Medallion Trust Series 2006-1G Class A-1 Currency Swap Confirmation between Commonwealth Bank of Australia and Perpetual Trustee Company Limited
Summary
This agreement confirms a currency swap transaction between Commonwealth Bank of Australia and Perpetual Trustee Company Limited, as trustee of the Medallion Trust Series 2006-1G, with Securitisation Advisory Services Pty Limited as manager. The swap involves exchanging payments in US dollars and Australian dollars linked to the performance of certain notes, with specific terms for interest rates, payment dates, and principal exchanges. The agreement is governed by an existing ISDA Master Agreement and outlines the parties' payment obligations, calculation methods, and conditions for early termination.
EX-10.5 10 file010.htm CBA SERIES 2006-1G CLASS A-1 CURRENCY SWAP CONFIRM
Date: March 9, 2006 TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty. Limited as trustee of the Series Trust Level 6 Level 12 48 Martin Place 123 Pitt Street Sydney NSW 2000 Sydney NSW 2000 AUSTRALIA AUSTRALIA ATTENTION: Manager, Securitisation ATTENTION: Manager, Securitisation MEDALLION TRUST SERIES 2006-1G CONFIRMATION - CLASS A-1 CURRENCY SWAP The purpose of this letter is to confirm the terms and conditions of the Transaction entered into between us on the terms specified below (the "TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the Master Agreement specified below. This Confirmation is entered into by Perpetual Trustee Company Limited ABN 42 000 001 007 as trustee of the Medallion Trust Series 2006-1G (the "SERIES TRUST"). This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of 13 March 2003, as amended, novated or supplemented from time to time (the "AGREEMENT"), between Commonwealth Bank of Australia ABN 48 123 123 124 ("PARTY A"), Perpetual Trustee Company Limited ABN 42 000 001 007 as trustee of, inter alia, the Series Trust ("PARTY B") and Securitisation Advisory Services Pty Limited ABN 88 064 133 946 (the "MANAGER"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. This Confirmation incorporates the Definitions Schedule which forms part of, and is subject to, this Confirmation. The terms of the particular Transaction to which this Confirmation relates are specified below: 1. OUR REFERENCE: 72281 2. TRADE DATE: March 9, 2006 3. EFFECTIVE DATE: Issue Date in respect of the Relevant Notes 4. TERMINATION DATE: The earlier of: (a) the date that the Relevant Notes have been redeemed in full in accordance with the Offered Note Conditions; and (b) the Scheduled Maturity Date. 5. FLOATING AMOUNTS 5.1 FLOATING AMOUNTS PAYABLE BY PARTY A (SUBJECT TO PARAGRAPH 9 OF THIS CONFIRMATION): (A) Floating Rate Payer: Party A Calculation Amount: For each Floating Rate Payer Payment Date, the aggregate Invested Amount of the Relevant Notes as at the first day of the Calculation Period ending on but excluding that Floating Rate Payer Payment Date. The Calculation Amount for the initial Calculation Period will be USD2,000,000,000. The Calculation Amount will not ever exceed USD2,000,000,000 for any Calculation Period (after taking into account any reductions in the aggregate Invested Amount of the Relevant Notes on that day). Floating Rate Payer Payment Each Quarterly Distribution Date during Dates: the period commencing on and including 14 June 2006 and ending on and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention Floating Rate Option: USD-LIBOR-BBA except that: (a) references to "London Banking Days" in section 7.1(a)(w)(xvii) and (xx) of the Annex (June 2000 version) to the 2000 ISDA Definitions will be replaced with references to "Banking Days" as that expression is defined in the Offered Note Conditions; (b) references to "Telerate Page 3750" in section 7.1(w)(xvii) of the Annex (June 2000 version) to the 2000 ISDA Definitions will be replaced with references to "Class A-1 Rate Page" as that expression is defined in the Offered Note Conditions; and (c) if USD-LIBOR-BBA cannot be determined in accordance with the 2000 ISDA Definitions as varied above (including endeavouring to determine a rate under the definition of "USD-LIBOR-Reference banks" in section 7.1(w)(xx)), it will remain as the most recently determined rate obtained from a Rate Page for a preceding Calculation Period. Designated Maturity: three months Spread: 0.05% Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Compounding: Inapplicable (B) Class A-1 Unpaid Coupon Amount: If on any Quarterly Distribution Date there is an A$ Class A-1 Unpaid Floating Amount, then on the Floating Rate Payer Payment Date which falls on that Quarterly Distribution Date, Party A will pay to Party B an amount calculated as follows: LIBOR $US UC = $A UC x ----- x US$ Exchange BBSW Rate where: $US UC = the amount to be paid by Party A; $A UC = the A$ Class A-1 Unpaid Floating Payment in relation to that Quarterly Distribution Date; LIBOR = the Floating Rate Option under this paragraph 5.1 in respect of the Reset Date which is the same day as that Floating Rate Payer Payment Date; BBSW = the Floating Rate Option under paragraph 5.2 in respect of the Reset Date which is the same day as that Floating Rate Payer Payment Date. 5.2 FLOATING AMOUNTS PAYABLE BY PARTY B (SUBJECT TO PARAGRAPH 9 OF THIS CONFIRMATION): (A) Floating Rate Payer: Party B Calculation Amount: For each Floating Rate Payer Payment Date, the A$ Equivalent of the aggregate Invested Amount of the Relevant Notes as at the first day of the Calculation Period ending on but excluding that Floating Rate Payer Payment Date Floating Rate Payer Payment Each Quarterly Distribution Date during Dates: the period commencing on and including 14 June 2006 and ending on and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention Floating Rate Option: AUD-BBR-BBSW Designated Maturity: three months Spread: 0.1475% Floating Rate Day Count Actual/365 (Fixed) Fraction: Reset Dates The first day of each Calculation Period Compounding: Inapplicable (B) A$ Class A-1 Unpaid Floating If on any Quarterly Distribution Date Amount: there is an A$ Class A-1 Unpaid Floating Amount, then on the Floating Rate Payer Payment Date which falls on that Quarterly Distribution Date Party B will pay to Party A the A$ Class A-1 Unpaid Floating Payment in relation to that Quarterly Distribution Date. 5.3 NO LIMIT TO RIGHTS: Nothing in paragraphs 5.1(b) or 5.2(b) is to be construed as limiting Party A's or Party B's rights in relation to a failure by the other to pay the full amount of a Floating Amount calculated in accordance with paragraphs 5.1(a) or 5.2(a), as applicable, on a Floating Rate Payer Payment Date (including any right to designate an Early Termination Date in accordance with Section 6(a) of the Agreement). 6. EXCHANGES 6.1 INITIAL EXCHANGE: Initial Exchange Date: Closing Date Party A Initial Exchange Amount: The A$ Equivalent of the Party B Initial Exchange Amount, being A$2,675,585,284.28 Party B Initial Exchange Amount: The Initial Invested Amount of the Relevant Notes on the Issue Date, being US$2,000,000,000. Notwithstanding Section 2(a)(ii) of the Agreement, Party A must pay the Party A Initial Exchange Amount to Party B by 4.00pm (Sydney time) on the Initial Exchange Date and Party B must pay Party A the Party B Initial Exchange Amount by 4.00pm (New York time) on the Initial Exchange Date. Section 2(a)(v) of the Agreement will not apply to the payments of the Initial Exchange Amounts. 6.2 INTERIM EXCHANGE: Interim Exchange Date: Each Quarterly Distribution Date (other than the Final Exchange Date) Party A Interim Exchange Amount: In respect of an Interim Exchange Date means the US$ Equivalent of the A$ Class A-1 Principal Amount in relation to the Quarterly Distribution Date occurring on that Interim Exchange Date Party B Interim Exchange Amount: In respect of an Interim Exchange Date means the A$ Class A-1 Principal Amount in relation to the Quarterly Distribution Date occurring on that Interim Exchange Date 6.3 FINAL EXCHANGE: Final Exchange Date: Termination Date Party A Final Exchange Amount: The US$ Equivalent of the A$ Class A-1 Principal Amount in relation to the Quarterly Distribution Date which is the Final Exchange Date Party B Final Exchange Amount: The A$ Class A-1 Principal Amount in relation to the Quarterly Distribution Date which is the Final Exchange Date 7. EXCHANGE RATES: For the purpose of the definitions of "A$ EQUIVALENT" and "US$ EQUIVALENT": US$ Exchange Rate: 0.7475 8. ACCOUNT DETAILS: 8.1 PAYMENTS TO PARTY A Account for payments in US$ The account notified in writing by Party A to Party B in accordance with Part 5(3)(ii) of the Schedule to the Agreement Account for payments in A$ The account notified in writing by Party A to Party B in accordance with Part 5(3)(i) of the Schedule to the Agreement 8.2 PAYMENTS TO PARTY B Account for payments in US$: The account notified in writing by the Principal Paying Agent to Party A in accordance with Part 5(2)(ii) of the Schedule to the Agreement Account for payments in A$: The account notified in writing by Party B to Party A in accordance with Part 5(2)(i) of the Schedule to the Agreement 9. NOTIFICATIONS TO PARTY A: On or before the Determination Time in respect of each Quarterly Distribution Date the Manager must notify Party A in writing of: (a) the A$ Class A-1 Principal Amount which the Manager has directed Party B to pay to Party A on that Quarterly Distribution Date pursuant to clause 10.7(a)(i) of the Series Supplement; (b) the A$ Class A-1 Floating Payment in relation to that Quarterly Distribution Date; (c) the amounts (if any) allocated to the Class A-1 Notes in respect of any Principal Charge-off or Principal Charge-off Reimbursement on the immediately preceding Determination Date in accordance with Conditions 7.9 and 7.10 of the Offered Note Conditions; and (d) the A$ Class A-1 Unpaid Floating Payment (if any) in relation to that Quarterly Distribution Date. 10. OFFICES: The Office of Party A for each Transaction is Sydney. The Office of Party B for each Transaction is Sydney. 11. EARLY TERMINATION: If an Early Termination Date is designated in respect of the Transaction: (a) an amount with respect to that Early Termination Date and the Transaction must be calculated in accordance with Section 6(e)(i)(3) or Section 6(e)(ii), as applicable, independently of any other Transactions (as defined in the Agreement) (including any other Currency Swaps) and notwithstanding that there are other Terminated Transactions in relation to that Early Termination Date; and (b) that amount (and any interest on it) must be paid in accordance with Section 6(d)(ii) in the Termination Currency specified in this Confirmation independently of amounts due by or to the payer in respect of other Terminated Transactions (and without set-off against amounts due to the payer under the Agreement or otherwise). 12. TERMINATION CURRENCY: US Dollars 13. REPLACEMENT DEFINITIONS: The definitions of "Prescribed Ratings" and "Prescribed Rating Period" in the Schedule to the Agreement are replaced in respect of this Transaction by the corresponding definitions set out in the attached Definitions Schedule. 14. KNOW YOUR CUSTOMER Subject to any confidentiality, privacy or general trust law obligations owed by Perpetual Trustee Company Limited to Noteholders and any applicable confidentiality or privacy laws, each party ("INFORMATION PROVIDER") agrees to provide any information and documents reasonably required by another party for that other party to comply with any applicable anti-money laundering or counter-terrorism financing laws including, without limitation, any laws imposing "know your customer" or other identification checks or procedures on a party, but only to the extent that such information is in the possession of, or otherwise readily available to, the Information Provider. Any party may decline to perform any obligation under the Transaction Documents to the extent that it forms the view, in its reasonable opinion, that notwithstanding that it has taken all reasonable steps to comply with such anti-money laundering or counter-terrorism financing laws, it is required to decline to perform those obligations under any such laws. 15. COMPLIANCE WITH REGULATION The Currency Swap Provider acknowledges AB and agrees that to the extent it agrees with the Manager that the Currency Swap Provider is "participating in the servicing function" in relation to the Series Trust within the meaning of Item 1122 of Regulation AB, clauses 16.31(b) and (d) of the Series Supplement will apply to this Agreement as if references to "the Servicer" in those clauses were references to the Currency Swap Provider and the definition of "Subcontractor" in clause 1.1 of the Series Supplement will be construed accordingly. 16. AMENDMENTS TO THE SCHEDULE The Schedule to the Agreement is amended with respect to this Transaction as set out in the attached Amendments Schedule. Please confirm that the above correctly sets out the terms of our agreement in respect of each Transaction to which this Confirmation relates by signing and returning this Confirmation to us by facsimile today. Executed documents will follow by mail. Yours sincerely SIGNED for and on behalf of COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 By: (Authorised Officer) Name: Title: CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE: CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE: SIGNED for and on behalf of SIGNED for and on behalf of PERPETUAL TRUSTEE SECURITISATION ADVISORY SERVICES PTY. COMPANY LIMITED ABN 42 000 001 007 LIMITED ABN 88 064 133 946 as trustee of the Medallion Trust Series 2006-1G By: By: (Authorised Officer ) (Authorised Officer) Name: Name: Title: Title: DEFINITIONS SCHEDULE In this Confirmation and in the Agreement to the extent that it relates to the Series Trust, unless the context otherwise requires: "A$ CLASS A-1 UNPAID FLOATING PAYMENT" means in relation to a Quarterly Distribution Date the amount available to be allocated towards payment to Party A in respect of A$ Class A-1 Unpaid Floating Amounts on that Quarterly Distribution Date in accordance with clause 10.3(j)(i) of the Series Supplement determined on the basis that all amounts allocated towards payment of A$ Class A-1 Floating Amounts and A$ Class A-1 Unpaid Floating Amounts pursuant to clause 10.3(j)(i) of the Series Supplement are allocated first towards payment of A$ Class A-1 Floating Amounts and then, once the A$ Class A-1 Floating Amounts are paid in full, towards payment of A$ Class A-1 Unpaid Floating Amounts. "AUD-BBR-BBSW" in relation to an Accrual Period means the rate appearing at approximately 10.00 am Sydney time on the Rate Set Date for 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: (a) on the Rate Set Date fewer than 4 banks are quoted on the Reuters Screen page "BBSW"; or (b) for any other reason the rate for that Rate Set Date cannot be determined in accordance with the foregoing procedures, then "AUD-BBR-BBSW" means such rate as is specified by the Manager having regard to comparable indices then available. "DETERMINATION TIME" in relation to a Quarterly Distribution Date means on or about 11.00am Sydney time 1 Business Day prior to that Quarterly Distribution Date. "OFFERED NOTE CONDITIONS" means the terms and conditions of the Relevant Notes annexed to the Relevant Notes. "OFFERED NOTE TRUST DEED" means the Offered Note Trust Deed dated on or about the date of this Confirmation between Party B, the Manager and the Relevant Note Trustee. "PRESCRIBED RATING PERIOD" means in relation to the credit ratings assigned by the Rating Agencies to Party A: (a) a period of 30 Business Days from the date when a credit rating assigned by a Rating Agency to Party A is less than the relevant Prescribed Rating but greater than or equal to: (i) by S&P, a short term credit rating of A-1; (ii) by Fitch, a short term credit rating of F2 or a long term credit rating of BBB+; and (iii) by Moody's, a short term credit rating of P-1 and a long term credit rating of A3; or (b) a period of 5 Business Days from the date when a credit rating assigned by a Rating Agency to Party A is less than: (i) by S&P, a short term credit rating of A-1; (ii) by Fitch, a short term credit rating of F2 or a long term credit rating of BBB+; and (iii) by Moody's, a short term credit rating of P-1 and a long term credit rating of A3; "PRESCRIBED RATINGS" means: (a) by S&P, a short term credit rating of A-1+; (b) by Fitch, a short term credit rating of F1 and a long term credit rating of A+; and (c) by Moody's, a short term credit rating of P-1 and a long term credit rating of A2. "QUARTERLY DISTRIBUTION DATE" has the same meaning as in the Series Supplement. "RELEVANT CALCULATION AMOUNT" means the Calculation Amount referred to in paragraph 5.1 of this Confirmation. "RELEVANT NOTES" means the Class A-1 Notes issued by the Trustee under the Offered Note Trust Deed. "RELEVANT NOTEHOLDERS" means the Class A-1 Noteholders as that term is defined in the Offered Note Trust Deed. "RELEVANT NOTE TRUSTEE" means The Bank of New York or, if The Bank of New York is removed or retires as the trustee for the Offered Noteholders, any person appointed from time to time in its place in accordance with the Offered Note Trust Deed. "SCHEDULED MATURITY DATE" has the same meaning as in the Series Supplement. "SECURITY TRUST DEED" means the Security Trust Deed dated on or 3 March 2006 between Party B, the Manager, the Relevant Note Trustee and P.T. Limited ABN 67 004 454 666. "SERIES SUPPLEMENT" means the Series Supplement dated on or 3 March 2006 between Party A, Homepath Pty Limited ABN 35 081 986 530, Party B and the Manager. Terms defined in the Offered Note Conditions have the same meaning in this Confirmation unless otherwise defined in this Confirmation. AMENDMENTS SCHEDULE Part 5(22)(a) of the Schedule to the Agreement is deleted and replaced with the following: "(a) (DOWNGRADE): If, as a result of the reduction or withdrawal of the credit rating of Party A, Party A is assigned a credit rating by a Rating Agency less than the relevant Prescribed Rating, Party A must by the expiry of the Prescribed Rating Period in relation to the credit ratings assigned by the Rating Agencies to Party A at that time (or such greater period as is agreed to in writing by each relevant Rating Agency), at its cost alone and at its election: (i) provided that the short term credit rating by S&P is greater than or equal to A-1 or the long term credit rating by S&P is greater than or equal to A-, lodge collateral in accordance with the Credit Support Annex in an amount equal to the Collateral Amount as defined in Part 5(22)(b) of this Schedule; (ii) enter into an agreement novating Party A's rights and obligations under this Agreement and each Transaction to a replacement counterparty acceptable to the Manager and which the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Relevant Notes; or (iii) enter into such other arrangements in respect of each Transaction which the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Relevant Notes, provided that Party A may not elect to lodge the amounts under paragraph (i) above if and while it ceases to have a short term credit rating of at least F2 by Fitch or a long term credit rating of at least BBB+ by Fitch. Notwithstanding that Party A has elected to satisfy its obligations pursuant to this Part 5(22)(a) in a particular manner, it may subsequently and from time to time vary the manner in which it satisfies its obligations pursuant to this Part 5(22)(a) (but will not be entitled to any additional grace period in relation to such a variation)."