Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company — Form S-11
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-11/A Pre-Effective Amendment to Registration Statement HTML 1.20M
for Securities of a Real Estate Company
2: EX-1.1 Underwriting Agreement 35 113K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 188K
4: EX-4.1 Instrument Defining the Rights of Security Holders 233 781K
5: EX-4.2 Instrument Defining the Rights of Security Holders 8 22K
6: EX-4.4 Instrument Defining the Rights of Security Holders 44 155K
7: EX-4.5 Instrument Defining the Rights of Security Holders 133 487K
8: EX-5.1 Opinion re: Legality 3 16K
9: EX-8.2 Opinion re: Tax Matters 2 11K
10: EX-10.1 Material Contract HTML 105K
11: EX-10.2 Material Contract HTML 563K
12: EX-10.3 Material Contract 17 65K
13: EX-10.4 Material Contract 17 66K
14: EX-10.5 Material Contract 23 78K
15: EX-25.1 Statement re: Eligibility of Trustee HTML 40K
16: EX-99.1 Miscellaneous Exhibit 2 11K
EX-4.2 — Instrument Defining the Rights of Security Holders
| EX-4.2 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 4.2
Amending Agreement
Permanent Custodians Limited
Australian Securitisation Management Pty Limited
Australian Mortgage Securities Ltd
ABN AMRO Bank N.V.
ARMS II Global Fund 3
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Tel 61 2 9230 4000
Fax 61 2 9230 5333
www.aar.com.au
(C) Copyright Allens Arthur Robinson 2004
[ALLENS ARTHUR ROBINSON LOGO]
Amending Agreement
TABLE OF CONTENTS
[Enlarge/Download Table]
1. DEFINITIONS AND INTERPRETATION 2
1.1 Definitions 2
1.2 Incorporation of Definitions 3
1.3 Incorporation of Clause 1.2 and Clause 25.9 of the Global Master Trust Deed 3
2. AMENDMENTS 3
3. DIRECTION BY ASM 3
4. GOVERNING LAW 3
4.1 Governing law 3
4.2 Jurisdiction 3
5. COUNTERPARTS 4
Schedule 5
Page (i)
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Amending Agreement
DATE
PARTIES
1. PERMANENT CUSTODIANS LIMITED (ACN 001 426 384) of Level 4, 35
Clarence Street, Sydney, NSW 2000 (PCL);
2. AUSTRALIAN SECURITISATION MANAGEMENT PTY LIMITED (ACN 103 852 428)
of Level 6, 12 Castlereagh Street, Sydney, NSW 2000 (ASM);
3. AUSTRALIAN MORTGAGE SECURITIES LTD (ABN 89 003 072 446) of Level 6,
12 Castlereagh Street, Sydney, NSW 2000 (AMS); and
4. ABN AMRO BANK N.V. (ABN 84 079 478 612) of Level 4, ABN AMRO Tower,
88 Phillip Street, Sydney, NSW 2000 (ABN).
RECITALS
A The parties are entering into this Agreement to amend the IRRMA and
the ISDA Master Agreement insofar as they apply to the Fund.
B For the purposes of clause 19.7 of the IRRMA and Section 9(b) of the
ISDA Master Agreement, each Designated Rating Agency has confirmed
in writing that the amendments to the IRRMA and the ISDA Master
Agreement set out in this Agreement will not have an adverse effect
on the credit rating of any Rated Fund.
IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, the following words have the following meanings:
AMENDED IRRMA means the IRRMA, as amended in accordance with clause 2(a).
AMENDED ISDA MASTER AGREEMENT means the ISDA Master Agreement, as amended
in accordance with clause 2(b).
FUND means the trust fund constituted under and in accordance with the
Global Master Trust Deed by a Fund Creation Notice dated 19 December 2003
and known as ARMS II GLOBAL FUND 3.
GLOBAL MASTER TRUST DEED means the Master Trust Deed dated 7 March 1995
between PCL and AMS, as amended and restated from time to time.
IRRMA means the Interest Rate Risk Management Agreement dated 11 June
1999 between PCL, AMS and ABN, as amended from time to time.
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Amending Agreement
ISDA MASTER AGREEMENT means the ISDA Master Agreement dated 11 June 1999
between PCL, AMS and ABN, as amended by an Amending and Accession
Agreement dated 28 May 2003 between the same parties as this Agreement.
1.2 INCORPORATION OF DEFINITIONS
Unless the context otherwise requires or unless otherwise defined in this
Agreement, words and expressions which are defined in the IRRMA (whether
specifically or by incorporation by reference) have the same meanings
where used in this Agreement.
1.3 INCORPORATION OF CLAUSE 1.2 AND CLAUSE 25.9 OF THE GLOBAL MASTER TRUST
DEED
Clause 1.2 and clause 25.9 of the Global Master Trust Deed are
incorporated into this Agreement as if set out in full in this Agreement
but as if references to THIS DEED were references to THIS AGREEMENT.
2. AMENDMENTS
On and from the date of this Agreement:
(a) pursuant to clause 19.7 of the IRRMA, the IRRMA is amended,
insofar as it applies to the Fund, as set out in the Schedule; and
(b) pursuant to Section 9(b) of the ISDA Master Agreement, the ISDA
Master Agreement is amended, insofar as it applies to the Fund, by
replacing the definition of INTEREST RATE RISK MANAGEMENT
AGREEMENT in Section 14 of the ISDA Master Agreement with the
following:
""INTEREST RATE RISK MANAGEMENT AGREEMENT" means the agreement, so
entitled, between Party A, Party B and the Trust Manager dated 11
June 1999, as amended by an Amending and Accession Agreement dated
28 May 2003 and an Amending Agreement dated January 2004".
3. DIRECTION BY ASM
ASM in its capacity as trust manager of the Fund directs PCL (as trustee
of the Fund) to enter into and perform its obligations under the Amended
IRRMA, the Amended ISDA Master Agreement and each Transaction entered
into by PCL as trustee of the Fund.
4. GOVERNING LAW
4.1 GOVERNING LAW
This Agreement is governed by and shall be construed in accordance with
the laws of England.
4.2 JURISDICTION
The parties irrevocably and unconditionally submit to the non exclusive
jurisdiction of the courts of England and any courts which have
jurisdiction to hear appeals from any of those courts and the parties
waive any right to object to any proceedings being brought in those
courts because the venue is inconvenient, the courts lack jurisdiction or
any other reason.
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Amending Agreement
5. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by
different parties on different counterparts each of which shall
constitute an original, but all of which together shall constitute one
and the same instrument.
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Amending Agreement
SCHEDULE
The IRRMA is amended, insofar as it applies to the Fund, by replacing clause 1.5
of the IRRMA with the following:
"1.5 ABN'S CREDIT RATING
If, at any time, ABN does not have a credit rating equal to or
higher than the Prescribed Rating, it must, at its cost alone:
(a) where it has a short term credit rating of less than A-1 by
S&P or P-1 by Moody's or a long term credit rating of not
less than A2 by Moody's, within 30 days of the downgrade,
either:
(i) novate its obligations under each Transaction in
relation to an Approved Issuing Fund that is a Rated
Fund to a replacement party with a credit rating not
less than the Prescribed Rating; or
(ii) establish cash collateralisation arrangements in
support of its obligations under each Transaction in
relation to an Approved Issuing Fund that is a Rated
Fund which each relevant Designated Rating Agency
confirms will not result in a reduction,
qualification or withdrawal of the rating of any
Bond issued by that Approved Issuing Fund; or
(b) where it has a long term credit rating of less than A2 by
Moody's, within 5 Business Days of the downgrade, either:
(i) novate its obligations under each Transaction in
relation to an Approved Issuing Fund that is a Rated
Fund to a replacement party with a credit rating not
less than the Prescribed Rating; or
(ii) enter into such other arrangements in respect of
each Transaction in relation to an Approved Issuing
Fund that is a Rated Fund which each relevant
Designated Rating Agency confirms will not result in
a reduction, qualification or withdrawal of the
rating of any Bond issued by that Approved Issuing
Fund."
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Amending Agreement
EXECUTED as an agreement in Sydney.
Each attorney executing this Agreement states that he or she has no notice of
revocation or suspension of his or her power of attorney.
PCL
SIGNED for PERMANENT CUSTODIANS LIMITED by
its attorneys under power of attorney in the
presence of:
------------------------------------- -------------------------------------
Witness Signature Attorney Signature
------------------------------------- -------------------------------------
Print Name Print Name
-------------------------------------
Attorney Signature
-------------------------------------
Print Name
AMS
SIGNED for AUSTRALIAN MORTGAGE SECURITIES LTD
by its attorney under power of attorney in the
presence of:
------------------------------------- -------------------------------------
Witness Signature Attorney Signature
------------------------------------- -------------------------------------
Print Name Print Name
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Amending Agreement
ASM
SIGNED for AUSTRALIAN SECURITISATION
MANAGEMENT PTY LIMITED by its attorney under
power of attorney in the presence of:
------------------------------------- -------------------------------------
Witness Signature Attorney Signature
------------------------------------- -------------------------------------
Print Name Print Name
ABN
SIGNED for ABN AMRO BANK N.V. by its
attorney under power of attorney in the presence
of:
------------------------------------- -------------------------------------
Witness Signature Attorney Signature
------------------------------------- -------------------------------------
Print Name Print Name
Page 7
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