First Amending Agreement to Liquidity Facility Agreement among Commonwealth Bank of Australia, Perpetual Trustee Company Limited, and Securitisation Advisory Services Pty Limited

  CLAYTON UTZ MEDALLION TRUST SERIES 2005-1G FIRST AMENDING AGREEMENT TO LIQUIDITY FACILITY AGREEMENT Commonwealth Bank of Australia ABN 48 123 123 124 Perpetual Trustee Company Limited ABN 42 000 001 007 Securitisation Advisory Services Pty Limited ABN 88 064 133 946 The Clayton Utz contact for this document is LOUISE MCCOACH ON +61 2 9353 4000 Clayton Utz Lawyers Levels 19-35 No. 1 O'Connell Street Sydney NSW 2000 Australia PO Box H3 Australia Square Sydney NSW 1215 T +61 2 9353 4000 F +61 2 8220 6700 WWW.CLAYTONUTZ.COM Our reference 801/657/80019362  TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATIONS.....................................1 1.1 Definitions.................................................1 1.2 Interpretation..............................................1 2. AMENDMENT TO LIQUIDITY FACILITY AGREEMENT...........................1 3. CONFIRMATION........................................................2 4. MISCELLANEOUS.......................................................2 4.1 Governing Law...............................................2 4.2 Counterparts................................................2 4.3 Direction by the Manager....................................2 4.4 Trustee's Limitation of Liability...........................2 i  FIRST AMENDING AGREEMENT MADE AT SYDNEY ON 25 JANUARY 2005 PARTIES COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 of Level 1, 48 Martin Place, Sydney, NSW 2000 Australia ("LIQUIDITY FACILITY PROVIDER") PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of Level 7, 9 Castlereagh Street, Sydney, NSW 2000 Australia in its capacity as trustee of the Series Trust ("TRUSTEE") SECURITISATION ADVISORY SERVICES PTY LIMITED ABN 88 064 133 946 of Level 7, 48 Martin Place, Sydney, NSW 2000 Australia ("SAS" and also hereinafter included within the expression the "MANAGER") BACKGROUND A. On 21 January 2005 the Liquidity Facility Provider, the Manager and the Trustee entered into a Liquidity Facility Agreement (the "LIQUIDITY FACILITY AGREEMENT"). B. The Liquidity Facility Provider, the Manager and the Trustee wish to amend the Liquidity Facility Agreement as hereinafter provided. C. Pursuant to clause 19.8 of the Liquidity Facility Agreement, the Liquidity Facility Agreement may be amended only in accordance with the provisions of clause 33.1(b) of the Series Supplement. D. Clause 33.1(b) of the Series Supplement provides that neither the Trustee nor the Manager may amend any Transaction Document (other than the Master Trust Deed, the Series Supplement, the Security Trust Deed, the Offered Note Trust Deed and the Offered Notes) unless each Rating Agency has issued a Rating Affirmation Notice in relation to the amendment. E. The Liquidity Facility Agreement is a Transaction Document for the purposes of the Series Supplement. F. Each Rating Agency has issued a Rating Affirmation Notice in relation to the amendment as hereinafter provided. THIS AGREEMENT PROVIDES - ------------------------------------------------------------------------------ 1. DEFINITIONS AND INTERPRETATIONS 1.1 DEFINITIONS Unless defined in this Agreement, all terms as defined in the Liquidity Facility Agreement have the same meanings in this Agreement. 1.2 INTERPRETATION Clauses 1.2 to 1.5 of the Liquidity Facility Agreement apply to this Agreement as if set out herein in full. - ------------------------------------------------------------------------------ 2. AMENDMENT TO LIQUIDITY FACILITY AGREEMENT The Liquidity Facility Agreement is amended as follows: 1  (a) (DEFINITION OF FACILITY LIMIT): paragraph (a) in the definition of "Facility Limit" in clause 1.1 of the Liquidity Facility Agreement is deleted and replaced with: "(a) A$42 million;". - ------------------------------------------------------------------------------ 3. CONFIRMATION The provisions of the Liquidity Facility Agreement, as amended by clause 2, remain in full force and effect. - ------------------------------------------------------------------------------ 4. MISCELLANEOUS 4.1 GOVERNING LAW This Agreement is to be governed by and construed in accordance with the laws of New South Wales. 4.2 COUNTERPARTS This Agreement may be executed in a number of counterparts, all of which taken together will be deemed to constitute one and the same document. 4.3 DIRECTION BY THE MANAGER By its execution of this Agreement, the Manager directs the Trustee to enter into this Agreement. 4.4 TRUSTEE'S LIMITATION OF LIABILITY Clause 15 of the Liquidity Facility Agreement applies to this Agreement as if set out herein in full. EXECUTED as an agreement. SIGNED SEALED AND DELIVERED for and on behalf of COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124 by its Attorney under a Power of Attorney dated and registered --------------------------------- Book No. and Signature the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of: - ----------------------------------------- Signature of Witness - ----------------------------------------- Name of Witness in full 2  SIGNED SEALED AND DELIVERED for and on behalf of PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007 by its Attorney under a Power of Attorney dated and registered --------------------------------- Book No. and Signature the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of: - ----------------------------------------- Signature of Witness - ----------------------------------------- Name of Witness in full SIGNED SEALED AND DELIVERED for and on behalf of SECURITISATION ADVISORY SERVICES PTY LIMITED, ABN 88 064 133 946 by its Attorney under a Power of Attorney dated and registered --------------------------------- Book No. and Signature the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of: - ----------------------------------------- Signature of Witness - ----------------------------------------- Name of Witness in full 3