However, while the sum of all collections held by the
servicer and the value of any Authorized Short-Term Investments
which are with, or issued by, a bank or financial institution which
has a short-term credit rating of A-1 from Standard & Poor's,
exceeds 20% of the aggregate of the Stated Amounts of the notes and
redraw bonds, the servicer will only be entitled to retain any
additional collections received for 2 Business Days following
receipt; and
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. the servicer has no credit ratings or has short term credit ratings
of lower than A-1 from Standard & Poor's, lower than P-1 from Moody's
or lower than F1 from Fitch IBCA, it may retain collections for 2
Business Days following receipt.
After the applicable period referred to above, the servicer must deposit
the collections into the collections account.
If collections are retained by the servicer in accordance with the first
two paragraphs above, the servicer may retain any interest and other income
derived from those collections but must when depositing the collections into
the collections account also deposit interest on the collections retained
equal to the interest that would have been earned on the collections if they
had been deposited in the collections account within 5 Business Days of their
receipt by the servicer.
Servicing Compensation and Expenses
The servicer is entitled to a quarterly fee, payable in arrears on each
distribution date.
The servicer's fee may be varied by agreement between the issuer trustee,
the manager and the servicer provided that the rating agencies are notified
and the servicer's fee is not varied if it would cause a reduction,
qualification or withdrawal in the credit rating of a note or redraw bond.
If the servicer becomes liable to remit to a governmental agency an
amount of Australian goods and services tax in connection with the trust, the
servicer will pay goods and services tax on its own account and will not be
entitled to any reimbursement from the assets of the trust. However, the fees
payable to the servicer may be adjusted, in accordance with the series
supplement.
The manager and the servicer may from time to time agree to adjust the
servicing fee subject to written confirmation from the rating agencies that
the adjustment will not result in a reduction, qualification or withdrawal of
the credit ratings then assigned by them to the notes. Any adjustments will be
effective following written notice of the adjustment by the manager to the
issuer trustee.
The servicer must pay from its own funds all expenses incurred in
connection with servicing the housing loans except for expenses in connection
with the enforcement of any housing loan or its related securities, the
recovery of any amounts owing under any housing loan or any amount repaid to a
liquidator or trustee in bankruptcy pursuant to any applicable law, binding
code, order or decision of any court, tribunal or the like or based on advice
of the servicer's legal advisers, which amounts are recoverable from the
assets of the trust.
Liability of the Servicer
The servicer will not be liable for any loss incurred by any noteholder,
any redraw bondholder, any creditor of the trust or any other person except to
the extent that such loss is caused by a breach by the servicer or any
delegate of the servicer of the series supplement or any fraud, negligence or
wilful default by the servicer. In addition, the servicer will not be
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liable for any loss in respect of a default in relation to a housing loan in
excess of the amount outstanding under the housing loan at the time of default
less any amounts that the issuer trustee has received or is entitled to receive
under a mortgage insurance policy in relation to that housing loan.
Removal, Resignation and Replacement of the Servicer
If the issuer trustee has determined that the performance by the servicer
of its obligations under the series supplement is no longer lawful and there is
no reasonable action that the servicer can take to remedy this, or a Servicer
Default is subsisting, the issuer trustee must by notice to the servicer
immediately terminate the rights and obligations of the servicer and appoint
another bank or appropriately qualified organization to act in its place.
A Servicer Default occurs if:
. the servicer fails to remit any collections or other amounts received
within the time periods specified in the series supplement and that
failure is not remedied within 5 Business Days, or such longer period
as the issuer trustee may agree, of notice of that failure given by
the manager or the issuer trustee;
. the servicer fails to prepare and transmit the information required
by the manager by the date specified in the series supplement and
that failure is not remedied within 20 Business Days, or such longer
period as the issuer trustee may agree, of notice of that failure
given by the manager or the issuer trustee and has or will have an
Adverse Effect as reasonably determined by the issuer trustee;
. a representation, warranty or certification made by the servicer in a
transaction document or in any certificate delivered pursuant to a
transaction document proves incorrect when made and has or will have
an Adverse Effect as reasonably determined by the issuer trustee and
is not remedied within 60 Business Days after receipt by the servicer
of notice from the issuer trustee requiring remedy;
. an Insolvency Event occurs in relation to the servicer;
. if the servicer is the seller and is acting as custodian, it fails to
deliver all the mortgage documents to the issuer trustee following a
document transfer event in accordance with the series supplement and
does not deliver to the issuer trustee the outstanding documents
within 20 Business Days of receipt of a notice from the issuer
trustee specifying the outstanding documents;
. the servicer fails to adjust the rates on the mortgage interest saver
accounts or fails to maintain the required threshold rate on the
housing loans following termination of the basis swap and that
failure is not remedied within 20 Business Days of its occurrence; or
. the servicer breaches its other obligations under a transaction
document and that breach has or will have an Adverse Effect as
reasonably determined by the issuer trustee and:
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. the breach is not remedied within 20 Business Days after receipt
of notice from the trustee or manager requiring its remedy; and
. the servicer has not paid satisfactory compensation to the issuer
trustee.
The servicer may voluntarily retire if it gives the issuer trustee 3
months' notice in writing or such lesser period as the servicer and the issuer
trustee agree. Upon retirement the servicer may appoint in writing any other
corporation approved by the issuer trustee, acting reasonably. If the servicer
does not propose a replacement by one month prior to its proposed retirement,
the issuer trustee may appoint a replacement.
Pending the appointment of a new servicer, the issuer trustee will act as
servicer and will be entitled to the servicer's fee.
The appointment of a substitute servicer is subject to confirmation from
the rating agencies that the appointment will not cause a reduction,
qualification or withdrawal in the credit ratings of the notes or redraw bonds.
Seller Deposit
If the seller has a short-term deposit credit rating by Moody's of less
than P-1 or such other rating as is agreed between the issuer trustee, the
seller, the manager and Moody's or has a long term deposit credit rating
assigned by Standard & Poor's or Fitch IBCA of less than BBB or such other
rating as is agreed between the issuer trustee, the seller, the manager and
Standard & Poor's or Fitch IBCA, as the case may be, it must in respect of set-
off risk in relation to the trust:
. deposit or maintain in an account, which may be the collections
account provided it is held with an entity with a short term credit
rating of A-1+ by Standard & Poor's, on each distribution date, after
giving effect to the payments to be made on that distribution date,
an amount being the higher of: the amount specified by Standard &
Poor's from time to time; or the amount determined in accordance with
the series supplement or otherwise agreed by Moody's or Fitch IBCA.
This deposit may be utilized by the issuer trustee to meet any
liabilities of the seller to the issuer trustee in relation to the
exercise of set-off rights in relation to the housing loans, which
the seller has not met within 20 Business Days of notice from the
issuer trustee or the manager; or
. enter into such other arrangement from time to time agreed between
the seller and the relevant rating agency so as to ensure that rating
agency does not reduce, qualify or withdraw any credit rating
assigned by it to the notes or redraw bonds.
Custody of the Housing Loan Documents
Document Custody
The seller will retain all documents relating to the housing loans, their
securities and, where applicable, the certificates of title to property subject
to those securities, until a transfer of the housing loan documents to the
issuer trustee as described below.
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The seller's duties and responsibilities as custodian include:
. holding the housing loan documents in accordance with its standard
safe keeping practices and in the same manner and to the same extent
as it holds its own documents;
. marking and segregating the security packages containing the housing
loan documents in a manner to enable easy identification by the
issuer trustee when the issuer trustee is at the premises where the
housing loan documents are located with a letter provided by the
seller explaining how those security packages are marked or
segregated;
. maintaining reports on movements of the housing loan documents;
. providing to the issuer trustee prior to the closing date and on each
distribution date computer diskettes containing certain information
in relation to the storage of the housing loan documents and the
borrower, mortgaged property and housing loan account number in
relation to each housing loan; and
. curing any deficiencies noted by the auditor in a document custody
auditor report.
Audit
The seller will be audited by the auditor of the trust on an annual basis
in relation to its compliance with its obligations as custodian of the housing
loan documents and will be instructed to provide a document custody audit
report. The document custody audit report will grade the seller from "A" (good)
to "D" (adverse). If the seller receives an adverse document custody audit
report, the issuer trustee must instruct the auditor to conduct a further
document custody audit report.
Transfer of Housing Loan Documents
If:
. an adverse document custody audit report is provided by the auditor
and a further report, conducted no earlier than one month nor later
than two months after the first report, is also an adverse report;
. the issuer trustee replaces Commonwealth Bank as the servicer when
entitled to do so; or
. the long term debt rating of the seller is downgraded below BBB by
Standard & Poor's or Fitch IBCA or Baa2 by Moody's or such other
rating as is agreed between the manager, the servicer and the
relevant rating agency,
the seller, upon notice from the issuer trustee, must transfer custody of the
housing loan documents to the issuer trustee. This obligation will be satisfied
if the seller delivers the housing loan documents in relation to 90% by number
of the housing loans within 5 Business Days of that notice and the balance
within 10 Business Days of that notice.
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In addition, if:
. the issuer trustee declares that a Perfection of Title Event has
occurred other than a Servicer Default referred to in the next bullet
point; or
. the issuer trustee considers in good faith that a Servicer Default
has occurred as a result of a breach of certain of the servicer's
obligations which has or will have an Adverse Effect which is not
remedied within the required period, and the issuer trustee serves a
notice on the servicer identifying the reasons why it believes that
has occurred,
the seller must, immediately following notice from the issuer trustee, transfer
custody of the mortgage documents to the issuer trustee.
The seller is not required to deliver housing loan documents that are
lodged with a governmental agency or lost but must provide a list of these to
the issuer trustee and deliver them upon receipt or take steps to replace them,
as applicable.
Reappointment of Seller as Custodian
The issuer trustee may, following a transfer of housing loan documents,
reappoint the seller as custodian of the housing loan documents provided that
the rating agencies confirm that this will not cause a reduction, qualification
or withdrawal in the credit rating of any note or redraw bond.
Clean-Up and Extinguishment
The seller will have certain rights to extinguish the issuer trustee's
interest in the housing loans and their related securities, mortgage insurance
policies and other rights, or to otherwise regain the benefit of the housing
loans and their related securities, mortgage insurance policies and other
rights, if:
. the date on which the total principal outstanding on the housing
loans is less than 10% of the total principal outstanding on the
housing loans on March , 2000 has occurred or is expected to occur on
or before the next distribution date; or
. both of the following events occur:
. the next distribution date is the distribution date falling in
July, 2007 or the issuer trustee will be entitled to redeem the
notes and redraw bonds because of the imposition of a withholding
or other tax; and
. the seller has previously notified the manager that the Australian
Prudential Regulation Authority will permit the seller to exercise
its rights to extinguish the issuer trustee's interest in the
housing loans notwithstanding that the total principal outstanding
on the housing loans is greater than 10% of the total principal
outstanding on the housing loans on March , 2000.
The seller may only exercise those rights by paying to the issuer trustee on a
distribution date the amount determined by the manager to be the aggregate of
the Fair Market Value as at the last day of the immediately preceding accrual
period of the housing loans. If any notes or redraw bonds are outstanding the
seller will not be able to exercise those rights unless the
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amount to be paid by the seller to the issuer trustee will be sufficient to
redeem the notes and redraw bonds in full. In addition, the seller may not
exercise those rights where the issuer trustee's right to redeem the notes and
redraw bonds arises from the imposition of a tax or duty applicable only to the
Class A-1 notes and the holders of 75% of the aggregate Invested Amount of the
Class A-1 notes have elected that they do not require the issuer trustee to
redeem the Class A-1 notes.
The Servicer
Servicing of Housing Loans
Under the series supplement, Commonwealth Bank will be appointed as the
initial servicer of the housing loans. The day to day servicing of the housing
loans will be performed by the servicer at Commonwealth Bank's loan processing
centers, presently located in Sydney, Melbourne, Brisbane, Perth and Adelaide,
and at Commonwealth Bank's retail branches and telephone banking and marketing
centers. Servicing procedures undertaken by loan processing centres include
partial loan security discharges, loan security substitutions, consents for
subsequent mortgages and arrears management. Customer enquiries are dealt with
by the retail branches and telephone banking and marketing centers. For a
further description of the duties of the servicer, see "Description of the
Transaction Documents--The Servicing of the Housing Loans."
Collection and Enforcement Procedures
Pursuant to the terms of the housing loans, borrowers must make the
minimum repayment due under the terms and conditions of the housing loans, on
or before each monthly installment due date. A borrower may elect to make his
or her repayments weekly or fortnightly so long as the equivalent of the
minimum monthly repayment is received on or before the monthly installment due
date. Borrowers often select repayment dates to coincide with receipt of their
salary or other income. In addition to payment to a retail branch by cash or
cheque, housing loan repayments may be made by direct debit to a nominated bank
account or direct credit from the borrower's salary by their employer. At
present over 90% of scheduled repayments on the housing loans are made by way
of direct debits to a nominated bank account.
Commonwealth Bank credits repayments to an individual housing loan on the
date of its receipt. Interest is accrued daily on the balance outstanding after
close of business and charged monthly to each relevant housing loan account.
A housing loan is subject to action in relation to arrears of payment
whenever the monthly repayment is not paid by the monthly installment due date.
However, under the terms of the housing loans, borrowers may prepay amounts
which are additional to their required monthly repayments to build up a "credit
buffer," being the difference between the total amount paid by them and the
total of the monthly repayments required to be made by them. If a borrower
subsequently fails to make some or all of a required monthly repayment, the
servicing system will apply the amount not paid against the credit buffer until
the total amount of missed payments exceeds the credit buffer. The housing loan
will be considered to be arrears only in relation to that excess. See
"Commonwealth Bank Residential Loan Program--Payment Holidays."
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Commonwealth Bank's automated collections system identifies all housing
loan accounts which are in arrears and produces lists of those housing loans.
The collection system allocates overdue loans to designated collection officers
within Commonwealth Bank who take action in relation to the arrears.
Actions taken by Commonwealth Bank in relation to delinquent accounts
will vary depending on a number of elements, including the following and, if
applicable, with the input of a mortgage insurer:
. arrears history;
. equity in the property; and
. arrangements made with the borrower to meet overdue payments.
If satisfactory arrangements cannot be made to rectify a delinquent housing
loan, legal notices are issued and recovery action is initiated by Commonwealth
Bank. This includes, if Commonwealth Bank obtains possession of the mortgaged
property, ensuring that the mortgaged property supporting the housing loan
still has adequate general home owner's insurance and that the upkeep of the
mortgaged property is maintained. Recovery action is arranged by experienced
collections staff in conjunction with internal or external legal advisers. A
number of sources of recovery are pursued including the following:
. voluntary sale by the mortgagor;
. guarantees;
. government assistance schemes;
. mortgagee sale; and
. claims on mortgage insurance.
It should be noted that Commonwealth Bank reports all actions that it takes on
overdue housing loans to the relevant mortgage insurer where required in
accordance with the terms of the mortgage insurance policies.
Collection and Enforcement Process
When a housing loan is more than 7 days delinquent a call to the borrower
is made to seek full and immediate clearance of all arrears. In the absence of
successful call contact arrears follow-up letters to the borrower are sent. If
the housing loans have a direct debit payment arrangement, a sweep of the
nominated account is made to rectify the arrears.
When a housing loan reaches 60 days delinquent, a default notice is sent
advising the borrower that if the matter is not rectified within a period of 30
days, Commonwealth Bank is entitled to commence enforcement proceedings without
further notice. Normally a further notice will be issued to a borrower on an
account which is 90 days delinquent advising the borrower that failure to
comply within 30 days will result in Commonwealth Bank exercising its power of
sale. At 120 days delinquent, a letter of demand and notice to vacate is issued
to the borrower, followed by a statement of claim at 150 days delinquent. Once
a
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statement of claim is served, Commonwealth Bank can then enter judgement in the
Supreme Court. The borrower is given up to 40 days to file a notice of
appearance and defense and, failing this, Commonwealth Bank will then have
judgment entered and will apply for a writ of possession whereby the sheriff
will set an eviction date. Appraisals and valuations are ordered and a reserve
price is set for sale by way of auction or private treaty. These time frames
assume that the borrower has either taken no action or has not honored any
commitments made in relation to the delinquency to the satisfaction of the
Commonwealth Bank and the mortgage insurers.
It should also be noted that the mortgagee's ability to exercise its
power of sale on the mortgaged property is dependent upon the statutory
restrictions of the relevant state or territory as to notice requirements. In
addition, there may be factors outside the control of the mortgagee such as
whether the mortgagor contests the sale and the market conditions at the time
of sale. These issues may affect the length of time between the decision of the
mortgagee to exercise its power of sale and final completion of the sale.
The collection and enforcement procedures may change from time to time in
accordance with business judgment and changes to legislation and guidelines
established by the relevant regulatory bodies.
Servicer Delinquency Experience
The following table summarizes the delinquency and loss experience of
Commonwealth Bank's home loan portfolio. All loans were originated and are
serviced by Commonwealth Bank.
Commonwealth Bank One-to-Four-Family Residential Loans
<TABLE>
<CAPTION>
June June June June June December
30, 1995 30, 1996 30, 1997 30, 1998 30, 1999 31, 1999
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding Balance
(A$m) 26,690 30,335 35,833 40,196 44,974 47,384
Number of Loans 502,148 549,789 624,585 642,919 651,753 654,637
% Arrears by Number
30-59 days 0.54% 0.60% 0.61% 0.51% 0.40% 0.38%
60-89 days 0.29% 0.29% 0.27% 0.20% 0.15% 0.13%
90-119 days 0.18% 0.18% 0.14% 0.13% 0.08% 0.06%
120+days 0.60% 0.58% 0.41% 0.36% 0.23% 0.17%
<CAPTION>
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Total 1.61% 1.65% 1.43% 1.20% 0.86% 0.74%
<CAPTION>
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
% Arrears by Balances
30-59 days 0.62% 0.73% 0.74% 0.63% 0.45% 0.40%
60-89 days 0.35% 0.37% 0.36% 0.25% 0.18% 0.14%
90-119 days 0.22% 0.24% 0.19% 0.17% 0.11% 0.07%
120+days 0.76% 0.81% 0.58% 0.45% 0.29% 0.20%
<CAPTION>
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Total 1.95% 2.15% 1.87% 1.50% 1.03% 0.81%
<CAPTION>
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Losses (A$m) 6.4 5.1 8.6 10.0 8.8 3.9
Net Losses as % of
Average Balances 0.026% 0.018% 0.026% 0.026% 0.021% 0.017%
<CAPTION>
======== ======== ======== ======== ======== ========
</TABLE>
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Loan losses for each period are net of recoveries including claims under
mortgage insurance policies in respect of loans with an LTV of greater than
80%. Percentage losses are calculated based on the average outstanding balance
for the period and annualized for the half year ending 31 December 1999.
The servicer does not have available details of its foreclosure
experience. It is the servicer's policy on enforcement of a housing loan to
enter into possession of the mortgaged property as mortgagee in possession
rather than to foreclose on the mortgage. See "The Servicer--Collection and
Enforcement Process". The servicer has undertaken to collect details of its
mortgagee in possession experience for the housing loans in the pool on an
ongoing basis.
There can be no assurance that the delinquency and loss experience with
respect to the housing loans comprising the housing loan pool will correspond
to the delinquency and loss experience of the servicer's mortgage portfolio set
forth in the foregoing table. The statistics shown in the preceding table
represent the delinquency and loss experience for the total residential
mortgage portfolio for each of the years presented, whereas the aggregate
delinquency and loss experience on the housing loans will depend on the results
obtained over the life of the housing loan pool. In addition, the foregoing
statistics include housing loans with a variety of payment and other
characteristics that may not correspond to those of the housing loans
comprising the housing loan pool. Moreover, if the residential real estate
market should experience an overall decline in property values such that the
principal balances of the housing loans comprising the housing loan pool become
equal to or greater than the value of the related mortgaged properties, the
actual rates of delinquencies and losses could be significantly higher than
those previously experienced by the servicer. In addition, adverse economic
conditions, which may or may not affect real property values, may affect the
timely payment by borrowers of scheduled payments of principal and interest on
the housing loans and, accordingly, the rates of delinquencies, bankruptcies
and losses with respect to the housing loan pool. You should note that
Australia experienced a period of relatively low and stable interest rates
during the period covered in the preceding tables. The Reserve Bank of
Australia has increased interest rates by 0.75% since October, 1999. If
interest rates were to rise significantly, it is likely that the rate of
delinquencies and losses would increase.
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Prepayment and Yield Considerations
The following information is given solely to illustrate the effect of
prepayments of the housing loans on the weighted average life of the notes
under the stated assumptions and is not a prediction of the prepayment rate
that might actually be experienced.
General
The rate of principal payments and aggregate amount of distributions on
the notes and the yield to maturity of the notes will relate to the rate and
timing of payments of principal on the housing loans. The rate of principal
payments on the housing loans will in turn be affected by the amortization
schedules of the housing loans and by the rate of principal prepayments,
including for this purpose prepayments resulting from refinancing, liquidations
of the housing loans due to defaults, casualties, condemnations and repurchases
by the seller. Subject, in the case of fixed rate housing loans, to the payment
of applicable fees, the housing loans may be prepaid by the mortgagors at any
time.
Prepayments
Prepayments, liquidations and purchases of the housing loans, including
optional purchase of the remaining housing loans in connection with the
termination of the trust, will result in early distributions of principal
amounts on the notes. Prepayments of principal may occur in the following
situations:
. refinancing by mortgagors with other financiers;
. receipt by the issuer trustee of enforcement proceeds due to a
mortgagor having defaulted on its housing loan;
. receipt by the issuer trustee of insurance proceeds in relation to a
claim under a mortgage insurance policy in respect of a housing loan;
. repurchase by the seller as a result of a breach by it of certain
representations, if any;
. repurchase by the seller upon a further advance being made which
exceeds the then scheduled balance of the housing loan by more than
one scheduled monthly installment;
. repurchase of the housing loans as a result of an optional
termination or a redemption for taxation or other reasons;
. receipt of proceeds of enforcement of the security trust deed prior
to the final maturity date of the notes; and
. receipt of proceeds of the sale of housing loans if the trust is
terminated while notes are outstanding, for example, if required by
law, and the housing loans are then either
. repurchased by Commonwealth Bank under its right of first refusal;
or
. sold to a third party.
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The prepayment amounts described above are reduced by repayment to the
seller of redraws and further advances as described in "Commonwealth Bank
Residential Loan Programme--Special Features of the Housing Loans--Redraws and
Further Advances."
Since the rate of payment of principal of the housing loans cannot be
predicted and will depend on future events and a variety of factors, no
assurance can be given to you as to this rate of payment or the rate of
principal prepayments. The extent to which the yield to maturity of any note
may vary from the anticipated yield will depend upon the following factors:
. the degree to which a note is purchased at a discount or premium; and
. the degree to which the timing of payments on the note is sensitive
to prepayments, liquidations and purchases of the housing loans.
A wide variety of factors, including economic conditions, the
availability of alternative financing and homeowner mobility may affect the
trust's prepayment experience with respect to the housing loans. In particular,
under Australian law, unlike the law of the United States, interest on loans
used to purchase a principal place of residence is not ordinarily deductible
for taxation purposes.
Weighted Average Lives
The weighted average life of a note refers to the average amount of time
that will elapse from the date of issuance of the note to the date each dollar
in respect of principal repayable under the note is reduced to zero.
Usually, greater than anticipated principal prepayments will increase the
yield on notes purchased at a discount and will decrease the yield on notes
purchased at a premium. The effect on your yield due to principal prepayments
occurring at a rate that is faster or slower than the rate you anticipated will
not be entirely offset by a subsequent similar reduction or increase,
respectively, in the rate of principal payments. The amount and timing of
delinquencies and defaults on the housing loans and the recoveries, if any, on
defaulted housing loans and foreclosed properties will also affect the weighted
average life of the notes.
The following tables are based on a constant prepayment rate model.
Constant prepayment rate represents an assumed constant rate of prepayment each
month, expressed as a per annum percentage of the principal balance of the pool
of mortgage loans for that month. Constant prepayment rate does not purport to
be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of housing loans, including the
housing loans in your pool. Neither of the seller nor the manager believes that
any existing statistics of which it is aware provide a reliable basis for
noteholders to predict the amount or timing of receipt of housing loan
prepayments.
The following tables are based upon the assumptions in the following
paragraph, and not upon the actual characteristics of the housing loans. Any
discrepancies between
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characteristics of the actual housing loans and the assumed housing loans may
have an effect upon the percentages of the principal balances outstanding and
weighted average lives of the notes set forth in the tables. Furthermore, since
these discrepancies exist, principal payments on the notes may be made earlier
or later than the tables indicate.
For the purpose of the following tables, it is assumed that:
. the housing loan pool consists of fully-amortizing housing loans;
. the cut-off date is the close of business on March 16, 2000;
. closing date for the notes is March 23, 2000;
. a weighted average interest rate on housing loans of 6.56%;
. a weighted average remaining term to maturity of housing loans of 289
months;
. payments on the notes are made on the quarterly payment date,
regardless of the day on which payment actually occurs, commencing in
July 2000 and are made in accordance with the priorities described in
this prospectus;
. the housing loans' prepayment rates are equal to the respective
percentages of constant prepayment rate indicated in the tables;
. the scheduled monthly payments of principal and interest on the
housing loans will be timely delivered on the first day of each
month, except in the month of March, in which case, payments are
calculated based on a rateable share of one month's collections,
assuming a start date of the close of business March 16, 2000, with
no defaults;
. there are no redraws, substitutions or payment holidays with respect
to the housing loans;
. all prepayments are prepayments in full received on the last day of
each month and include 30 days' interest on the prepayment;
. principal collections are distributed according to the rules of
distribution set forth in this prospectus;
. all payments under the swaps are made as scheduled;
. the manager does not direct the issuer trustee to exercise its right
of optional redemption of the notes, except with respect to the line
titled "Weighted Average Life--To Call (Years)"; and
. the exchange rate is US$ 0.6180=A$1.00
It is not likely that the housing loans will pay at any assumed constant
prepayment rate to maturity or that all housing loans will prepay at the same
rate. In addition, the diverse remaining terms to maturity of the housing loans
could produce slower or faster distributions of principal than indicated in the
tables at the assumed constant prepayment rate specified, even if the weighted
average remaining term to maturity of the housing loans is the same as the
weighted average remaining term to maturity of the assumptions described in
this
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section. You are urged to make your investment decisions on a basis that
includes your determination as to anticipated prepayment rates under a variety
of the assumptions discussed in this prospectus as well as other relevant
assumptions.
In the following tables, the percentages have been rounded to the nearest
whole number and the weighted average life of a class of notes is determined by
the following three step process:
. multiplying the amount of each payment of principal thereof by the
number of years from the date of issuance to the related payment
date,
. summing the results, and
. dividing the sum by the aggregate distributions of principal referred
to in the first clause above and rounding to two decimal places.
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Percent of Initial Principal Outstanding at the Following Percentages of
Constant Prepayment Rate
<TABLE>
<CAPTION>
Date 0% 10% 15% 20% 22% 25% 35% 45%
- ---- ------ ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percent................ 100% 100% 100% 100% 100% 100% 100% 100%
22-April-01.................... 99% 91% 87% 83% 82% 79% 71% 63%
22-April-02.................... 97% 80% 73% 65% 62% 58% 45% 34%
22-April-03.................... 95% 71% 60% 51% 48% 43% 29% 18%
22-April-04.................... 93% 62% 50% 40% 36% 31% 18% 10%
22-April-05.................... 90% 55% 41% 31% 27% 23% 11% 5%
22-April-06.................... 88% 48% 34% 24% 21% 17% 7% 3%
22-April-07.................... 86% 42% 28% 19% 16% 12% 5% 1%
22-April-08.................... 83% 36% 23% 15% 12% 9% 3% 1%
22-April-09.................... 80% 31% 19% 11% 9% 6% 2% 0%
22-April-10.................... 77% 27% 16% 9% 7% 5% 1% 0%
22-April-11.................... 73% 23% 13% 7% 5% 3% 1% 0%
22-April-12.................... 70% 20% 10% 5% 4% 2% 0% 0%
22-April-13.................... 66% 17% 8% 4% 3% 2% 0% 0%
22-April-14.................... 62% 14% 7% 3% 2% 1% 0% 0%
22-April-15.................... 58% 12% 5% 2% 1% 1% 0% 0%
22-April-16.................... 53% 10% 4% 2% 1% 1% 0% 0%
22-April-17.................... 48% 8% 3% 1% 1% 0% 0% 0%
22-April-18.................... 43% 7% 2% 1% 1% 0% 0% 0%
22-April-19.................... 37% 5% 2% 1% 0% 0% 0% 0%
22-April-20.................... 31% 4% 1% 0% 0% 0% 0% 0%
22-April-21.................... 25% 3% 1% 0% 0% 0% 0% 0%
22-April-22.................... 18% 2% 1% 0% 0% 0% 0% 0%
22-April-23.................... 11% 1% 0% 0% 0% 0% 0% 0%
22-April-24.................... 3% 0% 0% 0% 0% 0% 0% 0%
22-April-25.................... 0% 0% 0% 0% 0% 0% 0% 0%
22-April-26.................... 0% 0% 0% 0% 0% 0% 0% 0%
Weighted Average Life--
To Maturity (Years).......... 15.263 7.134 5.330 4.164 3.811 3.369 2.376 1.787
To Call (Years).............. 6.587 4.768 4.078 3.502 3.299 3.022 2.170 1.623
</TABLE>
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Use of Proceeds
The net proceeds from the sale of the Class A-1 notes, after being
exchanged pursuant to the currency swap, will amount to A$ and will be used
by the issuer trustee, along with the proceeds from the issue of the Class A-2
notes and the Class B notes, to acquire from the seller equitable title to the
housing loans and related securities.
Legal Aspects of the Housing Loans
The following discussion is a summary of the material legal aspects of
Australian retail housing loans and mortgages. It is not an exhaustive analysis
of the relevant law. Some of the legal aspects are governed by the law of the
applicable State or Territory. Laws may differ between States and Territories.
The summary does not reflect the laws of any particular jurisdiction or cover
all relevant laws of all jurisdictions in which a mortgaged property may be
situated, although it reflects the material aspects of the laws of New South
Wales (except where it expressly provides otherwise), without referring to any
specific legislation of that State.
General
There are two parties to a mortgage. The first party is the mortgagor,
who is either the borrower or, where the relevant loan is guaranteed and the
guarantee is secured by a mortgage, the guarantor. The mortgagor grants the
mortgage over their property. The second party is the mortgagee, who is the
lender. Each housing loan will be secured by a mortgage which has a first
ranking priority in respect of the mortgaged property over all other mortgages
granted by the relevant borrower or guarantor and over all unsecured creditors
of the borrower or guarantor, except in respect of certain statutory rights
such as some rates and taxes, which are granted statutory priority. Each
borrower under the housing loans is prohibited under its loan documents from
creating another mortgage or other security interest over the relevant
mortgaged property without the consent of Commonwealth Bank.
Nature of Housing Loans as Security
There are a number of different forms of title to land in Australia. The
most common form of title in Australia is "Torrens title." Each housing loan in
the pool will be secured by Torrens title land.
"Torrens title" land is freehold or leasehold title, interests in which
are created by registration in one or more central land registries of the
relevant State or Territory. Each parcel of land is represented by a specific
certificate of title. The original certificate is retained by the registry, and
in most States a duplicate certificate is issued to the owner. Any dealing with
the relevant land is carried out by pro forma instruments which become
effective on registration.
Ordinarily the relevant certificate of title, or any registered plan
referred to in it, will reveal the position and dimensions of the land, the
present owner, and any leases, mortgages,
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registered easements and other dealings to which it is subject. The certificate
is conclusive evidence, except in limited circumstances, such as fraud, of the
matters stated in it.
Some Torrens title property securing housing loans and thus comprised in
the mortgaged property, will be "strata title," "stratum title" or "residential
Crown leasehold."
Strata title and Stratum title
"Strata title" and "stratum title" were developed to enable the creation
of, and dealings with, apartment units which are similar to condominiums in the
United States, and are governed by the legislation of the State or Territory in
which the property is situated. Under both strata title and stratum title, each
proprietor has title to, and may freely dispose of, their apartment unit.
Certain parts of the property, such as the land on which the building is
erected, the stairwells, entrance lobbies and the like, are known as "common
property" and are held by a "body corporate" or a "service company" for the
benefit of the individual proprietors. All proprietors are members of the body
corporate or service company, which is vested with the control, management and
administration of the common property and the strata scheme generally, for the
benefit of the proprietors. In general, the body corporate or service company
will have a charge (either registered or created by statute) over the units of
its members to secure fees payable by the members or will have rights
enforceable against any assignee of a member. This charge, or those rights as a
matter of practice, will take priority over the mortgage securing the housing
loan.
Only Torrens title land can be the subject of strata or stratum title in
this way, and so the provisions referred to in this section in relation to
Torrens title apply to the title in an apartment unit held by a strata or
stratum proprietor.
Residential Crown Leasehold
All land in the Australian Capital Territory is owned by the Commonwealth
of Australia and is subject to a leasehold system of land title known as Crown
leasehold. Mortgaged residential property in that jurisdiction comprises a
Crown lease and developments on the land are subject to the terms of that
lease. Any such lease:
. cannot have a term exceeding 99 years, although the term can be
extended in effect under a straightforward administrative process,
whereby the existing lease is surrendered and a new lease is granted
for a term not exceeding 99 years, unless the Commonwealth or
Australian Capital Territory Government considers that the land is
required for a public purpose; and
. is subject to a nominal rent of 5 cents per annum on demand.
As with other Torrens title land, the mortgagor's leasehold interest in
the land is entered in a central register and, subject to some exceptions, the
mortgagor may deal with its residential leasehold interest, including granting
a mortgage over the property, without consent from the government.
In all cases where mortgaged property consists of a leasehold interest,
the unexpired term of the lease exceeds the term of the housing loan secured by
that mortgaged property.
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Leasehold property may become subject to native title claims. Native
title has only quite recently been recognized by Australian courts. Native
title to particular property is based on the traditional laws and customs of
indigenous Australians and is not necessarily extinguished by grants of Crown
leases over that property. The extent to which native title exists over
property, including property subject to a Crown lease, depends on how that
property was previously used by the indigenous claimants asserting native
title, and whether the native title has been extinguished by the granting of
the leasehold interest. If the lease confers the right of exclusive possession
over the property, which is typically the case with residential leases, the
current view is that native title over the relevant property would be
extinguished. Whether a lease confers exclusive possession will depend on a
construction of the lease and the legislation under which the lease was
granted.
Taking Security Over Land
The law relating to the granting of securities over real property is made
complex by the fact that each State and Territory has separate governing
legislation. The following is a brief overview of some issues involved in
taking security over land.
Under Torrens title, registration of a mortgage using the prescribed form
executed by the mortgagor is required in order for the mortgagee to obtain both
the remedies of a mortgagee granted by statute and the relevant priorities
against other secured creditors. To this extent, the mortgagee is said to have
a legal or registered title. However, registration does not transfer title in
the property and the mortgagor remains as legal owner. Rather, the Torrens
mortgage operates as a statutory charge. The mortgagee does not obtain an
estate in the property but does have an interest in the land which is marked on
the register and the certificate of title for the property. A search of the
register by any subsequent creditor or proposed creditor will reveal the
existence of the prior mortgage.
In most States and Territories, a mortgagee will retain a duplicate
certificate of title which mirrors the original certificate of title held at
the relevant land registry office. Although the certificate is not a document
of title as such, the procedure for replacement is sufficiently onerous to act
as a deterrent against most mortgagor fraud. Failure to retain the certificate
may in certain circumstances constitute negligent conduct resulting in a
postponement of the mortgagee's priority to a later secured creditor.
In Queensland, under the Land Title Act 1994, duplicate certificates of
title are no longer issued to mortgagees as a matter of practice. A record of
the title is stored on computer at the land registry office and the mortgage is
registered on that computerized title.
Once the mortgagor has repaid his or her debt, a discharge executed by
the mortgagee is lodged with the relevant registrar by the mortgagor or the
mortgagee and the mortgage is noted as having been released.
Commonwealth Bank as Mortgagee
Commonwealth Bank is, and until a Perfection of Title Event occurs,
intends to remain, the registered mortgagee of all the mortgages. The borrowers
will not be aware of the equitable assignment of the housing loans and
mortgages to the issuer trustee.
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Prior to any Perfection of Title Event, Commonwealth Bank, as servicer,
will undertake any necessary enforcement action with respect to defaulted
housing loans and mortgages. Following a Perfection of Title Event, the issuer
trustee is entitled, under an irrevocable power of attorney granted to it by
Commonwealth Bank, to be registered as mortgagee of the mortgages. Until that
registration is achieved, the issuer trustee or the manager is entitled to
lodge caveats on the register publicly to notify its interest in the mortgages
(and must do so if it has not commenced to take all necessary steps to perfect
its legal title within 30 Business Days of its declaration that a Perfection of
Title Event has occurred).
Enforcement of Registered Mortgages
Subject to the discussion in this section, if a borrower defaults under a
housing loan, the loan documents provide that all moneys under the housing loan
may be declared immediately due and payable. In Australia, a lender may sue to
recover all outstanding principal, interest and fees under the personal
covenant of a borrower contained in the loan documents to repay those amounts.
In addition, the lender may enforce a registered mortgage in relation to the
defaulted loan. Enforcement may occur in a number of ways, including the
following:
. The mortgagee may enter into possession of the property. If it does
so, it does so in its own right and not as agent of the mortgagor,
and so may be personally liable for mismanagement of the property and
to third parties as occupier of the property.
. The mortgagee may, in limited circumstances, lease the property to
third parties.
. The mortgagee may foreclose on the property. Under foreclosure
procedures, the mortgagee extinguishes the mortgagor's title to the
property so that the mortgagee becomes the absolute owner of the
property, a remedy that is, because of procedural constraints, rarely
used. If the mortgagee forecloses on the property, it loses the right
to sue the borrower under the personal covenant to repay and can look
only to the value of the property for satisfaction of the debt.
. The mortgagee may appoint a receiver to deal with income from the
property or exercise other rights delegated to the receiver by the
mortgagee. A receiver is the agent of the mortgagor and so, unlike
when the mortgagee enters possession of property, in theory the
mortgagee is not liable for the receiver's acts or as occupier of the
property. In practice, however, the receiver will require indemnities
from the mortgagee that appoints it.
. The mortgagee may sell the property, subject to various duties to
ensure that the mortgagee exercises proper care in relation to the
sale. This power of sale is usually expressly contained in the
mortgage documents, and is also implied in registered mortgages under
the relevant Torrens title legislation. The Torrens title legislation
prescribes certain forms and periods of notice to be given to the
mortgagor prior to enforcement. A sale under a mortgage may be by
public
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auction or private treaty. Once registered, the purchaser of property
sold pursuant to a mortgagee's power of sale becomes the absolute
owner of the property.
A mortgagee's ability to call in all amounts under a housing loan or
enforce a mortgage which is subject to the Australian Consumer Credit Code is
limited by various demand and notice procedures which are required to be
followed. For example, as a general rule enforcement cannot occur unless the
relevant default is not remedied within 30 days after a default notice is
given. Borrowers may also be entitled to initiate negotiations with the
mortgagee for a postponement of enforcement proceedings.
Penalties and Prohibited Fees
Australian courts will not enforce an obligation of a borrower to pay
default interest on delinquent payments if the court determines that the
relevant default interest rate is a penalty. A default interest rate will not
be a penalty if the amount payable on default is a genuine pre-estimate of the
loss that the lender will suffer as a result of the default. The Consumer
Credit Code does not impose a limit on the rate of default interest, but a
rate which is too high may entitle the borrower to have the loan agreement re-
opened on the ground that it is unjust. Under the Corporations Law, where a
company is being wound up, a loan is voidable if it is an unfair loan. A loan
will only be unfair if the interest or charges on the loan were extortionate
when the loan was made or have become extortionate because of a variation.
The Consumer Credit Code requires that certain fees or charges to be
levied by the lender must be provided for in the contract, otherwise they
cannot be levied. The regulations under the Consumer Credit Code may also from
time to time prohibit certain fees and charges. There are none currently so
prohibited. The Consumer Credit Code also requires that establishment fees,
early termination fees and prepayment fees must not be unconscionable
otherwise they may be reduced or set aside.
Bankruptcy and Insolvency
The insolvency of a natural person is governed by the provisions of the
Bankruptcy Act 1966 of Australia, which is a federal statute. Generally,
secured creditors of a natural person, such as mortgagees under real property
mortgages, stand outside the bankruptcy. That is, the property of the bankrupt
which is available for distribution by the trustee in bankruptcy does not
include the secured property. The secured creditor may, if it wishes, prove,
or file a claim, in the bankruptcy proceeding as an unsecured creditor in a
number of circumstances, including if they have realized the related mortgaged
property and their debt has not been fully repaid, in which case they can
prove for the unpaid balance. Certain dispositions of property by a bankrupt
may be avoided by the trustee in bankruptcy. These include where:
. the disposition was made to defraud creditors; or
. the disposition was made by an insolvent debtor within a prescribed
period and that disposition had the effect of giving a creditor a
preference, priority or advantage over other creditors.
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The insolvency of a company is governed by the Corporations Law of the
relevant Australian jurisdiction. Again, secured creditors generally stand
outside the insolvency. However, a liquidator may avoid a housing loan or a
mortgage which is voidable under the Corporations Law because it is an
uncommercial transaction, or an unfair preference to a creditor and that
transaction occurs:
. when the company is insolvent, or an act is done, or an omission is
made, to give effect to the transaction when the company is
insolvent, or the company becomes insolvent because of, or because of
matters including, the entering into of the transaction or the doing
of an act, or the making of an omission, to give effect to the
transaction; and
. within a prescribed period prior to the commencement of the winding
up of the company.
A liquidator may also avoid a housing loan if it is an unfair loan being
a loan in relation to which an extortionate interest rate or charges are
levied.
Environmental
Real property which is mortgaged to a lender may be subject to unforeseen
environmental problems, including land contamination. Environmental legislation
which deals with liability for such problems exists at both State and Federal
levels, although the majority of relevant legislation is imposed by the states.
No Australian statute expressly imposes liability on "passive" lenders or
security holders for environmental matters, and some states expressly exclude
such liability. However, liability in respect of environmentally damaged land,
which liability may include the cost of rectifying the damage, may attach to a
person who is, for instance, an owner, occupier or person in control of the
relevant property. In some but not all states, lenders are expressly excluded
from the definitions of one or more of these categories.
Merely holding security over property will not convert a lender into an
occupier. However, a lender or receiver who takes possession of contaminated
mortgaged property or otherwise enforces its security may be liable as an
occupier.
Some environmental legislation provides that security interests may be
created over contaminated or other affected property to secure payment of the
costs of any necessary rectification of the property. The security interests
may have priority over pre-existing mortgages. To the extent that the issuer
trustee or a receiver appointed on its behalf incurs any such liabilities, it
will be entitled to be indemnified out of the assets of the trust.
Insolvency Considerations
The current transaction is intended to mitigate insolvency risk. For
example, the equitable assignment of the housing loans by Commonwealth Bank to
the issuer trustee should ensure that the housing loans are not assets
available to the liquidator or creditors of Commonwealth Bank in the event of
the insolvency of Commonwealth Bank. Similarly, the assets in the trust should
not be available to other creditors of the issuer trustee in its
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personal capacity or as trustee of any other trust in the event of the
insolvency of the issuer trustee.
If any Insolvency Event occurs with respect to the issuer trustee in its
capacity as trustee of the trust, the security trust deed may be enforced by
the security trustee at the direction of the Voting Secured Creditors. See
"Description of the Transaction Documents--Security Trust Deed--Enforcement of
the Charge." The security created by the security trust deed will stand outside
any liquidation of the issuer trustee, and the assets the subject of that
security will not be available to the liquidator or any creditor of the issuer
trustee, other than a creditor which has the benefit of the security trust deed
or is a creditor of the trust with a right of subrogation to the issuer
trustee's lien over the assets of the trust. The proceeds of enforcement of the
security trust deed are to be applied by the security trustee as set out in
"Description of the Transaction Documents--The Security Trust Deed--Priorities
under the Security Trust Deed." If the proceeds from enforcement of the
security trust deed are not sufficient to redeem the Class A-1 notes in full,
some or all of the Class A-1 noteholders will incur a loss.
Tax Treatment of Interest on Australian Housing Loans
Under Australian law, interest on loans used to purchase a person's
primary place of residence is not ordinarily deductible for taxation purposes.
Conversely, interest payments on loans and other non-capital expenditures
relating to non-owner occupied properties that generate taxable income are
generally allowable as tax deductions.
Consumer Credit Code
Under the Australian Consumer Credit Code, a borrower has the right to
apply to a court to do the following, among other things:
. vary the terms of a housing loan on the grounds of hardship or that
it is an unjust contract;
. reduce or cancel any interest rate payable on a housing loan if the
interest rate is changed in a way which is unconscionable;
. have certain provisions of a housing loan which are in breach of the
legislation declared unenforceable;
. obtain an order for a civil penalty against the seller, the amount of
which may be set off against any amount payable by the borrower under
the applicable housing loan; or
. obtain restitution or compensation from the seller in relation to
breaches of the Consumer Credit Code in relation to a housing loan.
The issuer trustee will become liable for compliance with the Consumer
Credit Code if it acquires legal title to the housing loans. It will take this
legal title subject to any breaches of the Consumer Credit Code by the seller.
In particular, once the issuer trustee acquires legal title it may become
liable to orders of the type referred to in the last two bullet points listed
above in relation to breaches of the Consumer Credit Code. Any order
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under the Consumer Credit Code may affect the timing or amount of interest or
principal payments or repayments under the relevant housing loan, which might
in turn affect the timing or amount of interest or principal payments or
repayments to you under the Class A-1 notes. The servicer will indemnify the
issuer trustee against any liability under the Consumer Credit Code in relation
to the trust where the events giving rise to that liability occur before a
Perfection of Title Event and against any such liability where the events
giving rise to that liability occur after a Perfection of Title Event to the
extent that they arise from a Servicer Default or a failure of the servicer to
comply with its obligations under any transaction document.
United States Federal Income Tax Matters
Overview
The following is a summary of all material United States federal income
tax consequences of the purchase, ownership and disposition of the Class A-1
notes by investors who are subject to United States federal income tax. This
summary is based upon current provisions of the Internal Revenue Code of 1986,
as amended, proposed, temporary and final Treasury regulations under the Code,
and published rulings and court decisions, all of which are subject to change,
possibly retroactively, or to a different interpretation at a later date by a
court or by the IRS. The parts of this summary which relate to matters of law
or legal conclusions represent the opinion of Mayer, Brown & Platt, special
United States federal tax counsel for the manager, and are as qualified in this
summary. We have not sought and will not seek any rulings from the IRS about
any of the United States federal income tax consequences we discuss, and we
cannot assure you that the IRS will not take contrary positions.
Mayer, Brown & Platt has prepared or reviewed the statements under the
heading "United States Federal Income Tax Matters" and is of the opinion that
these statements discuss all material United States federal income tax
consequences to investors generally of the purchase, ownership and disposition
of the Class A-1 notes. However, the following discussion does not discuss and
Mayer, Brown & Platt is unable to opine as to the unique tax consequences of
the purchase, ownership and disposition of the Class A-1 notes by investors
that are given special treatment under the United States federal income tax
laws, including:
. banks and thrifts;
. insurance companies;
. regulated investment companies;
. dealers in securities;
. investors that will hold the notes as a position in a "straddle" for
tax purposes or as a part of a "synthetic security," "conversion
transaction" or other integrated investment comprised of the notes
and one or more other investments;
. foreign investors;
. trusts and estates; and
. pass-through entities, the equity holders of which are any of the
foregoing.
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Additionally, the discussion regarding the Class A-1 notes is limited to
the United States federal income tax consequences to the initial investors and
not to a purchaser in the secondary market and is limited to investors who will
hold the Class A-1 notes as "capital assets" within the meaning of Section 1221
of the Code.
It is suggested that prospective investors consult their own tax advisors
about the United States federal, state, local, foreign and any other tax
consequences to them of the purchase, ownership and disposition of the Class A-
1 notes, including the advisability of making any election discussed under
"Market Discount."
The issuer trustee will be reimbursed for any United States federal
income taxes imposed on it in its capacity as trustee of the trust out of the
assets of the trust. Also, based on the representation of the manager that the
trust does not and will not have an office in the United States, and that the
trust is not conducting, and will not conduct any activities in the United
States, other than in connection with its issuance of the Class A-1 notes, in
the opinion of Mayer, Brown & Platt, the issuer trustee will not be subject to
United States federal income tax.
General
Mayer, Brown & Platt is of the opinion that you will be required to
report interest income on the Class A-1 notes you hold in accord with your
method of accounting.
Sale of Notes
Mayer, Brown & Platt is of the opinion that if you sell a Class A-1 note,
you will recognize gain or loss equal to the difference between the amount
realized on the sale, other than amounts attributable to, and taxable as,
accrued interest, and your adjusted tax basis in the Class A-1 note. Your
adjusted tax basis in a note will equal your cost for the Class A-1 note,
decreased by any amortized premium and any payments other than interest made on
the Class A-1 note and increased by any market discount or original issue
discount previously included in income. Any gain or loss will generally be a
capital gain or loss, other than amounts representing accrued interest or
market discount, and will be long-term capital gain or loss if the Class A-1
note was held as a capital asset for more than one year. In the case of an
individual taxpayer, the maximum long-term capital gains tax rate is lower than
the maximum ordinary income tax rate. Any capital losses realized may be
deducted by a corporate taxpayer only to the extent of capital gains and by an
individual taxpayer only to the extent of capital gains plus $3,000 of other
U.S. income.
Market Discount
In the opinion of Mayer, Brown & Platt, you will be considered to have
acquired a Class A-1 note at a "market discount" to the extent the remaining
principal amount of the note exceeds your tax basis in the note, unless the
excess does not exceed a prescribed de minimis amount. If the excess exceeds
the de minimis amount, you will be subject to the market discount rules of
Sections 1276 and 1278 of the Code with regard to the note.
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In the case of a sale or other disposition of a Class A-1 note subject to
the market discount rules, Section 1276 of the Code requires that gain, if any,
from the sale or disposition be treated as ordinary income to the extent the
gain represents market discount accrued during the period the note was held by
you, reduced by the amount of accrued market discount previously included in
income.
In the case of a partial principal payment of a Class A-1 note subject to
the market discount rules, Section 1276 of the Code requires that the payment
be included in ordinary income to the extent the payment does not exceed the
market discount accrued during the period the note was held by you, reduced by
the amount of accrued market discount previously included in income.
Generally, market discount accrues under a straight line method, or, at
the election of the taxpayer, under a constant interest rate method. However,
in the case of bonds with principal payable in two or more installments, such
as the Class A-1 notes, the manner in which market discount is to be accrued
will be described in Treasury regulations not yet issued. Until these Treasury
regulations are issued, you should follow the explanatory conference committee
Report to the Tax Reform Act of 1986 for your accrual of market discount. This
Conference Committee Report indicates that holders of these obligations may
elect to accrue market discount either on the basis of a constant interest rate
or as follows:
. for those obligations that have original issue discount, market
discount shall be deemed to accrue in proportion to the accrual of
original issue discount for any accrual period; and
. for those obligations which do not have original issue discount, the
amount of market discount that is deemed to accrue is the amount of
market discount that bears the same ratio to the total amount of
remaining market discount that the amount of stated interest paid in
the accrual period bears to the total amount of stated interest
remaining to be paid on the obligation at the beginning of the
accrual period.
Under Section 1277 of the Code, if you incur or continue debt that is
used to purchase a Class A-1 note subject to the market discount rules, and the
interest paid or accrued on this debt in any taxable year exceeds the interest
and original issue discount currently includible in income on the note,
deduction of this excess interest must be deferred to the extent of the market
discount allocable to the taxable year. The deferred portion of any interest
expense will generally be deductible when the market discount is included in
income upon the sale, repayment, or other disposition of the indebtedness.
Section 1278 of the Code allows a taxpayer to make an election to include
market discount in gross income currently. If an election is made, the
previously described rules of Sections 1276 and 1277 of the Code will not apply
to the taxpayer.
Due to the complexity of the market discount rules, we suggest that you
consult your tax advisors as to the applicability and operation of these rules.
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Premium
In the opinion of Mayer, Brown & Platt, you will generally be considered
to have acquired a Class A-1 note at a premium if your tax basis in the note
exceeds the remaining principal amount of the note. In that event, if you hold
a Class A-1 note as a capital asset, you may amortize the premium as an offset
to interest income under Section 171 of the Code, with corresponding reductions
in your tax basis in the note if you have made an election under Section 171 of
the Code. Generally, any amortization is on a constant yield basis. However, in
the case of bonds with principal payable in two or more installments, like the
Class A-1 notes, the previously discussed conference report, which indicates a
Congressional intent that amortization be in accordance with the rules that
will apply to the accrual of market discount on these obligations, should be
followed for the amortization of such premium. We suggest that you consult your
tax advisor as to the applicability and operation of the rules regarding
amortization of premium.
Backup Withholding
Mayer, Brown & Platt is of the opinion that, backup withholding taxes
will be imposed on payments to you at the rate of 31% on interest paid, and
original issue discount accrued, if any, on the Class A-1 notes if, upon
issuance, you fail to supply the manager or its broker with a certified
statement, under penalties of perjury, containing your name, address, correct
taxpayer identification number, and a statement that you are not required to
pay backup withholding. Exempt investors, such as corporations, tax-exempt
organizations, qualified pension and profit sharing trusts, individual
retirement accounts or non-resident aliens who provide certification of their
status as non-resident are not subject to backup withholding. Information
returns will be sent annually to the IRS by the manager and to you stating the
amount of interest paid, original issue discount accrued, if any, and the
amount of tax withheld from payments on the Class A-1 notes. We suggest that
you consult your tax advisors about your eligibility for, and the procedure for
obtaining, exemption from backup withholding.
Recently, the Treasury Department issued new regulations which modify the
backup withholding and information reporting rules described in this section.
The new regulations will generally be effective for payments made after
December 31, 2000, subject to transition rules. We suggest that you consult
your own tax advisors regarding these new regulations.
Australian Tax Matters
The following statements with respect to Australian taxation are the
material tax consequences to the United States Class A-1 noteholders of holding
Class A-1 notes and are based on advice received by the manager. It is
suggested that purchasers of Class A-1 notes should consult their own tax
advisers concerning the consequences, in their particular circumstances under
Australian tax laws and the laws of any other taxing jurisdiction, of the
ownership of or any dealing in the Class A-1 notes.
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Payments of Principal, Premiums and Interest
Under existing Australian tax law, non-resident holders of notes or
interests in any global note, other than persons holding such securities or
interest as part of a business carried on, at or through a permanent
establishment in Australia, are not subject to Australian income tax on
payments of interest or amounts in the nature of interest, other than interest
withholding tax, which is currently 10%, on interest or amounts in the nature
of interest paid on the notes. A premium on redemption would generally be
treated as an amount in the nature of interest for this purpose.
Pursuant to section 128F of the Income Tax Assessment Act 1936 of the
Commonwealth of Australia, an exemption from Australian interest withholding
tax applies provided all prescribed conditions are met.
These conditions are:
. the issuer trustee is a company that is a resident of Australia when
it issues the notes and when interest, as defined in section 128A
(1AB) of the Income Tax Assessment Act, is paid; and
. the notes, or a global bond or note or interests in such a global
bond or note, were issued in a manner which satisfied the public
offer test as prescribed under section 128F of the Income Tax
Assessment Act.
The issuer trustee will seek to issue the Class A-1 notes and interests
in any global Class A-1 note in a way that will satisfy the public offer test
and otherwise meet the requirements of section 128F of the Income Tax
Assessment Act including by listing the Class A-1 notes.
The public offer test will not be satisfied if the issuer trustee knew or
had reasonable grounds to suspect that the Class A-1 notes were being or would
later be acquired directly or indirectly by an associate of the issuer trustee
within the meaning of that section, other than in the capacity of a dealer,
manager or underwriter in relation to the placement of a note. "Associate" for
these purposes is widely defined and means, generally speaking, in relation to
an issuer acting in the capacity of a trustee, its associated companies, the
beneficiaries of the trust, and any "associates" of those beneficiaries. Thus
the relevant associates of the issuer trustee in the present case will be the
associates of Perpetual Trustee Company Limited, Commonwealth Bank as the
residual unitholder of the trust and the associates of Commonwealth Bank and
the other beneficiaries of the trust, if any, from time to time.
The exemption from Australian withholding tax will also not apply to
interest paid by the issuer trustee to an associate of the issuer trustee
within the meaning of section 128F of the Income Tax Assessment Act, which, as
discussed, would be an associate of the residual unitholder, if, at the time of
the payment, the issuer trustee knows, or has reasonable grounds to suspect,
that the person is an associate.
If, for any reason, the interest paid by the issuer trustee is not exempt
from interest withholding tax, the treaty titled "Convention for the Avoidance
of Double Taxation and the
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Prevention of Fiscal Evasion with respect to Taxes on Income" between the
United States and Australia may apply. This treaty provides that interest which
has its source in Australia, and to which a United States resident, as defined
in the treaty and who is entitled to the benefit of the treaty, is beneficially
entitled, may be taxed in Australia, but that any tax charged shall not exceed
10% of the gross amount of interest. However, this provision will not apply
where the indebtedness giving rise to the interest entitlement is effectively
connected with:
. the United States resident beneficial owner's permanent
establishment, at or through which it carries on business in
Australia; or
. the United States resident beneficial owner's fixed base, situated in
Australia, from which it performs independent personal services.
Profit on Sale
Under existing Australian law, non-resident holders of notes will not be
subject to Australian income tax on profits derived from the sale or disposal
of the notes provided that:
. the notes are not held, and the sale or disposal does not occur, as
part of a business carried on, at or through a permanent
establishment in Australia; and
. the profits do not have an Australian source.
The source of any profit on the disposal of notes will depend on the
factual circumstances of the actual disposal. Where the notes are acquired and
disposed of pursuant to contractual arrangements entered into and concluded
outside Australia, and the seller and the purchaser are non-residents of
Australia and do not have a business carried on, at or through a permanent
establishment in Australia, the profit would not be expected to have an
Australian source.
However, there are specific withholding tax rules that can apply to treat
a portion of the sale price of notes as interest for withholding tax purposes
and which amounts are not covered by the exemption conditions in section 128F
of the Income Tax Assessment Act. These rules can apply when:
. notes are sold for any amount in excess of their issue price prior to
maturity to a purchaser who is either a resident who does not acquire
the notes in the course of carrying on business in a country outside
Australia at or through a permanent establishment in that country or
a non-resident that acquires the notes in the course of carrying on a
business in Australia at or through a permanent establishment in
Australia; or
. notes are sold to an Australian resident in connection with a
"washing arrangement" as defined in section 128A (1AB) of the Income
Tax Assessment Act.
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Goods and Services Tax
From July 1, 2000, a goods and services tax will be payable by all
entities which make taxable supplies in Australia. If an entity, such as the
issuer trustee, makes any taxable supply on or after July 1, 2000, it will have
to pay goods and services tax equal to 1/11th of the total value of the
consideration for that supply. However, on the basis of the current goods and
services tax legislation and regulations, the issue of the Class A-1 notes and
the payment of interest or principal on the Class A-1 notes to you will not be
taxable supplies.
If the supply is
. ""GST free," the issuer trustee does not pay a goods and services tax
on the supply and can obtain goods and services tax credits for goods
and services taxes paid on things acquired to make the supply; or
. ""input taxed," which includes financial supplies, the issuer trustee
does not pay a goods and services tax on the supply, but is
restricted in its ability to claims to goods and services tax credits
for amounts, including goods and services tax, paid to acquire things
relating to the making of that supply.
The services which are provided to the issuer trustee are expected to be
taxable supplies for goods and services tax purposes. Where this is the case,
it will be the service provider who is liable to pay goods and services tax in
respect of that supply. The service provider must rely on a contractual
provision to recoup the amount of that goods and services tax from the issuer
trustee. Under the series supplement, the issuer trustee's fee will only be
able to be increased by reference to the issuer's trustee goods and services
tax liability, if any, if:
. the issuer trustee and the manager agree or, failing agreement, the
issuer trustee's goods and services tax liability is determined by an
expert; and
. the increase will not result in the reduction, qualification or
withdrawal of the credit rating of any notes or redraw bonds.
The manager and the servicer may agree to adjust the manager's fee and
the servicer's fee provided that the adjustment will not result in the
reduction, qualification or withdrawal of the credit rating of any notes or
redraw bonds.
If amounts payable by the issuer trustee are treated as the consideration
for a taxable supply under the goods and services tax legislation or are
increased by reference to the relevant supplier's goods and services tax
liability, the issuer trustee may be restricted in its ability to claim an
input tax credit for that increase and the expenses of the trust will increase,
resulting in a decrease in the funds available to the trust to pay you.
However, the issuer trustee may be entitled to a reduced input tax credit
for some of the supplies made to the issuer trustee by service providers. Where
available, the amount of the reduced input tax credit is currently 75% of the
GST which is payable by the service provider on the taxable supplies made to
the issuer trustee. The availability of reduced input tax credits will reduce
the extent to which the expenses of the trust will increase.
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The goods and services tax may increase the cost of repairing or
replacing damaged properties offered as security for housing loans. However, it
is a condition of Commonwealth Bank's loan contract and mortgage documentation
that the borrower must maintain full replacement value property insurance at
all times during the loan term.
The goods and services tax legislation, in certain circumstances, treats
the issuer trustee as making a taxable supply if it enforces a security by
selling the mortgaged property and applying the proceeds of sale to satisfy the
housing loan. The issuer trustee will have to account for goods and services
tax out of the sale proceeds, with the result that the remaining sale proceeds
may be insufficient to cover the unpaid balance of the related loan. However,
the general position is that a sale of existing residential property is an
input taxed supply for goods and services tax purposes and so the enforced sale
of property which secures the housing loans will generally not be treated as a
taxable supply under these provisions. As an exception, the issuer trustee may
still have to account for goods and services tax out of the proceeds of sale
recovered when a housing loan is enforced where the borrower is an enterprise
which is registered for goods and services tax purposes, uses the mortgaged
property as an asset of its enterprise and any of the following are relevant:
. the property is no longer being used as a residence; or
. the property is used as commercial residential premises such as a
hostel or boarding house; or
. the borrower is the first vendor of the property--the borrower built
the property; or
. the borrower has undertaken substantial renovation of the property;
or
. the mortgaged property has not been used predominantly as a
residence.
Any reduction as a result of goods and services tax in the amount
recovered by the issuer trustee when enforcing the housing loans will decrease
the funds available to the trust to pay you to the extent not covered by the
mortgage insurance policies. The extent to which the issuer trustee is able to
recover an amount on account of the goods and services tax, if any, payable on
the proceeds of sale in the circumstances described in this section, will
depend on the terms of the related mortgage insurance policy.
Tax Reform Proposals
The Australian federal government proposes to reform business taxation as
part of its current tax reform programme. The committee appointed to consult
with business on the reform of business taxation, the Review of Business
Taxation, released its final report together with draft legislation in respect
of certain aspects of the report by way of a press release on September 21,
1999. In addition, the federal government released its second response to the
report on November 11, 1999.
There are several measures contained within the final report of the
Review of Business Taxation and, more importantly, within the federal
government responses which, if enacted in their current form, will impact upon
the tax treatment of the trust.
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In particular, the federal government reaffirmed its proposal for trusts
to be taxed in the same manner as companies (this reform was initially proposed
as part of the federal government's tax reform package released in August
1998). However, the new taxation of entities regime will not commence until
July 1, 2001 (with some exceptions which should not be relevant to the trust).
The proposal for the taxation of trusts like companies, if enacted in the
form proposed, could significantly impact upon the tax treatment of the trust.
However, the proposal is still the subject of extensive review and debate and
may not be enacted in its current form. In addition, if it is enacted, it is
not clear whether an exemption will be granted for securitization vehicles such
as the trust.
At this point it is anticipated that the new regime will commence on the
announced date on July 1, 2001. While no assurance can be given regarding any
changes to the announced proposals, in line with past practice in relation to
tax reform, it would be anticipated that any variations from the announced
measures will take effect only from the date of announcement.
If the trust is taxed as a company, it is likely that the trust will
become liable to pay tax based on a calculation of the taxable income of the
trust, and that distributions to the residual unitholder will be assessable in
accordance with a "profits first" rule. When paid out of after-tax profits,
such distributions may be "franked", which would entitle the residual
unitholder to a credit for the tax paid by the trust. Excess franking credits
will be refundable. The announced entity tax rate that will apply from July 1,
2001 is 30%.
The amount of the tax will be a first priority allocation from the
Available Income Amount. It is expected that if such tax is payable, it will
reduce the amount distributed to the residual unitholder with no overall
substantive effect on the position of the Class A-1 noteholders. For further
details on the priority of tax payments see "Description of the Class A-1
Notes--Distribution of the Available Income Amount".
Following recommendations by the Review of Business Taxation, the
Australian Government is presently considering a withholding tax regime
relating to Australian source income, and gains on the disposal of assets
subject to Australian tax, derived by non-residents without a permanent
establishment in Australia. If introduced, the regime will apply only to
amounts outside existing withholding taxes where non-residents are currently
subject to Australian taxation. No announcement has been made concerning the
details of the measures or their implementation date.
Each of the master trust deed, the series supplement, the security trust
deed and the Class A-1 note trust deed may be amended in certain circumstances
including where this is appropriate or expedient as a consequence of any
amendment to the tax laws. This power may be exercised with regard to the
implementation of the tax reform proposals depending upon their impact on the
trust.
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Other Taxes
No stamp, issue, registration or similar taxes are payable in Australia
in connection with the issue of the Class A-1 notes. Furthermore, a transfer
of, or agreement to transfer, notes executed outside of Australia will not be
subject to Australian stamp duty.
Enforcement of Foreign Judgments in Australia
Securitisation Advisory Services Pty Limited is an Australian proprietary
company registered with limited liability under the Corporations Law. Any final
and conclusive judgment of any New York State or United States Federal Court
sitting in the Borough of Manhattan in the City of New York having jurisdiction
recognized by the relevant Australian jurisdiction in respect of an obligation
of Securitisation Advisory Services Pty Limited in respect of a note, which is
for a fixed sum of money and which has not been stayed or satisfied in full,
would be enforceable by action against Securitisation Advisory Services Pty
Limited in the courts of the relevant Australian jurisdiction without a re-
examination of the merits of the issues determined by the proceedings in the
New York State or United States Federal Court, as applicable, unless:
. the proceedings in New York State or United States Federal Court, as
applicable, involved a denial of the principles of natural justice;
. the judgment is contrary to the public policy of the relevant
Australian jurisdiction;
. the judgment was obtained by fraud or duress or was based on a clear
mistake of fact;
. the judgment is a penal or revenue judgment; or
. there has been a prior judgment in another court between the same
parties concerning the same issues as are dealt with in the judgment
of the New York State or United States Federal Court, as applicable.
A judgment by a court may be given in some cases only in Australian
dollars. Securitisation Advisory Services Pty Limited expressly submits to the
jurisdiction of New York State and United States Federal Courts sitting in the
Borough of Manhattan in the City of New York for the purpose of any suit,
action or proceeding arising out of this offering. Securitisation Advisory
Services Pty Limited has appointed Commonwealth Bank of Australia, 599
Lexington Avenue, New York, New York 10022, as its agent upon whom process may
be served in any such action.
All of the directors and executive officers of Securitisation Advisory
Services Pty Limited, and certain experts named in this prospectus, reside
outside the United States in the Commonwealth of Australia. Substantially all
or a substantial portion of the assets of all or many of such persons are
located outside the United States. As a result, it may not be possible for
holders of the Class A-1 notes to effect service of process within the United
States upon such persons or to enforce against them judgments obtained in
United States courts predicated upon the civil liability provisions of federal
securities laws of the United States. Securitisation Advisory Services Pty
Limited has been advised by its Australian
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counsel Clayton Utz, that, based on the restrictions discussed in this section,
there is doubt as to the enforceability in the Commonwealth of Australia, in
original actions or in actions for enforcement of judgments of United States
courts, of civil liabilities predicated upon the federal securities laws of the
United States.
Exchange Controls and Limitations
Under temporary Australian foreign exchange controls, which may change in
the future, payments by an Australian resident to, or on behalf of the
following payees may only be made with Reserve Bank of Australia approval:
. the Government of Iraq or its agencies or nationals;
. the authorities of the Federal Republic of Yugoslavia (Serbia and
Montenegro); or
. the Government of Libya or any public authority or controlled entity
of the Government of Libya;
. the Taliban, also called the Islamic Emirate of Afghanistan, or any
undertaking owned or controlled, directly or indirectly, by the
Taliban; or
. the National Union for the Total Independence of Angola (UNITA) or
senior officials, or adult members of the immediate families of
senior officials of UNITA.
ERISA Considerations
Subject to the considerations discussed in this section, the Class A-1
notes are eligible for purchase by employee benefit plans.
Section 406 of the Employee Retirement Income Security Act and Section
4975 of the Code prohibit a pension, profit-sharing or other employee benefit
plan, as well as individual retirement accounts and certain types of Keogh
Plans from engaging in certain transactions with persons that are "parties in
interest" under ERISA or "disqualified persons" under the Code with respect to
these Benefit Plans. A violation of these "prohibited transaction" rules may
result in an excise tax or other penalties and liabilities under ERISA and the
Code for these persons. Title I of ERISA also requires that fiduciaries of a
Benefit Plan subject to ERISA make investments that are prudent, diversified,
except if prudent not to do so, and in accordance with governing plan
documents.
Some transactions involving the purchase, holding or transfer of the
Class A-1 notes might be deemed to constitute prohibited transactions under
ERISA and the Code if assets of the trust were deemed to be assets of a Benefit
Plan. Under a regulation issued by the United States Department of Labor, the
assets of the trust would be treated as plan assets of a Benefit Plan for the
purposes of ERISA and the Code only if the Benefit Plan acquires an "equity
interest" in the trust and none of the exceptions contained in the regulation
is applicable. An equity interest is defined under the regulation as an
interest in an entity other
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than an instrument which is treated as indebtedness under applicable local law
and which has no substantial equity features. Although there can be no
assurances in this regard, it appears, at the time of their initial issuance
that the Class A-1 notes should be treated as debt without substantial equity
features for purposes of the regulation and that the Class A-1 notes do not
constitute equity interests in the trust for purposes of the regulation. The
debt characterization of the notes could change after their initial issuance if
the trust incurs losses.
However, without regard to whether the Class A-1 notes are treated as an
equity interest for these purposes, the acquisition or holding of the Class A-1
notes by or on behalf of a Benefit Plan could be considered to give rise to a
prohibited transaction if the trust, the issuer trustee, the servicer, the
manager, the Class A-1 note trustee, the seller or the security trustee is or
becomes a party in interest or a disqualified person with respect to these
Benefit Plans. In such case, certain exemptions from the prohibited transaction
rules could be applicable depending on the type and circumstances of the plan
fiduciary making the decision to acquire a note. Included among these
exemptions are:
. Prohibited Transaction Class Exemption 96-23, regarding transactions
effected by "in-house asset managers";
. Prohibited Transaction Class Exemption 90-1, regarding investments
by insurance company pooled separate accounts;
. Prohibited Transaction Class Exemption 95-60, regarding transactions
effected by "insurance company general accounts";
. Prohibited Transaction Class Exemption 91-38, regarding investments
by bank collective investment funds; and
. Prohibited Transaction Class Exemption 84-14, regarding transactions
effected by "qualified professional asset managers."
By your acquisition of a Class A-1 note, you shall be deemed to represent
and warrant that your purchase and holding of the Class A-1 note will not
result in a non-exempt prohibited transaction under ERISA or the Code.
Employee benefit plans that are governmental plans, as defined in Section
3(32) of ERISA, and certain church plans, as defined in Section 3(33) of ERISA,
are not subject to ERISA requirements.
If you are a plan fiduciary considering the purchase of any of the Class
A-1 notes, you should consult your tax and legal advisors regarding whether the
assets of the Trust would be considered plan assets, the possibility of
exemptive relief from the prohibited transaction rules and other issues and
their potential consequences.
Legal Investment Considerations
The Class A-1 notes will not constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, because the
originator of the housing loans was not subject to United States state or
federal regulatory authority.
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Accordingly, some U.S. institutions with legal authority to invest in
comparably rated securities based on such housing loans may not be legally
authorized to invest in the Class A-1 notes. No representation is made as to
whether the notes constitute legal investments under any applicable statute,
law, rule, regulation or order for any entity whose investment activities are
subject to investment laws and regulations or to review by any regulatory
authorities. You are urged to consult with your counsel concerning the status
of the Class A-1 notes as legal investments for you.
Available Information
Securitisation Advisory Services Pty Limited, as manager, has filed with
the SEC a registration statement under the Securities Act with respect to the
Class A-1 notes offered pursuant to this prospectus. For further information,
reference should be made to the registration statement and amendments thereof
and to the exhibits thereto, which are available for inspection without charge
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549; and at the SEC's regional offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of the
registration statement, including any amendments or exhibits, may be obtained
from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The SEC also maintains a World
Wide Web site which provides on-line access to reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC at the address "http://www.sec.gov."
Ratings of the Notes
The issuance of the Class A-1 and Class A-2 notes will be conditioned on
obtaining a rating of AAA by Standard & Poor's, Aaa by Moody's and AAA by Fitch
IBCA. The issuance of the Class B notes will be conditioned on obtaining a
rating of AA by Standard & Poor's, Aa2 by Moody's and AA by Fitch IBCA. You
should independently evaluate the security ratings of each class of notes from
similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities. A rating does not address the
market price or suitability of the Class A-1 notes for you. A rating may be
subject to revision or withdrawal at any time by the rating agencies. The
rating does not address the expected schedule of principal repayments other
than to say that principal will be returned no later than the final maturity
date of the notes. The ratings of the Class A-1 notes will be based primarily
on the creditworthiness of the housing loans, the subordination provided by the
Class B notes with respect to the Class A-1 and A-2 notes, the availability of
excess interest collections after payment of interest on the notes and the
trust's expenses, the mortgage insurance policies, the availability of the
Liquidity Facility, the creditworthiness of the swap providers and the mortgage
insurer. None of the rating agencies have been involved in the preparation of
this prospectus.
162
<PAGE>
Plan of Distribution
Underwriting
Under the terms and subject to the conditions contained in the
underwriting agreement among Commonwealth Bank, the issuer trustee, the manager
and J.P. Morgan as the representative of the underwriters, the issuer trustee
has agreed to sell to the underwriters the following respective principal
amounts of the Class A-1 notes:
<TABLE>
<CAPTION>
Principal Amount
of Class A-1
Underwriter Notes (US$)
----------- ----------------
<S> <C>
J.P. Morgan Securities Inc............................... $
Merrill Lynch, Pierce Fenner & Smith, Incorporated....... $
Credit Suisse First Boston Corporation................... $
Deutsche Bank Securities Inc............................. $
</TABLE>
The underwriting agreement provides that the underwriters are obligated,
subject to certain conditions in the underwriting agreement, to purchase all of
the Class A-1 notes if any are purchased. The underwriting agreement may be
terminated if there is a default by the underwriters.
The underwriters propose to initially offer the Class A-1 notes at the
public offering prices on the cover page of this prospectus and to selling
group members at the price less a concession not in excess of the respective
amounts set forth in the following table, expressed as a percentage of the
relative principal balance. The underwriters and selling group members may
reallow a discount not in excess of the respective amounts set forth in the
following table to other broker/dealers. After the initial public offering, the
public offering price and concessions and discounts to broker/dealers may be
changed by the representative of the underwriters.
<TABLE>
<CAPTION>
Selling Reallowance
Concessions Discount
----------- -----------
<S> <C> <C>
Class A-1 notes................................... % %
</TABLE>
Commonwealth Bank estimates that the out-of-pocket expenses for this
offering will be approximately US$ million.
J.P. Morgan has informed Commonwealth Bank and the manager that the
underwriters do not expect discretionary sales by them to exceed 5% of the
principal balance of the Class A-1 notes.
Commonwealth Bank and the manager have agreed to indemnify the
underwriters against civil liabilities under the Securities Act, or contribute
to payments which the underwriters may be required to make in that respect.
The representative, on behalf of the underwriters, may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Class A-1 notes. The underwriters may engage in over-allotment, stabilizing
transactions, syndicate covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act.
. Over-allotment involves syndicate sales in excess of the offering
size, which creates a syndicate short position;
163
<PAGE>
. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified
maximum;
. Syndicate covering transactions involve purchases of the Class A-1
notes in the open market after the distribution has been completed
in order to cover syndicate short positions;
. Penalty bids permit the underwriters to reclaim a selling concession
from a syndicate member when the Class A-1 notes originally sold by
a syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions.
Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the Class A-1 notes to be higher than it would
otherwise be in the absence of these transactions. These transactions, if
commenced, may be discontinued at any time.
Pursuant to the underwriting agreement, the manager, Commonwealth Bank
and the issuer trustee have agreed to indemnify the underwriters against
certain liabilities, including civil liabilities under the Securities Act, or
contribute to certain payments which the underwriters may be responsible for.
In the ordinary course of its business, some of the underwriters and
some of their affiliates have in the past and may in the future engage in
commercial and investment banking activities with Commonwealth Bank and its
affiliates.
Offering Restrictions
United Kingdom
Each underwriter has severally represented and agreed with the issuer
trustee that:
. it has not offered or sold and will not offer or sell any Class A-1
notes to persons in the United Kingdom prior to admission of the
Class A-1 notes to listing in accordance with Part IV of the
Financial Services Act, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments, as principal or agent, for the purposes of their
business or otherwise in circumstances which have not resulted and
will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations
1995 (as amended) or the Financial Services Act;
. it has complied and will comply with all applicable provisions of
the Financial Services Act with respect to anything done by it in
relation to the Class A-1 notes in, from or otherwise involving the
United Kingdom; and
. it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with
the issue of the Class A-1 notes, other than any document which
consists of or of any part of listing particulars, supplementary
listing particulars or any other document required or permitted to
be published by listing rules under Part IV of the Financial
Services
164
<PAGE>
Act, to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 (as amended) or is a person to whom the document may
otherwise lawfully be issued or passed on.
Australia
The Class A-1 notes may not, in connection with their initial
distribution, be offered or sold, directly or indirectly, in the Commonwealth
of Australia, its territories or possessions, or to any resident of Australia.
Each underwriter has severally represented and agreed that in connection with
the initial distribution of the Class A-1 notes it:
. has not, directly or indirectly, offered for subscription or
purchase or issue invitations to subscribe for or buy nor has it
sold, the Class A-1 notes;
. will not, directly or indirectly, offer for subscription or purchase
or issued invitations to subscribe for or buy nor will it sell the
Class A-1 notes; and
. has not distributed and will not distribute any offering circular,
or any advertisement or other offering material,
in Australia, its territories or possessions or to any person who is an
associate of the issuer trustee or Commonwealth Bank, other than in the
capacity of a dealer or underwriter in relation to a placement of the notes, as
identified on a list provided by the issuer trustee and Commonwealth Bank
respectively.
Other Jurisdictions
Other than in the United States of America, no person has taken or will
take any action that would permit a public offer of the Class A-1 notes in any
country or jurisdiction. The Class A-1 notes may be offered non-publicly in
other jurisdictions. The Class A-1 notes may not be offered or sold, directly
or indirectly, and neither this prospectus nor any form of application,
advertisement or other offering material may be issued, distributed or
published in any country or jurisdiction, unless permitted under all applicable
laws and regulations.
Listing and General Information
Listing
An application has been made to the London Stock Exchange Limited to
admit the Class A-1 notes to the Official List. This prospectus, including
Appendix I, constitutes listing particulars with regard to the issuer trustee
and the Class A-1 notes, in accordance with the listing rules made under Part
IV of the Financial Services Act. Copies of the prospectus have been delivered
to the Registrar of Companies in England and Wales for registration in
accordance with Section 149 of the Financial Services Act.
The listing of the Class A-1 notes on the London Stock Exchange will be
expressed as a percentage of their principal amount, exclusive of accrued
interest. It is expected that listing of the Class A-1 notes on the London
Stock Exchange will be granted on or about
165
<PAGE>
March , 2000, subject to the issuance of the Class A-1 notes. The Class A-1
notes will be issued in the form of one or more book-entry notes.
In May 1998, the European Commission presented to the Council of
Ministers of the European Union a proposal to oblige Member States to adopt
either a "withholding tax system" or an "information reporting system" in
relation to interest, discounts and premiums. It is unclear whether this
proposal will be adopted, and if it is adopted, whether it will be adopted in
its current form. The "withholding tax system" would require a paying agent
established in a Member State to withhold tax at a minimum rate of 20 percent
from any interest, discount or premium paid to an individual resident in
another Member State who is the beneficial owner thereof, unless such an
individual presents a certificate obtained from the tax authorities of the
Member State in which he is resident confirming that those authorities are
aware of the payment due to that individual. The "information reporting system"
would require a Member State to supply, to the other Member States, details of
any payment of interest, discount or premium made by paying agents within its
jurisdiction to an individual resident in another Member State who is the
beneficial owner thereof. For these purposes, the term "paying agent" is widely
defined and includes an agent who collects interest, discounts or premiums on
behalf of an individual beneficially entitled thereto.
Authorization
The issuer trustee has obtained all necessary consents, approvals and
authorizations in connection with the issue and performance of the Class A-1
notes. The issue of the Class A-1 notes has been authorized by the resolutions
of the board of directors of Perpetual Trustee Company Limited passed on ,
2000.
Litigation
The issuer trustee is not, and has not been, involved in any litigation
or arbitration proceedings that may have, or have had during the twelve months
preceding the date of this prospectus, a significant effect on its financial
position nor, so far as it is aware, are any such litigation or arbitration
proceedings pending or threatened.
Euroclear and Clearstream, Luxembourg
The Class A-1 notes have been accepted for clearance through Euroclear
and Clearstream, Luxembourg with the following CUSIP numbers and ISIN Common
Codes:
<TABLE>
<CAPTION>
ISIN
CUSIP Common Code
----- -----------
<S> <C> <C>
</TABLE>
166
<PAGE>
Transaction Documents Available for Inspection
You may inspect copies of the following transaction documents during
normal business hours on any weekday, excluding Saturdays, Sundays and public
holidays, at the offices of The Bank of New York, London Branch, One Canada
Square, 48th Floor, London E14 5AL, U.K. during the period of fourteen days
from the date of this prospectus:
. the constitution of the issuer trustee;
. the master trust deed among the issuer trustee and the manager,
dated October 8, 1997 as amended by a deed dated October 17, 1997;
. the following, which, prior to the closing date, will be in draft
form:
. the series supplement among the issuer trustee, the manager, the
seller and the servicer, dated on or about March , 2000;
. the security trust deed among the issuer trustee, the manager,
the security trustee and the Class A-1 note trustee, dated on or
about March , 2000;
. the Class A-1 note trust deed among the issuer trustee, the
manager and the Class A-1 note trustee, dated on or about March
, 2000;
. the agency agreement among the issuer trustee, the manager, the
Class A-1 note trustee, the principal paying agent, the agent
bank, the Class A-1 note registrar and the paying agent dated on
or about March , 2000;
. the standby redraw facility agreement among the issuer trustee,
the manager and the standby redraw facility provider, dated on or
about March , 2000;
. the basis swap and fixed rate swap among the issuer trustee, the
manager, the basis swap provider and the fixed rate swap
provider, together with the related schedule and confirmations,
dated on or about March , 2000;
. the currency swaps between the issuer trustee, the manager, the
standby swap providers and the currency swap providers, together
with the related schedules, credit support annexes and
confirmations, dated on or about March , 2000;
. the mortgage insurance policy among Commonwealth Bank, the issuer
trustee and GE Capital Mortgage Insurance Corporation (Australia)
Pty Limited, dated on or about March , 2000;
. the powers of attorney from Commonwealth Bank, dated on or about
March , 2000;
. the underwriting agreement among Commonwealth Bank, the manager,
the issuer trustee and the underwriters, dated on or about March
, 2000;
. the opinion of Clayton Utz dated on or about March , 2000; and
. the opinion of Mayer, Brown & Platt dated on or about March ,
2000.
167
<PAGE>
Consents to Opinions
Mayer, Brown & Platt has given and not withdrawn its written consent to
the inclusion in this prospectus of its opinion in the form and context in
which it is included on pages 17 and 150 through 153 and has authorized the
content of its opinion for the purposes of section 152(1)(e) of the Financial
Services Act.
Clayton Utz, Australian counsel to Commonwealth Bank and the manager, has
given and not withdrawn its written consent to the inclusion in the prospectus
of its opinion in the form and context in which it is included on pages 153
through 159 and has authorized the content of its opinion for the purposes of
section 152(1)(e) of the Financial Services Act.
Announcement
By distributing or arranging for the distribution of this prospectus to
the underwriters and the persons to whom this prospectus is distributed, the
issuer trustee announces to the underwriters and each such person that:
. the Class A-1 notes will initially be issued in the form of book-
entry notes and will be held by Cede & Co., as nominee of DTC;
. in connection with the issue, DTC will confer rights in the Class A-
1 notes to the noteholders and will record the existence of those
rights; and
. as a result of the issue of the Class A-1 notes in this manner,
these rights will be created.
Legal Matters
Mayer, Brown & Platt, New York, New York, will pass upon some legal
matters with respect to the Class A-1 notes, including the material U.S.
federal income tax matters, for Commonwealth Bank and Securitisation Advisory
Services Pty Limited. Clayton Utz, Sydney, Australia, will pass upon some legal
matters, including the material Australian tax matters, with respect to the
Class A-1 notes for Commonwealth Bank and Securitisation Advisory Services Pty
Limited. Skadden, Arps, Slate, Meagher & Flom, New York, New York, will pass
upon some legal matters with respect to the Class A-1 notes for the
underwriters.
168
<PAGE>
Glossary
<TABLE>
<C> <S>
A$ Class A-1 Interest Amount..... see page 86.
A$ Exchange Rate................. means a rate of A$1.00 = US$ .
Accrued Interest Adjustment...... means the amount of interest accrued on the
housing loans for, and any fees in relation
to the housing loans falling due for
payment during, the period commencing on
and including the date on which interest is
debited to the relevant housing loan
accounts by the servicer for that housing
loan immediately prior to the cut-off date
and ending on but excluding the closing
date and any accrued interest and fees due
but unpaid in relation to the housing loan
prior to the date that interest is debited
to the relevant housing loan accounts.
Adverse Effect................... means any event which, determined by the
manager unless specifically provided
otherwise, materially and adversely affects
the amount or timing of any payment due to
any noteholder or redraw bondholder.
Authorized Short-Term
Investments..................... means:
. bonds, debentures, stock or treasury
bills issued by or notes or other
securities issued by the Commonwealth of
Australia or the government of any State
or Territory of the Commonwealth of
Australia;
. deposits with, or the acquisition of
certificates of deposit issued by, an
Australian bank;
. bills of exchange, which at the time of
acquisition have a maturity date of not
more than 200 days accepted, drawn on or
endorsed with recourse by an Australian
bank; or
. debentures or stock of any public
statutory body constituted under the
laws of the Commonwealth of Australia or
any State or Territory of the
Commonwealth where the repayment of the
principal secured and the interest
payable on that principal is guaranteed
by the Commonwealth or the State or
Territory, in each case denominated
</TABLE>
169
<PAGE>
<TABLE>
<C> <S>
in Australian dollars and having a short
term credit rating of P1 from Moody's, A-1+
from Standard & Poor's and F1+, or where
the Authorized Short-Term Investment is at
call, F1, from Fitch IBCA or in each case
such other rating as is agreed between the
issuer trustee, the manager and the
relevant rating agency.
Available Income Amount.......... see page 71.
Available Principal Amount....... see page 75.
Average Delinquent Percentage....
in relation to a determination date means
the amount (expressed as a percentage)
calculated as follows:
</TABLE>
SDP
ADP = 12
<TABLE>
<C> <S>
where:
</TABLE>
<TABLE>
<C> <C> <S> <C>
ADP = the Average Delinquent Percentage; and
SDP = the sum of the Delinquent Percentages for
the 12 collection periods immediately
preceding or ending (as the case may be) on
the determination date,
</TABLE>
<TABLE>
<C> <S>
provided that if on that determination date
there has not yet been 12 collection
periods the Average Delinquent Percentage
in relation to that determination date
means the amount (expressed as a
percentage) calculated as follows:
</TABLE>
ADP = SDP
N
<TABLE>
<C> <S>
where:
</TABLE>
<TABLE>
<C> <C> <S> <C>
ADP = the Average Delinquent Percentage;
SDP = the sum of the Delinquent Percentages for
all of the collection periods preceding or
ending on the determination date; and
N = the number of collection periods preceding
the determination date.
</TABLE>
170
<PAGE>
<TABLE>
<C> <S>
Bank Bill Rate................... in relation to an accrual period means the
rate appearing at approximately 10.00 am
Sydney time on the first day of that
accrual period on the Reuters Screen page
"BBSW" as being the average of the mean
buying and selling rates appearing on that
page for a bill of exchange having a tenor
of three months. If:
. on the first day of an accrual period
fewer than 4 banks are quoted on the
Reuters Screen page "BBSW"; or
. for any other reason the rate for that
day cannot be determined in accordance
with the foregoing procedures,
then Bank Bill Rate means the rate
specified by the manager having regard to
comparable indices then available. However,
the Bank Bill Rate for the initial accrual
period will be determined by straight line
interpolation between the Bank Bill Rate
determined as above for a bill of exchange
having a tenor of three months and the Bank
Bill Rate determined as above for a bill of
exchange having a tenor of four months.
Business Day..................... means any day on which banks are open for
business in Sydney, New York City and
London other than a Saturday, a Sunday or a
public holiday in Sydney, New York City or
London.
Class B Available Support........ in relation to a determination date means
an amount (expressed as a percentage)
calculated as follows:
</TABLE>
<TABLE>
<S> <C> <C>
SAB
CBAS =
----------
ASA + SRFL
</TABLE>
<TABLE>
<C> <S>
where:
</TABLE>
<TABLE>
<C> <C> <S> <C>
CBAS = the Class B Available Support;
SAB = the aggregate Stated Amount for the Class
B notes on that determination date;
ASA = the aggregate of the of the Stated
Amounts of the Class A-1 notes converted
to Australian dollars at the A$ Exchange
Rate, and the Stated Amounts of all other
notes and redraw bonds on that
determination date; and
</TABLE>
171
<PAGE>
<TABLE>
<C> <C> <S> <C>
SRFL = the redraw limit under the standby redraw
facility on that determination date.
</TABLE>
<TABLE>
<C> <S>
Class B Required Support......... in relation to a determination date means
the amount (expressed as a percentage)
calculated as follows:
</TABLE>
IIA
CBRS = AIIA
<TABLE>
<C> <S>
where:
</TABLE>
<TABLE>
<C> <C> <S> <C>
CBRS = the Class B Required Support;
IIA = the aggregate Invested Amount of the
Class B notes upon the issue of the Class
B notes; and
AIIA = the aggregate of the Invested Amounts of
the Class A-1 notes upon the issue of the
Class A-1 notes converted to Australian
dollars at the A$ Exchange Rate and the
Invested Amounts of all other notes and
redraw bonds on that determination date.
</TABLE>
<TABLE>
<C> <S>
Consumer Credit Code............. means, as applicable, the Consumer Credit
Code set out in the Appendix to the
Consumer Credit (Queensland) Act 1995 as in
force or applied as a law of any
jurisdiction in Australia, the provisions
of the Code set out in the Appendix to the
Consumer Credit (Western Australia) Act
1996 or the provisions of the Code set out
in the Appendix to the Consumer Credit
(Tasmania) Act 1996.
Delinquent Percentage............ in relation to a collection period means
the amount (expressed as a percentage)
calculated as follows:
</TABLE>
DP = DMLP
AMLP
<TABLE>
<C> <S>
where:
</TABLE>
<TABLE>
<C> <C> <S> <C>
DP = the Delinquent Percentage;
DMLP = the aggregate, on the last day of the
collection period, of the principal
outstanding with respect to those housing
loans in relation to which a payment due
from the borrower has been in arrears (on
that day) by more than 60 days; and
</TABLE>
172
<PAGE>
<TABLE>
<C> <C> <S> <C>
AMLP = the aggregate principal outstanding in
relation to the housing loans on the last
day of the collection period.
</TABLE>
<TABLE>
<C> <S>
Eligible Depository.............. means a financial institution which has
assigned to it short term credit ratings
equal to or higher than A-1 by Standard &
Poor's, P-1 by Moody's and F1+ by Fitch
IBCA and includes the servicer to the
extent that:
. it is rated in this manner, provided
that if the servicer is the seller and
the servicer is an authorized deposit
taking institution under the Banking
Act 1959 of Australia the rating
requirement of Fitch IBCA will be F1,
or higher; or
</TABLE>
<TABLE>
<C> <S>
. the rating agencies confirm that the
rating of the servicer at a lower level
will not result in a reduction,
qualification or withdrawal of the
ratings given by the rating agencies to
the notes or redraw bonds.
</TABLE>
<TABLE>
<C> <S>
Eligible Trust Corporation....... means any person eligible for appointment
as an institutional trustee under an
indenture to be qualified pursuant to the
Trust Indenture Act of 1939 of the United
States of America as prescribed in section
310(a) of the Trust Indenture Act.
Extraordinary Resolution......... in relation to Voting Secured Creditors or
a class of Voting Secured Creditors means a
resolution passed at a duly convened
meeting of the Voting Secured Creditors or
a class of Voting Secured Creditors under
the security trust deed by a majority
consisting of not less than 75% of the
votes of such Voting Secured Creditors or
their representatives present and voting
or, if a poll is demanded, by such Voting
Secured Creditors holding or representing
between them Voting Entitlements comprising
in aggregate not less than 75% of the
aggregate number of votes comprised in the
Voting Entitlements held or represented by
all the persons present and voting at the
meeting or a written resolution signed by
all the Voting Secured Creditors or the
class of Voting Secured Creditors (as the
case may be).
</TABLE>
173
<PAGE>
<TABLE>
<C> <S>
Fair Market Value................ in relation to a housing loan means the
fair market value for that housing loan
determined by the seller's external
auditors and which value reflects the
performing or non-performing status, as
determined by the servicer, of that housing
loan and any benefit which the intended
purchaser will have in respect of such
housing loan under any relevant Support
Facility.
Finance Charge Collections....... see page 71.
Insolvency Event................. means, in relation to:
. the issuer trustee in its capacity as
trustee of the trust:
. an application is made and not dismissed
or stayed on appeal within 30 days or an
order is made that the issuer trustee be
wound up or dissolved;
</TABLE>
<TABLE>
<C> <S>
. an application for an order is made and
not dismissed or stayed on appeal within
30 days appointing a liquidator, a
provisional liquidator, a receiver or a
receiver and manager in respect of the
issuer trustee or one of them is
appointed;
. except on terms approved by the security
trustee, the issuer trustee enters into,
or resolves to enter into, a scheme of
arrangement, deed of company arrangement
or composition with, or assignment for
the benefit of, all or any class of its
creditors, or it proposes a
reorganisation, moratorium or other
administration involving any of them;
</TABLE>
<TABLE>
<C> <S>
. the issuer trustee resolves to wind
itself up, or otherwise dissolve itself,
or gives notice of intention to do so,
except to reconstruct or amalgamate
while solvent on terms approved by the
security trustee or is otherwise wound
up or dissolved;
. the issuer trustee is or states that it
is unable to pay its debts when they
fall due;
. as a result of the operation of section
459F(1) of the Australian Corporations
Law, the issuer trustee is taken to have
failed to comply with a statutory
demand;
</TABLE>
174
<PAGE>
<TABLE>
<C> <S>
. the issuer trustee is or makes a
statement from which it may be
reasonably deduced by the security
trustee that the issuer trustee is, the
subject of an event described in section
459C(2)(b) or section 585 of the
Australian Corporations Law;
. the issuer trustee takes any step to
obtain protection or is granted
protection from its creditors, under any
applicable legislation or an
administrator is appointed to the issuer
trustee or the board of directors of the
issuer trustee propose to appoint an
administrator to the issuer trustee or
the issuer trustee becomes aware that a
person who is entitled to enforce a
charge on the whole or substantially the
whole of the issuer trustee's property
proposes to appoint an administrator to
the issuer trustee; and
. anything analogous or having a
substantially similar effect to any of
the events specified above happens under
the law of any applicable jurisdiction.
. any other body corporate and the issuer
trustee in its personal capacity, each
of the following events:
. an order is made that the body corporate
be wound up;
. a liquidator, provisional liquidator,
controller or administrator is appointed
in respect of the body corporate or a
substantial portion of its assets
whether or not under an order;
. except to reconstruct or amalgamate on
terms reasonably approved by the issuer
trustee (or in the case of a
reconstruction or amalgamation of the
issuer trustee, on terms reasonably
approved by the manager), the body
corporate enters into, or resolves to
enter into, a scheme of arrangement,
deed of company arrangement or
composition with, or assignment for the
benefit of, all or any class of its
creditors;
</TABLE>
175
<PAGE>
<TABLE>
<C> <S>
. the body corporate resolves to wind
itself up, or otherwise dissolve itself,
or gives notice of its intention to do
so, except to reconstruct or amalgamate
on terms reasonably approved by the
issuer trustee (or in the case of a
reconstruction or amalgamation of the
issuer trustee, except on terms
reasonably approved by the manager) or
is otherwise wound up or dissolved;
. the body corporate is or states that it
is insolvent;
. as a result of the operation of section
459F(1) of the Australian Corporations
Law, the body corporate is taken to have
failed to comply with a statutory
demand;
. the body corporate takes any step to
obtain protection or is granted
protection from its creditors, under any
applicable legislation;
. any writ of execution, attachment,
distress or similar process is made,
levied or issued against or in relation
to a substantial portion of the body
corporate's assets and is not satisfied
or withdrawn or contested in good faith
by the body corporate within 21 days; or
. anything analogous or having a
substantially similar effect to any of
the events specified above happens under
the law of any applicable jurisdiction.
Invested Amount.................. means in relation to a note or a redraw
bond, the principal amount of that note or
redraw bond upon issue less the aggregate
of all principal payments made on that note
or redraw bond.
Issuer Trustee Default........... means:
. the issuer trustee fails within 20
Sydney business days, or such longer
period as the manager may agree to,
after notice from the manager to carry
out or satisfy any material duty or
obligation imposed by the master trust
deed or any other transaction document
in respect of a Medallion Program trust;
</TABLE>
176
<PAGE>
<TABLE>
<C> <S>
. an Insolvency Event occurs with respect
to the issuer trustee in its personal
capacity;
. the issuer trustee ceases to carry on
business;
. the issuer trustee merges or
consolidates into another entity, unless
approved by the manager, which approval
will not be withheld if, in the
manager's reasonable opinion, the
commercial reputation and standing of
the surviving entity will not be less
than that of the issuer trustee prior to
such merger or consolidation, and unless
the surviving entity assumes the
obligations of the issuer trustee under
the transaction documents in respect of
a Medallion Program trust; or
. there is a change in the ownership of 50
per cent or more of the issued equity
share capital of the issuer trustee from
the position as at the date of the
master trust deed, or effective control
of the issuer trustee alters from the
position as at the
date of the master trust deed, unless in
either case approved by the manager,
which approval will not be withheld if,
in the manager's reasonable opinion, the
change in ownership or control of the
issuer trustee will not result in a
lessening of the commercial reputation
and standing of the issuer trustee.
LIBOR............................ means:
. the rate for three-month deposits in US
dollars which appears on Telerate Page
3750 as of 11.00 am, London time on the
second London and New York Business Day
before the beginning of the accrual
period;
. if that rate does not appear, the USD-
LIBOR-BBA for that accrual period will
be determined as if the issuer trustee
and the agent bank had specified "USD-
LIBOR-Reference Banks" as the applicable
Floating Rate Option under the
Definitions of the International Swaps
and Derivates Association, Inc.
The USD-LIBOR-BBA for the first accrual
period will be determined by linear
interpolation calculated with reference to
the duration of the first accrual period.
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Manager Default.................. means:
. an Insolvency Event occurs in relation
to the manager;
. the manager does not instruct the
issuer trustee to pay the required
amounts to the noteholders within the
time periods specified in the series
supplement and that failure is not
remedied within 10 Business Days, or
such longer period as the issuer
trustee may agree, of notice of
failure being delivered to the manager
by the issuer trustee;
. the manager does not prepare and
transmit to the issuer trustee the
quarterly certificates or any other
reports required to be prepared by the
manager and such failure is not
remedied within 10 Business Days, or
such longer period as the issuer
trustee may agree, of notice being
delivered to the manager by the issuer
trustee. Such a failure by the manager
does not constitute a Manager Default
if it is as a result of a Servicer
Default referred to in the second
paragraph of the definition of that
term provided that, if the servicer
subsequently provides the information
to the manager, the manager prepares
and submits to the issuer trustee the
outstanding quarterly certificates or
other reports within 10 Business Days,
or such longer period as the issuer
trustee may agree to, of receipt of
the required information from the
servicer;
. any representation, warranty,
certification or statement made by the
manager in a transaction document or
in any document provided by the
manager under or in connection with a
transaction document proves to be
incorrect when made or is incorrect
when repeated, in a manner which as
reasonably determined by the issuer
trustee has an Adverse Effect and is
not remedied to the issuer trustee's
reasonable satisfaction within 60
Business Days of notice to the manager
by the issuer trustee;
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. the manager has breached its other
obligations under a transaction document
or any other deed, agreement or
arrangement entered into by the manager
under the master trust deed and relating
to the trust or the notes or redraw
bonds, other than an obligation which
depends upon information provided by, or
action taken by, the servicer and the
servicer has not provided the
information or taken the action, and
that breach has had or, if continued,
will have an Adverse Effect as
reasonably determined by the issuer
trustee, and either:
. such breach is not remedied so that it
no longer has or will have to such an
Adverse Effect, within 20 Business Days
of notice delivered to the manager by
the issuer trustee; or
. the manager has not within 20 Business
Days of receipt of such notice paid
compensation to the issuer trustee for
its loss from such breach in an amount
satisfactory to the issuer trustee
acting reasonably.
The issuer trustee must, in such notice,
specify the reasons why it believes an
Adverse Effect has occurred, or will occur,
as the case may be.
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Mortgage Insurance Interest
Proceeds........................ see page 71.
Mortgage Insurance Principal
Proceeds........................ see page 76.
Net Principal Collections........ see page 77.
Net Unscheduled Principal........ see page 77.
Other Income..................... see page 71.
Other Principal Amounts.......... see page 76.
Payment Modification............. see page 98.
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Perfection of Title Event........ means:
. the seller makes any representation or
warranty under a transaction document
that proves to be incorrect when made,
other than a representation or warranty
in respect of which damages have been
paid or for which payment is not yet
due, for breach, or breaches any
covenant or undertaking given by it in a
transaction document, and that has or,
if continued will have, an Adverse
Effect and:
. the same is not satisfactorily remedied
so that it no longer has or will have,
an Adverse Effect, within 20 Business
Days of notice being delivered to the
seller by the manager or the issuer
trustee; or
. if the preceding paragraph is not
satisfied, the seller has not within 20
Business Days of such notice paid
compensation to the issuer trustee for
its loss from that breach in an amount
satisfactory to the issuer trustee
acting reasonably. Such compensation
cannot exceed the aggregate of the
principal amount outstanding in respect
of the corresponding housing loan and
any accrued or unpaid interest in
respect of the housing loan, calculated
in both cases at the time of payment of
the compensation.
The issuer trustee must, in such notice,
specify the reasons why it believes an
Adverse Effect has occurred, or will
occur;
. if the seller is the servicer, a
Servicer Default occurs;
. an Insolvency Event occurs in relation
to the seller;
. if the seller is the swap provider under
a fixed rate swap or an interest rate
basis cap, the seller fails to make any
payment due under a swap or cap and that
failure:
. has or will have an Adverse Effect as
reasonably determined by the issuer
trustee; and
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. is not remedied by the seller within 20
Business Days, or such longer period as
the issuer trustee agrees, of notice to
the seller by the manager or the issuer
trustee;
. a downgrading in the long term debt
rating of the seller below BBB by
Standard & Poor's, Baa2 by Moody's or
BBB by Fitch IBCA or such other rating
in respect of the seller as is agreed
between the manager, the seller and the
rating agency which had assigned the
relevant rating.
Performing Housing Loans Amount.. means the aggregate of the following:
. the amount outstanding under housing
loans under which no payment due from
the borrower has been in arrears by more
than 90 days; and
. the amount outstanding under housing
loans under which a payment due from the
borrower has been in arrears by more
than 90 days and which are insured under
a mortgage insurance policy.
Potential Termination Event...... means:
. it is or becomes unlawful for the issuer
trustee, and would also be unlawful for
any new issuer trustee, to carry out any
of its obligations under the series
supplement, the master trust deed (in so
far as it relates to the trust), the
Class A-1 note trust deed, the Class A-1
notes or the security trust deed; or
. all or any part of the series
supplement, the master trust deed (in so
far as it relates to the trust) the
Class A-1 note trust deed, the Class
A-1 notes or the security trust deed is
or has become void, illegal,
unenforceable or of limited force and
effect.
Principal Charge-off
Reimbursement................... see page 76.
Principal Collections............ see page 75.
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Prior Interest................... means the issuer trustee's lien over, and
right of indemnification from, the assets
of the trust calculated in accordance with
the master trust deed for fees and expenses
payable to the issuer trustee, other than
the Secured Moneys, which are unpaid, or
paid by the issuer trustee but not
reimbursed to the issuer trustee from the
assets of the trust.
Redraw Bond Amount............... see page 76.
Secured Creditor................. see page 112.
Secured Moneys................... means the aggregate of all moneys owing to
the security trustee or to a Secured
Creditor under any of the transaction
documents whether such amounts are
liquidated or not or are contingent or
presently accrued due, and including rights
sounding in damages only, provided that the
amount owing by the issuer trustee in
relation to the principal component of a
note or redraw bond is to be calculated by
reference to the Invested Amount of that
note or redraw bond, the amount owing by
the issuer trustee in relation to the
principal component of the standby redraw
facility will include any unreimbursed
principal charge-offs in respect of the
standby redraw facility and the Secured
Moneys do not include any fees or value
added tax payable to the Class A-1 note
trustee for which the issuer trustee is
personally liable.
Servicer Default................. see page 130.
Standby Redraw Facility Advance.. see page 76.
Stated Amount.................... for a note or a redraw bond means:
. the principal amount of that note or
redraw bond upon issue; less
. the aggregate of principal payments
previously made on that note or redraw
bond; less
. the aggregate of all then unreimbursed
principal charge-offs on that note or
redraw bond.
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Stepdown Conditions.............. are satisfied on a determination date if:
. the following applies:
. the Class B Available Support on the
determination date is equal to or
greater than two times the Class B
Required Support on the determination
date;
. the aggregate Stated Amount for the
Class B notes on the determination date
is equal to or greater than 0.25% of the
aggregate Invested Amount of the Class B
notes upon the issue of the Class B
notes;
. either:
. the Average Delinquent Percentage on the
determination date does not exceed 2%
and the aggregate of all unreimbursed
principal charge-offs on the
determination date does not exceed 30%
of the aggregate of the Invested Amounts
of the Class B notes upon the issue of
the Class B notes; or
. the Average Delinquent Percentage on the
determination date does not exceed 4%
and the aggregate of all unreimbursed
principal charge-offs on the
determination date not exceed 10% of the
aggregate of the Invested Amounts of the
Class B notes upon the issue of the
Class B notes; and
. the total principal outstanding on the
housing loans is not, and is not
expected to be on or prior to the next
distribution date, less than 10% of the
total principal outstanding on the
housing loans on March , 2000;
. the following applies:
. the determination date falls on or after
the fifth anniversary of the closing
date;
. the Average Delinquent Percentage on the
determination date does not exceed 2%;
. the Stated Amount of the aggregate of
all outstanding notes is greater than
10% of the original issued amount;
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. the aggregate Stated Amount for the
Class B notes on the determination date
is equal to or greater than 0.25% of the
aggregate Invested Amount of the Class B
notes upon the issue of the Class B
notes; and
. the aggregate of all unreimbursed
principal charge-offs on the
determination date does not exceed, if
the determination date falls on or after
the:
. fifth but prior to the sixth anniversary
of the closing date, 30% of the
aggregate of the initial Invested
Amounts of the Class B notes;
. sixth but prior to the seventh
anniversary of the closing date, 35% of
the aggregate of the initial Invested
Amounts of the Class B notes;
. seventh but prior to the eighth
anniversary of the closing date, 40% of
the aggregate of the initial Invested
Amounts of the Class B notes;
. eighth but prior to the ninth
anniversary of the closing date, 45% of
the aggregate of the initial Invested
Amounts of the Class B notes; or
. ninth anniversary of the closing date,
50% of the aggregate of the initial
Invested Amounts of the Class B notes.
Stepdown Percentage.............. on a determination date is determined as
follows.
If the Stepdown Conditions are not
satisfied on that determination date, the
Stepdown Percentage is 100%.
If the Stepdown Conditions are satisfied on
that determination date, the Stepdown
Percentage is 100% unless the following
apply:
. if the determination date falls prior to
the third anniversary of the closing
date the Stepdown Percentage is 50%;
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. if:
. the determination date falls on or after
the third anniversary of the closing
date but prior to the tenth anniversary
of the closing date; and
. the Class B Available Support on the
determination date is equal to or
greater than two times the Class B
Required Support on the determination
date;
the Stepdown Percentage is 0%;
. if:
. the preceding paragraph does not apply;
. the determination date falls on or after
the fifth anniversary of the closing
date but prior to the tenth anniversary
of the closing date; and
. the Class B Available Support on the
determination date is equal to or
greater than the Class B Required
Support on the determination date;
then if the determination date falls on or
after the:
. fifth but prior to the sixth anniversary
of the closing date, the Stepdown
Percentage is 70%;
. sixth but prior to the seventh
anniversary of the closing date, the
Stepdown Percentage is 60%;
. seventh but prior to the eighth
anniversary of the closing date, the
Stepdown Percentage is 40%;
. eighth but prior to the ninth
anniversary of the closing date, the
Stepdown Percentage is 20%; or
. ninth but prior to the tenth anniversary
of the closing date, the Stepdown
Percentage is 0%; or
. if the determination date falls on or
after the tenth anniversary of the
closing date, the Stepdown Percentage is
0%.
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Support Facility................. means the currency swap, the basis swap,
the fixed rate swap, the liquidity
facility, the standby redraw facility and
the mortgage insurance policies.
US$ Exchange Rate................ means a rate of US$1.00 = A$ .
Voting Entitlements.............. on a particular date means the number of
votes which a Voting Secured Creditor would
be entitled to exercise if a meeting of
Voting Secured Creditors were held on that
date, being the number calculated by
dividing the Secured Moneys owing to that
Voting Secured Creditor by 10 and rounding
the resultant figure down to the nearest
whole number. If the Class A-1 note trustee
is a Voting Secured Creditor it will have a
Voting Entitlement equal to the aggregate
Voting Entitlement for all Class A-1
noteholders.
Secured Moneys in respect of the Class A-1
notes will be converted to Australian
dollars from US dollars at either the A$
Exchange Rate or the spot rate used for the
calculation of amounts payable on the early
termination of the currency swap, whichever
produces the lowest amount in Australian
dollars.
Voting Secured Creditors......... means:
. for so long as the Secured Moneys of the
noteholders, converted, in the case of
the Class A-1 notes, to Australian
dollars in the manner described in the
definition of "Voting Entitlements" and
the redraw bondholders are 75% or more
of the then total Secured Moneys:
. if any Class A-1 note then remains
outstanding, the Class A-1 note trustee,
or, if the Class A-1 note trustee has
become bound to notify, or seek
directions from, the Class A-1
noteholders or take steps and/or to
proceed under the Class A-1 note trust
deed and fails to do so when required by
the Class A-1 note trustee and such
failure is continuing, the Class A-1
noteholders; if any Class A-2 notes
remain outstanding, the Class A-2
noteholders; and if any redraw bonds
remain outstanding, the redraw
bondholders; or
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. if none of the above securities then
remain outstanding, the Class B
noteholders; and
. otherwise:
. if any Class A-1 note remains
outstanding, the Class A-1 note trustee,
or, if the Class A-1 note trustee has
become bound to take steps and/or to
proceed under the Class A-1 note trust
deed and fails to do so when required by
the Class A-1 note trustee and such
failure is continuing, the Class A-1
noteholders; and
. each other then Secured Creditor other
than the Class A-1 note trustee and the
Class A-1 noteholders.
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APPENDIX I
Terms and Conditions of the Class A-1 Notes
This Appendix I constitutes an integral part of this prospectus
The following, subject to amendments, are the terms and conditions of the
Class A-1 Notes, substantially as they will appear on the reverse of any Class
A-1 Notes. Class A-1 Notes will initially be issued in book entry form. Class
A-1 Notes in definitive form will only be issued in limited circumstances.
While the Class A-1 Notes remain in book entry form, the same terms and
conditions govern them, except to the extent that they are appropriate only to
the Class A-1 Notes in definitive form. A summary of the provisions applicable
to the Class A-1 Notes while in book entry form, including the circumstances in
which Class A-1 Notes in definitive form will be issued, is set out in
"Description of the Class A-1 Notes--Form of the Class A-1 Notes" of this
prospectus.
Sections in italics are included by way of explanation only and do not
constitute part of the terms and conditions of the Class A-1 Notes.
1.General
The issue of the US$1,000,000,000 Class A-1 Mortgage Backed Floating Rate
Notes due July 2031 (the "Class A-1 Notes"), the A$300,000,000 Class A-2
Mortgage Backed Floating Rate Notes due July 2031 (the "Class A-2 Notes" and
together with the Class A-1 Notes, the "Class A Notes") and the A$15,000,000
Class B Mortgage Backed Floating Rate Notes due July 2031 (the "Class B
Notes") (together the "Notes") by Perpetual Trustee Company Limited, ACN 000
001 007, ("Perpetual") in its capacity as trustee of the Series 2000-1G
Medallion Trust (the "Series Trust") (Perpetual in such capacity, the "Issuer")
was authorised by a resolution of the board of directors of Perpetual passed on
March , 2000.
The Class A-1 Notes: (a) are constituted by a Class A-1 Note Trust Deed
(the "Class A-1 Note Trust Deed") dated March , 2000 made between the Issuer,
Securitisation Advisory Services Pty Limited, ACN 064 133 946, (the "Manager")
and The Bank of New York, New York Branch (the "Class A-1 Note Trustee") as
trustee for the several persons who are for the time being registered holders
of the Class A-1 Notes (each a "Class A-1 Noteholder" and together the "Class
A-1 Noteholders"); and (b) are issued subject to, and with the direct or
indirect benefit of, amongst other things (i) a Master Trust Deed (the "Master
Trust Deed") dated 8 October 1997 made between the Manager and Perpetual, as
amended from time to time; (ii) a Series Supplement (the "Series Supplement")
dated March , 2000 made between Commonwealth Bank of Australia, ACN 123 123 124
(generally the "Bank" and in its respective capacities under the Series
Supplement the "Seller" and the initial "Servicer"), the Manager and the
Issuer; (iii) a Security Trust Deed (the "Security Trust Deed") dated March ,
2000 made between the Issuer, the Manager, the Class A-1 Note Trustee and P.T.
Limited, ACN 004 454 666 (the "Security Trustee"); (iv) the Class A-1 Note
Trust Deed; (v) these terms and conditions (the "Conditions"); and (vi) the
Agency Agreement (as defined below).
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Certain provisions of these Conditions (including the definitions herein)
are summaries of the Transaction Documents (as defined in Condition 3) and are
subject to the detailed provisions of the Transaction Documents, a copy of
which may be inspected as indicated in Condition 3.
Payments of interest and principal, and the calculation of certain
amounts and rates, under these Conditions in respect of the Class A-1 Notes
will be made pursuant to an Agency Agreement (the "Agency Agreement") dated
March , 2000 made between the Issuer, the Class A-1 Note Trustee, the Manager,
The Bank of New York, New York Branch, as the initial principal paying agent
(the "Principal Paying Agent") (together with any other paying agent appointed
from time to time under the Agency Agreement, the "Paying Agents"), as the
initial agent bank (the "Agent Bank") and as the initial Class A-1 note
registrar (the "Class A-1 Note Registrar") and The Bank of New York, London
Branch and as an initial paying agent.
The Issuer has entered into ISDA Master Agreements (each a "Currency Swap
Agreement") with Merrill Lynch Capital Services Inc. and Commonwealth Bank of
Australia (each a "Currency Swap Provider") and the Manager, each together with
a schedule and a credit support annex and a confirmation relating thereto in
respect of the Class A-1 Notes (each such confirmation documenting a "Class A-1
Currency Swap").
The Class A-1 Notes will on issue be listed on the London Stock Exchange
Limited (the "London Stock Exchange").
"US$" means the lawful currency for the time being of the United States
of America and "A$" means the lawful currency for the time being of the
Commonwealth of Australia.
2.Definitions and Interpretation
2.1Incorporated Definitions and other Provisions
Where in these Conditions a word or expression is defined by reference to
its meaning in another Transaction Document or there is a reference to another
Transaction Document or to a provision of another Transaction Document, any
amendment to the meaning of that word or expression, to that other Transaction
Document or to that provision (as the case may be) will be of no effect for the
purposes of these Conditions unless and until the amendment: (a) if it does not
effect a Payment Modification (as defined in Condition 10.3) is either: (i) if
the Class A-1 Note Trustee is of the opinion that the amendment will not be
materially prejudicial to the interests of the Class A-1 Noteholders, consented
to by the Class A-1 Note Trustee; or (ii) otherwise, approved by a Special
Majority (as defined in Condition 10.3) of the Class A-1 Noteholders under the
Class A-1 Note Trust Deed; or (b) if the amendment does effect a Payment
Modification (as defined in Condition 10.3), is consented to by each Class A-1
Noteholder.
2.2Interpretation
In these Conditions, unless the context otherwise requires: (a) a
reference to a party includes that party's executors, administrators,
successors, substitutes and assigns, including any person replacing that party
by way of novation; (b) a reference to any regulation or to
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any section or provision thereof includes any statutory modification or re-
enactment or any statutory provision substituted therefor and all ordinances,
by-laws, regulations and other statutory instruments issued thereunder; (c)
subject to Condition 2.1, a reference to any document or agreement is a
reference to such document or agreement as amended, varied, supplemented or
replaced from time to time; (d) words importing the singular include the plural
(and vice versa); (e) words denoting a given gender include all other genders;
and (f) headings are for convenience only and do not affect the interpretation
of these Conditions.
2.3Calculations
Except as expressly provided otherwise in these Conditions, all
calculations in a given currency under these Conditions will be rounded down to
the nearest cent in that currency and all other calculations and percentages
determined hereunder will be rounded down to the nearest 4 decimal places.
3.Class A-1 Noteholders Bound
The Class A-1 Noteholders are bound by, and are deemed to have notice of,
all the provisions of the Transaction Documents. A copy of each Transaction
Document is available for inspection during normal business hours on New York
business days at the registered office for the time being of the Class A-1 Note
Trustee (which is, at the date of these Conditions, 101 Barclay Street, 21W,
New York, New York, 10286).
"Transaction Documents" means the Master Trust Deed in so far as it
relates to the Series Trust, the Series Supplement, the Currency Swap
Agreements, the Interest Rate Swap Agreement, the Liquidity Facility Agreement,
the Standby Redraw Facility Agreement, the GEMICO Mortgage Insurance Policies,
the Security Trust Deed, the Dealer Agreement, the Underwriting Agreement, the
Class A-1 Note Trust Deed, these Conditions, the Agency Agreement and any other
document which is agreed by the Manager and the Issuer to be a Transaction
Document in relation to the Series Trust.
"Dealer Agreement", "GEMICO Mortgage Insurance Policies", "Interest Rate
Swap Agreement", "Liquidity Facility Agreement", "Standby Redraw Facility
Agreement" and "Underwriting Agreement" have the same respective meanings as in
the Series Supplement. Further details of these documents are contained in "The
Mortgage Insurance Policies", "Description of the Class A-1 Notes--The Interest
Rate Swaps", "Description of the Transaction Documents--The Liquidity
Facility,--The Standby Redraw Facility", "Plan of Distribution" and "Listing
and General Information--Transaction Documents Available for Inspection" of
this prospectus.
4.Form, Denomination and Title of and to, and the issue of definitive, Class A-
1 Notes
4.1 Form and Denomination
The Class A-1 Notes will be issued in registered form, without
interest coupons, in minimum denominations of US$100,000 or integral
multiples thereof. The initial principal amount of each Class A-1 Note
(the "Initial Invested Amount" in relation to that Class A-1 Note) will be
stated on its face.
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4.2 Title
Title to the Class A-1 Notes will only be shown on, and will only pass by
registration in, the register (the "Class A-1 Note Register") maintained by the
Class A-1 Note Registrar in accordance with the Agency Agreement. Class A-1
Notes may be transferred, or may be exchanged for other Class A-1 Notes in any
authorised denominations and a like Invested Amount (as defined in Condition
6.4), upon the surrender of the Class A-1 Notes to be transferred or exchanged
duly endorsed with or accompanied by a written instrument of transfer and
exchange duly executed (with such execution guaranteed by an eligible guarantor
institution) and the provision of such other documents as the Class A-1 Note
Registrar may reasonably require, to a specified office of the Class A-1 Note
Registrar (as set out at the end of these Conditions or otherwise notified to
Class A-1 Noteholders) subject to and in accordance with the Agency Agreement.
No service charge may be made for any transfer or exchange, but the Class A-1
Note Registrar may require payment by the Class A-1 Noteholder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Class A-1 Notes. The Class A-1 Note
Registrar need not register transfers or exchanges of Class A-1 Notes for a
period of 30 days preceding the due date for any payment with respect to the
Class A-1 Notes or for a period, not exceeding 30 days, specified by the Class
A-1 Note Trustee prior to any meeting which includes Class A-1 Noteholders
under the Master Trust Deed or the Security Trust Deed. The Issuer, the Class
A-1 Note Trustee, the Manager, the Agent Bank and each Paying Agent may accept
the correctness of the Class A-1 Note Register and any information provided to
it by the Class A-1 Note Registrar and is not required to enquire into its
authenticity. None of the Issuer, the Class A-1 Note Trustee, the Manager, the
Agent Bank, any Paying Agent or the Class A-1 Note Registrar is liable for any
mistake in the Class A-1 Note Register or in any purported copy except to the
extent that the mistake is attributable to its own fraud, negligence or wilful
default.
5. Status, Security and Relationship between the Class A-1 Notes, the Class A-2
Notes, the Class B Notes and the Redraw Bonds
5.1 Status of the Securities
The Notes and the Redraw Bonds (as defined in Condition 5.6) (together
the "Securities") are direct, secured (as described in Condition 5.2) limited
recourse (as described in Condition 5.3) obligations of the Issuer.
5.2 Security
The obligations of the Issuer under the Securities are (amongst the other
payment obligations of the Issuer comprising the Secured Moneys (as defined
below)) secured, pursuant to the Security Trust Deed, in favour of the Security
Trustee as trustee for the Secured Creditors (as defined below), by a floating
charge (the "Charge") over all of the assets and property, real and personal
(including choses in action and other rights), tangible and intangible, present
or future, of the Series Trust (the "Charged Property"). The Charged Property
includes an equitable interest in certain mortgage loans, and related
mortgages, acquired by the Issuer from the Seller. The Charge is a first
ranking security, subject only to the Prior Interest in the Charged Property.
Further details regarding the Charged Property are contained in
"Description of the Assets of the Trust" of this prospectus
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"Class A Noteholders" means the Class A-1 Noteholders and the Class A-2
Noteholders (as defined in the Series Supplement).
"Invested Amount" in relation to a Class A-1 Note is defined in Condition
6.4 and in relation to a Class A-2 Note, Class B Note or Redraw Bond means (as
defined in the Series Supplement) A$100,000 less the aggregate of all amounts
previously paid in relation to that Note or Redraw Bond on account of principal
pursuant to clause 10.3(c) of the Series Supplement.
"Prior Interest" means the lien over, and right of indemnification from,
the Charged Property held by the Issuer under, and calculated in accordance
with, the Master Trust Deed for the fees, costs, charges and expenses incurred
by or payable to the Issuer (in its capacity as trustee of the Series Trust) in
accordance with the Master Trust Deed and the Series Supplement (other than the
Secured Moneys) which are unpaid or paid by the Issuer but not reimbursed to
the Issuer from the assets and property of the Series Trust.
"Secured Creditors" means the Class A-1 Note Trustee (in its personal
capacity and as trustee of the Class A-1 Trust established under the Class A-1
Note Trust Deed), each Paying Agent, each Securityholder, each Hedge Provider,
the Liquidity Facility Provider (as defined in the Series Supplement), the
Standby Redraw Facility Provider (as defined in the Series Supplement), the
Servicer and the Seller.
"Secured Moneys" means, without double counting, the aggregate of all
moneys owing to the Security Trustee or to a Secured Creditor under any of the
Transaction Documents, whether such amounts are liquidated or not or are
contingent or presently accrued due, and includes all rights sounding in
damages only provided that:
(a)the amount owing by the Issuer in relation to the principal component of
a Security is to be calculated by reference to the Invested Amount of
that Security;
(b) the amount owing by the Issuer in relation to the principal component
of the Standby Redraw Facility Agreement is to be calculated by
reference to the aggregate of the Standby Redraw Facility Principal and
the Unreimbursed Principal Charge-offs in relation to the Standby
Redraw Facility Principal; and
(c)the Secured Moneys do not include any fees or value added tax payable to
the Class A-1 Note Trustee or an Agent referred to in clause 12.7 of
the Class A-1 Note Trust Deed or Clause 12.6 of the Agency Agreement.
"Securityholders" means the Class A Noteholders, the Class B Noteholders
(as defined in the Series Supplement) and the Redraw Bondholders (as defined in
the Series Supplement).
5.3 Limited Recourse
The liability of the Issuer to make interest and principal payments on
the Class A-1 Securities is limited, except in certain circumstances described
in Condition 12, to the assets and property of the Series Trust available for
this purpose in accordance with, and subject to the order of priority of
payments in, the Series Supplement (prior to enforcement of the Charge) or the
Security Trust Deed (following enforcement of the Charge).
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The net proceeds of realisation of the assets and property of the Series
Trust (including following enforcement of the Charge) may be insufficient to
pay all amounts due to the Class A-1 Noteholders and any other amounts ranking
in priority to or equally with amounts due to the Class A-1 Noteholders. Except
in the limited circumstances described in Condition 12, the assets of Perpetual
held in its personal capacity will not be available for payment of any
shortfall arising and all claims in respect of such shortfall will be
extinguished. The assets of Perpetual held in its capacity as trustee of any
other trust (including any other series trust established pursuant to the
Master Trust Deed) will not in any circumstances be available to pay any
amounts due to Class A-1 Noteholders.
None of the Bank, the Manager, the Class A-1 Note Trustee, the Security
Trustee, any Agent, each Currency Swap Provider or the Managers (as defined in
the Underwriting Agreement), amongst others, has any obligation to any Class A-
1 Noteholder for payment of any amount owed by the Issuer in respect of the
Class A-1 Notes.
5.4 No Preference within the Class A-1 Notes
The Class A-1 Notes rank equally and rateably and without any preference
or priority among themselves.
5.5 Ranking of Class A-1 and Class A-2 Notes
Prior to the enforcement of the Charge, under the Series Supplement the
Class A-1 Notes and Class A-2 Notes will rank equally and rateably in relation
to the payment of interest and the repayment of principal (the amounts payable
by the Issuer under the Series Supplement in relation to the Class A-1 Notes
will be calculated by reference to the applicable Australian dollar amounts
payable by the Issuer to the Currency Swap Providers, which rank equally and
rateably with amounts payable in respect of the Class A-2 Notes, which in turn
will be applied to meet the payment of interest and the repayment of principal
(as applicable) on the Class A-1 Notes as explained, respectively, in
Conditions 6.9 and 7.2). Following enforcement of the Charge, under the
Security Trust Deed the payment of amounts owing in relation to the Class A-1
Notes and the Class A-2 Notes will rank rateably (the amounts owing in respect
of the Class A-1 Notes will, for the purposes of determining distributions to,
and allocations between, the Class A-1 Noteholders, the Class A-2 Noteholders
and the other Secured Creditors, be converted into A$ in accordance with the
Security Trust Deed).
5.6 Issue of Redraw Bonds
Under the Series Supplement, the Issuer is entitled to issue debt
securities ("Redraw Bonds") from time to time at the direction of the Manager.
If prior to a Determination Date, the Manager considers that the aggregate of:
(a) the Principal Collections, the Principal Charge-Off Reimbursements (as
defined in Condition 7.10) and the Other Principal Amounts for the
Collection Period ending on the Determination Date; and
(b) the Standby Redraw Facility Advance (as hereinafter defined) (if any)
to be made on the next Distribution Date (as defined in Condition 6.2),
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as estimated by the Manager are likely to be insufficient to meet in full
the aggregate of:
(c) the Seller Advances; and
(d) the Standby Redraw Facility Principal,
that the Manager estimates will be outstanding on the Determination Date, the
Manager may direct the Issuer to issue Redraw Bonds for a principal amount
specified in the direction. The maximum Stated Amount (as hereinafter defined)
of the Redraw Bonds outstanding on any Distribution Date (after taking into
account any expected repayment of principal on the Redraw Bonds on that
Distribution Date) must not exceed the Redraw Bond Principal Limit.
"Collection Period", "Determination Date", "Other Principal Amount",
"Principal Collections", "Redraw Bond Principal Limit", "Seller Advance",
"Standby Redraw Facility Advance", "Standby Redraw Facility Principal" and
"Stated Amount" in relation to the Redraw Bonds have the same respective
meanings as in the Series Supplement. For a description of these, see
"Description of the Class A-1 Notes--Key Dates and Periods,--Determination of
the Available Principal Amount and--Redraws" and "Glossary" of this prospectus.
Prior to the enforcement of the Charge, under the Series Supplement: (i)
the payment of interest on the Redraw Bonds will rank equally and rateably with
the payment of interest on the Class A Notes (or, in the case of the Class A-1
Notes, equally and rateably with the payment of the relevant A$ amount by the
Issuer to the Currency Swap Providers which in turn will be applied to meet the
payment of interest on the Class A-1 Notes as explained in Condition 6.9); and
(ii) the repayment of principal on the Redraw Bonds will rank ahead of the
repayment of principal on the Class A Notes (or, in the case of the Class A-1
Notes, ahead of the payment of the relevant A$ amount by the Issuer to the
Currency Swap Providers which in turn will be applied to meet the repayment of
principal on the Class A-1 Notes as explained in Condition 7.2).
Following the enforcement of the Charge, under the Security Trust Deed
the payment of amounts owing in relation to the Redraw Bonds will rank rateably
with the payment of amounts owing in relation to the Class A Notes (the amounts
owing in respect of the Class A-1 Notes will, for the purposes of determining
distributions to, and allocations between, the Class A-1 Noteholders and Redraw
Bondholders and other Secured Creditors, be converted into A$ in accordance
with the Security Trust Deed).
5.7Subordination of Class B Notes
Prior to the enforcement of the Charge, the payment of interest in
relation to the Class B Notes is subordinated to, amongst other things, the
payment of interest on the Class A Notes and the Redraw Bonds in accordance
with the Series Supplement; and the repayment of the principal on the Class B
Notes is, to a certain extent, subordinated to, amongst other things, the
repayment of the principal on the Class A Notes and the Redraw Bonds in
accordance with the calculations to be made of the amounts to be paid by the
Issuer under the Series Supplement (in the case of the Class A-1 Notes, the
subordination of
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the Class B Notes is in respect of the relevant A$ amounts payable by the
Issuer to the Currency Swap Providers which in turn will be applied to meet the
payment of interest and the repayment of principal on the Class A-1 Notes as
explained, respectively, in Conditions 6.9 and 7.2.). For a description of the
order of application of available proceeds under the Series Trust, the
consequent subordination of the payment of interest and repayment of principal
on the Class B Notes, see "Description of the Class A-1 Notes--Distribution of
the Available Income Amount,--Distribution of the Available Principal Amount
and--Allocation of Principal to Class A Notes and Class B Notes" of this
prospectus.
Following the enforcement of the Charge, in the distribution of the net
proceeds (if any) arising from the enforcement of the Charge, any payment in
relation to the Class B Notes will be subordinated to, amongst other things,
payment of all amounts due in relation to the Class A Notes and the Redraw
Bonds (the amounts owing in respect of the Class A-1 Notes will, for the
purposes of determining distributions to, and allocations between, the Class A-
1 Noteholders, and Class B Noteholders and other Secured Creditors, be
converted into A$ in accordance with the Security Trust Deed). For a
description of the order of application of the proceeds of the enforcement of
the Charge under the Security Trust Deed, see "Description of the Transaction
Documents--The Security Trust Deed--Priorities under the Security Trust Deed"
of this prospectus.
The Security Trust Deed contains provisions requiring the Security
Trustee, subject to other provisions of the Security Trust Deed, to give
priority to the interests of the Class A Noteholders and the Redraw Bondholders
if there is a conflict between the interests of the Class A Noteholders and the
Redraw Bondholders (on the one hand) and any other Secured Creditor, including
the Class B Noteholders (on the other hand). In determining the interests of
the Class A-1 Noteholders, the Security Trustee may rely on a determination of
the Class A-1 Note Trustee.
5.8The Securities Rank Equally Except as Provided in the Transaction
Documents
The Securities enjoy the same rights, entitlements, benefits and
restrictions except as expressly provided in the Transaction Documents.
6.Interest
6.1Period of Accrual
Each Class A-1 Note accrues interest from (and including) March , 2000
(the "Closing Date") and ceases to accrue interest on (but excluding) the
earliest of:
(a) the date on which the Stated Amount (as hereinafter defined) of the
Class A-1 Note is reduced to zero and all accrued but previously
unpaid interest, is paid in full;
(b) the date on which the Class A-1 Note is redeemed or repaid in full
in accordance with Condition 7 (other than Condition 7.6) unless,
upon presentation, payment is improperly withheld or refused in
which case the Class A-1 Note will continue to bear interest in
accordance with this Condition 6
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(both before and after judgment) until (but excluding) whichever is
the earlier of:
(i) the day on which all sums due in respect of the Class A-1
Note up to that day are received by or on behalf of the
Class A-1 Noteholder; and
(ii) the seventh day after notice is given to the Class A-1
Noteholder (either in accordance with Condition 11.1 or
individually) that, where required by Condition 8.2, upon
presentation thereof being duly made, such payment will be
made, provided that upon such presentation payment is in
fact made; and
(c) the date on which the Class A-1 Note is deemed to be redeemed in
accordance with Condition 7.6.
"Stated Amount" in relation to:
(a) a Class A-1 Note at any given time means the Initial Invested Amount
of that Class A-1 Note less the sum of:
(i) the aggregate of all amounts previously paid in relation to
that Class A-1 Note on account of principal pursuant to
Condition 7.2(c); and
(ii) the aggregate of all then Unreimbursed Principal Charge-
offs (as defined in Condition 7.10) in relation to that
Class A-1 Note; and
(b) any other Security at any given time means (as defined in the Series
Supplement) A$100,000 less the sum of:
(i) the aggregate of all amounts previously paid in relation to
that A$ Security on account of principal pursuant to clause
10.3 of the Series Supplement; and
(ii) the aggregate of all then Unreimbursed Principal Charge-
Offs (as defined in the Series Supplement) in relation to
that A$ Security.
For a description of how the Stated Amount is determined for the
Securities see "Description of the Class A-1 Notes--Distribution of the
Available Principal Amounts--Allocations of Principal to Class A Notes and
Class B Notes and--Principal Charge-Off" and "Glossary" of this prospectus.
6.2Accrual Periods
The period that a Class A-1 Note accrues interest in accordance with
Condition 6.1 is divided into periods (each an "Accrual Period"). The first
Accrual Period for a ClassA-1 Note commences on (and includes) the Closing
Date and ends on (but does not include) the first Distribution Date
thereafter. Each succeeding Accrual Period for a Class A-1 Note commences on
(and includes) a Distribution Date and ends on (but does not include) the next
Distribution Date. The final Accrual Period for a Class A-1 Note ends on (but
does not include) the date on which interest ceases to accrue on the Class A-1
Note pursuant to Condition 6.1.
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"Distribution Date" means the 12th day of July, October, January and
April in each year (or, if such a day is not a Business Day, the next Business
Day). The first Distribution Date is 12 July 2000 (or, if that day is not a
Business Day, the next Business Day).
"Business Day" means any day on which banks are open for business in
Sydney, New York City and London other than a Saturday, a Sunday or a public
holiday in Sydney, New York City or London.
6.3Interest Rate for the Class A-1 Notes
The rate of interest ("Interest Rate") payable from time to time in
respect of a Class A-1 Note and an Accrual Period is the aggregate of USD-
LIBOR-BBA (as hereinafter defined) for that Accrual Period and the Issue Margin
(as hereinafter defined) in relation to the Class A-1 Note.
"USD-LIBOR-BBA" for an Accrual Period will be calculated by the Agent
Bank in accordance with paragraph (a) (or, if applicable, paragraph (b)) below
(subject, in the case of the first Accrual Period, to paragraph (c) below):
(a) on the second Banking Day before the beginning of the Accrual Period
(a "Rate Set Date") the Agent Bank will determine the rate "USD-LIBOR-
BBA" as the applicable Floating Rate Option under the Definitions of
the International Swaps and Derivatives Association, Inc. ("ISDA")
(the "ISDA Definitions") being the rate applicable to any Accrual
Period for three-month deposits in US dollars in the London inter-bank
market which appears on the Rate Page (as hereinafter defined) as of
11.00am, London time, on the Rate Set Date;
(b) if such rate does not appear on the Rate Page at that time, the USD-
LIBOR-BBA for that Accrual Period will be determined as if the Issuer
and the Agent Bank had specified "USD-LIBOR-Reference Banks" as the
applicable Floating Rate Option under the ISDA Definitions. For this
purpose "USD-LIBOR-Reference Banks" means that the rate for an Accrual
Period will be determined on the basis of the rates at which deposits
in US dollars are offered by the Reference Banks (being four major
banks in the London interbank market determined by the Agent Bank) at
approximately 11.00am, London time, on the Rate Set Date to prime
banks in the London interbank market for a period of three months
commencing on the first day of the Accrual Period and in a
Representative Amount (as defined in the ISDA Definitions). The Agent
Bank will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such
quotations are provided, the USD-LIBOR-BBA for that Interest Period
will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the USD-LIBOR-BBA for that
Accrual Period will be the arithmetic mean of the rates quoted by not
less than two major banks in New York City, selected by the Agent Bank
and the Currency Swap Providers, at approximately 11.00am, New York
City time, on that Rate Set Date for loans in US dollars to leading
European banks for a period of three months commencing on the first
day of the Accrual Period and in a Representative Amount. If no such
rates are
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available in New York City, then the USD-LIBOR-BBA for such Accrual
Period will be the most recently determined rate in accordance with
paragraph (a); and
(c) the USD-LIBOR-BBA for the first Accrual Period will be the rate
determined by linear interpolation calculated in accordance with
paragraph (a) or, if applicable, paragraph (b) above with
reference to the duration of the first Accrual Period.
"Banking Day" means any day on which banks are open for business in
London and New York City, other than a Saturday, a Sunday or a public holiday
in London or New York City.
"Rate Page" means Telerate Page 3750 or, if Telerate Page 3750 ceases to
quote the relevant rate, such other page, section or part of Telerate as
quotes the relevant rate and is selected by the Agent Bank or, if there is no
such page, section or part of such other page, section or part of a different
screen information service as quotes the relevant rate selected by the Agent
Bank and approved by the Class A-1 Note Trustee.
"Issue Margin" in relation to a Class A-1 Note means, subject to the
following:
(a) for the period from, and including, the Closing Date to, but
excluding, the Call Date (as defined in Condition 7.3), % per
annum; and
(b)for the period from, and including, the Call Date to, but
excluding, the date on which that Class A-1 Note ceases to
accrue interest in accordance with Condition 6.1, % per annum.
If on or after the Call Date the Issuer, at the direction of the
Manager, proposes to exercise its option to redeem the Securities at their
Stated Amount in accordance with Condition 7.3 on a Distribution Date but is
unable to do so because, following a meeting of Securityholders convened under
the provisions of the Security Trust Deed by the Manager for this purpose, the
Securityholders have not approved by an Extraordinary Resolution (as defined
in Condition 9.1) the redemption of the Securities at their Stated Amount,
then the Issue Margin in relation to each Class A-1 Note from, and including,
that Distribution Date to, but excluding, the date on which that Class A-1
Note ceases to accrue interest in accordance with Condition 6.1, is % per
annum.
There is no maximum or minimum Interest Rate for the Class A-1 Notes.
6.4Calculation of Interest on the Class A-1 Notes
Interest on each Class A-1 Note for an Accrual Period (the "Class A-1
Interest Amount") is calculated by applying the Interest Rate for that Class
A-1 Note for that Accrual Period to the Invested Amount of that Class A-1 Note
on the first day of the Accrual Period (after taking into account any
reductions in the Invested Amount of that Class A-1 Note on that day), by then
multiplying such product by the actual number of days in the Accrual Period
divided by 360 and rounding the resultant figure down to the nearest cent.
"Invested Amount" in relation to a Class A-1 Note means the Initial
Invested Amount of that Class A-1 Note less the aggregate of all amounts
previously paid in relation to that Class A-1 Note on account of principal
pursuant to Condition 7.2(c).
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6.5Determination of Interest Rate and Class A-1 Interest Amount
The Agent Bank will, as soon as practicable after 11.00am (London
time or, if applicable, New York City time) on each Rate Set Date,
determine the Interest Rate in relation to the Class A-1 Notes, and
calculate the Class A-1 Interest Amount, for the immediately succeeding
Accrual Period in accordance with, respectively, Conditions 6.3 and 6.4.
The determination of the Interest Rate, and the calculation of the Class
A-1 Interest Amount, by the Agent Bank in accordance with, respectively,
Conditions 6.3 and 6.4 will (in the absence of manifest error, wilful
default or bad faith) be final and binding upon all parties.
6.6Notification and Publication of Interest Rate and Class A-1 Interest
Amount
The Agent Bank will cause the Interest Rate and the Class A-1
Interest Amount for each Accrual Period, and the date of the next
Distribution Date, to be notified to the Issuer, the Manager, the Class A-
1 Note Trustee, the Currency Swap Providers, the Paying Agents and the
London Stock Exchange (for so long as the Class A-1 Notes are listed on
the Official List of the London Stock Exchange) on or as soon as practical
after the Agent Bank has determined the Interest Rate and calculated the
Class A-1 Interest Amount or on such earlier date as the London Stock
Exchange may require (for so long as the Class A-1 Notes are listed on the
Official List of the London Stock Exchange) and will cause the same to be
published in accordance with Condition 11.2 as soon as practical after
that notification. The Class A-1 Interest Amount and the Distribution Date
may subsequently be amended (or appropriate alternative arrangements made
by way of adjustment) without notice in the event of an extension or
shortening of the Accrual Period. If following the occurrence of an Event
of Default (as defined in Condition 9.1), the Security Trustee declares in
accordance with the Security Trust Deed that the Class A-1 Notes are
immediately due and payable, the Class A-1 Interest Amount and the
Interest Rate in respect of the Class A-1 Notes will nevertheless continue
to be calculated by the Agent Bank in accordance with this Condition, but
no publication of the Class A-1 Interest Amount or the Interest Rate so
calculated or the Distribution Dates needs to be made unless, in the case
of the Class A-1 Interest Amount or the Interest Rate, the Class A-1 Note
Trustee otherwise requires.
For a description of the expression "Event of Default" see
"Description of the Transaction Documents--The Security Trust Deed" and
"Glossary" of this prospectus.
6.7Determination or Calculation by the Class A-1 Note Trustee
If the Agent Bank at any time for any reason does not determine the
Interest Rate in respect of the Class A-1 Notes, or calculate the Class A-
1 Interest Amount, in accordance with this Condition 6, the Class A-1 Note
Trustee will do so and each such determination or calculation by the Class
A-1 Note Trustee will be as if made by the Agent Bank. In doing so, the
Class A-1 Note Trustee will apply the foregoing provisions of this
Condition 6, with any necessary consequential amendments, to the extent
that it can and in all other respects it will do so in such a manner as it
considers to be fair and reasonable in all the circumstances.
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6.8Agent Bank
The Issuer will procure that, for so long as any of the Class A-1 Notes
remain outstanding, there will at all times be an Agent Bank. The Issuer, at
the direction of the Manager, may with the prior written approval of the Class
A-1 Note Trustee, terminate the appointment of the Agent Bank immediately on
the occurrence of certain events specified in the Agency Agreement in relation
thereto or, otherwise, by giving not less than 60 days' notice in writing to,
amongst others, the Agent Bank. Notice of that termination will be given by the
Issuer to the Class A-1 Noteholders in accordance with Condition 11.1. If any
person is unable or unwilling to continue to act as the Agent Bank, or if the
appointment of the Agent Bank is terminated, the Issuer, at the direction of
the Manager, will appoint a successor Agent Bank to act as such in its place,
provided that neither the resignation nor removal of the Agent Bank will take
effect until a successor approved by the Class A-1 Note Trustee has been
appointed and notice of the appointment of the successor has been given by the
Issuer to the Class A-1 Noteholders in accordance with Condition 11.1. The
initial Agent Bank and its specified office are set out at the end of these
Conditions.
6.9 Payment of the Class A-1 Interest Amount
The Class A-1 Interest Amount for each Accrual Period in relation to a
Class A-1 Note is payable in arrear in US$ on the Distribution Date which is
the last day of the Accrual Period. On each Distribution Date prior to the
enforcement of the Charge, the Issuer must:
(a) to the extent that there are funds available for this purpose in
accordance with the Series Supplement pay, in accordance with the
directions of the Manager, the A$ Class A-1 Interest Amount and any A$
Unpaid Class A-1 Interest Amount in relation to that Distribution Date
rateably to the Currency Swap Providers in accordance with the Class
A-1 Currency Swaps;
(b) direct each Currency Swap Provider (which direction may be contained
in the relevant Class A-1 Currency Swap) to pay the Class A-1 Interest
Payments on each Distribution Date to the Principal Paying Agent in
accordance with the Agency Agreement; and
(c) direct the Principal Paying Agent (which direction may be contained in
the Agency Agreement) to pay the Class A-1 Interest Payments received
by it from the Currency Swap Providers on a Distribution Date rateably
amongst the Class A-1 Notes based on their Stated Amounts towards the
Class A-1 Interest Amount in relation to each Class A-1 Note in
relation to the Accrual Period ending on that Distribution Date and
any then Class A-1 Unpaid Interest Amount (as defined in Condition
6.10) in relation to each Class A-1 Note (to the extent included in
the Class A-1 Interest Payment) in accordance with, and subject to,
these Conditions and the Agency Agreement.
"A$ Class A-1 Interest Amount" , "A$ Class A-1 Unpaid Interest Amount"
and "Class A-1 Interest Payment" have the same respective meanings as in the
Series Supplement. The method for calculating these, the order of application
of available funds
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for payment of the A$ Class A-1 Interest Amount and A$ Class A-1 Unpaid
Interest Amount on a Distribution Date and other payments ranking in priority
to or equally with payment of those amounts on a Distribution Date under the
Series Supplement are explained in "Description of the Class A-1 Notes--
Distribution of the Available Income Amount and--the Currency Swap--Interest
Payments" of this prospectus.
6.10Interest on unpaid Interest Amounts
If interest is not paid in respect of a Class A-1 Note on the date when
due and payable, that unpaid interest will itself bear interest at the Interest
Rate in relation to the Class A-1 Notes applicable from time to time until (but
excluding the date of payment) the unpaid interest, and interest on it, is paid
in accordance with Condition 6.9 (the unpaid interest and interest on that
unpaid interest, in relation to a Class A-1 Note, is a "Class A-1 Unpaid
Interest Amount").
7.Redemption of the Class A-1 Notes
7.1Final redemption of the Class A-1 Notes
Unless previously redeemed (or deemed to be redeemed) in full, the Issuer
will redeem the Class A-1 Notes at their then Stated Amount, together with all
then accrued but unpaid interest, on the Distribution Date occurring in July
2030 (the "Scheduled Maturity Date").
7.2Part Redemption of Class A-1 Notes
Subject to Conditions 7.3, 7.4 and 7.6, on each Distribution Date prior
to the enforcement of the Charge until the Stated Amount of the Class A-1 Notes
is reduced to zero the Issuer must :
(a) pay, in accordance with the directions of the Manager, the A$ Class A-
1 Principal Amount (if any) in relation to that Distribution Date to
the Currency Swap Providers in accordance with the Class A-1 Currency
Swaps;
(b) direct each Currency Swap Providers (which instruction may be
contained in the relevant Class A-1 Currency Swap) to pay on each
Distribution Date to the Principal Paying Agent in accordance with the
Agency Agreement the US$ Equivalent of the amount of the A$ Class A-1
Principal Amount (such US$ Equivalent of the A$ Class A-1 Principal
Amount being the "Class A-1 Principal Amount") received by the
Currency Swap Provider from the Issuer on that Distribution Date; and
(c) direct the Principal Paying Agent (which direction may be contained in
the Agency Agreement) to pay Class A-1 Principal Amount received from
the Currency Swap Providers equally amongst the Class A-1 Notes
towards the repayment of the Stated Amount on the Class A-1 Notes in
accordance with, and subject to, these Conditions and the Agency
Agreement. Such a payment of the Stated Amount on a Class A-1 Note
will constitute a redemption of the Class A-1 Note in part to the
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extent of such repayment and, upon such repayment, the obligation of
the Issuer with respect to the Class A-1 Note will be discharged to
the extent of such repayment.
"A$ Class A-1 Principal Amount" and "US$ Equivalent" have the same
respective meanings as in the Series Supplement. The method for calculating
these and the other payments ranking in priority to or equally with the
payment of the A$ Class A-1 Principal Amount on a Distribution Date under the
Series Supplement are described in "Description of Class A-1 Notes--
Distribution of the Available Principal Amount,--Allocation of Principal to
Class A Notes and Class B Notes and--The Currency Swap--Principal Payments of
this prospectus.
7.3Call Option
The Issuer will, subject to the other provisions of this Condition 7 and
prior to the enforcement of the Charge, when directed by the Manager (at the
Manager's option), redeem all, but not some only, of the Securities at their
then Invested Amount, subject to the following, together with all accrued but
unpaid interest in respect of the Securities to (but excluding) the date of
redemption, on any Distribution Date falling on or after the earlier of:
(a) the date on which the aggregate Mortgage Loan Principal (as defined in
the Series Supplement) expressed as a percentage of the aggregate
Mortgage Loan Principal at the beginning of business (Sydney time) on
March , 2000 falls below 10%; and
(b) the Distribution Date falling in July 2007 (the "Call Date").
Notwithstanding the foregoing, the Issuer may redeem the Securities at
their Stated Amount, instead of at their Invested Amount, together with
accrued but unpaid interest in respect of the Securities to (but excluding)
the date of redemption, if so approved by an Extraordinary Resolution (as
defined in Condition 9.1) of the Securityholders together.
The Manager will not direct the Issuer to, and the Issuer will not, so
redeem the Securities on such a Distribution Date unless the Issuer is in a
position on the Distribution Date to repay in respect of the Securities their
then Invested Amount or Stated Amount, as required, together with all accrued
but unpaid interest to (but excluding) the date of redemption and to discharge
all its liabilities in respect of amounts which are required under the
Security Trust Deed to be paid in priority to or equally with the Securities
of all classes if the Charge were enforced.
The Issuer will give not more than 60 nor less than 45 days' notice
(which will be irrevocable) of the Distribution Date on which a proposed
redemption under this Condition 7.3 will occur to the Seller, the Class A-1
Note Trustee, the Principal Paying Agent, the Agent Bank and to the Class A-1
Noteholders in accordance with Condition 11.1.
7.4Redemption for Taxation or Other Reasons
If the Manager satisfies the Issuer and the Class A-1 Note Trustee
immediately prior to giving the notice referred to below that by virtue of a
change in law of the Commonwealth of Australia or any of its political
subdivisions or any of its authorities or
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<PAGE>
any other jurisdiction to which the Issuer becomes subject (or the application
or official interpretation thereof) (a "Relevant Jurisdiction") from that in
effect on the Closing Date, either:
(a) on the next Distribution Date the Issuer will be required to deduct or
withhold from any payment of principal or interest in respect of the
Class A-1 Notes or any other class of the Securities any amount for or
on account of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by a Relevant Jurisdiction; or
(b) the total amount payable in respect of interest in relation to any of
the Mortgage Loans (as defined in the Series Supplement) for a
Collection Period ceases to be receivable (whether or not actually
received) by the Issuer during such Collection Period by reason of any
present or future taxes, duties, assessments or governmental charges
of whatever nature imposed, levied, collected, withheld or assessed by
a Relevant Jurisdiction,
and, in each case, such obligation cannot be avoided by the Issuer taking
reasonable measures available to it, the Issuer must, when so directed by the
Manager (at the Manager's option), redeem all, but not some only, of the
Securities on any subsequent Distribution Date at their then Invested Amount,
subject to the following, together with accrued but unpaid interest in respect
of the Securities to (but excluding) the date of redemption. Notwithstanding
the foregoing, the Issuer may redeem the Securities at their Stated Amount,
instead of at their Invested Amount, together with accrued but unpaid interest
in respect of the Securities to (but excluding) the date of redemption, if so
approved by an Extraordinary Resolution (as defined in Condition 9.1) of the
Securityholders together.
The Manager will not direct the Issuer to, and the Issuer will not, so
redeem the Securities unless the Issuer is in a position on such Distribution
Date to repay in respect of the Securities their then Invested Amount or Stated
Amount, as required, together with all accrued but unpaid interest to (but
excluding) the date of redemption and to discharge all its liabilities in
respect of amounts which are required under the Security Trust Deed to be paid
in priority to or equally with the Securities of all classes if the Charge were
enforced.
The Issuer will give not more than 60 nor less than 45 days' notice
(which will be irrevocable) of the Distribution Date on which a proposed
redemption under this Condition 7.4 will occur to the Class A-1 Note Trustee,
the Seller, the Principal Paying Agent, the Class A-1 Note Registrar, the Agent
Bank and the Class A-1 Noteholders in accordance with Condition 11.1.
If an event referred to in paragraph (a) of this Condition 7.4 occurs in
respect of only the Class A-1 Notes (and not any other Securities) and as a
result thereof the Issuer gives notice in accordance with this Condition 7.4
that it proposes to redeem all of the Securities on the Distribution Date
referred to in that notice, the Class A-1 Noteholders may by a Special Majority
(as defined in Condition 10.3) in accordance with the Class A-1 Note Trust Deed
elect that they do not require the Issuer to redeem the Class A-1 Notes. If the
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Class A-1 Noteholders make such an election they (or the Class A-1 Note Trustee
on their behalf) must notify the Issuer and the Manager not less than 21 days
before the proposed Distribution Date for the redemption of the Class A-1
Notes. Upon receipt of such a notice, the Issuer must not so redeem the
Securities.
7.5Certification
For the purpose of any redemption made under Condition 7.3 or 7.4, the
Issuer and the Class A-1 Note Trustee may rely on any certificate of an
Authorised Officer (as defined in the Master Trust Deed) of the Manager that
the Issuer will be in a position to repay in respect of the Securities their
then Invested Amount or Stated Amount, as applicable, together with all accrued
but unpaid interest to (but excluding) the date of redemption and to discharge
all its liabilities in respect of amounts required under the Security Trust
Deed to be paid in priority to or equally with the Securities if the Charge
were enforced.
7.6Redemption on Final Payment
Upon a final distribution being made in respect of the Class A-1 Notes
under clause 26.12 of the Series Supplement or clause 13.1 of the Security
Trust Deed, the Class A-1 Notes will thereupon be deemed to be redeemed and
discharged in full and any obligation to pay any accrued but then unpaid Class
A-1 Interest Amount or any Class A-1 Unpaid Interest Amount or any then unpaid
Invested Amount, Stated Amount or other amounts in relation to the Class A-1
Notes will be extinguished in full.
For a description of the circumstances in which a final distribution will
be made in respect of the Class A-1 Notes see "Description of the Class A-1
Notes--Termination of the Trust" and "Description of the Transaction
Documents--The Security Trust Deed" of this prospectus.
7.7Cancellation
All Class A-1 Notes redeemed in full (or deemed to be redeemed in full)
pursuant to the above Conditions will be cancelled and may not be resold or
reissued.
7.8No Payment in excess of Stated Amount
No amount of principal will be repaid in respect of a Class A-1 Note in
excess of the Stated Amount of the Class A-1 Note.
7.9Application of Principal Charge-offs
If on a Determination Date (as hereinafter defined) any Principal Charge-
off is allocated to the Class A-1 Notes in accordance with the Series
Supplement, it will reduce the Stated Amount of the Class A-1 Notes (equally
and rateably according to their Stated Amount) by an amount equal to the US$
Equivalent of the amount so allocated until the Stated Amount of the Class A-1
Notes is reduced to zero. A reduction in the Stated Amount of a Class A-1 Note
in accordance with the foregoing will take effect on the next Distribution
Date.
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"Determination Date" and "Principal Charge-off" have the same respective
meanings as in the Series Supplement. These expressions, the method of
calculating a Principal Charge-off and the application of a Principal Charge-
off amongst the Securities (and others) are explained in "Description of the
Class A-1 Notes--Key Dates and Periods and--Principal Charge-offs" of this
prospectus.
7.10Principal Charge-offs Reimbursement
If on a Determination Date any Principal Charge-off Reimbursement is
allocated to the Class A-1 Notes in accordance with the Series Supplement, it
will reduce the Unreimbursed Principal Charge-offs of the Class A-1 Notes
(rateably according to their amount of Unreimbursed Principal Charge-offs) by
an amount equal to the US$ Equivalent of the amount so allocated until the
Unreimbursed Principal Charge-offs in respect of the Class A-1 Notes are
reduced to zero. A reduction in the Unreimbursed Principal Charge-offs in
respect of the Class A-1 Notes in accordance with the foregoing, and the
resultant increase in the Stated Amount of the Class A-1 Notes, will take
effect on the next Distribution Date.
"Principal Charge-off Reimbursement" has the same meaning as in the
Series Supplement. This expression, the method of calculating a Principal
Charge-off Reimbursement and the allocation of a Principal Charge-off
Reimbursement amongst the Securities (and others) is explained in "Description
of the Class A-1 Notes--Principal Charge-offs" of this prospectus.
"Unreimbursed Principal Charge-offs" in relation to a Class A-1 Note at
any time means the aggregate of the US$ Equivalent of the Principal Charge-offs
up to and including that time allocated to the Class A-1 Note in accordance
with Condition 7.9 less the aggregate of the US$ Equivalent of the Principal
Charge-off Reimbursements prior to that time allocated to the Class A-1 Note in
accordance with this Condition 7.10.
7.11 Calculation of Class A-1 Principal Amounts, Stated Amounts and other
amounts
(a) No later than two Business Days prior to each Distribution Date,
the Manager will determine: (i) the amount of any Class A-1
Principal Amount payable in respect of each Class A-1 Note on
the Distribution Date; (ii) the Stated Amount and Invested
Amount of each Class A-1 Note as at the first day of the Accrual
Period commencing on the Distribution Date (after deducting any
Class A-1 Principal Amounts due to be paid in respect of such
Class A-1 Note on that Distribution Date and after making any
other adjustments to the Stated Amount or the Invested Amount
(as the case may be) of the Class A-1 Note in accordance with
these Conditions on or with effect from that Distribution Date);
(iii) the Class A-1 Note Factor (as defined below) as at that
Distribution Date; and (iv) the amount of the Class A-1 Interest
Payment to be made on the Distribution Date applicable to each
Class A-1 Note.
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(b) The Manager will notify the Issuer, the Class A-1 Note Trustee,
the Principal Paying Agent, the Agent Bank, the Class A-1 Note
Registrar and the London Stock Exchange (for so long as the
Class A-1 Notes are listed on the Official List of the London
Stock Exchange) as soon as practical (and in any event by not
later than two Business Days prior to the Distribution Date or
on such earlier date as the London Stock Exchange may require
(for so long as the Class A-1 Notes are listed on the Official
List of the London Stock Exchange)) of each determination of an
amount or percentage referred to in Condition 7.11(a) and will
cause details of each of those determinations to be published in
accordance with Condition 11.2 as soon as practical after that
notification. If no Class A-1 Principal Amount is due to be paid
on the Class A-1 Notes on any Distribution Date the Manager will
cause a notice to be given in accordance with Condition 11.2 as
soon as practicable (and in any event by no later than the
relevant Distribution Date).
(c) If the Manager does not at any time for any reason determine a
Class A-1 Principal Amount, the Invested Amount or the Stated
Amount applicable to the Class A-1 Notes in accordance with this
Condition, the Class A-1 Principal Amount, the Invested Amount
and the Stated Amount will be determined by the Agent Bank (or,
failing the Agent Bank, the Class A-1 Note Trustee) in
accordance with this Condition (but based on the information in
its possession) and each such determination will be deemed to
have been made by the Manager.
"Class A-1 Note Factor" at a given time means the percentage calculated
as follows:
A
CA1NF =
B
where:
CA1NF = the Class A-1 Note Factor;
A = the aggregate Invested Amount of the Class A-1 Notes on the last day
of the just ended Accrual Period; and
B = the aggregate Initial Invested Amount of the Class A-1 Notes.
8.Payments
8.1Method of Payment
Any instalment on account of interest or principal payable on any Class
A-1 Note which is punctually paid or duly provided for by or on behalf of or at
the direction of the Issuer to the Principal Paying Agent on the applicable
Distribution Date shall be paid to the person in whose name such Class A-1 Note
is registered on the relevant Record Date (as defined below), by wire transfer
in immediately available funds to the account designated by such person or, if
such person so requests in writing, by cheque mailed first-class, postage
prepaid, to such person's address as it appears on the Class A-1 Note Register
on such Record Date.
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"Record Date" in relation to a Distribution Date or any other date for
any payment to be made in respect of a Class A-1 Note means the day which is
the last day of the prior calendar month.
8.2Surrender on Final Payment
Prior to a final distribution being made in respect of the Class A-1
Notes under clause 26.12 of the Series Supplement or clause 13.1 of the
Security Trust Deed the ClassA-1 Note Trustee must notify the persons in whose
names the Class A-1 Notes are registered on the relevant Record Date of the
date upon which the Class A-1 Note Trustee expects that final distribution to
be made and specify if that such final distribution will be payable only upon
surrender of the relevant Class A-1 Note to a Paying Agent at its specified
office. No such final distribution will be made other than upon the surrender
of the relevant Class A-1 Notes and none of the Issuer, the Class A-1 Note
Trustee, the Security Trustee or any Paying Agent will be liable to pay any
additional amount to any Class A-1 Noteholder as a result of any delay in
payment due to a Class A-1 Note not having been surrendered in accordance with
this Condition 8.2.
For a description of the circumstances in which a final distribution will
be made in respect of the Class A-1 Notes see "Description of the Class A-1
Notes--Termination of the Trust" and "Description of the Transaction
Documents--The Security Trust Deed" of this prospectus.
8.3Paying Agents
The initial Paying Agents and their respective specified offices are set
out at the end of these Conditions.
The Issuer, at the direction of the Manager, may with the prior written
approval of the Class A-1 Note Trustee terminate the appointment of the
Principal Paying Agent and appoint additional or other Paying Agents, provided
that it will at all times maintain a Paying Agent having a specified office in
London and New York City. Notice of any such termination or appointment and of
any change in the office through which any Paying Agent will act will be given
in accordance with Condition 11.1.
8.4Taxation
All payments in respect of the Class A-1 Notes will be made without
withholding or deduction for, or on account of, any present or future taxes,
duties or charges of whatsoever nature unless the Issuer or any Paying Agent is
required by any applicable law to make such a withholding or deduction. In that
event the Issuer or that Paying Agent (as the case may be) will, after making
such withholding or deduction, account to the relevant authorities for the
amount so required to be withheld or deducted. Neither the Issuer nor any
Paying Agent nor the Class A-1 Note Trustee will be obliged to make any
additional payments in respect of the relevant Class A-1 Notes in relation to
that withholding or deduction. Immediately after becoming aware that such a
withholding or deduction is or will be required, the Issuer will notify the
Class A-1 Note Trustee, the Principal Paying Agent and the Class A-1
Noteholders in accordance with Condition 11.1, thereof.
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<PAGE>
8.5Prescription
A Class A-1 Note will become void in its entirety unless surrendered for
payment within a period of 10 years from the Relevant Date in respect of any
payment thereon the effect of which would be to reduce the Stated Amount of
that Class A-1 Note to zero. After the date on which a Class A-1 Note becomes
void in its entirety, no claim can be made in respect of it.
"Relevant Date" in respect of a Class A-1 Note means the date on which a
payment in respect thereof first becomes due or (if the full amount of the
moneys payable in respect of the Class A-1 Notes due on or before that date has
not been duly received by the Principal Paying Agent or the Class A-1 Note
Trustee on or prior to such date) the date on which, the full amount of such
moneys having been so received and notice to that effect is duly given to the
Class A-1 Noteholders in accordance with Condition 11.1.
8.6Notify Late Payments
In the event of the unconditional payment to the Principal Paying Agent
or the Class A-1 Note Trustee of any sum due in respect of the Class A-1 Notes
or any of them being made after the due date for payment thereof, the Issuer
will forthwith give or procure to be given notice to the Class A-1 Noteholders
in accordance with Condition 11.1 that such payment has been made.
8.7Rounding of Payments
All payments in respect of the Class A-1 Notes will be rounded down
to the nearest cent.
9.Enforcement following occurrence of Event of Default
9.1Enforcement
The Security Trust Deed provides that at any time after the Security
Trustee becomes actually aware of the occurrence of an Event of Default, the
Security Trustee will (subject to Condition 10.4 and subject to being
appropriately indemnified), if so directed by an Extraordinary Resolution of
the Voting Secured Creditors, declare the Securities immediately due and
payable (in which case, subject to Condition 12, the Stated Amount of, and all
accrued but unpaid interest in relation to, the Class A-1 Notes will become
immediately due and payable) and enforce the Charge.
Subject to being indemnified in accordance with the Security Trust Deed
and to the provisions of Condition 9.2, the Security Trustee will take all
action necessary to give effect to any direction in accordance with the
foregoing and will comply with all such directions.
"Event of Default", "Extraordinary Resolution" and "Voting Secured
Creditors" have the same respective meanings as in the Security Trust Deed. For
a description of these expressions, see "Description of the Transaction
Documents--The Security Trust Deed" and "Glossary" of this prospectus.
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9.2Security Trustee May Enforce Charge Without Direction
After the Security Trustee becomes actually aware of the occurrence of an
Event of Default, provided that it has been indemnified to its satisfaction in
accordance with the Security Trust Deed, the Security Trustee must enforce the
Security Trust Deed without an Extraordinary Resolution of the Voting Secured
Creditors if in its opinion, the delay required to obtain the consent of the
Voting Secured Creditors would be prejudicial to the interests of the Secured
Creditors as a class.
9.3Priority of Payments from Proceeds from the enforcement of the Charge
Following the enforcement of the Charge, all moneys received in
connection with the Security Trust Deed by the Security Trustee or by any
receiver appointed in relation to the Charged Property pursuant to the
provisions of the Security Trust Deed are to be applied, subject to the
Security Trust Deed, in accordance with the order of priority contained in the
Security Trust Deed For a description of the order of priority contained in the
Security Trust Deed and the payment of amounts that rank in priority to or
equally with the Class A-1 Notes, see "Description of the Transaction
Documents--The Security Trust Deed--Priorities under the Security Trust Deed"
of this prospectus.
9.4 Security Trustee and Class A-1 Note Trustee Not Liable for Loss on
enforcement
Except in the case of fraud, negligence or wilful default (in the case of
the Security Trustee) and, subject to the mandatory provisions of the Trust
Indenture Act, fraud, negligence (except as specifically provided in the Trust
Indenture Act), wilful default or breach of trust (in the case of the Class A-1
Note Trustee), neither the Class A-1 Note Trustee nor the Security Trustee is
liable for any decline in the value, nor any loss realised upon any sale or
other disposition made under the Security Trust Deed of any Charged Property or
any other property which is charged to the Security Trustee by any other person
in respect of or relating to the obligations of the Issuer or any third party
in respect of the Issuer or the Class A-1 Notes or relating in any way to the
Charged Property. Without limitation, neither the Class A-1 Note Trustee nor
the Security Trustee will be liable for any such decline or loss directly or
indirectly arising from its acting, or failing to act, as a consequence of an
opinion reached by it based on advice received by it in accordance with the
applicable requirements of the Class A-1 Note Trust Deed (and the Trust
Indenture Act) or the Security Trust Deed, as the case may be.
"Trust Indenture Act" means the Trust Indenture Act 1939 of the United
States of America as in force at the date of the Class A-1 Note Trust Deed.
9.5 Directions from Class A-1 Noteholders to Class A-1 Note Trustee
following Event of Default
If an Event of Default or Potential Event of Default has occurred and is
known to the Class A-1 Note Trustee, the Class A-1 Note Trustee must: (a)
notify each Class A-1 Noteholder of the Event of Default or Potential Event of
Default, as the case may be, within 10 days (or such shorter period as may be
required by the rules of the London Stock
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Exchange, if the Class A-1 Notes are listed on the London Stock Exchange, or
the rules of any other stock exchange on which the Class A-1 Notes are listed)
after becoming aware of the Event of Default or Potential Event of Default,
provided that except in the case of a default in payment of principal or
interest on any Class A-1 Note, the Class A-1 Note Trustee may withhold such
notice if and so long as the board of directors, the executive committee or a
trust committee of its directors and/or its authorised officers under the Class
A-1 Note Trust Deed in good faith determine that withholding the notice is in
the interest of Class A-1 Noteholders; (b) if a meeting of Voting Secured
Creditors is to be held under the Security Trust Deed, determine whether it
proposes to seek directions from Class A-1 Noteholders as to how to vote at
that meeting and, if so, whether it proposes to instruct the Security Trustee
to delay the holding of that meeting while it obtains such directions from the
Class A-1 Noteholders; and (c) vote at any meeting of Voting Secured Creditors
held under the Security Trust Deed in accordance, where applicable, with the
directions of the Class A-1 Noteholders (whether or not solicited and whether
or not all Class A-1 Noteholders have provided such directions) and otherwise
in its absolute discretion. In acting in accordance with the directions of
Class A-1 Noteholders the Class A-1 Note Trustee must exercise its votes for or
against any proposal to be put to a meeting of Voting Secured Creditors under
the Security Trust Deed in the same proportion as that of the aggregate
Invested Amounts of the Class A-1 Notes held by Class A-1 Noteholders who have
directed the Class A-1 Note Trustee to vote for or against such a proposal.
If any of the Class A-1 Notes remain outstanding and are due and payable
otherwise than by reason of a default in payment of any amount due on the Class
A-1 Notes, the Class A-1 Note Trustee must not vote at a meeting of Voting
Secured Creditors under the Security Trust Deed, or otherwise direct the
Security Trustee, to dispose of the Charged Property unless: (a) a sufficient
amount would be realised to discharge in full all amounts owing to the Class A-
1 Noteholders in respect of the Class A-1 Notes and any other amounts owing by
the Issuer to any other person ranking in priority to or with the Class A-1
Notes; (b) the Class A-1 Note Trustee is of the opinion, reached after
considering at any time and from time to time the advice of an investment bank
or other financial adviser selected by the Class A-1 Note Trustee, that the
cash flow receivable by the Issuer (or the Security Trustee under the Security
Trust Deed) will not (or that there is a significant risk that it will not) be
sufficient, having regard to any other relevant actual, contingent or
prospective liabilities of the Issuer, to discharge in full in due course all
the amounts referred to in paragraph (a); or (c) the Class A-1 Note Trustee is
so directed by a Special Majority (as defined in Condition 10.3) of Class A-1
Noteholders.
Subject to the mandatory provisions of the Trust Indenture Act and
provisions in the Class A-1 Note Trust Deed relating to the deemed receipt of
notices, the Class A-1 Note Trustee will only be considered to have knowledge
or awareness of, or notice of, an Event of Default or Potential Event of
Default by virtue of the officers of the Class A-1 Note Trustee (or any related
body corporate of the Class A-1 Note Trustee) which have the day to day
responsibility for the administration or management of the Class A-1 Note
Trustee's (or a related body corporate of the Class A-1 Note Trustee's)
obligations in relation to the Series Trust, the trust created under the Class
A-1 Note Trust Deed or the Class A-1 Note Trust
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<PAGE>
Deed, having actual knowledge, actual awareness or actual notice of the
occurrence of the events or circumstances constituting an Event of Default or
Potential Event of Default, as the case may be, or grounds or reason to believe
that such events or circumstances have occurred.
"Potential Event of Default" means an event which, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.
9.6Only Security Trustee May Enforce Charge
Only the Security Trustee may enforce the Charge and neither the Class A-
1 Note Trustee nor any Class A-1 Noteholder (nor any other Secured Creditor) is
entitled to proceed directly against the Issuer to enforce the performance of
any of the provisions of the Security Trust Deed, the Class A-1 Note Trust
Deed, the Class A-1 Notes or any other applicable Transaction Document, except
as provided for in the Security Trust Deed, the Class A-1 Note Trust Deed, the
Master Trust Deed and the Series Supplement. The Security Trustee is not
required to act in relation to the enforcement of the Charge unless its
liability is limited in a manner reasonably satisfactory to it or, if required
by the Security Trustee (in its absolute discretion), it is adequately
indemnified from the Charged Property or the Security Trustee receives from the
Voting Secured Creditors an indemnity in a form reasonably satisfactory to the
Security Trustee (which may be by way of an Extraordinary Resolution of the
Voting Secured Creditors) and is put in funds to the extent necessary.
9.7Exercise of Class A-1 Noteholder Rights by Class A-1 Note Trustee
The rights, remedies and discretions of the Class A-1 Noteholders under
the Security Trust Deed including all rights to vote or to give an instruction
or consent can only be exercised by the Class A-1 Note Trustee on behalf of the
Class A-1 Noteholders in accordance with the Security Trust Deed. The Security
Trustee may rely on any instructions or directions given to it by the Class A-1
Note Trustee as being given on behalf of the Class A-1 Noteholders from time to
time and need not inquire whether any such instructions or directions are in
accordance with the Class A-1 Note Trust Deed, whether the Class A-1 Note
Trustee or the Class A-1 Noteholders from time to time have complied with any
requirements under the Class A-1 Note Trust Deed or as to the reasonableness or
otherwise of the Class A-1 Note Trustee.
10. Meetings of Voting Secured Creditors, directions of Class A-1 Noteholders,
modifications, consents, waivers and indemnities
10.1Meetings of Voting Secured Creditors
The Security Trust Deed contains provisions for convening meetings of the
Voting Secured Creditors to, among other things, enable the Voting Secured
Creditors to direct or consent to the Security Trustee taking or not taking
certain actions under the Security Trust Deed; for example to enable the Voting
Secured Creditors, following the occurrence of an Event of Default, to direct
the Security Trustee to declare the Securities immediately due and payable
and/or to enforce the Charge.
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10.2Directions of Class A-1 Noteholders
Under the Class A-1 Note Trust Deed the Class A-1 Note Trustee may seek
directions from the Class A-1 Noteholders from time to time including following
the occurrence of an Event of Default. The Class A-1 Note Trustee will not be
responsible for acting in good faith upon a direction given, or purporting to
be given, by Class A-1 Noteholders holding Class A-1 Notes with an Invested
Amount of greater than 50% of the aggregate Invested Amount of all the Class A-
1 Notes.
If the Class A-1 Note Trustee is entitled under the Master Trust Deed or
the Security Trust Deed to vote at any meeting on behalf of Class A-1
Noteholders the Class A-1 Note Trustee must vote in accordance with the
directions of the Class A-1 Noteholders and otherwise in its absolute
discretion. In acting in accordance with the directions of Class A-1
Noteholders the Class A-1 Note Trustee must exercise its votes for or against
any proposal to be put to a meeting in the same proportion as that of the
aggregate Invested Amounts of the Class A-1 Notes held by Class A-1 Noteholders
who have directed the Class A-1 Note Trustee to vote for or against that
proposal.
For the purposes of seeking any consent, direction or authorisation from
Class A-1 Noteholders the Class A-1 Note Trustee may by notice to the Class A-1
Noteholders specify a date, not earlier than the date of the notice, upon which
the persons who are the Class A-1 Noteholders and the Invested Amount of the
Class A-1 Notes held by them will be determined based upon the details recorded
in the Class A-1 Note Register as at 5.30pm on that date.
10.3Amendments to Class A-1 Note Trust Deed and the Class A-1 Notes
Pursuant, and subject, to the Class A-1 Note Trust Deed and subject to
any approval required by law, the Class A-1 Note Trustee, the Manager and the
Issuer may together agree, without the consent or sanction of any Class A-1
Noteholder, by way of supplemental deed to alter, add to or revoke (each a
"modification") any provision of the Class A-1 Note Trust Deed or the Class A-1
Notes (including these Conditions) so long as such modification is not a
Payment Modification (as defined below) and such modification in the opinion of
the Class A-1 Note Trustee:
(a) is necessary or expedient to comply with the provisions of any statute
or regulation or with the requirements of any governmental agency;
(b) is made to correct a manifest error or ambiguity or is of a formal,
technical or administrative nature only;
(c) is appropriate or expedient as a consequence of an amendment to any
statute or regulation or altered requirements of any governmental
agency or any decision of any court (including, without limitation, a
modification which is in the opinion of the Class A-1 Note Trustee
appropriate or expedient as a consequence of the enactment of a
statute or regulation or an amendment to any statute or regulation or
ruling by the Australian Commissioner or Deputy Commissioner of
Taxation or any governmental announcement or statement or any decision
of any court, in any
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<PAGE>
case which has or may have the effect of altering the manner or basis
of taxation of trusts generally or of trusts similar to the Series
Trust or the trust constituted under the Class A-1 Note Trust Deed);
or
(d) and the Issuer is otherwise desirable for any reason and:
(i) is not in the opinion of the Class A-1 Note Trustee likely, upon
coming into effect, to be materially prejudicial to the interests
of Class A-1 Noteholders; or
(ii) if it is in the opinion of the Class A-1 Note Trustee likely,
upon coming into effect, to be materially prejudicial to the
interests of Class A-1 Noteholders the consent of a Special
Majority (as hereinafter defined) of Class A-1 Noteholders is
obtained.
For the purpose of determining whether a Special Majority of Class A-1
Noteholders has consented to a modification, Class A-1 Notes which are
beneficially owned by the Issuer or the Manager or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or the Manager, will be disregarded. The Manager must
give the Rating Agencies 5 Business Days prior notice of any such
modification. The Class A-1 Note Trustee will be entitled to assume that any
proposed modification, other than a Payment Modification, will not be
materially prejudicial to the interest of Class A-1 Noteholders if each of the
Rating Agencies confirms in writing that if the modification is effected this
will not lead to a reduction, qualification or withdrawal of the then rating
given to the Class A-1 Notes by that Rating Agency.
Pursuant to the Class A-1 Note Trust Deed, the Class A-1 Note Trustee
may concur with the Issuer and the Manager in making or effecting any Payment
Modification if and only if the consent has first been obtained of each Class
A-1 Noteholder to such Payment Modification.
Any supplemental deed that effects any such modifications must conform
to the requirements of the Trust Indenture Act and copies of any such
supplemental deed must be distributed by the Issuer to the Class A-1
Noteholders in accordance with Condition 11.1 as soon as reasonably
practicable after the modifications have been made.
"Payment Modification" means any alteration, addition or revocation of
any provision of the Class A-1 Note Trust Deed or the Class A-1 Notes
(including the Conditions) which modifies: (a) the amount, timing, place,
currency or manner of payment of principal or interest in respect of the Class
A-1 Notes including, without limitation, any modification to the Stated
Amount, Invested Amount, Interest Rate or Scheduled Maturity Date in respect
of the Class A-1 Notes or to Conditions 6.9 and 7.2, clause 10 of the Series
Supplement or clause 13 of the Security Trust Deed or which would impair the
rights of Class A-1 Noteholders to institute suit for enforcement of such
payment on or after the due date for such payment; (b) the definition of the
term "Special Majority", clause 21.4 of the Class A-1 Note Trust Deed or the
circumstances in which the consent or direction of a Special Majority of Class
A-1 Noteholders is required; (c) clause 6.1(a) of the Security Trust Deed; or
(d) the requirements for altering, adding to or revoking any provision of the
Class A-1 Note Trust Deed or the Class A-1 Notes (including the Conditions).
I-26
<PAGE>
"Rating Agency" has the same meaning as in the Series Supplement.
"Special Majority" in relation to the Class A-1 Noteholders means Class
A-1 Noteholders holding Class A-1 Notes with an aggregate Invested Amount of no
less than 75% of the aggregate Invested Amount of all the Class A-1 Notes.
For a further description of the modifications which constitute a Payment
Modification see "Description of the Class A-1 Notes--Amendments to Class A-1
Notes and Class A-1 Note Trust Deed" of this prospectus
10.4Waivers etc
The Security Trustee may, in accordance with the Security Trust Deed and
without the consent or sanction of the Voting Secured Creditors (but not in
contravention of an Extraordinary Resolution of the Voting Secured Creditors),
waive or authorise any breach or proposed breach or determine that any event
that would otherwise be an Event of Default will not be treated as such if and
in so far as in its opinion the interests of the Secured Creditors will not be
materially prejudiced. Any such waiver, authorisation or determination shall be
binding on the Secured Creditors and, if, but only if, the Security Trustee so
requires, any such waiver, authorisation or determination will be notified to
the Secured Creditors by the Manager in accordance with the Security Trust
Deed.
The Class A-1 Note Trustee may, and if directed to do so by a Majority of
Class A-1 Noteholders must, on such terms and conditions as it may deem
reasonable, without the consent of any of the Class A-1 Noteholders, and
without prejudice to its rights in respect of any subsequent breach, agree to
any waiver or authorisation of any breach or proposed breach of any of the
terms and conditions of the Transaction Documents by the Issuer, the Manager or
any other person which, unless the Class A-1 Note Trustee is acting on the
direction of a Majority of Class A-1 Noteholders, is not, in the opinion of the
Class A-1 Note Trustee, materially prejudicial to the interests of the Class A-
1 Noteholders as a class. No such waiver, authorisation or determination may be
made in contravention of any prior directions by a Majority (as hereinafter
defined) of the Class A-1 Noteholders. Any such waiver, authorisation or
determination will, if the Class A-1 Note Trustee so requires, be notified to
the Class A-1 Noteholders in accordance with Condition 11.1 by the Issuer as
soon as practicable after it is made.
"Majority" in relation to the Class A-1 Noteholders means Class A-1
Noteholders holding Class A-1 Notes with an aggregate Invested Amount of
greater than 50% of the aggregate Invested Amount of all the Class A-1 Notes.
10.5 Indemnification and Exoneration of the Class A-1 Note Trustee and the
Security Trustee
The Class A-1 Note Trust Deed and the Security Trust Deed contain
provisions for the indemnification of the Class A-1 Note Trustee and the
Security Trustee (respectively) and for their relief from responsibility,
including provisions relieving them from taking proceedings to realise the
security and to obtain repayment of the Securities unless
I-27
<PAGE>
indemnified to their satisfaction. Each of the Class A-1 Note Trustee and the
Security Trustee is entitled, subject in the case of the Class A-1 Note Trustee
to the mandatory provisions of the Trust Indenture Act, to enter into business
transactions with the Issuer and/or any other party to the Transaction
Documents without accounting for any profit resulting from such transactions.
Subject to the mandatory provisions of the Trust Indenture Act, the Class
A-1 Note Trustee shall not be responsible for any loss, expense or liability
occasioned to the Charged Property or any other property or in respect of all
or any of the moneys which may stand to the credit of the Collections Account
(as defined in the Series Supplement) from time to time however caused
(including, without limitation, where caused by an act or omission of the
Security Trustee) unless that loss is occasioned by the fraud, negligence,
wilful default or breach of trust of the Class A-1 Note Trustee. The Security
Trustee is not, nor is any receiver appointed in relation to the Charged
Property pursuant to the provisions of the Security Trust Deed, liable or
otherwise accountable for any omission, delay or mistake or any loss or
irregularity in or about the exercise, attempted exercise, non-exercise or
purported exercise of any of the powers of the Security Trustee or of the
receiver under the Security Trust Deed except for fraud, negligence or wilful
default.
Except in the case of fraud, negligence (except as specifically provided
in the Trust Indenture Act), wilful default or breach of trust, and subject to
the mandatory provisions of the Trust Indenture Act, the Class A-1 Note Trustee
may act on the opinion or advice of, or information obtained from, any lawyer,
valuer, banker, broker, accountant or other expert appointed by the Class A-1
Note Trustee, or by a person other than Class A-1 Note Trustee, where that
opinion, advice or information is addressed to the Class A-1 Note Trustee or by
its terms is expressed to be capable of being relied upon by the Class A-1 Note
Trustee. Except as provided above, the Class A-1 Note Trustee will not be
responsible to any Class A-1 Noteholder, amongst others, for any loss
occasioned by so acting in reliance on such advice. Any such opinion, advice or
information may be sent or obtained by letter, telex or facsimile transmission
and the Class A-1 Note Trustee will not be liable to any Class A-1 Noteholder,
amongst others, for acting on any opinion, advice or information conforming
with any applicable requirements of the Class A-1 Note Trust Deed or the Trust
Indenture Act and purporting to be conveyed by such means even though it
contains some error which is not a manifest error or is not authentic.
11. Notices
11.1General
All notices, other than notices given in accordance with the following
paragraph and Condition 11.2, to Class A-1 Noteholders will be deemed given if
in writing and mailed, first-class, postage prepaid to each Class A-1
Noteholder, at his or her address as it appears on the Class A-1 Note Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Class A-1
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any
I-28
<PAGE>
notice so mailed to any particular Class A-1 Noteholder will affect the
sufficiency of such notice with respect to other Class A-1 Noteholders, and any
notice that is mailed in the manner herein provided will conclusively be
presumed to have been duly given.
A notice may be waived in writing by the relevant Class A-1 Noteholder,
either before or after the event, and such waiver will be the equivalent of
such notice. Waivers of notice by Class A-1 Noteholders will be filed with the
Class A-1 Note Trustee but such filing will not be a condition precedent to the
validity of any action taken in reliance upon such a waiver.
Any such notice will be deemed to have been given on the date such notice
is deposited in the mail.
In case, by reason of the suspension of regular mail services as a result
of a strike, work stoppage or similar activity, it is impractical to mail
notice of any event to Class A-1 Noteholders when such notice is required to be
given, then any manner of giving such notice as the Issuer directs the Class A-
1 Note Trustee will be deemed to be a sufficient giving of such notice.
11.2Class A-1 Note Information
Any notice specifying a Distribution Date, a Interest Rate in relation to
the Class A-1 Notes, a Class A-1 Interest Amount, a Class A-1 Principal Amount
(or the absence of a Class A-1 Principal Amount), an Invested Amount, a Stated
Amount, a Class A-1 Note Factor in relation to the Class A-1 Notes, or any
other matter permitted to be given in accordance with this Condition 11.2, will
be deemed to have been duly given if the information contained in the notice
appears on the relevant page of the Reuters Screen or the electronic
information system made available to its subscribers by Bloomberg, L.P. or
another similar electronic reporting service approved by the Class A-1 Note
Trustee in writing and notified to Class A-1 Noteholders pursuant to Condition
11.1 (the "Relevant Screen"). Any such notice will be deemed to have been given
on the first date on which such information appeared on the Relevant Screen. If
it is impossible or impracticable to give notice in accordance with this
paragraph then notice of the matters referred to in this Condition will be
given in accordance with Condition 11.1.
11.3 Quarterly Servicing and Other Reports
The Manager must deliver a Quarterly Servicing Report for each Accrual
Period to the Class A-1 Note Trustee, the Principal Paying Agent, the Issuer
and each Class A-1 Noteholder on the Business Day preceding the Distribution
Date on the last day of the Accrual Period in accordance with Condition 11.1
and, for so long as the Class A-1 Notes are listed on the Official List of the
London Stock Exchange file each Quarterly Servicing Report with the London
Stock Exchange as and when required by the rules of the London Stock Exchange.
The Issuer and the Manager must, to the extent required by the rules and
regulation of the Securities and Exchange Commission, forward to Class A-1
Noteholders, and such
I-29
<PAGE>
other persons as are required by the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Issuer or the
Manager in accordance with the Securities and Exchange Act 1934 of the United
States of America or the rules and regulations of the Securities and Exchange
Commission.
"Quarterly Servicing Report" in relation to an Accrual Period and the
Distribution Date at the end of that Accrual Period means a report which
contains the following information:
. the aggregate Invested Amounts and the aggregate Stated Amounts of
each class of Securities on the first day of the Accrual Period;
. the amounts to be applied towards payment of interest and principal
on each class of Securities on the Distribution Date;
. the Available Income Amount (as defined in the Series Supplement) on
the Distribution Date;
. the aggregate of all Seller Advances made during the preceding
Collection Period;
. the Redraw Shortfall (as defined in the Standby Redraw Facility
Agreement) in relation to the preceding Determination Date;
. the Income Shortfall (as defined in the Series Supplement) in
relation to the preceding Determination Date;
. the Liquidity Facility Advance (as defined in the Series Supplement)
in relation to that Distribution Date and the Liquidity Facility
Principal (as defined in the Series Supplement) in relation to the
preceding Determination Date;
. the Available Principal Amount (as defined in the Series Supplement)
in relation to that Distribution Date;
. the Principal Collections in relation to that Distribution Date;
. the Standby Redraw Facility Advance in relation to that Distribution
Date;
. the Redraw Bond Amount (as defined in the Series Supplement) in
relation to the preceding Determination Date;
. the Principal Charge-Off in relation to the preceding Determination
Date;
. the Other Principal Amounts (as defined in the Series Supplement) in
relation to the preceding Determination Date;
. the Principal Charge-Off Reimbursement in relation to the preceding
Determination Date;
. the Principal Charge-offs allocated to each class of Securities and
the Standby Redraw Facility Principal with effect from that
Distribution Date;
. the Principal Charge-off Reimbursement allocated to each class of
Securities and the Standby Redraw Facility Principal with effect
from that Distribution Date;
I-30
<PAGE>
. the Class A-1 Note Factor and the Note Factor (as defined below) for
each other class of Securities;
. if the Basis Swap (as defined in the Series Supplement) has
terminated, the Threshold Rate (as defined in the Series Supplement)
on the preceding Determination Date;
. the Interest Rate (as defined in the Series Supplement with respect
to the Class A-2 Notes, the Class B Notes and the Redraw Bonds)
applying to each class of Securities for that Accrual Period;
. scheduled payments of principal and prepayments of principal
received on the Mortgage Loans forming part of the Assets of the
Series Trust during the preceding Collections Period;
. aggregate outstanding principal balance of the Mortgage Loans
forming part of the Assets of the Series Trust being charged a fixed
rate of interest and the aggregate outstanding principal balance of
the Mortgage Loans forming part of the Assets of the Series Trust
being charged a variable rate of interest as at opening of business
on the preceding Determination Date;
. delinquency of mortagee in possession and loss and enforcement
statistics, as determined by the Manager, with respect to the
Mortgage Loans forming part of the Assets of the Series Trust as at
opening of business on the preceding Determination Date.
"Note Factor" in relation to a class of Securities and a Distribution
Date, means the aggregate of the Invested Amount of the class of Securities
less all principal payments on that class of Securities to be made on that
Distribution Date, divided by the aggregate initial Invested Amount of that
class of Securities.
Further details of the cashflows of the Series Trust and the manner of
determination of the defined terms relevant to those cashflows and set out in
the Quarterly Servicing Report are contained in "Description of the Class A-1
Notes" of this prospectus.
11.4Consents in Writing
All consents and approvals in these Conditions must be given in writing.
12.Limitation of Liability of the Issuer
(a) The Issuer enters into the Transaction Documents, and issues the Class
A-1 Notes, only in its capacity as trustee of the Series Trust and in
no other capacity (except where the Transaction Documents provide
otherwise). A liability arising under or in connection with the Class
A-1 Notes, the Transaction Documents or the Series Trust is limited to
and can be enforced against the Issuer only to the extent to which it
can be satisfied out of the assets and property of the Series Trust
out of which the Issuer is actually indemnified for the liability.
This limitation of the Issuer's liability applies despite any other
provision of the Transaction Documents (other than paragraph (c)
below) and extends to all liabilities and obligations of the
I-31
<PAGE>
Issuer in any way connected with any representation, warranty,
conduct, omission, agreement or transaction related to the Transaction
Documents, the Class A-1 Notes or the Series Trust.
(b) No person may sue the Issuer in respect of liabilities incurred by the
Issuer in its capacity as trustee of the Series Trust other than as
trustee of the Series Trust or seek the appointment of a receiver
(except under the Security Trust Deed), a liquidator, an administrator
or any similar person to the Issuer or prove in any liquidation,
administration or similar arrangements of or affecting the Issuer
(except in relation to the assets or property of the Series Trust).
(c) The provisions of this Condition 12 will not apply to any obligation
or liability of the Issuer to the extent that it is not satisfied
because under a Transaction Document or by operation of law there is a
reduction in the extent of the Issuer's indemnification or exoneration
out of the assets or property of the Series Trust as a result of the
Issuer's fraud, negligence or wilful default.
(d) The Relevant Parties are responsible under the Transaction Documents
for performing a variety of obligations relating to the Series Trust.
No act or omission of the Issuer (including any related failure to
satisfy its obligations under the Transaction Documents or the Class
A-1 Notes) will be considered fraud, negligence or wilful default of
the Issuer for the purpose of paragraph (c) to the extent to which the
act or omission was caused or contributed to by any failure by any
Relevant Party or any other person appointed by the Issuer under any
Transaction Document (other than a person whose acts or omissions the
Issuer is liable for in accordance with any Transaction Document) to
fulfil its obligations relating to the Series Trust or by any other
act or omission of a Relevant Party or any other such person.
(e) In exercising their powers under the Transaction Documents, each of
the Security Trustee, the Class A-1 Note Trustee and the Class A-1
Noteholders must ensure that no attorney, agent, delegate, receiver or
receiver and manager appointed by it in accordance with a Transaction
Document has authority to act on behalf of the Issuer in a way which
exposes the Issuer to any personal liability and no act or omission of
any such person will be considered fraud, negligence or wilful default
of the Issuer for the purpose of paragraph (c).
(f)The Issuer is not obliged to enter into any commitment or obligation
under these Conditions or any other Transaction Document unless the
Issuer's liability is limited in a manner which is consistent with
this Condition 12. The Issuer agrees and acknowledges that its
liability for any commitment or obligation it has entered into under
these Conditions is limited in a manner which is consistent with this
Condition 12.
(g) The Issuer is not obliged to enter into any commitment or obligation
contemplated by but not contained in these Conditions or any other
Transaction Document unless the Issuer's liability in relation to that
commitment or obligation is limited in a manner satisfactory to the
Issuer in its absolute discretion.
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<PAGE>
"Relevant Parties" means each of the Manager, the Seller, the Servicer,
the Agent Bank, each Paying Agent, the Class A-1 Note Trustee and the Hedge
Providers (as those parties, which are not defined in these Conditions, are
defined in the Series Supplement).
The expression "fraud, negligence or wilful default" is to be construed
in accordance with the Security Trust Deed.
A summary of the definition of "wilful default" and further details of
the manner in which the Issuer's liability is limited in relation to the Class
A-1 Notes and the Series Trust are contained in "Description of the Transaction
Documents--The Issuer Trustee" of this prospectus.
13.Governing Law
The Class A-1 Notes and the Transaction Documents are governed by, and
will be construed in accordance with, the laws of the State of New South Wales
of the Commonwealth of Australia, except for the Underwriting Agreement and
each credit support annex to the Currency Swap Agreements which are governed
by, and will be construed in accordance with, New York law. Each of the Issuer
and the Manager has in the Class A-1 Note Trust Deed irrevocably agreed for the
benefit of the Class A-1 Note Trustee and the Class A-1 Noteholders that the
courts of the State of New South Wales are to have non-exclusive jurisdiction
to settle any disputes which may arise out of or in connection with the Class
A-1 Note Trust Deed and the Class A-1 Notes.
Agents
Principal Paying Agent:
The Bank of New York, New York Branch
101 Barclay Street, 21W
New York, New York, 10286
Class A-1 Notes Registrar:
The Bank of New York, New York Branch
101 Barclay Street, 21W
New York, New York, 10286
or
48th Floor
One Canada Square
London E14 5AL
Agent Bank: The Bank of New York, New York Branch
101 Barclay Street, 21W
New York, New York, 10286
Paying Agent: The Bank of New York, London Branch
48th Floor
One Canada Square
London E14 5AL
I-33
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Series 2000-1G Medallion Trust
US$
Mortgage Backed
Floating Rate Notes
[GRAPHIC]
----------------
PROSPECTUS
----------------
J.P. Morgan & Co.
Merrill Lynch & Co.
Deutsche Banc Alex. Brown
Credit Suisse First Boston
March , 2000
You should rely only on the information contained in this prospectus. No
one has been authorized to provide you with any other, or different,
information.
The securities are not being offered in any state or jurisdiction where
the offer is not permitted.
Until , all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to unsold allotments
or subscriptions.
The Class A-1 notes will be offered by the underwriters, subject to prior
sale, if and when they are issued to and accepted by them. The underwriters
reserve the right to reject an order in whole or in part and to withdraw,
cancel or modify the offer without notice. Delivery of the Class A-1 notes in
book-entry form only will be made on or about , 2000.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 31. Other Expenses of Issuance and Distribution*
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the notes being registered under this registration
statement, other than underwriting discounts and commissions:
<TABLE>
<S> <C>
SEC Registration Fee...........................................
Printing and Engraving.........................................
Legal Fees and Expenses........................................
Trustee Fees and Expenses......................................
Rating Agency Fees.............................................
Accounting Fees & Expenses.....................................
Miscellaneous..................................................
----------
Total........................................................
==========
</TABLE>
- --------
* All amounts except the SEC Registration Fee are estimates of expenses
incurred in connection with the issuance and distribution of the Notes.
Item 33. Recent Sales of Unregistered Securities.
The following information relates to securities of the registrant issued or
sold by the registrant that were not registered under the Securities Act:
The registrant was incorporated on 28 April 1994. Two fully paid shares
of A$1.00 each were allotted to Commonwealth Bank of Australia on 28
April 1994.
Item 34. Indemnification of Directors and Officers.
Pursuant to Article 59 of the Articles of Association of the registrant,
every director, agent, auditor, secretary and other officer for the time being
of the registrant shall be indemnified out of the assets of the registrant
against any liability incurred by him as such director, agent, auditor,
secretary or other officer in defending any proceedings whether civil or
criminal in which judgment is given in his favor or in which he is acquitted or
in connection with any application under the Corporations Law in which relief
is granted to him by the court in respect of any negligence, default, breach of
duty or breach of trust.
Item 36. Exhibits and Financial Statement Schedules.
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Memorandum of Association of Registrant
3.2 Articles of Association of the Registrant.
4.1 Master Trust Deed.**
4.2 Form of the Series Supplement.*
4.3 Form of the Security Trust Deed.*
4.4 Form of the Note Trust Deed.*
4.5 Form of Agency Agreement.*
5.1 Opinion of Mayer, Brown & Platt as to legality of the Notes.*
Opinion of Mayer, Brown & Platt as to certain tax matters (included in
8.1 Exhibit 5.1 hereof).*
8.2 Opinion of Clayton Utz as to certain tax matters.*
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.1 Form of the Standby Redraw Facility Agreement.*
10.2 Form of the Liquidity Facility Agreement.*
10.3 Form of the Interest Rate Swap *
10.4 Form of the Currency Swap.*
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1 hereof).*
23.2 Consent of Clayton Utz (included in Exhibit 8.2 hereof).*
24.1 Power of Attorney (included on signature pages).**
25.1 Statement of Eligibility of Note Trustee.*
Opinion of Clayton Utz as to Enforceability of U.S. Judgments under
99.1 Australian Law.*
</TABLE>
- --------
* To be filed by Amendment.
** Previously filed.
Item 37. Undertakings.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
For the purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sydney, Australia, on the 3rd day of
March, 2000.
Securitisation Advisory Services
Pty. Limited
By: /s/ Dominic Bruzze
----------------------------------
Name: Dominic Bruzze
Office: Company Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dominic Bruzze Principal Executive March 3, 2000
___________________________________________ Officer
Dominic Bruzze
/s/ Dominic Bruzze Principal Financial March 3, 2000
___________________________________________ Officer
Dominic Bruzze
/s/ Dominic Bruzze Principal Accounting March 3, 2000
___________________________________________ Officer
Dominic Bruzze
*
/s/ Dominic Bruzze Director March 3, 2000
___________________________________________
Geoffrey Michael Steel
*
/s/ Dominic Bruzze Director March 3, 2000
___________________________________________
Garry Lynton Mackrell
*
/s/ Dominic Bruzze Director March 3, 2000
___________________________________________
Craig Anthony Carland
*
/s/ Dominic Bruzze
___________________________________________
By: Dominic Bruzze
Attorney-in-fact
</TABLE>
II-3
<PAGE>
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
the undersigned hereby certifies that it is the agent for service of process in
the United States of the Registrant with respect to the Registration Statement
and signs this Amendment No. 2 to the Registration Statement solely in such
capacity and for the limited purpose of said Section 6(a).
/s/ Ian Phillips
-------------------------------------
Name: Ian Phillips
Address: Commonwealth Bank of
Australia
599 Lexington Avenue
New York, NY 10022
Telephone: 212-848-9241
II-4
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
No. Description of Exhibit Number
------- ---------------------- ----------
<C> <S> <C>
1.1 Form of Underwriting Agreement.*
3.1 Memorandum of Association of Registrant
3.2 Articles of Association of the Registrant.
4.1 Master Trust Deed.**
4.2 Form of the Series Supplement.*
4.3 Form of the Security Trust Deed.*
4.4 Form of the Note Trust Deed.*
4.5 Form of Agency Agreement.*
Opinion of Mayer, Brown & Platt as to legality of the
5.1 Notes.*
8.1 Opinion of Mayer, Brown & Platt as to certain tax matters
(included in Exhibit 5.1 hereof).*
8.2 Opinion of Clayton Utz as to certain tax matters.*
10.1 Form of the Standby Redraw Facility Agreement.*
10.2 Form of the Liquidity Facility Agreement.*
10.3 Form of the Interest Rate Swap *
10.4 Form of the Currency Swap.*
Consent of Mayer, Brown & Platt (included in Exhibit 5.1
23.1 hereof).*
23.2 Consent of Clayton Utz (included in Exhibit 8.2 hereof).*
24.1 Power of Attorney (included on signature pages).**
25.1 Statement of Eligibility of Note Trustee.*
Opinion of Clayton Utz as to Enforceability of U.S.
99.1 Judgments under Australian Law.*
</TABLE>
- --------
* To be filed by amendment.
** Previously filed.
II-5
<PAGE>
Exhibit 3.1
CORPORATIONS LAW
A COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
Securitisation Advisory Services
Pty. Limited
Supplied by
Corporate Representatives Pty. Limited
Sydney
<PAGE>
Corporations Law
A Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
Securitisation Advisory Services Pty. Limited
1. The name of the Company is "Securitisation Advisory Services Pty.
Limited".
2. The Liability of the members is limited.
3. The capital of the Company is one million dollars ($1,000,000) divided
into one million (1,000,000) shares of one dollar ($1) each with power to
increase or reduce such capital. Such shares and any other shares of which
the capital of the company may from time to time consist may be divided
into different classes and may bear such preference, guarantee, privileges
and rights and be subject to such disabilities between themselves as shall
be determined by or in conformity with the contracts and articles of the
company existing from time to time.
4. The full names, addresses and occupations of the subscribers hereto and
the number of shares they respectively agree to take are:
NAME, ADDRESS AND OCCUPATION. NUMBER OF SHARES.
John Charles Andrews
74 Kambora Avenue, One (1)
Davidson, N.S.W. 2085 Redeemable Preference Share
Accountant
Colin Marcus Andrews
21/24 Rangers Road, One (1)
Neutral Bay, N.S.W. 2089 Redeemable Preference Share
Accountant
1
<PAGE>
The subscribers are desirous of being formed into a Company in pursuance of this
Memorandum of Association and we respectively agree to take the number of shares
in the capital of the Company set out opposite our respective names in the
last preceding paragraph hereof.
- --------------------------------------------------------------------------------
Subscribers' Signatures Witness' Signature
Full Name and
Address
- --------------------------------------------------------------------------------
/s/ John Charles Andrews /s/ Jacqueline Andrews
- ------------------------------- ---------------------------------
John Charles Andrews Jacqueline Andrews
74 Kambora Avenue,
Davidson, N.S.W. 2085
/s/ Colin Marcus Andrews Witness to both
- ------------------------------- signatures
Colin Marcus Andrews
- --------------------------------------------------------------------------------
Dated 7th April, 1994
-2-
<PAGE>
ARTICLES OF ASSOCIATION
INDEX ARTICLES
PRELIMINARY CLAUSES 1-2
PROPRIETARY COMPANY 3
SHARES 4-7
TRANSFER OF SHARES AND RESTRICTIONS THEREON 8-11
ALTERATION OF CAPITAL 12-13
BORROWING POWERS 14-17
GENERAL MEETINGS 18-24
APPOINTMENT, SHARE QUALIFICATION AND
RENUMERATION OF DIRECTORS 25-29
THE DISQUALIFICATION OF DIRECTORS 30-31
PROCEEDINGS OF DIRECTORS 32-39
THE SEAL 40
CHEQUES, BILLS OF EXCHANGE ETC 41
POWERS OF DIRECTORS 42
LOCAL MANAGEMENT 43
THE SECRETARY 44
RESERVES 45
ACCOUNTS 46
DIVIDENDS 47-51
CAPITALISATION OF PROFITS 52
NOTICES 53-57
WINDING UP 58
INDEMNITY 59
SECRECY 60
<PAGE>
SPECIAL RESOLUTION
That the Articles of Association of the Company be altered by inserting the
following new Article 2A:-
"2A Notwithstanding anything herein contained, the following Articles
shall apply to the Company in lieu of Articles 1, 2 and 3 to 98 during any
period when Commonwealth Bank of Australia is the sole member of the
Company:-
PRELIMINARY CLAUSES
1. In these Articles where the context admits:-
(a) "these Articles" means these Articles as altered or added to from
time to time.
(b) "Law" means the Corporations Law, as amended or re-enacted from time
to time, and a reference in these Articles to a provision of the
Corporations Law shall be read as a reference to the provision as
amended or re-enacted from time to time.
(c) "CBA" means Commonwealth Bank of Australia.
(d) "the Company" means Securitisation Advisory Services Pty. Limited
(e) "Director" includes an Alternate Director.
(f) "The Directors" or "the Board" means the whole or any number (not
being less than a quorum) of the Directors present at a duly
convened meeting of Directors.
(g) "Member" means a person who is registered as such in the Register.
(h) "Month" means calendar month.
(i) "Office" means the registered office for the time being of the
Company.
(j) "Person" and words importing persons include partnerships,
associations, corporations and companies.
(k) "Register" means the Register or Registers of Members kept pursuant
to the Corporations Law.
(l) "Seal" includes the Common Seal of the Company and (where permitted
by the Corporations Law) the Official Seal or Duplicate Seal.
(m) "Secretary" or "the Secretary" means any Secretary of the Company
(if more than one is appointed) and includes any person appointed by
the Board to perform all or any of the duties of Secretary.
<PAGE>
-2-
(n) "Year" means calendar year.
(o) "In writing" or "written" includes printing, lithography and other
means of representation or reproducing words in a visible form.
(p) Words importing the singular number include the plural number and
vice versa.
(q) Words importing any gender include all other genders.
(r) Any words or expressions defined in the Corporations Law shall bear
the same meaning in these Articles unless the contrary intention
appears or such word or expression is otherwise defined herein.
2. The regulations contained in Table A in Schedule 1 to the Corporations Law
shall not apply to the Company.
PROPRIETARY COMPANY
3. The Company is a proprietary company and accordingly:-
(a) the number of members for the time being of the Company (exclusive
of persons who are in the employment of the Company and of persons
who, having been formerly in the employment of the Company, were,
while in that employment and have continued after the determination
of that employment to be, members of the Company) is not to exceed
fifty.
(b) any invitation to the public to subscribe for, and any offer to the
public to accept subscriptions for any shares or debentures
debenture stock bonds or any other securities of the Company whether
constituting a charge on the assets of the Company or not is hereby
prohibited.
(c) any invitation to the public to deposit money with, and any offer to
the public to accept deposits of money with, the Company for fixed
periods or payable at call whether bearing or not bearing interest
is hereby prohibited.
(d) the right to transfer shares is restricted as hereinafter provided.
SHARES
4. The shares including any new shares on an increase of capital shall be
under the control of the Directors who subject to the provisions of these
Articles and the Corporations Law may allot or otherwise dispose of the
same to such persons, at such times, and on such terms and conditions and
either at a premium or otherwise as they think fit, with full power at any
time to give the call, at par or at a premium, on shares in the Company's
capital and in such cases and on such terms and conditions and in such
manner as they think fit, but no shares will be issued to transfer a
controlling interest in the Company without the prior approval of the
members in general meeting.
<PAGE>
-3-
5. The Company shall be entitled to treat the registered holder of any share
as the absolute owner thereof and accordingly shall not except as ordered
by a Court of competent jurisdiction or as by Statute required be bound to
recognise any equitable or other claim to or interest in such share on the
part of any other person.
6. Every person whose name is entered as a member in the Register shall be
entitled without payment to one certificate for all his shares. Every such
certificate shall be in such form consistent with Section 1087 of the
Corporations Law as the Directors may prescribe and shall be sealed,
signed and countersigned in the manner allowed by Article 40 hereof. Every
such certificate shall specify the number of shares in respect of which it
is issued.
7. Whenever any law for the time being of any country, state or place imposes
or purports to impose any immediate or future or possible liability upon
the Company to make any payments or empowers any Government or Taxing
Authority or Government Official to require the Company to make any
payment in respect of any shares registered in any of the Company's
registers which are held either jointly or solely by any member or in
respect of any interest, dividends, bonuses or other moneys due or payable
or accruing due or which may become due or payable to such member by the
Company on or in respect of any shares registered as aforesaid or for or
on account or in respect of any member and whether in consequence of:-
(a) the non-payment of any income tax or other tax by such member;
or
(b) any assessment of income tax against the Company in respect of
interest or dividends paid or payable to such member; or
(c) any other act or thing;
the Company in every such case:-
(i) shall be fully indemnified from all liability by such member; and
(ii) shall have a right of set-off against all dividends, bonuses and
other moneys payable in respect of the shares registered in any of
the Company's registers as held either jointly or solely by such
member for all moneys paid or payable by the Company in respect of
the same shares or in respect of any dividend, bonus or other money
as aforesaid thereon or for or on account or in respect of such
member under or in consequence of any such law together with
interest thereon at the rate and for the period aforesaid and may
deduct or set-off against any such dividend, bonus or other moneys
payable as aforesaid any moneys paid or payable by the Company as
aforesaid together with interest as aforesaid; and
(iii) may recover as a debt due from such member any moneys paid by the
Company under or in consequence of any such law and interest thereon
at the rate and for the period aforesaid in excess of any dividend,
bonus or other moneys as aforesaid then due or payable by the
Company to such member.
<PAGE>
-4-
TRANSFER OF SHARES AND RESTRICTIONS THEREON
8. No transfer shall be registered unless a proper instrument of transfer
duly stamped (if necessary) is delivered to the Company. The instrument of
transfer of any shares in the Company shall be signed by or on behalf of
the transferor and the transferee and the transferor shall be deemed to
remain the holder of such shares until the name of the transferee is
entered in the Register in respect thereof.
9. The instrument of transfer of any shares shall be in writing in the usual
or common form or in such other form as the Board may approve.
10. The Directors may in their absolute discretion refuse to register any
transfer of a share without assigning any reason or grounds therefore.
11. Every instrument of transfer shall be left at the office for registration
accompanied by the certificate for the shares to be transferred and such
other evidence as the Directors may require to prove the title of the
transferor or his right to transfer the shares, the due execution of the
transfer and the due compliance with all relevant statutes relating to
stamp duty. All instruments of transfer which are registered shall be
retained by the Company but any instrument of transfer which the Directors
may decline to register shall on demand be returned to the person
depositing the same.
ALTERATION OF CAPITAL
12. The Company may from time to time by resolution:
(a) Increase the share capital by such sum to be divided into shares of
such amount as the resolution shall prescribe.
(b) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
(c) Subdivide its shares or any of them into shares of smaller amount
than is fixed by the Memorandum; so however that in the subdivision
the proportion between the amount paid and the amount (if any)
unpaid on each reduced share shall be the same as it was in the case
of the share from which the reduced share is derived.
(d) Cancel shares which at the date of the passing of the resolution in
that behalf have not been taken or agreed to be taken by any person
or which have been forfeited and diminish the amount of its share
capital by the amount of the shares so cancelled.
13. The Company may reduce its share capital, any capital redemption reserve
fund or any share premium account in any manner and with and subject to
any incident authorised and consent required by law. Except as allowed by
Section 191 of the Corporations Law, any such reduction shall only be made
by special resolution.
<PAGE>
-5-
BORROWING POWERS
14. Subject as hereinafter provided and to any statutory or other legal
requirements, the Directors may from time to time at their discretion
borrow, raise or secure the payment of any sum or sums of money for the
purposes of the Company.
15. The Directors may secure the repayment of such sum or sums of money in
such manner and upon such terms and conditions in all respects as they
think fit and in particular by the issue of bonds, perpetual or
redeemable, debentures or debenture stock or any mortgage, charge or other
security on the undertaking or the whole or any part of the property of
the Company (both present and future) including its uncalled capital for
the time being.
16. Debentures, debenture stock, bonds or other securities may be made
assignable free from any equities between the Company and the person to
whom the same may be issued or the holder for the time being. Any
debentures, debenture stock, bonds or other securities may be issued at a
discount, premium or otherwise and with any special privileges as to
redemption, surrender and drawings.
17. Where any uncalled capital of the Company is charged all persons taking
any subsequent charge thereon shall take the same subject to such prior
charge and shall not be entitled by notice to members or otherwise to
obtain priority over such prior charge.
GENERAL MEETINGS
18. An annual general meeting of the Company shall be held in accordance with
the provisions of the Corporations Law.
19. Subject to the provisions of Section 246 of the Corporations Law, the
Directors may convene a general meeting whenever they shall think fit and
may determine the time and place of any general meeting which they
convene.
20. All general meetings other than the annual general meeting shall be called
extraordinary general meetings.
21. Subject to the provisions of the Corporations Law relating to special
resolutions and agreements for shorter notice, fourteen days' notice at
the least specifying the place, the day and the hour of meeting and in the
case of special business the general nature of that business shall be
given to the members.
22. All business shall be special that is transacted at an extraordinary
general meeting and also all that is transacted at an annual general
meeting with the exception of declaring a dividend, the consideration of
the accounts, balance sheets and the report of the Directors and auditors
and the appointment and fixing of the remuneration of the auditors.
23. CBA may, by resolution of its Board of Directors, authorise a specified
person to act as CBA's representative at any general meeting of the
Company.
<PAGE>
-6-
24. A minute signed by a representative of CBA authorised pursuant to Article
23 stating that any act, matter or thing, or any ordinary or special
resolution, required by the Law or by the Memorandum and Articles of the
Company, to be made, performed, or passed by or at a general meeting of
the Company has been made, performed, or passed, that act, matter or thing
or resolution shall, for all purposes, be deemed to have been duly made,
performed or passed by or at a general meeting of the Company."
APPOINTMENT, SHARE QUALIFICATION AND
REMUNERATION OF DIRECTORS
25. The number of Directors shall unless the Company in general meeting
otherwise resolves be not less than two (2).
26. (a) CBA at all times and from time to time shall have the right to
appoint the Directors of the Company and to nominate therefrom the
Chairman of the Board of Directors. Subject to the right of removal
under Article 26(b), any such appointment or nomination may be made
for such term or terms as CBA thinks fit. Notice in writing to the
Company signed by the Managing Director or Executive Director of CBA
or signed by any other person acting under the authority of the
Managing Director, whether express or implied, shall be conclusive
evidence of the appointment of Directors or nomination of the
Chairman of the Board of Directors and, where appropriate, of the
term or terms of such appointment or nomination.
(b) CBA may at any time and from time to time by similar notice remove
any Director and upon such removal or upon vacation of office of any
Director appointed by it appoint in the manner aforesaid another
Director in the place of the Director so removed or whose office is
vacated.
(c) Each Director appointed as aforesaid shall remain in office until
removed or until his office is vacated under Article 30 whichever
first happens.
27. A Director shall not be required to have any share qualification.
28. The continuing Directors may act notwithstanding any vacancy in their body
unless the number of Directors falls below two (2).
29. (a) A Director shall be entitled to such remuneration, if any, from the
Company for his service as director as the Company in general
meeting may from time to time determine. Any such remuneration shall
be deemed to accrue from day to day. In addition, the Company shall
pay all expenses properly incurred by the Directors in connection
with the business of the Company.
(b) A Director may hold any other office or place of profit (except that
of auditor) under the Company in conjunction with the office of
director and on such terms as to remuneration and otherwise as the
Company in general meeting may from time to time determine.
<PAGE>
-7-
THE DISQUALIFICATION OF DIRECTORS
30. The office of a Director shall ipso facto be vacated if he:-
(a) becomes bankrupt or suspends payment or compounds with his creditors
generally; or
(b) becomes of unsound mind or a person whose person or estate is liable
to be dealt with in any way under the law relating to mental health;
or
(c) by notice in writing to the Company resigns his office; or
(d) becomes prohibited from being a Director by reason of any order made
under the Corporations Law or ceases to be a Director by virtue of
the Corporations Law; or
(e) dies or is removed from office by CBA.
31. (a) No Director shall be disqualified by his office from holding any
office or place of profit under any company in which the Company
and/or CBA shall be a shareholder or otherwise interested or from
contracting with the Company either as vendor, purchaser, adviser,
consultant or otherwise nor shall any such contract or any contract,
transaction or arrangement entered into by or on behalf of the
Company in which any Director shall be in any way directly or
indirectly interested be avoided nor shall any Director be liable to
account to the Company for any profit arising from such office or
place of profit or realised by any such contract, transaction or
arrangement by reason only of such Director holding that office or
place of profit or of the fiduciary relations thereby established
but the nature of his interest must be declared by him at the
meeting of the Directors at which the contract, transaction or
arrangement is first taken into consideration if to his knowledge
his interest then exists or in any other case at the first meeting
of the Directors after the acquisition of his interest and the
relevant facts have come to his knowledge. If a Director becomes
interested in a contract, transaction or arrangement after it is
made or entered into the declaration of his interest shall after the
relevant facts have come to his knowledge be made at the first
meeting of the Directors held alter he becomes so interested.
(b) A Director may as a Director vote in respect of any contract,
transaction or arrangement in which he is in any way interested and
if be does so his vote shall be counted and be deemed to be as valid
for all purposes both at law and in equity as it would have been if
he had not been interested therein and such a Director may also
exercise all the authorities and powers of a Director under Article
40 in respect of the execution, signing and countersigning of any
deed or instrument or document constituting or in any way relating
to or affecting any contract, transaction or arrangement. A general
notice to the Directors by a Director to the effect that he holds a
certain office or position in, or is an officer, a member, a
director or an employee of any specified company, corporation or
firm (including CBA, Commonwealth Development Bank of Australia or
Commonwealth Savings Bank of Australia) and is to be regarded as
interested in any contract, transaction or arrangement which may
after the date of the notice be made with that company, corporation
or firm shall be deemed to be a sufficient declaration of interest
under this Article in relation to any contract, transaction or
arrangement so made or entered into but no such notice shall be of
effect unless either it is given at a meeting of the Directors or
the Director takes reasonable steps to ensure that it is brought up
and read at the next meeting of the Directors after it is given.
<PAGE>
-8-
PROCEEDINGS OF DIRECTORS
32. (a) The Directors may meet together for the despatch of business,
adjourn and otherwise regulate their meetings and proceedings as
they think fit. Unless the directors determine otherwise two
Directors shall be a quorum. A Director interested is to be counted
in a quorum notwithstanding his interest.
(b) Without limiting the discretion of the Directors to regulate their
meetings, the Directors may, if they think fit, confer by radio,
telephone, close circuit television or other electronic means of
audio or audio-visual communication and a resolution passed by such
a conference shall, notwithstanding that the Directors are not
present together in one place at the time of the conference, be
deemed to have been passed at a meeting of the Directors held on the
day on which and at the time at which the conference was held. The
provisions of these regulations regulating the proceedings of
Directors apply so far as they are capable of application and
mutatis mutandis to such conferences.
33. A Director may at any time and the Secretary upon the request of a
Director shall convene a meeting of the Directors.
34. Except in respect of the following matters which shall require a unanimous
vote of all Directors present at such meeting:-
(a) increases in the authorised or issued capital of the Company;
(b) variations in the proportion of capital held by any member;
(c) the admission of new members;
(d) declaration of dividends;
(e) such other matters as specified by a general meeting,
all questions arising at any meeting shall be decided by a majority of
votes and in the case of an equality of votes the Chairman shall have a
second or casting vote.
35. CBA at all times and from time to time shall have the right by notice in
writing to the Company signed in the manner provided for in Article 26 to
appoint any person to act as an Alternate Director in the place of any
Director named in that notice at all or any times or time when that last
mentioned Director is for any reason unable to attend or act personally
and at the discretion of CBA in the manner aforesaid to suspend or remove
any such Alternate Director and on such appointment being made the
Alternate Director shall (except is hereinafter provided) be subject in
all respects to the terms and conditions existing with reference to the
appointment of the Director of the Company whom he is appointed to
represent and each Alternate Director whilst acting in the place of the
Director whom he is appointed to represent shall observe and discharge all
the duties of such Director. Every person acting as an Alternate Director
shall be responsible to the Company for his own acts and defaults (if any)
and shall not be deemed to be the agent of the Director in whose place he
was appointed to act as Alternate Director. The presence of an Alternate
Director at a meeting of Directors or committee of the Directors duly
appointed pursuant to these Articles and the absence from such meeting of
the Director in whose place the Alternate Director was appointed to act
shall be conclusive evidence that such last mentioned Alternate Director
is entitled to attend and act at such meeting. An Alternate Director shall
not be entitled as such to receive any remuneration from the Company but
may be paid all expenses properly incurred by him in connection with the
business of the Company. An Alternate Director shall ipso facto vacate
office if and when the office of the Director in whose place he is
appointed to act as an Alternate Director is vacated.
<PAGE>
-9-
36. There shall be a Chairman of the Board of Directors nominated by CBA and
such Chairman shall continue in office until another shall be nominated as
aforesaid. The Chairman shall preside at each meeting of Directors and in
the case of his absence or refusal or incapacity to act then the Board
shall appoint one of the Directors present to be Chairman of such meeting.
37. The Directors acting unanimously may delegate any of their powers to
committees consisting of such member or members of their body as they
think fit. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may from time to time be imposed
on it by the Directors.
38. A resolution in writing signed by all the Directors shall be as valid and
effectual as if it had been passed at a meeting of the Directors duly
called and constituted. Any such resolution may consist of several
documents in like form each signed by one or more Directors. Provided that
for the purpose of this Article an Alternate Director appointed pursuant
to Article 35 and who would, if the resolution were passed at a meeting of
the Directors, be entitled to attend and act at that meeting shall be
deemed to be the Director in whose place be has been nominated as the
Alternate.
39. The Board shall cause minutes to be duly entered in books provided for the
purpose:
(a) of the names of the Directors present at each meeting of the
Directors and of any committee of Directors and of all declarations
made by Directors in accordance with the provisions of Section 231
of the Corporations Law;
(b) of all decisions made by the Directors and committees thereof;
(c) of all notices of appointment and removal or suspension given
pursuant to Articles 26 and 35;
(d) of all disclosures of interest under Article 31;
(e) of all resolutions and proceedings of general meetings and of
meetings of the Directors and committees including any resolution
pursuant to Article 38;
and any such minutes of any meeting of the Board or of any committee shall
be signed by the Chairman of such meeting or by the Chairman of the next
succeeding meeting and if purporting to be so signed shall be receivable
as prima facie evidence of the matters stated in such minutes.
THE SEAL
40. (a) The Directors shall provide for the safe custody of the Common Seal
of the Company and of any seal authorised by Sections 182(10) and
1088 of the Corporations Law. The affixing of the Common Seal and
any seal authorised by Sections 182(10) and 1088 of the Corporations
Law shall be attested by one Director at least and countersigned by
the Secretary or some other person appointed by the Directors and
such attestation shall be sufficient evidence of the authority to
affix the Common Seal or any such other seal.
(b) The company is authorised to have the seals as provided by Sections
182(10) and 1088 of the Corporations Law.
<PAGE>
-10-
CHEQUES, BILLS OF EXCHANGE ETC
41. The Directors may from time to time make such arrangements as they think
fit for the acceptance, drawing, signing or endorsing of cheques, bills of
exchange, drafts, promissory notes and other negotiable or transferable
instruments in the name or on behalf of the company and for any of the
purposes of this Article may delegate the appropriate authority to any
person or persons whether employed by the Company or not.
POWERS OF DIRECTORS
42. (a) The management of the business of the Company shall be vested in the
Directors who may exercise all such powers and do all such acts and
things as the Company is authorised to exercise and do and as are
not hereby or by Statute directed or required to be exercised or
done by the Company in general meeting but subject nevertheless to
the provisions of the Corporations Law and of these Articles and to
any regulations not being inconsistent with these Articles from time
to time made by the Company in general meeting PROVIDED THAT no such
regulation shall invalidate any prior act of the Directors which
would have been valid if such regulation had not been made.
(b) In managing the business and exercising the powers of the Company
the Directors shall observe and act in accordance with the
directions of CBA not inconsistent with the Corporations Law or
these Articles given to the Directors from time to time.
(c) The Directors may from time to time by power of attorney appoint any
corporation, firm or person or body of persons (whether nominated
directly or indirectly by the Directors) to be the attorney or
attorneys of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such
period and subject to such conditions as they may think fit and any
such power of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney
or attorneys as the Directors may think fit and may also authorise
any such attorney or attorneys to delegate all or any of the powers,
authorities and discretions vested in him or them.
LOCAL MANAGEMENT
43. (a) The directors may from time to time provide for the management and
transaction of the affairs of the Company in any specified locality
in such manner as they think fit and the following clause of this
Article shall be without prejudice to the general powers conferred
by this paragraph.
(b) The Directors from time to time and at any time may establish any
local boards, agencies or committees for managing any of the affairs
of the Company in any such specified locality and may appoint any
person to be the President or Deputy President or a member of such
local board, agency or committee and may appoint any managers or
agents thereof and may fix their remuneration. The Directors from
time to time and at any time may delegate to any person so appointed
any of the powers, authorities and discretions for the time being
vested in the Directors including the power to affix the Official
Seal as referred to in Article 40 with power to sub-delegate and may
authorise the members for the time being of any local board or any
of them to act notwithstanding vacancies; and any such appointment
or delegation may be made on such terms and subject to such
conditions as the Directors may think fit and the Directors may at
any time remove any person so appointed and may annul or vary any
such delegation.
<PAGE>
-11-
THE SECRETARY
44. A Secretary shall hold office upon such terms and conditions as to
remuneration or otherwise as the Directors may think fit and any Secretary
may be removed from office by the Directors. The Directors may at any time
appoint a temporary substitute for any Secretary and such substitute shall
for the purpose of these Articles be deemed to be a Secretary.
RESERVES
45. The Directors before declaring any dividend but subject to the approval of
CBA and any statutory or other legal requirements, may set aside out of
the profits of the Company such sums as they think proper as a reserve to
meet contingencies or for such other purpose as they shall in their
absolute discretion think conducive to the interests of the Company, and
may invest the several sums so set aside upon such investments (other than
shares of the Company) as they may think fit, and may from time to time
deal with and vary such investments and dispose of all or any part thereof
for the benefit of the Company, and may divide the reserve into such parts
as they think fit and employ the reserve or any part thereof in the
business of the Company, and may also without placing the same to reserve
carry forward any profits which they think prudent not to divide.
ACCOUNTS
46. The Directors shall cause proper accounting and other records to be kept
and shall distribute copies of balance sheets as required by the
Corporations Law and from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations the accounting and other records of the company or any of them
shall be open to the inspection of members not being Directors and no
member not being a Director shall have any right of inspecting any account
or book or paper of the Company except as conferred by Statute or
authorized by the Directors or by the Company in general meeting.
DIVIDENDS
47. Subject to the provisions of Article 45 as to reserves, the conditions
attached to the issue of any shares and any statutory or other legal
requirements, the profits of the Company shall be divisible amongst the
members in proportion to the shares held by them respectively.
48. Subject to the approval of CBA and any statutory or other legal
requirements, the Directors may declare dividends out of the profits of
the Company and may also by unanimous vote from time to time pay to the
members such interim dividends as in their judgment the position of the
Company justifies.
49. Dividends shall only be paid in accordance with Section 50 of the Life
Insurance Act 1945 (or any statutory modification, amendment or
re-enactment thereof), to the extent applicable.
50. No dividend shall be payable except out of the profits of the Company and
no dividend shall carry interest as against the company. The declaration
of the Directors as to the amount of the net profits of the Company shall
be conclusive.
51. Any dividend may be paid by cheque or warrant delivered to or sent through
the post to the registered address of the member.
<PAGE>
-12-
CAPITALISATION OF PROFITS
52. (a) Subject to the provisions of Article 49, the Directors may resolve
that any dividend be paid wholly or in part by the distribution of
specific assets and in particular of paid up shares, debentures or
debenture stock of the Company or by the distribution of specific
assets and in particular of paid up shares, debentures or debenture
stock of any other company or in any one or more such ways.
(b) Any general meeting may on the recommendation of the Directors but
subject to any statutory or other legal requirements resolve that
any part of the undivided profits of the Company standing to the
credit of the reserve or arising from the revaluation of assets not
acquired for the purposes of resale at a profit or otherwise in the
hands of the Company and available for dividend be capitalised and
distributed amongst such of the members as would be entitled to
receive the same if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as
capital and that all or any part of such capitalised fund be applied
in paying up in full any unissued shares or debentures or debenture
stock of the Company which shall be issued or distributed
accordingly and that such issue, distribution or payment shall be
accepted by such members in full satisfaction of their interest in
the said capitalised sum.
(c) Any general meeting may on the recommendation of the Directors but
subject to any statutory or other legal requirements resolve that
any surplus moneys arising from the realisation of any capital
assets of the Company or any investments representing the same or
any other undistributed profits of the Company be distributed
amongst such of the members as would be entitled to receive the same
if distributed by way of dividend and in the same proportions on the
footing that they receive the same as capital.
(d) For the purpose of giving effect to any resolution under the three
last preceding paragraphs the Directors may settle any difficulty
which may arise in regard to the distribution as they think
expedient and in particular may issue fractional certificates and
may fix the value for distribution of any specific assets and may
determine that cash payments shall be made to any members upon the
footing of the value so fixed or that fractions of less value than
one dollar may be disregarded in order to adjust the rights of all
members and may allot shares representing fractions or vest any such
cash or specific assets in trustees upon such trusts for the members
entitled to the dividend or capitalised fund as may seem expedient
to the Directors.
NOTICES
53. Any notice or document (including a share certificate) may be served by
the Company upon any member either personally or by sending it through the
post in a prepaid letter, envelope or wrapper addressed to such member at
his registered address or usual business address.
<PAGE>
-13-
54. Any notice sent by post shall be deemed to have been served on the second
day following that on which the letter, envelope or wrapper containing the
same was posted and in proving such service it shall be sufficient to
prove that the letter, envelope or wrapper containing the notice was
properly addressed, stamped and posted. A certificate in writing signed by
any Manager, Secretary or other officer of the Company that the letter,
envelope or wrapper containing the notice was so addressed, stamped and
posted shall be conclusive evidence thereof.
55. Every person who by operation of law, transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice in
respect of such share which previously to his name and address being
entered on the Register shall have been duly given to the person from whom
he derives his title to such share.
56. The signature to any notice to be given by the Company may be written or
printed.
57. Where a given number of days' notice or notice extending over any other
period is required to be given the day on which the notice is deemed to be
served and in case of a notice convening a meeting also the day on which
the meeting is to be held shall be excluded from the number of days or
other period.
WINDING UP
58. If the Company is wound up the liquidator may, with the sanction of a
special resolution of the Company and subject to any statutory and other
legal requirements, divide amongst the members in kind the whole or any
part of the assets of the Company (whether they consist of property of the
same kind or not) and may for that purpose set such value as he deems fair
upon any property to be divided as aforesaid and may determine how the
division shall be carried out as between the members. The liquidator may,
with the like sanction and subject to the same requirements, vest the
whole or any part of any such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator thinks fit but so that no
member shall be compelled to accept any shares or other securities whereon
there is any liability.
INDEMNITY
59. Every Director, agent, auditor, Secretary and other officer for the time
being of the Company shall be indemnified out of the assets of the Company
against any liability incurred by him as such Director, agent, auditor,
Secretary or other officer in defending any proceedings whether civil or
criminal in which judgment is given in his favour or in which he is
acquitted or in connection with any application under the Corporations Law
in which relief is granted to him by the Court in respect of any
negligence, default, breach of duty or breach of trust.
<PAGE>
Exhibit 3.2
Corporations Law
A Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
CBA Management Pty. Limited
1. Subject as hereinafter provided the Regulations in Table A of Schedule 1
of the Corporations Law (in these Articles referred to as "the Law") as
amended to the date of incorporation of this company (hereinafter in these
Articles referred to as "the Company") shall apply to the Company. The
Regulations as so amended are hereinafter in these Articles referred to as
"Table A".
2 The Company is a proprietary company and accordingly:-
(a) the right to transfer the shares is restricted as hereinafter
provided in these Articles;
(b) the number of members of the company (counting joint holders of a
share as one person and not counting a person who is employed by the
company or any of its subsidiaries or a person who was, while so
employed, and thereafter has continued to be, a member of the
company) shall not exceed fifty;
(c) any invitation to the public to subscribe for, and any offer to the
public to accept subscriptions for, any shares in, or debentures of,
the company is hereby prohibited; and
(d) any invitation to the public to deposit money with, and any offer to
the public to accept deposits of money with, the company for fixed
periods or payable at call, whether bearing or not bearing interest
is hereby prohibited.
3. The Regulations of Table A shall be altered, modified, omitted or replaced
in the manner and to the extent set out on the following pages.
1
<PAGE>
SHARE CAPITAL AND VARIATION OF RIGHTS
4. Regulation 2 of Table A shall be deleted and the following shall be
substituted:-
"2 (1) The share capital of the Company is one million dollars
($1,000,000) divided into:
(a) 999,990 Ordinary shares of $1 each.
(b) 10 Redeemable Preference shares of $1 each.
(2) The holders of the Ordinary shares in the capital of the
Company shall be entitled to the following rights and subject
to the following restrictions:
(a) Voting rights as set out in regulation 49 of Table A.
(b) Dividends as determined from time to time in accordance
with the Articles.
(c) Participation in the distribution of surplus assets on
winding up.
(3) The holders of the Redeemable Preference shares in the capital
of the Company shall be entitled to the following rights and
subject to the following restrictions:
(a) Voting rights as set out in Regulation 49 of Table A.
(b) The said Redeemable Preference shares shall confer on
the holders thereof the right to a fixed cumulative
dividend at the rate of 8% per annum computed from the
date of commencing trading which dividend (together with
any arrears or deficiency thereof) shall rank for
payment in priority to the dividend to be paid on all
other shares for the time being in the capital of the
Company.
(c) No right of participation in the distribution of surplus
assets on winding up.
(d) The said Redeemable Preference shares shall not carry
the right to any further participation in surplus assets
or profits.
(e) Subject to the provisions of Section 192 of the Law, the
said Redeemable Preference shares shall at the option of
the Company be liable to be redeemed at par on or before
30th June, 1999, by notice in writing to the holders at
their respective registered addresses.
(4) Subject to the provisions of these Articles and without
prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares in the
Company, but subject to the Law, shares in the company may be
issued by the directors with such preferred, deferred or other
special rights, or such restrictions, whether with regard to
dividend, voting, return of capital or otherwise, and as
belonging to the same class or to different classes, as the
directors subject to any resolution, may determine and the
directors may grant to any person an option to take up any
unissued shares in the company, either at par or at a premium
and for such consideration, as the directors think fit.
(5) The Company may from time to time by special resolution
convert or divide the whole or any part of the issued and
unissued capital of the Company into ordinary shares or shares
of different classes with such preferred deferred or other
special rights or such restrictions as the Company may
determine."
-2-
<PAGE>
-14-
SECRECY
60. The Directors and all officers of the Company shall be bound to observe
secrecy except as required in the course and performance of their
respective duties towards the Company or under compulsion or obligation of
law with respect to all transactions of the Company with its customers and
all matters relating thereto and any Director or officer of the Company
shall if required previously to entering upon the duties of his office or
employment sign a declaration in a book or on a form or forms to be kept
for that purpose that he will not reveal or make known any of the matters,
affairs or concerns which may come to his knowledge as a Director or
officer of the Company to any person or persons whomsoever except as
required in the course and in performance of his duties or under
compulsion or obligation of law or when officially required so to do."
<PAGE>
TRANSFER OF SHARES
5. Regulation 21 of Table A shall be deleted and the following shall be
substituted:-
"21. The directors may without being required to give any reason for
their so doing decline to register any transfer of shares".
ALTERATION OF CAPITAL
6. Regulation 38 of Table A shall be deleted.
APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS
7. Regulation 57(2) of Table A shall be deleted and the following shall be
substituted:-
"57. (2) The Company may from time to time by resolution increase or
reduce the number of directors and may at any time by
resolution appoint a director or directors and may at any time
by resolution remove any director from office".
8. Regulations 58, 59 and 60 of Table A shall be deleted.
9. Regulation 61.(2) of Table A shall be deleted and the following shall be
substituted:-
"61. (2) Any person so appointed shall hold office until removal by
resolution of the company."
10. Regulations 62 of Table A shall be deleted.
11. Regulation 64 of table A shall be deleted and the following shall be
substituted:-
"64. A director need not be a member of the company."
12. Regulation 65 of Table A shall be amended by deleting paragraphs (d) and
(e) thereof.
PROCEEDINGS OF DIRECTORS
13. Regulation 71 of Table A shall be deleted and the following shall be
substituted:-
"71. (1) Providing that a director complies with the requirements of
these Articles and the Law concerning the disclosure of a
director's interest, a director may hold any other office or
place of profit under the Company in conjunction with his
office of director for such period and on such terms
(excluding remuneration) as the directors may determine and no
director or intending director shall be disqualified by his
office from contracting with the Company either with regard to
his tenure of any such other office or place of profit or as
vendor purchaser or otherwise nor shall any contract or
arrangement entered into by or on behalf of the Company in
which any director is in any way interested be liable to be
avoided nor shall any director so contracting or being so
interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such
director holding that office or of the fiduciary relation
thereby established.
(2) A director may act by himself or his firm in a professional
capacity for the Company and he or his firm shall be entitled
to remuneration for professional services as if he were not a
director.
-3-
<PAGE>
(3) Without affecting his obligation under Section 231 of the Law
a director may vote in respect of his appointment to any
office or place of profit under the Company or of the
arrangement of the terms thereof or in respect of any such
contract or arrangements in which he is interested as referred
to in sub-regulation (1) above and may be counted in the
quorum at any meeting at which any such matter is considered."
14. The following regulation shall be added after Regulation 78 as Regulation
78A:-
"78A. The directors shall cause minutes to be made:
(1) of all appointments of officers;
(2) of names of directors present at all meetings of the company
ad of the directors; and
(3) of all proceedings at all general meetings of the company and
of the directors.
Such minutes shall be signed by the chairman of the meeting at which the
proceedings were held or by the chairman of the next succeeding meeting
save in the case of documents deemed by the Law to constitute minutes.
MANAGING DIRECTOR
15. Regulation 79(2) of Table A shall be deleted.
16. Regulation 80 shall be amended by deleting the words "as the directors
determine" and inserting in lieu thereof the words "as is from time to
time determined by the company in general meeting."
SEAL
17. Regulation 84 shall be amended by the addition of the following as
sub-regulation (3):-
"(3) The company may have in addition to its common seal:
(a) one or mow official seals for use outside Australia to which
the provisions of Section 182 of the Law shall apply; and
(b) a duplicate common seal or certificate seal to which the
provisions of Section 1088 of the Law and subregulation (1)
and (2) hereof shall apply.
-4-
<PAGE>
We, the several persons whose signatures are subscribed hereto being the
subscribers to the Memorandum of Association, do hereby agree to the foregoing
Articles of Association.
- --------------------------------------------------------------------------------
Subscribers' Signatures Witness' Signature
And Address
- --------------------------------------------------------------------------------
/s/ John Charles Andrews /s/ Jacqueline Andrews
- ---------------------------- ---------------------------------------
John Charles Andrews Jacqueline Andrews,
74 Kambora Avenue,
Davidson, N.S.W. 2085
/s/ Colin Marcus Andrews Witness to both
- ---------------------------- signatures
Colin Marcus Andrews
Dated 7th April, 1994
-5-
<PAGE>
SCHEDULE 1
TABLE A
Section 9 & 175
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
INTERPRETATION
1. (1) In these regulations
"Law" means the Corporations Law;
"seal" means the common seal of the company and includes any
official seal of the company;
"secretary" means any person appointed to perform the duties of a
secretary to the company.
(2) Division 10 of Part 1.2 of the Corporations Law applies in relation
to these regulations as if they were an instrument made under that
Law as in force on the day when these regulations become binding on
the company.
(3) Except so far as the contrary intention appears in these
regulations, an expression has, in a provision of these
regulations that deals with a matter dealt with by a particular
provision of the Law, the same meaning as in that provision of the
Law.
SHARES CAPITAL AND VARIATION OF RIGHTS
2. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, but subject to the Law,
shares in the company may be issued by the directors and any such shares
may be issued with such preferred, deferred or other special rights or
such restrictions, whether with regard to dividend, voting, return of
capital or otherwise, as the directors, subject to any resolution,
determine.
3. Subject to the Law, any preference shares may, with the sanction of a
resolution, be issued on the terms that they are, or at the option of the
company are liable, to be redeemed.
4. (1) If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that
class) may, whether or not the company is being wound up, be varied
with the consent in writing of the holders of three-quarters of the
issued shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares
of the class.
(2) The provisions of these regulations relating general meetings apply
so far as they are capable of application and mutatis mutandis to
every such separate meeting except that:
(a) a quorum is constituted by 2 persons, who, between them, hold
or represent by proxy one-third of the issued shares of the
class; and
(b) any holder of shares of the class, present in person or by
proxy, may demand a poll.
(3) The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall, unless otherwise
expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation of issue of further
shares ranking equally with the best mentioned shares.
5. (1) The company may exercise the power to make payment by way of
brokerage or commission conferred by the Law in the manner provided
by the Law.
(2) Payments by way of brokerage or commission may be satisfied by the
payment of cash, by the allotment of fully or partly paid shares or
partly by the payment of cash and partly by the allotment of fully
or partly paid shares.
6. (1) Except as required by law, the company shall not recognise a person
as holding a share upon any trust.
(2) The company is not bound by or compelled in any way to recognise
(whether or not it has notice of the interest or rights concerned)
any equitable, contingent, future or partial interest in any share
or unit of a share or (except as otherwise provided by these
regulations or by law) any other right in respect of a share except
an absolute right of ownership in the registered holder.
7. (1) A person whose name is entered as a member in the register of
members is entitled without payment to receive a certificate in
respect of the share under the seal of the company in accordance
with the Law but, in respect of a share or shares held jointly by
several persons, the company is not bound to issue more than one
certificate.
(2) Delivery of a certificate for a share to one of several joint
holders is sufficient delivery to all such holders.
LIEN
8. (1) The company has a first and paramount lien on every share (not being
a fully paid share) for all money (whether presently payable or not)
called or payable at a fixed time in respect of that share.
(2) The company also has a first and paramount lien on all shares
(other than fully paid shares) registered in the name of a sole
holder for all money presently payable by him or his estate to the
company.
- 1 -
<PAGE>
(3) The directors may at any time exempt a share wholly or is part from
the provisions of this regulation.
(4) The company's lien (if any) on a share extends to all dividends
payable in respect of the share.
9. (1) Subject to subregulation (2), the company may sell, in such
manner as the directors think fit, any shares on which the company
has a lien.
(2) A share on which the company has a lien shall not be sold unless:
(a) a sum in respect of which the lien exists is presently
payable; and
(b) the company has, not less than 14 days before the date of the
sale, given to the registered holder for the time being of the
share or the person entitled to the share by reason of the
death or bankruptcy of the registered holder a notice in
writing setting out, and amending payment of, such part of
the amount in respect of which the lien exists as is presently
payable.
10. (1) For the purpose of giving effect to a sale mentioned in regulation
9, the directors may authorise a person to transfer the shares sold
to the purchaser of the shares.
(2) The company shall register the purchaser as the holder of the shares
comprised in any such transfer and he is not bound to see to the
application of the purchase money.
(3) The title of the purchaser to the shares is not affected by any
irregularity or invalidity in connection with the sale.
11. The proceeds of a sale mentioned in regulation 9 shall be applied by the
company in payment of such part of the amount in respect of which the lien
exists as is presently payable, and the residue (if any) shall (subject to
any like lien for sums not presently payable that existed upon the shares
before the sale) be paid to the person entitled to the shares at the date
of the sale.
CALLS ON SHARES
12. (1) The directors may make calls upon the members in respect of any
money unpaid on the shares of the members (whether on account of the
nominal value of the shares or by way of premium) and not by the
terms of issue of those shares made payable at fixed times, except
that no call shall exceed one-quarter of the sum of nominal values
of the shares or be payable earlier than one month from the date
fixed for the payment of the last preceding call.
(2) Each member shall, upon receiving at least 14 days' notice
specifying the time or times and place of payment, pay to the
company at the time or times and place so specified the amount
called on his shares.
(3) The directors may revoke or postpone a call.
13. A call shall be deemed to have been made at the time when the resolution
of the directors authorising the call was passed and may be required to be
paid by instalments.
14. The joint holders of a share are jointly and severally liable to pay all
calls in respect of the share.
15. If a sum called in respect of a share is not paid before or on the day
appointed for payment of the sum, the person from whom the sum is due
shall pay interest on the sum from the day appointed for payment of the
sum to the time of actual payment at such rate not exceeding 8% per annum
as the directors determine, but the directors may waive payment of that
interest wholly or in part.
16 Any sum that, by the terms issue of a share, becomes payable on allotment
or at a fixed date, whether on account of the nominal value of the share
or by way of premium, shall for the purpose of these regulations be deemed
to be a call duly made on the date on which by the terms of issue the sum
becomes payable, and, in case of non-payment, all the relevant provisions
of these regulations as to payment of interest and expenses, forfeiture or
otherwise apply as if the sum had become payable by virtue of a call duly
made and notified.
17. The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
18. (1) The directors may accept from a member the whole or a part of
the amount unpaid on a share although no part of that amount has
been called up.
(2) The directors may authorize payment by the company of interest upon
the whole or any part of an amount so accepted, until the amount
becomes payable, at such rate, not exceeding the prescribed rate, as
is agreed upon between the directors and the member paying the sum.
(3) For the purpose of subregulation (2), the prescribe rate of interest
is:
(a) if the company has, by resolution, fixed a rate - the rate so
fixed; and
(b) in any other case - 8% per annum.
TRANSFER OF SHARES
19. (1) Subject to these regulations, a member may transfer all or any of
his shares by instrument in writing in any usual or common form or
in any other form that the directors approve.
-2-
<PAGE>
(2) An instrument of transfer referred to in subregulation (1) shall be
executed by or on behalf of both the transferor and the transferee.
(3) A transferor of shares remains the holder of the shares transferred
until the transfer is registered and the name of the transferee is
entered in the register of members in respect of the shares.
20. The instrument of transfer must be left for registration at the
registered office of the company, together with such fee (if any) not
exceeding $1.00 as the directors require, accompanied by the certificate
of the shares to which it relates and such other information as the
directors properly require to show the right of the transferor to make the
transfer and thereupon the company shall, subject to the powers vested in
the directors by these regulations, register the transferee as a
shareholder.
21. The directors may decline to register a transfer of shares, not being
fully paid shares, to a person of whom they do not approve and may also
decline to register any transfer of shares on which the company has a
lien.
22. The registration of transfers may be suspended at such times and for such
periods as the directors from time to time determine not exceeding in the
whole 30 days in any year,
TRANSMISSION OF SHARES
23. In the case of the death of a member, the survivor where the deceased was
a joint holder, and the legal personal representatives of the deceased
where he was a sole holder, shall be the only persons recognized by the
company as having title to his interest in the shares, but this
regulation does not release the estate of a deceased joint holder from
any liability in respect of a share that had been jointly held by him with
other persons.
24. (1) Subject to the Bankruptcy Act 1966, a person becoming entitled
to a share in consequence of the death or bankruptcy of a member
may, upon such information being produced as is properly required by
the directors, elect either to be registered himself as holder of
the shares or to have some other person nominated by him registered
as the transferee of the share.
(2) If the person becoming entitled elects to be registered himself, he
shall deliver or send to the company a notice in writing signed by
him stating that he so elects.
(3) If he elects to have another person registered, he shall execute a
transfer of the share to that other person.
(4) All the limitations, restrictions and provisions of these rules
relating to the right to transfer, and the registartion of transfer
of, shares are applicable to any such notice or transfer as if the
death or bankruptcy of the member had not occurred and the notice or
transfer were a transfer signed by that member.
25. (1) Where the registered holder of a share dies or becomes bankrupt,
his personal representative or the trustee of his estate, as the
case may be, is, upon the production of such information as is
properly required by the directors, entitled to the same dividends
and other advantages, and to the same rights (whether in relation to
meetings of the company, or to voting or otherwise), as the
registered holder would have been entitled to if he had not died or
become bankrupt.
(2) Where 2 or more persons are jointly entitled to any share in
consequence of the death of the registered holder, they shall, for
the purpose of these regulations, be deemed to be joint holders of
the share.
FORFEITURE OF SHARES
26. (1) If a member fails to pay a call or instalment of a call on the
day appointed for payment of the call or instalment, the directors
may, at any time thereafter during such time any part of the call or
instalment remains unpaid, serve a notice on him requiring payment
of so much of the call or instalment as is unpaid, together with any
interest that has accrued.
(2) The notice shall name a further day (not earlier than the expiration
of 14 days from the date of service of the notice) on or before
which the payment required by the notice is to be made and shall
state that, in the event of a non-payment at or before the time
appointed, the shares in respect of which the call was made will be
liable to be forfeited,
27. (1) If the requirements of a notice saved under regulation 26 are
not complied with, any share in respect of which the notice has been
given may at any time thereafter, before the payment required by the
notice has been made, be forfeited by a resolution of the directors
to that effect.
(2) Such a forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before the forfeiture.
28. A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors think fit, and, at any time before a sale
or disposition, the forfeiture may be cancelled on such teams as the
directors think fit.
29. A person whose shares have been forfeited ceases to be a member in respect
of the forfeited shares, but remains liable to pay to the company all
money that, at the date of forfeiture, was payable by him to the company
in respect of the shares (including interest at the rate of 8% per annum
from the date of forfeiture on the money for the time being unpaid if the
directors think fit to enforce payment of the interest), but his liability
ceases if and when the company receives payment in full of all the money
(including interest) so payable in respect of the shares.
30. A statement in writing declaring that the person making the statement is a
director or a secretary of the company, and that a share in the company
has been duly forfeited on a date stated in the statement, is prima facie
evidence of the facts stated in the statement as against all persons
claiming to be entitled to the share.
31. (1) The company may receive the consideration (if any) given for a
forfeited share on any sale or disposition of the share and may
execute a transfer of the share in favour of the person to whom the
share is sold or disposed of.
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<PAGE>
(2) Upon the execution of the transfer, the transferee shall be
registered as the holder of the share and is not bound to see to the
application of any money paid as consideration.
(3) The title of the transferee to the share is not affected by any
irregularity or invalidity in connection with the forfeiture, sale
or disposal of the share.
32. The provisions of these regulations as to forfeiture apply in the case of
non-payment of any sum that, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the nominal value of the
share or by way of premium, as if that sum had been payable by virtue of a
call duly made and notified.
CONVERSION OF SHARES INTO STOCK
33. The company may, by resolution, convert all or any of its paid up shares
into stock and re-convert any stock into paid up shares of any nominal
value.
34. (1) Subject to subregulation (2), where shares have been converted
into stock, the provisions of these rules relating to the transfer
of shares apply, so far as they are capable of application, to the
transfer of the stock or of any part of the stock.
(2) The directors may fix the minimum amount of stock transferable and
restrict or forbid the transfer of fractions of that minimum, but
the minimum shall not exceed the aggregate of the nominal values of
the shares from which the stock arose.
35. (1) The holders of stock have, according to the amount of the stock
held by them, the same rights, privileges and advantages as regards
dividends, voting at meetings of the company and other matters as
they would have if they held the shares from which the stock arose.
(2) No such privilege or advantage (except participation in the
dividends and profits of the company and in property of the company
on winding up) shall be conferred by any amount of stock that would
not, if existing in shares, have conferred that privilege or
advantage.
36. The provisions of these regulations that are applicable to paid up shares
apply to stock, and references in those provisions to share and
shareholder shall be read as including references to stock and
stockholder, respectively.
ALTERATION OF CAPITAL
37. The company may by resolution:
(a) increase its authourised share capital by the creation of new shares
of such amount is specified in the resolution;
(b) consolidate and divide all or any of its authorised share capital
into shares of larger amount than its existing shares;
(c) subdivide all or any of its shares into shares of smaller amount
than is fixed by the memorandum but so that in the subdivision the
proportion between the amount paid and the amount (if any) unpaid on
each such share of a smaller amount is the same as it was in the
case of the share from which the share of a smaller amount is
derived; and
(d) cancel shares that, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person or have
been forfeited and reduce its authorised share capital by the amount
of the shares so cancelled.
38. (1) Subject to any direction to the contary that may be given by the
company in general meeting, all unissued shares shall, before issue,
be offered to such persons as at the date of the offer are entitled
to receive notices from the company of general meetings in
proportion, as nearly as the circumstances allow, to the sum of the
nominal values of the share already held by them.
(2) The offer shall be made by notice specifying the number of shares
offered and limiting a time within which the offer, if not accepted,
will be deemed to be declined.
(3) After the expiration of that time or on being notified by the person
to whom the offer is made that he declines to accept the shares
offered, the directors may issue those shares in such manner as they
think most beneficial to the company.
(4) Where, by reason of the proportion that shares proposed to be issued
bear to shares already held, some of the first-mentioned shares
cannot be offered in accordance with subregulation (1), the
directors may issue the shares that cannot be so offered in such
manner as they think most beneficial to the company.
39. Subject to the Law, the company may, by special resolution, reduce its
share capital, any capital redemption reserve fund or any share premium
account.
GENERAL MEETINGS
40. Any director may whenever he thinks fit convene a general meeting.
41. (1) A notice of a general meeting shall specify the place, the day
and the hour of meeting, and, except as provided by subregulation
(2), shall state the general nature of the business to be transacted
at the meeting.
(2) It is not necessary for a notice of an annual general meeting to
state that the business to be transacted at the meeting includes the
declaration of a dividend, the consideration of accounts and the
reports of the directors and auditors, the election of directors in
the place of those retiring or the appointment and fixing of the
remuneration of the auditors.
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PROCEEDINGS AT GENERAL MEETINGS
42. (1) No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business.
(2) For the purpose of determining whether a quorum is present, a person
attending as a proxy, or as representing a corporation that is a
member, shall be deemed to be a member.
43. If a quorum is not present within half an hour from the time appointed for
the meeting:
(a) where the meeting was convened upon the requisition of members -
the meeting shall be dissolved; or
(b) in any other case:-
(i) the meeting stands adjourned to such day, and at such time and
place, as the directors determine or, if no determination is
made by the directors, to the same day in the next week at the
same time and place; and
(ii) if at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting:
(A) 2 members constitute a quorum; or
(B) where 2 members are not present - the meeting shall be
dissolved.
44. (1) If the directors have elected one of their number as chairman
of their meetings, he shall preside as chairman at every general
meeting.
(2) Where a general meeting is held and:
(a) a chairman has not been elected as provided by subregulation
(1); or
(b) the chairman is not present within 15 minutes after the time
appointed for the holding of the meeting or is unwilling to
act;
the members present shall elect one of their number to be chairman
of the meeting.
45. (1) The chairman may with the consent of any meeting at which a
quorum is present, and shall if so directed by the meeting, adjourn
the meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment
took place.
(2) When a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting.
(3) Except as provided by subregulation (2), it is not necessary to give
any notice of an adjournment or of the business to be transacted at
the adjourned meeting.
46. (1) At any general meeting a resolution put to the vote shall be
decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:
(a) by the chairman;
(b) by at least 3 members present in person or by proxy;
(c) by a member or members present in person or by proxy and
representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the
meeting; or
(d) by a member or members holding shares in the company
conferring a right to vote at the meeting being shares on
which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the shares
conferring that right.
(2) Unless a poll is so demanded, a declaration by the Chairman that a
resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry to
that effect in the book containing the minutes of the proceedings of
the company, is conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
the resolution.
(3) The demand for a poll may be withdrawn.
47. (1) If a poll is duly demanded, it shall be taken in such manner and
(subject to subregulation (2)) either at once or after an interval
or adjournment or otherwise as the chairman directs, and the result
of the poll shall be the resolution of the meeting at which the poll
was demanded.
(2) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith.
48. In case of an equality of votes, whether on a show of hands or on a poll,
the Chairman of the meeting at which the show of hands takes place or at
which a the poll is demanded, in addition to his deliberative vote (if
any), has a casting vote.
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49. Subject to any rights or restrictions for the time being attached to any
class or classes of shares:
(a) at meetings of members or classes of members each member entitled to
vote may vote in person or by proxy or attorney; and
(b) on a show of hands every person present who is a member or a
representative of a member has one vote, and on a poll every member
present in person or by proxy or attorney has one vote for each
share he holds.
50. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy or by attorney, shall be accepted to the
exclusion of the votes of the other joint holders and, for this purpose,
seniority shall be determine by the order in which the names stand in the
Register of Members.
51. If a member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way relating to mental health, his
committee or trustee or such other person as properly has the management
of his estate may exercise any rights of the member in relation to a
general meeting as if the committee, trustee or other person were the
member.
52. A member is not entitled to vote at a general meeting unless all calls and
other sums presently payable by him in respect of shares in the company
have been paid.
53. (1) An objection may be raised to the qualification of a voter only at
the meeting or adjourned meeting at which the vote objected to is
given or tendered.
(2) Any such objection shall be referred to the chairman of the meeting,
whose decision is final.
(3) A vote not disallowed pursuant to such an objection is valid for all
purposes.
54. (1) An instrument appointing a proxy shall be in writing under the hand
of the appointer or of his attorney duly authorised in writing or,
if the appointer is a body corporate, either under seal or under the
hand of an officer or attorney duly authorised.
(2) An instrument appointing a proxy may specify the manner in which the
proxy is to vote in respect of a particular resolution and, where an
instrument of proxy so provides, the proxy is not entitled to vote
on the resolution except as specified in the instrument.
(3) An instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
(4) An instrument appointing a proxy shall be in the following form or
in the form that is as similar to the following form as the
circumstances allow:
[Name of Company]
I/We, ,of
being a member/members of the abovenamed company, hereby
appoint of
or in his absence, of
as my/our proxy to vote for me/us on my/our behalf at the
*annul general/*general meeting of the company to be held on
the day of 19 and at any adjournment of
that meeting.
**This form is to be used *in favour of/ against the resolution.
Signed this day of 19 .
*Strike out whichever is not desired.
**To be inserted if desired.
55. An instrument appointing a proxy shall not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under
which the instrument is signed or a notarially certified copy of that
power or authority, is or are deposited, not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, or, in the case of a poll, not
less than 24 hours before the time appointed for the taking of the poll,
at the registered office of the company or at such other place in
Australia as is specified for that purpose in the notice convening the
meeting.
56. A vote is given in accordance with the terms of an instrument of proxy or
of a power of attorney is valid notwithstanding the previous death or
unsoundness of mind of the principal, the revocation of the instrument (or
of the authority under which the instrument was executed) or of the power,
or the transfer of the share in respect of which the instrument or power
is given, if no intimation in writing of the death, unsoundness of mind,
revocation or transfer has been received by the company at the registered
office before the commencement of the meeting or adjourned meeting at
which the instrument is used or the power is exercised.
APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS
57. (1) The number of the directors and the names of the first directors
shall be determined in writing by the subscribers to the memorandum
of association or a majority of them.
(2) The company may, by resolution, increase or reduce the number of
directors, and may also determine in what rotation the increased or
reduced number is to go out of the office.
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58. (1) At the first annual general meeting of the company all the directors
shall retire from office, and at the annual general meeting in every
subsequent year one-third of the directors for the time being, or,
if their number is not 3 or a multiple of 3, then the number nearest
one-third shall retire from office.
(2) A retiring director is eligible for re-election.
59. The directors to retire at an annual general meeting other than the first
annual general meeting are those persons who have been longest in office
since their election, but, as between persons who became persons who
became directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determine by lot.
60. (1) The company may, at the meeting at which a director so retires, by
resolution fill the vacated office by electing a person to that
office.
(2) If the vacated office is not so filled, the retiring director shall,
if offering himself for re-election and not being disqualified under
the Law form holding office as a director, be deemed to have been
re-elected unless at that meeting --
(a) it is expressly resolved not to fill the vacated office; or
(b) a resolution for the re-election of that director is put and
lost.
61. (1) The directors may at any time appoint any person to be a director,
either to fill a casual vacancy or as an addition to the existing
directors, but so that the total number of directors does not at any
time exceed the number determined in accordance with these
regulations.
(2) Any director so appointed holds office only until the next following
annual general meeting and is then eligible for re-election but
shall not be taken into account in determining the directors who are
to retire by rotation at that meeting.
62. (1) The company may by resolution remove any director before the
expiration of his period of office, and may by resolution appoint
another person in his stead.
(2) The person so appointed is subject to retirement at the same time as
if he had become a director on the day on which the director in
whose place he is appointed was last elected a director.
63. (1) The directors shall be paid such remuneration as is from time to
time determined by the company in general meeting.
(2) That remuneration shall be deemed to accrue from day to day.
(3) The directors may also be paid all travelling and other expenses
properly incurred by them in attending and returning from meetings
of the directors or any committee of the directors or general
meetings of the company other otherwise in connection with the
business of the company.
64. The share qualification for directors may be fixed by the company in
general meeting and, unless and until so fixed, is one share.
65. In addition to the circumstances in which the office of a director becomes
vacant by virtues of the Law, the office of a director becomes vacant if
the director:
(a) becomes of unsound mind or a person whose person or estate is liable
to be dealt with in any way under the law relating to mental health;
(b) resigns his office by notice in writing to the company;
(c) is absent without the consent of the directors from meetings of the
directors held during a period of 6 months;
(d) without the consent of the company in general meeting holds any
other office of profit under the company except that of managing
director or principal executive officer; or
(e) is directly or indirectly interested in any contract or proposed
contract with the company and fails to declare the nature of his
interest as required by the Law.
POWERS AND DUTIES OF DIRECTORS
66. (1) Subject to the Law and to any other provisions of these regulations,
the business of the company shall be managed by the directors, who
may pay all expenses incurred in promoting and forming the company,
and may exercise all such powers of the company as are not, by the
Law or by these regulations, required to be exercised by the
company in general meeting.
(2) Without limiting the generality of subregulation (1), the directors
may exercise all the powers of the company to borrow money, to
charge any property or business of the company or all or any of its
uncalled capital and to issue debentures or give any other security
for a debt, liability or obligation of the company or of any other
person.
67. (1) The directors may, by power of attorney, appoint any person or
persons to be the attorney or attorneys of the company for such
purposes, with such powers, authorities and discretions (being
powers, authorities and discretions vested in or exercisable by the
directors), for such period and subject to such conditions as they
think fit.
(2) Any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with the attorney as
the directors think fit and may also authorize the attorney to
delegate all or any of the powers, authorities and discretions
vested in him.
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68. All cheques, promissory notes, bankers drafts, bills of exchange, and
other negotiable instruments, and all receipts for money paid to the
company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by any 2 directors or in such other manner
as the directors determine.
PROCEEDINGS OF DIRECTORS
69. (1) The directors may meet together for the despatch of business and
adjourn and otherwise regulate their meetings as they think fit.
(2) A director may at any time, and a secretary shall on the requisition
of a director, convene a meeting of the directors.
70. (1) Subject to these regulations, questions arising at a meeting of
directors shall be decided by a majority of votes of directors
present and voting and any such decision shall for all purposes be
deemed a decision of the directors.
(2) In case of an equality of votes, the chairman of the meeting, in
addition to his deliberative vote (if any), has a casting vote.
71. A director shall not vote in respect of any contract or proposed contract
with the company in which he is in any way, whether directly or
indirectly, interested or in respect of any matter arising out of such a
contract or proposed contract and, if he votes in contravention of this
subregulation, his vote shall not be counted.
72. (1) A director may, with the approval of the other directors, appoint a
person (whether a member of the company or not) to be an alternate
director in his place during such period as he think fit.
(2) an alternate director is entitled to notice of meetings of the
directors and, if the appointor is not present as such a meeting, is
entitled to attend and vote in his stead.
(3) An alternate director may exercise any power that the appointor may
exercise and the exercise of any such power by the alternate
director shall be deemed to be the exercise of the power by the
appointor.
(4) An alternative director is not required to have any share
qualifications.
(5) The appointment of an alternate director may be terminated at any
time by the appointor notwithstanding that the period of the
appointment of the alternate director has not expired, and
terminates in any event if the appointor vacates office as a
director.
(6) An appointment, or the termination of an appointment, of an
alternate director shall be effected by a notice in writing signed
by the director who makes or made the appointment and served on the
company.
73. At a meeting of directors, the number of directors whose presence is
necessary to constitute a quorum is such number as is determined by the
directors and, unless so determined, is 2.
74. In the event a vacancy or vacancies in the office of a director or offices
of directors, the remaining directors may act but, if the number of
remaining directors is not sufficient to constitute a quorum at a meeting
of directors, they may act only for the purpose of increasing the number
of directors to a number sufficient to constitute such a quorum or of
convening a general meeting of the company.
75. (1) The directors shall elect one of their number as chairman of their
meetings and may determine the period for which he is to hold
office.
(2) Where such a meeting is held and;
(a) a chairman has not been elected as provided by subregulation
(1); or
(b) the Chairman is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to
act;
the directors present shall elect one of their number to be a
chairman of the meeting.
76. (1) The directors may delegate any of their powers to a committee or
committees consisting of such of their number as they think fit.
(2) A committee to which any powers have been so delegated shall
exercise the powers delegated in accordance with any directions of
the directors and a power so exercised shall be deemed to have been
exercised by the directors.
(3) The members of such a committee may elect one of their number as
chairman of their meetings.
(4) Where such a meeting is held and;
(a) a chairman has not been elected as provided by subregulation
(3); or
(b) the chairman is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to
act;
the members present may elect one of their number to be chairman of
the meeting.
(5) A committee may meet and adjourn as it thinks proper.
(6) Questions arising at a meeting of a committee shall be determined by
a majority of votes of the members present and voting.
(7) In the case of an equality of votes, the chairman, in addition to
his deliberative vote (if any) has a casting vote.
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77. (1) If all the directors have signed a document containing a statement
that they are in favour of a resolution of the directors in terms
set out in the document, a resolution in those terms shall be deemed
to have been passed at a meeting of the directors held on the day on
which the document was signed and at the time at which the document
was last signed by a director, or, if the directors signed the
document on different days, on the day on which and at the time at
which, the document was last signed by a director.
(2) For the purpose of subregulation (1), 2 or more separate documents
containing statements in identical terms each of which is signed by
one or more directors shall together be deemed to constitute one
document containing a statement in those terms signed by those
directors on the respective days on which they signed the separate
documents.
(3) A reference in subregulation (1) to all the directors does not
include a reference to a director who, at a meeting of directors,
would not be entitled to vote on the resolution.
78. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as director are, notwithstanding that it
is afterwards discovered that there was some defect in the appointment of
a person to be a director, or a member of a committee, or to act as, a
director, or that a person so appointed was disqualified, as valid as if
the person had been duly appointed and was qualified to be a director or
to be a member of the committee.
MANAGING DIRECTOR
79. (1) The directors may from time to time appoint one or more of their
number to the office of managing director for such period and on
such terms as they think fit, and, subject to the terms of any
agreement entered into in a particular case, may revoke any such
appointment.
(2) A director so appointed shall not, while holding that office, be
subject to retirement by rotation or be taken into account in
determining the rotation of retirement of directors, but his
appointment automatically terminates if he ceases from any cause
to be a director.
80. A managing director shall, subject to the terms of any agreement entered
into in a particular case, receive such remuneration (whether by way of
salary, commission or participation in profits, or partly in one way and
partly in another) as the directors determine.
81. (1) The directors may, upon such terms and conditions and with such
restrictions as they think fit, confer upon a managing director any
of the powers exercisable by them.
(2) Any power so conferred may be concurrent with, or be to the
exclusion of, the powers of the directors.
(3) The directors may at any time withdraw or vary any of the powers so
conferred on a managing director.
ASSOCIATE DIRECTORS
82. (1) The directors may from time to time appoint any person to be an
associate director an may from time to time terminate any such
appointment.
(2) The directors may from time to time determine the powers, duties and
remuneration of any person so appointed.
(3) A person so appointed is not required to hold any shares to qualify
him for appointment but, except by the invitation and with the
consent of the directors, does not have any rights to attend or vote
at any meeting of directors.
SECRETARY
83. A secretary of the company holds office on such terms and conditions, as
to remuneration and otherwise, as the directors determine.
SEAL
84. (1) The directors shall provide for the safe custody of the seal.
(2) The seal shall be used only by the authority of the directors, or of
a committee of the directors authorised by the directors to
authorise the use of the seal, and every document to which the seal
is affixed shall be signed by a director and be countersigned by
another director, a secretary or another person appointed by the
directors to countersign that document or a class of documents in
which that document is included.
INSPECTION OF RECORDS
85. The directors shall determine whether and to what extent, and at what time
and places and under what conditions, the accounting records and other
documents of the company or any of them will be open to the inspection of
members other than directors, and a member other than a director does not
have the right to inspect any document of the company except as provided
by law or authorised by the directors or by the company in general
meeting.
DIVIDENDS AND RESERVES
86. (1) The company is general meeting may declare a dividend if, and only
if the directors have recommended a dividend.
(2) A dividend shall not exceed the amount recommended by the directors.
87. The directors may authorise the payment by the company to the members of
such interim dividends as appear to the directors to be justified by the
profits of the company.
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88. Interest is not payable by the company in respect of any dividend.
89. (1) The directors may, before recommending any dividend, set aside out
of the profits of the company such sums as they think proper as
reserves, to be applied, at the discretion of the directors, for any
purpose for which the profits of the company may be properly
applied.
(2) Pending any such application the reserves may, at the discretion of
the directors, be used in the business of the company or be invested
in such investments as the directors think fit.
(3) The directors may carry forward so much of the profits remaining as
they consider ought not to be distributed as dividends without
transferring those profits to a reserve.
90. (1) Subject to the rights of persons (if any) entitled to shares with
special rights as to dividend, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the shares
in respect of which the dividend is paid.
(2) All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or
portions of the period in respect of which the dividend is paid,
but, if any share is issued on terms providing that it will rank for
dividend as from a particular date, that share ranks for dividend
accordingly.
(3) An amount paid or credited as paid on a share in advance of a call
shall not be taken of the purposes of this regulation to be paid or
credited as paid on the share.
91. The directors may deduct from any dividend payable to a member all sums of
money (if any) presently payable by him to the company on account of calls
or otherwise in relation to shares in the company.
92. (1) Any general meeting declaring a dividend may, by resolution, direct
payment of the dividend wholly or partly by the distribution of
specific assets, including paid up shares in, or debentures of, any
other corporation, and the directors shall give effect to such a
resolution.
(2) Where a difficulty arises in regard to such a distribution, the
directors may settle the matter as they consider expedient and fix
the value for distribution of the specific assets or any part of
those assets and may determine that cash payments will be made to
any members on the basis of the value so fixed in order to adjust
the rights of all parties, and may vest any such specific assets in
trustees as the directors consider expedient.
93. (1) Any dividend, interest or other money payable in cash in respect of
shares may be paid by cheque sent through the post directed to:
(a) The address of the holder as shown in the register of members,
or in the case of joint holders, to the address shown in the
register of members as the address of the joint holder first
named in that Register; or
(b) to such other address as the holder or joint holders in
writing directs or direct.
(2) Any one of 2 or more joint holders may give effectual receipts for
any dividends, interest or other money payable in respect of the
shares held by them as joint holders.
CAPITALISATION OF PROFITS
94. (1) Subject to subregulation (2), the company in general meeting may
resolve that it is desirable to capitalise any sum, being the whole
or a part of the amount for the time being standing to the credit of
any reserve account or the profit and loss account or otherwise
available for distributions to members, and that the sum be applied,
in any of the ways mentioned in subregulation (3), for the benefit
of members in the proportions to which those members would have been
entitled in a distribution of that sum by way of dividend.
(2) The company shall not pass a resolution as mentioned in
subregulation (1) unless the resolution has been recommended by the
directors.
(3) The ways in which a sum may be applied for the benefit of members
under subregulation (1) are:
(a) in paying up any amounts unpaid on shares held by members;
(b) in paying up in full unissued shares or debentures to be
issued to members as fully paid; or
(c) partly as mentioned in paragraph (a) and partly as mentioned
in paragraph (b).
(4) The directors shall do all things necessary to give effect to the
resolution and, in particular, to the extent necessary to adjust the
rights of the members among themselves, may:
(a) issue fractional certificates or make cash payments in cases
where shares or debentures become issuable in fractions; and
(b) authorise any person to make, on behalf of all the members
entitled to any further shares or debentures upon the
capitalisation, an agreement with the company providing for
the issue to them, credited as fully paid up, of any such
further shares or debentures or for the payment up by the
company on their behalf of the amounts or part of the amounts
remaining unpaid on their existing shares by the application
of their respective proportions of the sum resolved to be
capitalised;
and any agreement made under an authority referred to in paragraph
(b) is effective and binding on all the members concerned.
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NOTICES
95. (1) A notice may be given by the company to any member either by
serving it on him personally or by sending it by post to him at his
address as shown in the Register of members or the address supplied
by him to the company for the giving of notices to him.
(2) Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying, and posting
a letter containing the notice, and to have been effected, in the
case of a notice of a meeting, on the day after the date of its
posting and, in any other case, at the time at which the letter
would be delivered in the ordinary course of post.
(3) A notice may be given by the company to the joint holders of a
share by giving the notice to the joint holder first named in the
register of members in respect of the share.
(4) A notice may be given by the company to a person entitled to a share
in consequence of the death or bankruptcy of a member by serving it
on him personally or by sending it to him by post addressed to him
by name, or by the title of representative of the deceased or
assignee of the bankrupt, or by any like description, at the
address (if any) within the Territory supplied for the purpose by
the person or if such an address has not been supplied, at the
address to which the notice might have been sent if the death or
bankruptcy had not occurred.
96. (1) Notice of every general meeting shall be given in the manner
authorised by regulation 95 to:
(a) every member;
(b) every person entitled to a share in consequence of the death
or bankruptcy of a member who, but for his death or
bankruptcy, would be entitled to receive notice of the
meeting; and
(c) the auditor for the time being of the company.
(2) No other person is entitled to receive notice of general meetings.
WINDING UP
97. (1) If the company is wound up, the liquidator may, with the sanction
of a special resolution, divide among the members in kind the whole
or any part of the property of the company and may for that purpose
set such value as he considers fair upon any property to be so
divided and may determine how the division is to be carried out as
between the members or different classes of members.
(2) The liquidator may, with the sanction of a special resolution, vest
the whole or any part of any such property in trustees upon such
trusts for the benefit of the contributories as the liquidator
thinks fit, but so that no member is compelled to accept any shares
or other securities in respect of which there is any liability.
INDEMNITY
98. Every officer, auditor or agent of the company shall be indemnified out
of the property of the company against any liability incurred by him in
his capacity as officer, auditor or agent in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or in
which he is acquitted or in connection with any application in relation to
any such proceedings in which relief is under the Law granted to him by
the Court.
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