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Macquarie Group Limited Major Shareholding Notification 2014
10518_rns_2014-04-01_58f049a6-af3d-4bc5-b0ec-2268fe2a916a.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To: | Company Name/Scheme ABN/ACN/ARSN |
Shopping Centres Australasia Property Group Re Ltd 47 158 809 851 |
SCP.AX |
|---|---|---|---|
| 1. Details of substantial holder | |||
| Name | Macquarie Group Limited ('MQG'); and | ||
| its controlled bodies corporate listed in Annexure A | |||
| ABN/ACN/ARSN (if applicable) | ('Macquarie Group Entities') 122 169 279 |
||
| The holder became a substantial holder on: | 28 March 2014 |
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
| Class of securities | Number of securities | Person's votes | Voting power |
|---|---|---|---|
| 'FPO' | 32,625,450 | 32,625,450 | 5.02% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest | Number of securities | Class |
|---|---|---|---|
| MACQUARIE BANK LIMITED | Pursuant to section 608 of the Corporations Act | 30,371,332 | FPO |
| MACQUARIE INVESTMENT MANAGEMENT LTD |
Pursuant to section 608 of the Corporations Act | 2,189,946 | FPO |
| MACQUARIE LIFE LIMITED | Pursuant to section 608 of the Corporations Act | 62,413 | FPO |
| MACQUARIE PRIVATE PORTFOLIO | Pursuant to section 608 of the Corporations Act | 1,759 | FPO |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Registered holder of securities | Person entitled to be registered | Number of securities | Class |
|---|---|---|---|---|
| as holder | ||||
| MACQUARIE BANK LIMITED | MACQUARIE BANK LIMITED | MACQUARIE BANK LIMITED | 30,371,332 | FPO |
| MACQUARIE INVESTMENT | BOND STREET CUSTODIANS LIMITED | BOND STREET CUSTODIANS | 2,018,391 | |
| MANAGEMENT LTD | LIMITED | FPO | ||
| HSBC Bank Australia Limited | HSBC Bank Australia Limited | 171,555 | FPO | |
| MACQUARIE LIFE LIMITED | BOND STREET CUSTODIANS LIMITED | BOND STREET CUSTODIANS | 62,413 | |
| LIMITED | FPO | |||
| MACQUARIE PRIVATE | ||||
| PORTFOLIO MANAGEMENT | HSBC Australia | HSBC Australia | 1,759 | FPO |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration | Number of securities | Class |
|---|---|---|---|---|
| See Annexure B |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| Macquarie Group Limited & | Controlled Bodies Corporate |
| Macquarie Group Entities |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| MACQUARIE BANK LIMITED | Level 3 25 National Circuit Forrest Australian Capital Territory Australia 2603 |
| MACQUARIE INVESTMENT MANAGEMENT | |
| LTD | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| MACQUARIE LIFE LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| MACQUARIE PRIVATE PORTFOLIO | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| BOND STREET CUSTODIANS LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| HSBC Bank Australia Limited | Level 31 HSBC Centre, 580 George St, Sydney NSW 2000 |
Signature
Print name Dennis Leong Capacity Company Secretary Sign here Date 2 April 2014
ANNEXURE 'A'
This is the annexure marked 'A' of 19 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
Controlled Bodies Corporate
| ACN / Company No | Entity Name | Incorp Country |
|---|---|---|
| unlisted | Taurus Enhanced Gold and Precious Metals Fund | Australia |
| 4649834 | 1135-1139 WESTMINSTER INC. | United States |
| 1486261 | 1486261 Ontario Limited | Canada |
| 133419708 | 160 CENTRAL HOLDING COMPANY PTY LIMITED | Australia |
| 2279716 | 2279716 Ontario Limited | Canada |
| 124437574 | ACCESS GP CO PTY LIMITED | Australia |
| 124437421 | ACCESS LP CO PTY LIMITED | Australia |
| 153 275 677 | ACN 153 275 677 Pty Ltd | Australia |
| 5170061 | Adreca Holdings Corp. | United States |
| 1033353 | AIRCRAFT ON GROUND, INC. | United States |
| 75176813 | AIRPORT MOTORWAY INFRASTRUCTURE NO.1 PTY LIMITED | Australia |
| 75176859 | AIRPORT MOTORWAY INFRASTRUCTURE NO.3 PTY LIMITED | Australia |
| 75176993 | AIRPORT MOTORWAY INFRASTRUCTURE NO.4 PTY LIMITED | Australia |
| 81119477 | ALLOCA (NO. 4) PTY. LIMITED | Australia |
| 141 710 527 | ALMOND HOLDCO PTY LIMITED (IN DEREGISTRATION) | Australia |
| 3936270 | Alster & Thames Partners (USA) LLC | United States |
| WK-145138 | Alster & Thames Partners, Ltd. | Cayman Islands |
| 8300092 | Amador / Parkway Loan Holder LLC | United States |
| 08.266.585/0001-04 | AMAZON PARTICIPACOES DO BRASIL S.A. | Brazil |
| 800004897 | AOG EUROPE, LTD. | United States |
| 800037055 | AOG TANK TIGERS, INC. | United States |
| 112 951 292 | ARES CAPITAL MANAGEMENT INTERNATIONAL PTY LTD | Australia |
| ARES CAPITAL MANAGEMENT INTERNATIONAL TRUST | Australia | |
| 113 861 046 | ARES CAPITAL MANAGEMENT PTY LTD | Australia |
| ARES CAPITAL MANAGEMENT TRUST | Australia | |
| 128 115 266 | ARES INTERNATIONAL RESEARCH PTY LTD | Australia |
| 128 115 248 | ARES RESEARCH PTY LTD | Australia |
| 124437609 | ASIAN PACIFIC PROPERTY 2007 PTY LIMITED | Australia |
| 136 524 975 | AUSTRALIAN SOLAR POWER CONSORTIUM PTY LTD | Australia |
| 3336426 | AVENAL POWER CENTER, LLC | United States |
| 600 235 951 | AVIATION TECHNICAL SERVICES INC. | United States |
| 3595090 | AWHR America's Water Heater Rentals, L.L.C. | United States |
| 4029153 | AWHR Five, LLC | United States |
| 4029149 | AWHR Four, LLC | United States |
| 4029145 | AWHR One, LLC | United States |
| 4029154 | AWHR Six, LLC | United States |
| 4029148 | AWHR Three, LLC | United States |
| 4029147 | AWHR Two, LLC | United States |
| 304030 | A.C.N. 000 304 030 PTY LIMITED (IN LIQUIDATION) | Australia |
| 67299923 | A.C.N. 067 299 923 PTY LTD | Australia |
| 127162485 | A.C.N. 127 162 485 PTY LTD (IN LIQUIDATION) | Australia |
| 127294946 | A.C.N. 127 294 946 PTY LTD (IN LIQUIDATION) | Australia |
| 127329337 | A.C.N. 127 329 337 PTY LIMITED | Australia |
| 136 024 970 | A.C.N. 136 024 970 PTY LTD | Australia |
| 154 402 927 | A.C.N. 154 402 927 Pty Ltd | Australia |
| 59814818 | BAROSSA GE PTY LIMITED | Australia |
| HRB 177683 | BE Geothermal GmbH | Germany |
| 158 626 549 | BECAG PTY LIMITED | Australia |
| 8604966 | BELIKE NOMINEES PTY. LIMITED | Australia |
| HRB 187113 | Bernried Erdwärme Kraftwerk GmbH | Germany |
| 128681809 | BESPOKE CUSTODIANS PTY LIMITED (IN LIQUIDATION) | Australia |
| 4522327 | BIG SANDY CREEK WIND, LLC | United States |
| 200921079K | BIOCARBON GROUP PTE. LIMITED (Former Non-Bank Group) | Singapore |
| 131 532 735 | BIOCARBON SERVICES PTY LIMITED | Australia |
| 131 532 735 | BIOCARBON SERVICES PTY LIMITED (Former Non-Bank Group) | Australia |
| Blue Grass Abstract LLC | United States | |
| Blueshine, LLC | United States | |
| 5182626 | Boketo LLC | United States |
| 8607065 | BOND STREET CUSTODIANS LIMITED | Australia |
| 8606924 | BOND STREET INVESTMENTS PTY. LIMITED | Australia |
| 71247606 | BOND STREET LEASE MANAGEMENT PTY LIMITED (IN | Australia |
| BOOTH STAFF LOANS TRUST | Australia |
| 4680004 | BOSTON AUSTRALIA PTY LIMITED | Australia |
|---|---|---|
| 5008702 | BOSTON LEASING PTY. LIMITED | Australia |
| C0593320 | BREK MANUFACTURING CO. | United States |
| 1218745 | BROOK ASSET MANAGEMENT LIMITED | New Zealand |
| 1855508 | BROOK ASSET MANAGEMENT PTY LIMITED | New Zealand |
| B64188642 | Bruna Moon S.L. | Spain |
| BUCKLING STAFF LOANS TRUST | Australia | |
| 88217 | Bunhill Investments Unlimited | Jersey |
| 2865830 | BUTTONWOOD NOMINEES PTY LIMITED | Australia |
| 79173381 | CAMPUS INTERNATIONAL HOLDINGS PTY. LTD | Australia |
| CAMPUS INTERNATIONAL HOLDINGS UNIT TRUST | Australia | |
| 4644364 | CANADIAN BREAKS LLC | United States |
| Not Registered | CANTERBURY COURT HOLDINGS TRUST | Australia |
| 4800336 | Capital Meters Holdings Limited | United Kingdom |
| 4800317 | Capital Meters Limited | United Kingdom |
| B86295391 | Captico Investments, S.L. | Spain |
| 113484165 | CENTAURUS INVESTOR PTY LIMITED | Australia |
| B 142637 | Chartreuse et Mont Blanc Global Holdings S.C.A. | Luxembourg |
| B 142634 | Chartreuse et Mont Blanc GP S.a r.l. | Luxembourg |
| B 142635 | Chartreuse et Mont Blanc Holdings S.a r.l. | Luxembourg |
| 508 758 745 RCS Paris | Chartreuse et Mont Blanc SAS | France |
| 46527C1/GBL | CHINA PROPERTY INVESTMENTS LIMITED | Mauritius |
| WK-133807 | Chiswell Investments Limited | Cayman Islands |
| 2228708 | CIORL LP Limited | Canada |
| Closing Documentation Services, LLC | United States | |
| CMC Holdco Inc. | United States | |
| CMC Industries Inc. | United States | |
| CMC Railroad III-A, Inc. | United States | |
| CMC Railroad III-B, Inc. | United States | |
| CMC Railroad III-C, Inc. | United States | |
| CMC Railroad III-D, Inc. | United States | |
| CMC Railroad III, Inc. | United States | |
| CMC Railroad Inc. | United States | |
| 3709185 | Columbia Service Partners of Kentucky, Inc. | United States |
| 3709185 3709187 |
Columbia Service Partners of Ohio, Inc. Columbia Service Partners of Pennsylvania, Inc. |
United States United States |
| 3709182 | Columbia Service Partners of West Virginia, Inc. | United States |
| 2603344 | Columbia Service Partners, Inc. | United States |
| Commerce and Industry Brokerage Inc. | United States | |
| 79775134 | CONCEPT BLUE PROPERTY PTY LTD | Australia |
| 104379491 | CORIOLIS HOLDINGS PTY LIMITED - IN LIQUIDATION | Australia |
| 3241012 | Corona Energy Limited | United Kingdom |
| 3241002 | Corona Energy Retail 1 Limited | United Kingdom |
| SC138229 | Corona Energy Retail 2 Limited | United Kingdom |
| 2746961 | Corona Energy Retail 3 Limited | United Kingdom |
| 2798334 | Corona Energy Retail 4 Limited | United Kingdom |
| 2879748 | Corona Gas Management Limited | United Kingdom |
| COWLEY MAP STAFF LOANS TRUST | Australia | |
| 64075C1/GBL | DALIAN II HOLDING COMPANY LIMITED | Mauritius |
| 147 091 227 | DATAFIRM PTY LIMITED | Australia |
| Delaware Alternative Strategies | United States | |
| Delaware Asset Advisers | United States | |
| Delaware Capital Management | United States | |
| Delaware Capital Management Advisers, Inc. | United States | |
| Delaware Distributors, Inc. | United States | |
| Delaware Distributors, L.P. | United States | |
| Delaware Foundation Equity Fund | United States | |
| Delaware Global Opportunities Partners, Inc. | United States | |
| Delaware Investment Advisers Delaware Investments U.S., Inc. |
United States United States |
|
| Delaware Lincoln Cash Management | United States | |
| Delaware Management Business Trust | United States | |
| Delaware Management Company | United States | |
| Delaware Management Company, Inc. | United States | |
| no | Delaware Management Holdings, Inc. | United States |
| Delaware Management Trust Company | United States | |
| Delaware Service Company, Inc. | United States | |
| Delaware Structured Assets Parnters, Inc. | United States | |
| DELTA1 FINANCE TRUST | Australia | |
| 5843681 | Despen Bayle Limited | United Kingdom |
| 8606871 | DEXIN NOMINEES PTY. LIMITED | Australia |
| B86081437 | Dextertown SL | Spain |
| 101 190 569 | DIVCO 116 PTY LIMITED | Australia |
| 101 190 649 | DIVCO 126 PTY LIMITED | Australia |
| 097 289 999 | DIVCO 84 PTY LIMITED | Australia |
| DIVERSIFIED CMBS AUSTRALIA HOLDINGS PTY LIMITED (IN | ||
|---|---|---|
| 109819418 | DEREGISTRATION) | Australia |
| 110311 | Divisadero Leasing Ltd. | Cayman Islands |
| 128078615 | DMH Corp. EAST VICTORIA PARK JOINT VENTURE PTY LIMITED - IN LIQUIDATION |
United States Australia |
| 94631964 | EASTERN SEA INVESTMENTS PTY LIMITED | Australia |
| Elements Trust | Australia | |
| 69344001 | ELISE NOMINEES PTY LIMITED | Australia |
| 6435810 | EQUITAS NOMINEES PTY. LIMITED | Australia |
| 4605170 | ERC Holdco LLC | United States |
| 116532542 | ESCALATOR 2005-2 (COMMODITIES INDEX) PTY LIMITED (IN DEREGISTRATION) |
Australia |
| 116532533 | ESCALATOR 2005-2 (EQUITIES INDEX) PTY LIMITED (IN | Australia |
| ESCALATOR 2005 (COMMODITIES INDEX) PTY LIMITED (IN | ||
| 114174211 | DEREGISTRATION) | Australia |
| 114174220 | ESCALATOR 2005 (EQUITIES INDEX) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 120435841 | ESCALATOR 2006 (AUSTRALIAN PROPERTY) PTY LIMITED (IN DEREGISTRATION) |
Australia |
| 111360528 | ESCALATOR AUSTRALIAN INVESTMENT COMPANY PTY LIMITED | Australia |
| 111494574 | ESCALATOR GP CO PTY LIMITED | Australia |
| 111494663 | ESCALATOR INCOME NOTE CO PTY LIMITED | Australia |
| 111494467 | ESCALATOR LP CO PTY LIMITED | Australia |
| 79878783 4721352 |
EURO FIN CO PTY LTD FAS 1 LLC |
Australia United States |
| 9636131 | FELTER PTY LIMITED - IN LIQUIDATION | Australia |
| 137357 | FINCH SECURITIES LIMITED | Cayman Islands |
| 779889 | FIRST CHINA PROPERTY GROUP LIMITED | Hong Kong |
| 779887 | FIRST CHINA PROPERTY MANAGEMENT LIMITED | Hong Kong |
| 8604466 3432790 |
FOUCAULT PTY LIMITED - IN LIQUIDATION Four Corners Capital Management, LLC |
Australia United States |
| Fox-Pitt Kelton Cochran Caronia Waller LLC | United States | |
| Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC | United States | |
| 2897779 | Fox-Pitt, Kelton Group Limited | United Kingdom |
| 1601171 | Fox-Pitt, Kelton Limited | United Kingdom |
| 32157 692337 |
Fox-Pitt, Kelton N.V. FOX-PITT, KELTON (ASIA) LIMITED |
Curaçao Hong Kong |
| 99228 | FPK Capital I CIP GP Limited | Jersey |
| 989 | FPK Capital I CIP L.P. | Jersey |
| 4222775 | Fremantle Energy Holdings, LLC | United States |
| 4222772 3930054 |
Fremantle Energy, LLC Fremantle Wind Holdings Inc. |
United States United States |
| 106204862 | FUNDCORP PTY LIMITED | Australia |
| 8542685 | GALANTHUS AUSTRALIA PTY LIMITED - IN LIQUIDATION | Australia |
| 1581031 | GALANTHUS LEASING PTY LIMITED | Australia |
| B86230539 | Ganeta Investments SL | Spain |
| 68104558 | GARACHINE PTY LIMITED (In LIquidation) Garrison Energy Center LLC |
Australia United States |
| 54001400 | GATESUN PTY. LIMITED | Australia |
| 109964 | Geary Leasing Limited | Cayman Islands |
| 1332891 | GENERATOR BONDS LIMITED | New Zealand |
| 108026437 | GENERATOR CHARITIES AUSTRALIA PTY LIMITED | Australia |
| 103116954 | GENERATOR INVESTMENTS AUSTRALIA PTY LIMITED | Australia |
| 9642942 105819181 |
GILLMAN PTY. LIMITED GLOBAL DEBT INVESTMENTS NO.4 PTY LIMITED (IN LIQUIDATION) |
Australia Australia |
| MC143292 | GLOBAL STAR GP LTD | Cayman Islands |
| 8604484 | GLORIOLE PTY LIMITED - IN LIQUIDATION | Australia |
| N/A | Goldman Sachs Commodity Alpha Beta Portfolio class C | Luxembourg |
| 5481707 | Goonzaran Bluebell Funding Limited | United Kingdom |
| 5473771 4521455 |
Goonzaran Bluebell Leasing Limited Groupe Rossignol Canada Inc. |
United Kingdom Canada |
| 0100-01-086076 | GROUPE ROSSIGNOL KK | Japan |
| 148 217 029 | HARRIS DAIRIES LIMITED | Australia |
| 148 217 029 | HARRIS DAIRIES LIMITED (Former Bank Group) | Australia |
| 3416168 | Harrison Leasing Corporation | United States |
| 415492 125438600 |
HBEAR CO. NO.1 LIMITED HENDERSON WA PTY LIMITED |
Ireland Australia |
| not registered | HENDERSON WA TRUST | Australia |
| Hermes BPK Greater China Fund (a sub-fund of Hermes BPK Funds PLC) | Ireland | |
| 4317904 | High Lonesome Wind, LLC | United States |
| 758010 | HILLSAM NOMINEES PTY. LIMITED (IN LIQUIDATION) | Australia |
| 104173891 | HOBSON STAFF LOANS TRUST HUB X PTY LIMITED |
Australia Australia |
| 2563271 | Huntsmen Corporation | United States |
| 97666 | Hydra Investments 2007 Limited | Jersey |
| 2757020 | IDAMENEO (NO. 79) NOMINEES PTY. LIMITED | Australia |
| 9642979 | INDEMCO PTY LIMITED (IN DEREGISTRATION) | Australia |
| Indiana TLP, LLC | United States | |
|---|---|---|
| HRA43929 | Industrial Investments Germany GmbH & Co. KG | Germany |
| 65764 | INFRASTRUCTURE INVESTMENT NO. 2 LTD. | Cayman Islands |
| 73710942 | INFRASTRUCTURE INVESTMENTS NO 1 PTY LIMITED | Australia |
| International Ag Insurance Solutions LLC | United States | |
| IRVING STAFF LOANS TRUST | Australia | |
| CR-113608 | Jackson Leasing Limited | Cayman Islands |
| 72362 | Jet Leasing LDC | Cayman Islands |
| 0100-02-036303 | JIG HOLDINGS LIMITED | Japan |
| JOHNSON MAP STAFF LOANS TRUST | Australia | |
| 9641114 | JUBILEE PTY. LIMITED | Australia |
| 464138 | Juuichi Limited | Ireland |
| 254939 | Kandahar Sp. z o.o. (in liquidation) | Poland |
| CR-113609 | Kearny Leasing Limited | Cayman Islands |
| 4721412 | Keba Energy LLC | United States |
| 4310212 | Knik Arm Crossing, LLC | United States |
| 140 135 379 3250833 |
LAKE GEORGE WIND FARM DEVELOPMENTS PTY LTD LANROD PTY LIMITED - IN LIQUIDATION |
Australia Australia |
| 491404 | Leannta PPP Investments Limited (in voluntary liquidation) | Ireland |
| 130271108 | LEARNSPACE VIC HOLDINGS PTY LIMITED (IN LIQUIDATION) | Australia |
| 130271180 | LEARNSPACE VIC PTY LIMITED (IN LIQUIDATION) | Australia |
| 8272295 | Levantera Developments Limited | United Kingdom |
| 4708904 | LG BIOMASS MISSOURI LLC | United States |
| 8604920 | LIANA PTY. LIMITED | Australia |
| Liberty Green Renewables Indiana, LLC | United States | |
| Lien Data Services, LLC | United States | |
| HRB80214 | Lightning Bolt Germany GmbH | Germany |
| CH -217-3534284-8 | LISA Lange International Sarl | Switzerland |
| 131532664 | LIVING EDUCATION HOLDINGS PTY LTD | Australia |
| 131532637 | LIVING EDUCATION PTY LTD | Australia |
| 397 727 397 RCS NEVERS | Look Fixations S.A.S. | France |
| 118029664 | M & I DEBT INVESTMENTS PTY LIMITED (IN DEREGISTRATION) | Australia |
| 118029342 | M & I INVESTMENTS HOLDINGS PTY LIMITED (IN DEREGISTRATION) | Australia |
| MAC FUND ONE TRUST | Australia | |
| 4717557 | MACQUARIE 55 NINTH ST INC. | United States |
| 30416 | MACQUARIE ABSOLUTE RETURN STRATEGIES GLOBAL LIMITED | Bermuda |
| 8594885 | MACQUARIE ACCEPTANCES LIMITED | Australia |
| 95180788 95180788 |
MACQUARIE ADMIN SERVICES PTY LIMITED MACQUARIE ADMIN SERVICES PTY LIMITED (Former Bank Group) |
Australia Australia |
| 131476910 | MACQUARIE ADVANCED INVESTMENT MANAGEMENT LIMITED | Australia |
| WK-211745 | Macquarie Advanced Investment Partners G.P. Ltd. | Cayman Islands |
| 486592 | Macquarie Aerospace AF (Ireland) Limited | Ireland |
| 40096.0 (Decree No. | ||
| 10356/AVV) | MACQUARIE AEROSPACE ARUBA A.V.V. | Aruba |
| Macquarie Aerospace Inc. | United States | |
| 484423 | Macquarie Aerospace Ireland Limited | Ireland |
| 44138 | MACQUARIE AEROSPACE LIMITED | Bermuda |
| 4508116 | Macquarie Affiliated Managers Holdings (USA) Inc. | United States |
| Macquarie Affiliated Managers (USA) Inc. | United States | |
| 2000/001243/07 | MACQUARIE AFRICA (PROPRIETARY) LIMITED | South Africa |
| 122169368 | MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD | Australia |
| MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD (Former Bank | ||
| 122169368 116381634 |
Group) MACQUARIE AGRICULTURAL SERVICES PTY LIMITED |
Australia Australia |
| B121660 | Macquarie Aircraft Leasing Finance SA | Luxembourg |
| 139 633 015 | MACQUARIE AIRCRAFT LEASING HOLDINGS PTY LIMITED | Australia |
| 429567 | Macquarie Aircraft Leasing Holdings (2) Limited | Ireland |
| 426824 | Macquarie Aircraft Leasing Limited | Ireland |
| 139 654 407 | MACQUARIE AIRCRAFT LEASING PTY LIMITED | Australia |
| 130 643 319 | MACQUARIE AIRCRAFT LEASING SERVICES (AUSTRALIA) PTY LTD | Australia |
| 429566 | Macquarie Aircraft Leasing Services (Ireland) Limited | Ireland |
| 200917376C | Macquarie Aircraft Leasing Services (Singapore) Pte. Ltd. | Singapore |
| 5988531 | Macquarie Aircraft Leasing Services (UK) Limited | United Kingdom |
| 4247748 | Macquarie Aircraft Leasing Services (US), Inc. | United States |
| MACQUARIE AIRCRAFT LEASING TRUST A | Australia | |
| 41370 | Macquarie AirFinance Acquisitions Holdings Ltd. | Bermuda |
| 41289 | Macquarie AirFinance Acquisitions Limited | Bermuda |
| 464499 | Macquarie AirFinance Acquisitions (Ireland) Limited | Ireland |
| 6767724 41212 |
Macquarie AirFinance Acquisitions (UK) Limited Macquarie AirFinance Aruba A.V.V. |
United Kingdom Aruba |
| 435319 | Macquarie AirFinance Holdings Limited | Ireland |
| 40863 | Macquarie AirFinance International Group Limited | Bermuda |
| 40569 | Macquarie AirFinance International Limited | Bermuda |
| 38946 | MACQUARIE AIRFINANCE LTD | Bermuda |
| 38946 | Macquarie AirFinance Ltd. | Bermuda |
| 40673 | Macquarie AirFinance Warehouse (No. 1) Limited | Bermuda |
| 3461469 | Macquarie Allegiance Capital, LLC | United States |
|---|---|---|
| 103237181 | MACQUARIE ALTERNATIVE ASSETS MANAGEMENT LIMITED | Australia |
| 142 495 958 | MACQUARIE ALTERNATIVE PROPERTY HOLDINGS PTY LIMITED | Australia |
| 3379259 | MACQUARIE AMERICAS CORP | United States |
| 124071414 | MACQUARIE AMERICAS HOLDINGS PTY LTD | Australia |
| 4717558 | MACQUARIE ARGENTA INC. | United States |
| 128071545 | MACQUARIE ASCARI HOLDINGS PTY LIMITED - IN LIQUIDATION | Australia |
| 71501963 | MACQUARIE ASIA HOLDINGS PTY LIMITED | Australia |
| 619928 | MACQUARIE ASIA LIMITED | Hong Kong |
| Macquarie Asia New Stars Fund | Luxembourg | |
| MC-25427 | Macquarie Asia Pacific Private Equity Offshore Fund, L.P. | Cayman Islands |
| MACQUARIE ASIA REAL ESTATE MANAGEMENT PTY LIMITED (IN | ||
| 105453638 | DEREGISTRATION) | Australia |
| 1049991 | MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED | Virgin Islands, British |
| MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED (SINGAPORE | ||
| T07FC7008F | BRANCH) | Singapore |
| Macquarie Asian Leaders Segregated Portfolio | Cayman Islands | |
| L0000124F | MACQUARIE ASIAN PACIFIC PROPERTY 2007 LP | Australia |
| 8253772 | Macquarie Asset Finance Holdings Limited | United Kingdom |
| 0100-01-107687 | MACQUARIE ASSET FINANCE JAPAN LIMITED | Japan |
| 64219601 | MACQUARIE ASSET FINANCE LIMITED | Australia |
| 57952C1/GBL | MACQUARIE ASSET FINANCE MAURITIUS LTD | Mauritius |
| 7815862 | Macquarie Asset Leasing (UK) Limited | United Kingdom |
| 4578015 | MACQUARIE ASSET MANAGEMENT INC. | United States |
| 1263583 | MACQUARIE ASSET MANAGEMENT PTY LIMITED | Australia |
| 77193956 | MACQUARIE AUSTRALIA FINANCE PTY LIMITED (IN DEREGISTRATION) | Australia |
| 6055796 | MACQUARIE AUSTRALIA INTERNATIONAL PTY LIMITED | Australia |
| 736210 | MACQUARIE AUSTRALIA PTY LIMITED | Australia |
| 74453286 | MACQUARIE AUSTRALIA SECURITIES LIMITED | Australia |
| 8660811 | MACQUARIE AUSTRALIA TECHNOLOGY PTY LIMITED - IN LIQUIDATION | Australia |
| not registered | MACQUARIE AUSTRALIAN DAIRY FUND | Australia |
| 096 257 224 | MACQUARIE AUSTRALIAN PURE INDEXED EQUITIES FUND | Australia |
| 4687739 | MACQUARIE AUTOPARK INC. | United States |
| 121836191 | MACQUARIE AVENIR NO. 1 PTY LIMITED | Australia |
| 121836235 | MACQUARIE AVENIR NO. 2 PTY LIMITED | Australia |
| 368579 | MACQUARIE AVIATION CAPITAL FINANCE LIMITED | Ireland |
| 368589 | MACQUARIE AVIATION CAPITAL GROUP | Ireland |
| 8607047 | MACQUARIE AVIATION NO 1 CO PTY LIMITED | Australia |
| 75176733 | MACQUARIE AVIATION (NO. 1) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 6309906 | Macquarie Bank International Limited | United Kingdom |
| HRB 189708 | Macquarie Bank International Limited, Niederlassung Deutschland | Germany |
| FN 331748 s | Macquarie Bank International Limited, Vienna Branch | Austria |
| 8583542 | MACQUARIE BANK LIMITED | Australia |
| T11FC0018C | MACQUARIE BANK LIMITED SINGAPORE BRANCH | Singapore |
| 1045 | Macquarie Bank Limited (DIFC Recognised Company) | United Arab Emirates |
| F18649 | MACQUARIE BANK LIMITED (HONG KONG BRANCH) | Hong Kong |
| FC018220 | Macquarie Bank Limited (London Branch) | United Kingdom |
| 104-84-07697 | MACQUARIE BANK LIMITED (SEOUL BRANCH) | Korea, Republic of |
| FC018220 | Macquarie Bank Limited (US Representative Office) | United States |
| 1531997 | MACQUARIE BANK SUPERANNUATION PTY. LIMITED | Australia |
| 5939070 | Macquarie Barnett LLC | United States |
| Macquarie Basin Leasing LLC | United States | |
| 109280819 | MACQUARIE BATHURST STREET PTY LIMITED (IN LIQUIDATION) | Australia |
| R.P.M. 892390892 | Macquarie Belgium TCG SPRL | Belgium |
| 42536 | Macquarie Bermuda Investments Limited | Bermuda |
| HRB 232767 | Macquarie Beteiligungstreuhand GmbH | Germany |
| HRB 86921 | Macquarie Beteiligungsverwaltungs GmbH (in liquidation) | Germany |
| 657826-8 | Macquarie BFS Holdings Ltd. | Canada |
| 4708902 | MACQUARIE BIOMASS LLC | United States |
| CNPJ03.516.449/0001 | MACQUARIE BRASIL PARTICIPACOES LTDA | Brazil |
| 124071432 | MACQUARIE B.H. PTY LTD | Australia |
| 69344289 | MACQUARIE CAF USD LEASING CO NO 1 PTY LIMITED | Australia |
| 69344387 | MACQUARIE CAF USD SECURITY CO NO 1 PTY LIMITED | Australia |
| 798792-7 | Macquarie Canada Inventory Holdings Limited | Canada |
| 683412-4 | Macquarie Canada Services Ltd. | Canada |
| 1846259 | Macquarie Canadian Holdings Operations Ltd. | Canada |
| 793548-0 | Macquarie Canadian Infrastructure Management Limited | Canada |
| 6489800 | Macquarie Canadian Investment Holdings Ltd. | Canada |
| B112.601 | MACQUARIE CANADIAN LUXEMBOURG S.A.R.L. | Luxembourg |
| 2149053 | Macquarie Capital Acquisitions (Canada) Ltd. | Canada |
| 716740-7 | Macquarie Capital Acquisitions (Canada) No.2 Ltd | Canada |
| 130 342 915 | MACQUARIE CAPITAL ADVISERS CRE PTY LTD | Australia |
| 105777704 | MACQUARIE CAPITAL ALLIANCE MANAGEMENT PTY LIMITED | Australia |
| 137760822 | MACQUARIE CAPITAL ARGENTINA PTY LTD | Australia |
| 1818250 | Macquarie Capital Argentina Pty Ltd (Sucursal Argentina) | Argentina |
| 132 864 950 | MACQUARIE CAPITAL CIS HOLDINGS PTY LTD | Australia |
| 22407 | Macquarie Capital CIS Holdings Pty Ltd (Russia Branch) | Russian Federation |
|---|---|---|
| 133 664 632 | MACQUARIE CAPITAL FINANCE HOLDINGS (AUSTRALIA) PTY LIMITED | Australia |
| 127829458 | MACQUARIE CAPITAL FINANCE (AUSTRALIA) PTY LTD | Australia |
| 736 | Macquarie Capital Finance (Dubai) Limited | United Arab Emirates |
| Macquarie Capital Funding LLC | United States | |
| LP561 | MACQUARIE CAPITAL FUNDING L.P. | Jersey |
| 88464 | Macquarie Capital Funding (GP) Limited | Jersey |
| 110605724 | MACQUARIE CAPITAL FUNDING (LP) PTY LIMITED | Australia |
| 1210279 | MACQUARIE CAPITAL FUNDS (ASIA) LIMITED | Hong Kong |
| 96705109 | MACQUARIE CAPITAL GROUP LIMITED | Australia |
| FC027878 | MACQUARIE CAPITAL GROUP LIMITED (UK BRANCH) | United Kingdom |
| 2149050 | Macquarie Capital Holdings (Canada) Ltd. | Canada |
| 687 | Macquarie Capital Holdings (Dubai) Limited | United Arab Emirates |
| 123199253 | MACQUARIE CAPITAL INTERNATIONAL HOLDINGS PTY LIMITED | Australia |
| 4607360 | MACQUARIE CAPITAL INVESTMENT MANAGEMENT INC. | United States |
| 3752829 | Macquarie Capital Investment Management LLC | United States |
| 86159060 | MACQUARIE CAPITAL INVESTMENT MANAGEMENT (AUSTRALIA) LIMITED | Australia |
| 77595012 | MACQUARIE CAPITAL LOANS MANAGEMENT LIMITED | Australia |
| Macquarie Capital Markets Canada Ltd./Marchés Financiers Macquarie Canada | ||
| 565608 | Ltée. | Canada |
| Macquarie Capital Markets North America Ltd./Marchés Financiers Macquarie | ||
| 1079073 | Amérique Du Nord Ltée. | Canada |
| 803092-8 | Macquarie Capital Principal Holdings Canada Ltd | Canada |
| 128212868 | MACQUARIE CAPITAL PRODUCTS LIMITED | Australia |
| WK-203889 | Macquarie Capital Products (CI) Limited | Cayman Islands |
| 2104407 | MACQUARIE CAPITAL PRODUCTS (NZ) LIMITED | New Zealand |
| 135973 | Macquarie Capital Securities Limited | Hong Kong |
| 110-84-02227 | MACQUARIE CAPITAL SECURITIES LIMITED (SEOUL BRANCH) | Korea, Republic of |
| 89407381 | MACQUARIE CAPITAL SECURITIES LIMITED (TAIWAN BRANCH) | Taiwan |
| 11-89592 | MACQUARIE CAPITAL SECURITIES (INDIA) PRIVATE LIMITED | India |
| MC-134609 | MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED | Cayman Islands |
| 0100-03-012063 | MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED (TOKYO BRANCH) | Japan |
| 463469-W | MACQUARIE CAPITAL SECURITIES (MALAYSIA) SDN. BHD. | Malaysia |
| 15184/2070C1/GBL | MACQUARIE CAPITAL SECURITIES (MAURITIUS) LIMITED | Mauritius |
| 180496 | Macquarie Capital Securities (Philippines) Inc. | Philippines |
| 198702912C | MACQUARIE CAPITAL SECURITIES (SINGAPORE) PTE. LIMITED | Singapore |
| 4733273 | Macquarie Capital US Acquisitions LLC | United States |
| 133 001 359 | MACQUARIE CAPITAL WIND MANAGEMENT PTY LTD | Australia |
| 123199548 | MACQUARIE CAPITAL (AUSTRALIA) LIMITED | Australia |
| 740 | Macquarie Capital (Dubai) Limited | United Arab Emirates |
| 3704031 | Macquarie Capital (Europe) Limited | United Kingdom |
| 516404-9909 | Macquarie Capital (Europe) Limited UK Filial, Sweden | Sweden |
| 34297902 | Macquarie Capital (Europe) Limited, Amsterdam Branch | Netherlands |
| 905963 | Macquarie Capital (Europe) Limited, Dublin Branch | Ireland |
| HRB 82506 | Macquarie Capital (Europe) Limited, Niederlassung Deutschland | Germany |
| 478 586 167 | Macquarie Capital (Europe) Limited, Paris Branch | France |
| 611405 | MACQUARIE CAPITAL (HONG KONG) LIMITED | Hong Kong |
| 11-90696 | Macquarie Capital (India) Private Limited | India |
| 104-81-64533 | MACQUARIE CAPITAL (KOREA) LIMITED | |
| MCM081013SY0 | ||
| Korea, Republic of | ||
| MACQUARIE CAPITAL (MEXICO), S.A. de C.V. | Mexico | |
| 1952567 | MACQUARIE CAPITAL (NEW ZEALAND) LIMITED | New Zealand |
| 199704430K | MACQUARIE CAPITAL (SINGAPORE) PTE. LIMITED | Singapore |
| 6388283 | Macquarie Capital (UK) Limited | United Kingdom |
| 2382080 | MACQUARIE CAPITAL (USA) INC | United States |
| 4684152 | MACQUARIE CAPITOLA VILLAS INC. | United States |
| 169009 | MACQUARIE CAYMAN HOLDINGS 2 CO. | Cayman Islands |
| 168347 | MACQUARIE CAYMAN HOLDINGS CO | Cayman Islands |
| 42381 | MACQUARIE CHINA RETAIL COMPANY 1 LIMITED (Former Bank Group) | Bermuda |
| Macquarie Climate Change Investments PNG Limited (In Liquidation) (Former | ||
| 1-65845 | Non-Bank Group) | Papua New Guinea |
| 97868687 | MACQUARIE CLO INVESTMENTS NO.1 PTY LIMITED (IN | Australia |
| 65178618 | MACQUARIE CLO INVESTMENTS NO.2 PTY LIMITED (IN | Australia |
| 15.246.175/0001-50 | Macquarie Commodities Brasil Ltda. | Brazil |
| 6863247 | Macquarie Commodities Factoring Holdings (UK) Limited | United Kingdom |
| 4662005 | MACQUARIE COMMODITIES FACTORING LLC | United States |
| 5259503 | Macquarie Commodities Finance (UK) Limited | United Kingdom |
| 35304 | MACQUARIE COMMODITIES FUND LIMITED | Bermuda |
| 4668206 | MACQUARIE COMMODITIES FUNDING (USA) LLC | United States |
| 4071304 | MACQUARIE COMMODITIES HOLDINGS (USA) LLC | United States |
| 4100974 | MACQUARIE COMMODITIES TRADING INC. | United States |
| 201016397N | MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED | Singapore |
| SP.688/AsingP3A | MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED, Indonesia Rep. | |
| PDN.2/9/2010 | Office | Indonesia |
| 5259474 | Macquarie Commodities (UK) Limited | United Kingdom |
| 4383511 111117465 |
MACQUARIE COMMODITIES (USA) INC MACQUARIE COMMUNITY PARTNERSHIPS PTY LIMITED |
United States Australia |
| 96629471 | MACQUARIE CONCEPT BLUE PTY LTD | Australia |
|---|---|---|
| 12-377-980/0001-25 | Macquarie Consultoria Agricola E Representacoes Ltda. | Brazil |
| 12-377-980/0001-25 | Macquarie Consultoria Agricola E Representacoes Ltda. (Former Bank Group) | Brazil |
| 4752472 | Macquarie Corona Energy Holdings Limited | United Kingdom |
| 4624506 | MACQUARIE CORPORATE AND ASSET FINANCE CONSULTING INC. | United States |
| 4618137 | MACQUARIE CORPORATE AND ASSET FINANCE HOLDINGS INC. | United States |
| 6198910 | MACQUARIE CORPORATE AND ASSET FINANCE LIMITED | Australia |
| 368580 | Macquarie Corporate and Asset Finance (Ireland) Limited | Ireland |
| 4624264 | MACQUARIE CORPORATE AND ASSET FUNDING INC. | United States |
| 8606862 | MACQUARIE CORPORATE FINANCE HOLDINGS PTY LTD | Australia |
| 8595426 | MACQUARIE CORPORATE FINANCE LIMITED | Australia |
| MACQUARIE CORPORATE FINANCE LIMITED NIEDERLASSUNG | ||
| HRB52973 | DEUTSCHLAND | Germany |
| 3835213 | MACQUARIE COTTON INTERNATIONAL INC | United States |
| 4552354 | Macquarie CPS LLC | United States |
| 129962358 | Macquarie CPS Trust | Australia |
| 5108711 | Macquarie Credit Investment Management Inc. | United States |
| MC-266242 | MACQUARIE CREDIT NEXUS FUND LIMITED | Cayman Islands |
| MC-267012 | Macquarie Credit Nexus Holdings Limited | Cayman Islands |
| MC-266243 | MACQUARIE CREDIT NEXUS MASTER FUND LIMITED | Cayman Islands |
| 4774619 | Macquarie Crop Partners GP, LLC | United States |
| 4774619 | Macquarie Crop Partners GP, LLC (Former Bank Group) | United States |
| 8295013 75067631 |
Macquarie DD1 (USA) Inc. MACQUARIE DEBF PTY LIMITED |
United States Australia |
| 132821580 | MACQUARIE DELTA1 FINANCE SERVICES PTY LIMITED | Australia |
| 29318190 | Macquarie Denmark Limited A/S | Denmark |
| 102607616 | MACQUARIE DEVELOPMENT CAPITAL II PTY LIMITED | Australia |
| 134474712 | MACQUARIE DEVELOPMENT CAPITAL MANAGEMENT PTY LIMITED | Australia |
| 82018399 | MACQUARIE DEVELOPMENT CAPITAL PTY LIMITED | Australia |
| 126768714 | MACQUARIE DEVELOPMENT CAPITAL (AUS) PTY LIMITED | Australia |
| 91936515 | MACQUARIE DEVELOPMENT DIRECTION PTY LIMITED | Australia |
| 115402349 | MACQUARIE DIGITAL PTY LIMITED | Australia |
| 8607083 | MACQUARIE DIRECT INVESTMENT PTY LIMITED | Australia |
| 20.3.0.31.542-6 | Macquarie Distribution Finance Ltd. | Switzerland |
| 85795651 | MACQUARIE DISTRIBUTION PTY LIMITED | Australia |
| 114099795 | MACQUARIE DIVERSIFIED ASSET ADVISORY PTY LIMITED | Australia |
| 98127578 | MACQUARIE DIVERSIFIED INVESTMENTS NO 2 PTY LTD (IN | Australia |
| 98127569 | MACQUARIE DIVERSIFIED INVESTMENTS NO 3 PTY LTD (IN | Australia |
| 106197488 | MACQUARIE DYNAMIC MANAGEMENT PTY LIMITED | Australia |
| 4257710 | MACQUARIE DYNAMIC MANAGEMENT (USA) INC | United States |
| 363806 | MACQUARIE ELECTRONICS LIMITED | Ireland |
| 363803 | MACQUARIE ELECTRONICS REMARKETING LIMITED | Ireland |
| Delaware #3567972 | MACQUARIE ELECTRONICS USA INC | United States |
| MACQUARIE EMERGING MARKETS ARBITRAGE TRADING PTE. LIMITED | ||
| 200408424K | (wef 20/05/2009) (Former Non-Bank Group) | Singapore |
| 200408424K | MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED | Singapore |
| MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED (Non | ||
| F18440 | Hong Kong Company) | Hong Kong |
| 143365673 | Macquarie Emerging Markets Investments Pty Ltd | Australia |
| 127185719 | MACQUARIE EMG HOLDINGS PTY LIMITED | Australia |
| 4708900 | MACQUARIE ENERGY ASSETS LLC | United States |
| 6643795 | Macquarie Energy Canada Ltd. | Canada |
| 664374-4 | Macquarie Energy Holdings Canada Ltd. | Canada |
| 122300592 | MACQUARIE ENERGY HOLDINGS PTY LTD | Australia |
| 4554443 | Macquarie Energy Investments LLC | United States |
| 2468860 | Macquarie Energy LLC | United States |
| 4023666 | MACQUARIE ENERGY NORTH AMERICA TRADING INC. | United States |
| ARSN 085 130 794 | Macquarie Enhanced Australian Fixed Interest Fund | Australia |
| 087 433 912 | MACQUARIE ENHANCED PROPERTIES SECURITIES FUND | Australia |
| 4457323 | Macquarie Equipment Finance Holdings Inc. | United States |
| 262381 | MACQUARIE EQUIPMENT FINANCE LIMITED | New Zealand |
| 421234 | Macquarie Equipment Finance Limited | Ireland |
| 421234 | Macquarie Equipment Finance Limited | Ireland |
| 605377-7 | Macquarie Equipment Finance Ltd./Macquarie Financement d'Équipement Ltée. | Canada |
| 124335593 | MACQUARIE EQUIPMENT FINANCE PTY LIMITED | Australia |
| 475730 | Macquarie Equipment Finance Services Limited | Ireland |
| 8253764 | Macquarie Equipment Finance (UK) Limited | United Kingdom |
| 4463641 | Macquarie Equipment Finance, Inc. | United States |
| 468487 | Macquarie Equipment Funding Limited | Ireland |
| 4463642 | Macquarie Equipment Funding, LLC | United States |
| Macquarie Equipment Leasing Fund Two, LLC | United States | |
| 459515-H | MACQUARIE EQUIPMENT LEASING SDN. BHD. | Malaysia |
| 112079268 | MACQUARIE EQUIPMENT RENTALS PTY LIMITED | Australia |
| MACQUARIE EQUITIES BRASIL ADMINISTRACAO DE FUNDOS E | ||
|---|---|---|
| 04.317.671/0001-31 | PARTICIPACAO LTDA | Brazil |
| WN1114218 | MACQUARIE EQUITIES CUSTODIANS LIMITED | New Zealand |
| 2574923 WN/1007806 |
MACQUARIE EQUITIES LIMITED MACQUARIE EQUITIES NEW ZEALAND LIMITED |
Australia New Zealand |
| 485394 | MACQUARIE EQUITIES (ASIA) LIMITED | Hong Kong |
| 63906392 | MACQUARIE EQUITIES (US) HOLDINGS PTY. LIMITED | Australia |
| 1374572 | MACQUARIE EQUITY CAPITAL MARKETS PTY LIMITED | Australia |
| 6294706 | Macquarie Equity Products (UK) Limited | United Kingdom |
| MACQUARIE ESCALATOR 2005-2 (COMMODITIES INDEX) LP | Australia | |
| MACQUARIE ESCALATOR 2005-2 (EQUITIES INDEX) LP | Australia | |
| LP00000393 | MACQUARIE ESCALATOR 2005 (COMMODITIES INDEX) LP | Australia |
| MACQUARIE ESCALATOR 2005 (EQUITIES INDEX) LP | Australia | |
| MACQUARIE ESCALATOR 2006 (AUSTRALIAN PROPERTY) LP | Australia | |
| LP00000350 | MACQUARIE ESCALATOR LP | Australia |
| 4714085 | MACQUARIE ESPRIT INC. | United States |
| 7713808 | Macquarie Euro Limited | United Kingdom |
| MC268820 | Macquarie European Alpha Master Fund | Cayman Islands |
| 114801464 78771123 |
MACQUARIE EUROPEAN FINANCIAL INVESTMENTS PTY LTD MACQUARIE EUROPEAN HOLDINGS PTY LIMITED |
Australia Australia |
| MACQUARIE EUROPEAN HOLDINGS PTY LIMITED (NON HONG KONG | ||
| F15820 | COMPANY) | Hong Kong |
| 6146573 | Macquarie European Investment Holdings Limited | United Kingdom |
| 8253782 | Macquarie European Rail Limited | United Kingdom |
| B172.199 | Macquarie European Rail Limited (Luxembourg Branch) | Luxembourg |
| 128078277 | MACQUARIE EVP HOLDING COMPANY PTY LIMITED - IN LIQUIDATION | Australia |
| 6863307 | Macquarie Factoring Finance (UK) Limited | United Kingdom |
| 6863285 | Macquarie Factoring (UK) Limited | United Kingdom |
| 116582524 | MACQUARIE FARM ASSETS AND RESOURCES MANAGEMENT LIMITED | Australia |
| 122169304 | Macquarie Farm Services Limited | Australia |
| 122169304 | Macquarie Farm Services Limited (Former Bank Group) Macquarie Fastracks Holdings LLC |
Australia United States |
| Macquarie FG Holdings Inc. | United States | |
| 6855383 | Macquarie FICC (UK) Limited | United Kingdom |
| 132 573 436 | MACQUARIE FIEX INVESTMENT PTY LIMITED | Australia |
| 118817440 | MACQUARIE FINANCE HOLDINGS LIMITED | Australia |
| 106-81-94256 | MACQUARIE FINANCE KOREA CO., LTD. | Korea, Republic of |
| 1214964 | MACQUARIE FINANCE LIMITED | Australia |
| India | ||
| U65999MH2009PTC190863 | MACQUARIE FINANCE (INDIA) PRIVATE LIMITED | |
| U65999MH2009PTC190863 | MACQUARIE FINANCE (INDIA) PRIVATE LIMITED (Former Non-Bank Group) | India |
| 1065067 | MACQUARIE FINANCE (NZ) LIMITED | New Zealand |
| 124071398 | MACQUARIE FINANCIAL HOLDINGS LIMITED | Australia |
| F15819 | MACQUARIE FINANCIAL HOLDINGS LIMITED (NON HONG KONG | Hong Kong |
| 4551158 | Macquarie Financial Holdings (USA) LLC | United States |
| 4228146 | Macquarie Financial Ltd./Financiere Macquarie Ltee. | Canada |
| 95135694 | MACQUARIE FINANCIAL PRODUCTS MANAGEMENT LIMITED | Australia |
| 128948498 200800950C |
MACQUARIE FINANCIAL SERVICES HOLDINGS PTY LIMITED MACQUARIE FINANCIAL SERVICES (ASIA) PTE. LIMITED |
Australia Singapore |
| 2007/030612/07 | Macquarie Financial Trustees (Proprietary) Limited | South Africa |
| MACQUARIE FIXED INCOME CURRENCIES AND COMMODITIES | ||
| 200813631K | (SINGAPORE) PTE. LIMITED | Singapore |
| 69344154 | MACQUARIE FLEET LEASING PTY LIMITED | Australia |
| ARSN 129 962 189 | MACQUARIE FLEXI 100 TRUST | Australia |
| 93752946 | MACQUARIE FORESTRY SERVICES PTY LIMITED | Australia |
| 113113214 | MACQUARIE FORTRESS INVESTMENTS LIMITED | Australia |
| 481 104 479 R.C.S. Paris 127735960 |
Macquarie France SARL Macquarie Fund Advisers Pty Limited |
France Australia |
| B143751 | Macquarie Fund Solutions | Luxembourg |
| Macquarie Fund Solutions - Macquarie Emerging Markets Infrastructure | ||
| Securities Fund | Luxembourg | |
| 4240236 | MACQUARIE FUNDING HOLDINGS INC | United States |
| 6581935 | Macquarie Funding Inc. | Canada |
| LP00000352 | MACQUARIE FUNDING LIMITED PARTNERSHIP | Australia |
| BC0847563 | Macquarie Funding (B.C.) Inc. | Canada |
| 113054569 | MACQUARIE FUNDS HEDGING PTY LTD | Australia |
| 93177407 724745 |
MACQUARIE FUNDS MANAGEMENT HOLDINGS PTY LIMITED MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED |
Australia Hong Kong |
| 6880217 | MACQUARIE FUNDS MANAGEMENT PTY LIMITED | Australia |
| 177751 | MACQUARIE FUNDS MANAGEMENT SPC | Cayman Islands |
| MACQUARIE FUNDS MANAGEMENT (USA) INC. | United States | |
| 4088350 | Macquarie Futures USA LLC | United States |
| 170076 | MACQUARIE FUTURES & OPTIONS (HONG KONG) LIMITED | Hong Kong |
| 111631 | MACQUARIE FUTURES (ASIA) LIMITED | Hong Kong |
| 137072112 128219330 |
MACQUARIE FX INVESTMENTS PTY LTD MACQUARIE GCUH HOLDINGS PTY LIMITED |
Australia Australia |
| Macquarie Generation Management I, Inc. | United States | |
|---|---|---|
| HRB 82733 | Macquarie Germany Holdings GmbH | Germany |
| B142903 | Macquarie Germany Holdings GmbH & Cies S.E.N.C. | Luxembourg |
| 117033226 | MACQUARIE GLASSCOCKS PTY LIMITED | Australia |
| MACQUARIE GLOBAL DEBT INVESTMENTS NO.1 PTY LIMITED (IN | ||
| 84388947 | LIQUIDATION) | Australia |
| MACQUARIE GLOBAL DEBT INVESTMENTS NO.2 PTY LIMITED (IN | ||
| 75176779 | LIQUIDATION) | Australia |
| 068897C1/GBL | MACQUARIE GLOBAL FINANCE SERVICES (MAURITIUS) LIMITED | Mauritius |
| 4633002 | MACQUARIE GLOBAL GROWTH ADVISORS LLC | United States |
| 4633008 | MACQUARIE GLOBAL GROWTH MANAGERS LLC | United States |
| 4632997 | MACQUARIE GLOBAL INCOME ADVISORS LLC | United States |
| 4633006 | MACQUARIE GLOBAL INCOME MANAGERS LLC | United States |
| ARSN 095 850 472 | MACQUARIE GLOBAL INFRASTRUCTURE TRUST | Australia |
| 5259497 | Macquarie Global Investments (UK) Limited | United Kingdom |
| Macquarie Global Multi Events Segregated Portfolio | Cayman Islands | |
| 194165 | MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LTD | Cayman Islands |
| 131661697 | MACQUARIE GLOBAL OPPORTUNITIES PARTNERS INVESTMENT PTY | Australia |
| 4332814 | Macquarie Global Opportunities Partners LLC | United States |
| 110930964 | MACQUARIE GLOBAL PROPERTY FUNDS PTY LIMITED | Australia |
| LP461 | MACQUARIE GLOBAL RESOURCES MASTER HEDGE FUND LP | Virgin Islands, British |
| 1480825 | MACQUARIE GLOBAL RESOURCES OFFSHORE HEDGE FUND LIMITED | Virgin Islands, British |
| 168982 | MACQUARIE GLOBAL SERVICES PRIVATE LIMITED | India |
| 134 225 817 | MACQUARIE GLOBAL SOVEREIGN BOND FUND | Australia |
| 5488013 | Macquarie GP Limited | United Kingdom |
| 5718600 | Macquarie GP2 Limited | United Kingdom |
| 1952566 | MACQUARIE GROUP HOLDINGS NEW ZEALAND LIMITED | New Zealand |
| 124071478 | MACQUARIE GROUP HOLDINGS NO.3 PTY LTD | Australia |
| 200412291W | MACQUARIE GROUP HOLDINGS (SINGAPORE) PTE. LIMITED | Singapore |
| 6357992 6357999 |
Macquarie Group Holdings (UK) No.1 Limited Macquarie Group Holdings (UK) No.2 Limited |
United Kingdom United Kingdom |
| 7032532 | Macquarie Group Holdings (UK) No.4 Limited | United Kingdom |
| 6373218 | Macquarie Group Investments (UK) Limited | United Kingdom |
| 7438584 | Macquarie Group Investments (UK) No.2 Limited | United Kingdom |
| 122169279 | MACQUARIE GROUP LIMITED | Australia |
| 245979 | MACQUARIE GROUP NEW ZEALAND LIMITED | New Zealand |
| 116467031 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD | Australia |
| FC027877 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD (UK BRANCH) | United Kingdom |
| 200703288K | MACQUARIE GROUP SERVICES (SINGAPORE) PTE. LIMITED | Singapore |
| 124071389 | MACQUARIE GROUP (US) HOLDINGS NO.1 PTY LTD | Australia |
| Macquarie HiTIP Management I, Inc. | United States | |
| not registered | MACQUARIE HOLDINGS TRUST | Australia |
| 728003-3 | Macquarie Holdings (Canada) Ltd | Canada |
| MHM08101318A | MACQUARIE HOLDINGS (MEXICO), S.A. DE C.V. | Mexico |
| 200703280D | MACQUARIE HOLDINGS (SINGAPORE) PTE. LTD. | Singapore |
| 6309919 | Macquarie Holdings (UK) No.1 Limited | United Kingdom |
| 2428034 | MACQUARIE HOLDINGS (U.S.A.) INC. | United States |
| MC-199805 | Macquarie Hong Kong Finance Limited | Cayman Islands |
| 133001751 3075842 |
MACQUARIE I A RETURNS PTY LIMITED MACQUARIE INC |
Australia United States |
| 116548880 | MACQUARIE INCOME INVESTMENTS LIMITED | Australia |
| ARSN 113 844 410 | MACQUARIE INDEX LINKED PROPERTY SECURITIES FUND | Australia |
| 58341C1/GBL | MACQUARIE INDIA HOLDINGS LIMITED | Mauritius |
| MACQUARIE INDIA INFRASTRUCTURE MANAGEMENT HOLDINGS PTE. | ||
| 200823500E | LIMITED | Singapore |
| 130542924 | MACQUARIE INDIA PROPERTIES PTY LIMITED | Australia |
| 130542924 | MACQUARIE INDIA PROPERTIES PTY LIMITED (Former Bank Group) | Australia |
| 130542924 | MACQUARIE INDIA PROPERTIES PTY LIMITED (Former Bank Group) | Australia |
| 58340C2/GBL | MACQUARIE INDIAN AIRPORTS TWO LIMITED | Mauritius |
| 71501918 | MACQUARIE INDONESIA HOLDINGS PTY LIMITED | Australia |
| C41803 | MACQUARIE INDUSTRIAL INVESTMENTS MALTA LIMITED | Malta |
| CS201221372 | MACQUARIE INFRASTRUCTURE ADVISORY (PHILIPPINES) INC. | Philippines |
| 418159-0 | Macquarie Infrastructure and Real Assets Canada Ltd. | Canada |
| 4346793 | Macquarie Infrastructure and Real Assets Inc. | United States |
| MCF090729QX6 | Macquarie Infrastructure and Real Assets México, S.A. de C.V. | Mexico |
| 84828437 | Macquarie Infrastructure and Real Assets Pty Limited | Australia |
| B138295 | Macquarie Infrastructure and Real Assets SA | Luxembourg |
| 135007199 | MACQUARIE INFRASTRUCTURE AND REAL ASSETS TRUST | Australia |
| 744 | Macquarie Infrastructure and Real Assets (Dubai) Limited | United Arab Emirates |
| 3976881 | Macquarie Infrastructure and Real Assets (Europe) Limited | United Kingdom |
| 499 798 742 | Macquarie Infrastructure and Real Assets (Europe) Limited (Spain) Macquarie Infrastructure and Real Assets (Europe) Limited, Paris Branch |
Spain France |
| 623285 | Macquarie Infrastructure and Real Assets (Hong Kong) Limited | Hong Kong |
| 784370-4 | Macquarie Infrastructure and Real Assets (Sales) Canada Ltd | Canada |
| MACQUARIE INFRASTRUCTURE AND REAL ASSETS (SINGAPORE) PTE. | ||
| 200513362E | LIMITED | Singapore |
| MACQUARIE INFRASTRUCTURE AND REAL ASSETS (SINGAPORE) PTE. | ||
|---|---|---|
| F16888 | LIMITED (NON HONG KONG COMPANY) | Hong Kong |
| 74311390 | MACQUARIE INFRASTRUCTURE FUNDS MANAGEMENT PTY LIMITED | Australia |
| 5755862 CH-170.3.028.960-5/ |
Macquarie Infrastructure GP Limited MACQUARIE INFRASTRUCTURE HOLDINGS AG (in liquidation) |
United Kingdom Switzerland |
| 112772871 | MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED | Australia |
| MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED - | ||
| T06FC6823A | SINGAPORE BRANCH | Singapore |
| 3707788 | MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC | United States |
| 72677993 | MACQUARIE INFRASTRUCTURE NO.2 PTY LIMITED (IN LIQUIDATION) | Australia |
| 4339673 6372304 |
Macquarie Infrastructure Partners Canada GP Ltd. Macquarie Infrastructure Partners II GP LLC |
Canada United States |
| 4088348 | MACQUARIE INFRASTRUCTURE PARTNERS INC | United States |
| 4106439 | Macquarie Infrastructure Partners U.S. GP LLC | United States |
| 46726 | Macquarie Infrastructure Philippines Limited | Bermuda |
| 29003 | MACQUARIE INFRASTRUCTURE PRIVATE TRUSTEE COMPANY LIMITED | Bermuda |
| 72652736 | MACQUARIE INFRASTRUCTURE PTY LIMITED (IN LIQUIDATION) | Australia |
| 41533 | MACQUARIE INFRASTRUCTURE REINSURANCE COMPANY LIMITED | Bermuda |
| 1460256 | Macquarie Insurance Services Ltd./Services D'Assurances Macquarie Ltée | Canada |
| 129 526 272 200505701K |
MACQUARIE INSURANCE SOLUTIONS (BROKER) PTY LTD MACQUARIE INSURANCE (SINGAPORE) PTE. LTD. |
Australia Singapore |
| 117787C | Macquarie International Advisory Limited | Isle of Man |
| 92985263 | MACQUARIE INTERNATIONAL FINANCE LIMITED | Australia |
| 4125302 | Macquarie International Holdings Limited | United Kingdom |
| MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING | ||
| 310000400294785 (Jing An) | (SHANGHAI) COMPANY LIMITED | China |
| 310000400294785 (Jing An) | MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING (SHANGHAI) COMPANY LIMITED (Former Bank Group) |
China |
| LP013238 | Macquarie International Investment Holdings LP | United Kingdom |
| 108590996 | MACQUARIE INTERNATIONAL INVESTMENTS PTY LIMITED | Australia |
| 1802574 | Macquarie International Limited | United Kingdom |
| 104-84-05215 | MACQUARIE INTERNATIONAL LIMITED SEOUL BRANCH | Korea, Republic of |
| F11422 169002 |
MACQUARIE INTERNATIONAL LIMITED (NON HONG KONG COMPANY) MACQUARIE INTERNATIONAL NEW YORK PARKING CO |
Hong Kong Cayman Islands |
| MACQUARIE INTERNATIONAL PROPERTY SERVICES PTY. LIMITED (IN | ||
| 78980668 | DEREGISTRATION) | Australia |
| 169050 | MACQUARIE INTERNATIONAL SC INVESTMENTS CO | Cayman Islands |
| 502151 | Macquarie International Services Limited | Hong Kong |
| MACQUARIE INTERNATIONAL SMALL CAP ROADS CO. (In Liquidation) | Cayman Islands | |
| 4957256 1.1E+14 |
Macquarie Internationale Investments Limited MACQUARIE INVESTMENT ADVISORY (BEIJING) CO LTD |
United Kingdom China |
| 122939600 | MACQUARIE INVESTMENT HOLDINGS LIMITED | Australia |
| 112017919 | MACQUARIE INVESTMENT HOLDINGS NO.2 PTY LIMITED | Australia |
| FN 171881 t | Macquarie Investment Management Austria Kapitalanlage AG | Austria |
| 2867003 | MACQUARIE INVESTMENT MANAGEMENT LTD | Australia |
| B108283 FN 350922 m |
MACQUARIE INVESTMENT MANAGEMENT S.à r.l. Macquarie Investment Management (Austria) GmbH |
Luxembourg Austria |
| 41471 | MACQUARIE INVESTMENT MANAGEMENT (BERMUDA) LIMITED | Bermuda |
| WN1114216 | MACQUARIE INVESTMENT MANAGEMENT (NZ) LIMITED | New Zealand |
| 71745401 | MACQUARIE INVESTMENT SERVICES LIMITED | Australia |
| not registered | MACQUARIE INVESTMENT TRUST | Australia |
| 36631 | MACQUARIE INVESTMENT (HONG KONG) LIMITED | Hong Kong |
| 5582630 5708696 |
Macquarie Investments 1 Limited Macquarie Investments 2 Limited |
United Kingdom United Kingdom |
| 7012592 | Macquarie Investments 3 Limited | United Kingdom |
| 69416977 | MACQUARIE INVESTMENTS AUSTRALIA PTY LIMITED | Australia |
| HRB 74953 | Macquarie Investments Deutschland GmbH | Germany |
| 4092888 | Macquarie Investments LLC | United States |
| 200718499D | MACQUARIE INVESTMENTS SINGAPORE PTE. LIMITED Macquarie Investments US Inc. |
Singapore United States |
| 2009/012283/07 | Macquarie Investments (Proprietary) Limited | South Africa |
| WK-133809 | MACQUARIE INVESTMENTS (SINGAPORE) LIMITED | Cayman Islands |
| 4104671 | Macquarie Investments (UK) Limited | United Kingdom |
| 6373185 | Macquarie Investor Products (UK) Limited | United Kingdom |
| 119211433 459515-H |
MACQUARIE INVESTORS PTY LTD MACQUARIE IT SDN BHD (Former Non-Bank Group) |
Australia Malaysia |
| 107147222 | MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED | Australia |
| MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED (JAPAN | ||
| 0100-03-012002 | BRANCH) | Japan |
| 107147188 | MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED | Australia |
| 0100-03-011932 | MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED (JAPAN BRANCH) |
Japan |
| 117560282 | MACQUARIE JAPAN INFRASTRUCTURE NO.3 PTY LIMITED | Australia |
| 117560415 | MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED | Australia |
| MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED (JAPAN | ||
| 0100-03-012591 | BRANCH) | Japan |
| 110990184 | MACQUARIE JIN LIN PTY LIMITED | Australia |
|---|---|---|
| 122774289 | MACQUARIE KEMBLE WATER HOLDINGS PTY LTD (IN DEREGISTRATION) | Australia |
| 128743822 | MACQUARIE KEYAKIZAKA HOLDINGS PTY LIMITED (IN | Australia |
| 128743546 | MACQUARIE KIOIZAKA HOLDINGS PTY LIMITED - IN LIQUIDATION | Australia |
| 104-81-76330 | MACQUARIE KOREA ASSET MANAGEMENT CO., LTD. | Korea, Republic of |
| 104-81-95716 | MACQUARIE KOREA OPPORTUNITIES MANAGEMENT, LTD. | Korea, Republic of |
| 110356968 | MACQUARIE LAH PTY LIMITED | Australia |
| 5867292 | Macquarie Leasing Limited | United Kingdom |
| 2675032 | MACQUARIE LEASING NSW PTY. LIMITED | Australia |
| 2674982 | MACQUARIE LEASING PTY. LIMITED | Australia |
| 1E+14 | MACQUARIE LEASING (CHINA) CO LIMITED | China |
| 2997799 | Macquarie Leasing (UK) Limited | United Kingdom |
| 2574914 | MACQUARIE LEISURE SERVICES PTY LIMITED | Australia |
| RCSLUXB112.243 | MACQUARIE LEISUREWORLD LUXEMBOURG S.A.R.L | Luxembourg |
| OC363068 | Macquarie Lending & Investment Partners LLP | United Kingdom |
| 4708903 | MACQUARIE LG BIOMASS LLC | United States |
| 3963773 | MACQUARIE LIFE LIMITED | Australia |
| 114174168 | MACQUARIE LP FINANCE COMPANY PTY LIMITED | Australia |
| 130789767 | MACQUARIE MACAU HOLDINGS PTY LIMITED | Australia |
| MACQUARIE MANAGEMENT COMPANY (ISF) 3 PTY LIMITED (IN | ||
| 116208354 | DEREGISTRATION) | Australia |
| HRB 74075 | Macquarie Management GmbH | Germany |
| 099 813 028 | MACQUARIE MASTER GEARED GROWTH FUND | Australia |
| 090 079 413 | MACQUARIE MASTER SMALL COMPANIES FUND | Australia |
| 51142C1/GBL | MACQUARIE MAURITIUS INVESTMENTS LIMITED | Mauritius |
| 133000987 | MACQUARIE MDW INVESTMENTS PTY LTD | Australia |
| 2264114 | Macquarie MEAP Holding Ltd. | Canada |
| 108538218 | MACQUARIE MEDIA FUND MANAGEMENT PTY LIMITED | Australia |
| 639997-5 | Macquarie Metals and Energy Capital (Canada) Ltd. | Canada |
| 4921203 | Macquarie Meters 1 (UK) Limited | United Kingdom |
| 4920378 | Macquarie Meters 2 (UK) Limited | United Kingdom |
| 7361419 | Macquarie Meters 3 (UK) Limited | United Kingdom |
| 1344888 | Macquarie Meters 4 Limited | Hong Kong |
| Not Applicable | MACQUARIE MEXICO INFRASTRUCTURE MANAGEMENT, S.A. DE C.V. | Mexico |
| 477795 | Macquarie Mexico Real Estate Management, S.A. de C.V. | Mexico |
| 4508971 | MACQUARIE MICROSTAR HOLDINGS INC | United States |
| 95180564 | MACQUARIE MIDDLE EAST HOLDINGS PTY LIMITED | Australia |
| 115524028 | MACQUARIE MIDDLE EAST MANAGEMENT LIMITED | Australia |
| 130225222 | MACQUARIE MIP II INVESTMENT PTY LIMITED | Australia |
| Macquarie MLH, LLC | United States | |
| 120070788 | MACQUARIE MORTGAGES CANADA HOLDINGS PTY LIMITED | Australia |
| MACQUARIE MORTGAGES FUNDING TRUST 2007-1 | United States | |
| 57760175 | MACQUARIE MORTGAGES PTY LIMITED | Australia |
| 010473862-3438695 | MACQUARIE MORTGAGES USA INC | United States |
| 4627119 | MACQUARIE NB US HOLDINGS INC. | United States |
| 4606760 | MACQUARIE NE HOLDINGS INC. | United States |
| 200404077D | MACQUARIE NE HOLDINGS (SINGAPORE) PTE. LIMITED | Singapore |
| 6798497 | Macquarie New World Gaming Canada Ltd. | Canada |
| N/A | Macquarie New World Gaming Partnership | Canada |
| 334868 | MACQUARIE NEW ZEALAND LIMITED | New Zealand |
| Macquarie NM Management II, Inc. | United States | |
| Macquarie NM Management I, Inc | United States | |
| 6697718 | Macquarie Nominees Limited | United Kingdom |
| 123851436 | MACQUARIE NOOSA PTY LTD | Australia |
| 3481018 | Macquarie North America Ltd. | Canada |
| 107464620 | MACQUARIE NOTE INVESTMENTS PTY LIMITED | Australia |
| 8595711 | MACQUARIE NZ HOLDINGS PTY LIMITED | Australia |
| 30414 | MACQUARIE OFFSHORE MASTER FUND LIMITED | Bermuda |
| 129 590 576 | MACQUARIE OFFSHORE SERVICES PTY LTD | Australia |
| FS200805155 | Macquarie Offshore Services Pty Ltd - Philippine Branch | Philippines |
| 4207954 | MACQUARIE OIL AND GAS HOLDINGS INC | United States |
| 770975-7 | Macquarie Oil Services Canada Ltd | Canada |
| OF2150 | MACQUARIE ONE LIMITED | United Arab Emirates |
| Macquarie One LLC | United States | |
| 2934705 | MACQUARIE OPTIONS PTY. LIMITED | Australia |
| Macquarie PA TAP Management I, Inc. | United States | |
| MACQUARIE PARTNERSHIP FINANCE CO PTY LIMITED (IN | ||
| 111494172 | DEREGISTRATION) | Australia |
| MACQUARIE PARTNERSHIP INVESTMENT HOLDINGS PTY LIMITED (IN | ||
| 107464264 | LIQUIDATION) | Australia |
| 115251619 | MACQUARIE PAYMENTS INFRASTRUCTURE HOLDINGS PTY LIMITED | Australia |
| 130903249 | MACQUARIE PDP SPV HOLDCO PTY LIMITED | Australia |
| 6349353 | MACQUARIE PETERBOROUGH HOSPITAL INVESTMENTS LIMITED | United Kingdom |
| Macquarie Physical Metals (USA) Inc. | United States | |
| 93919727 | MACQUARIE PIB MANAGEMENT PTY LIMITED (IN DEREGISTRATION) | Australia |
| 115622449 | MACQUARIE PIB PROJECT CO A PTY LIMITED | Australia |
| 115622458 | MACQUARIE PIB PROJECT CO B PTY LIMITED | Australia |
|---|---|---|
| Macquarie Platinum Katella Inc. | United States | |
| 8327852 | Macquarie PMI LLC | United States |
| Macquarie PMI Manager LLC | United States | |
| 4768433 | Macquarie Poinsettia Inc. | United States |
| MACQUARIE PORTFOLIO INVESTMENTS NO.1 PTY LIMITED (IN | ||
| 107464586 | LIQUIDATION) | Australia |
| MACQUARIE PORTFOLIO INVESTMENTS NO.2 PTY LIMITED (IN | ||
| 107464540 | LIQUIDATION) | Australia |
| Macquarie Power LLC | United States | |
| 4235312 | Macquarie Power Management Ltd. | Canada |
| 133 273 426 | MACQUARIE PRECISION MARKETING PTY LTD | Australia |
| 0100-01-119544 | MACQUARIE PRECISION MARKETING (JAPAN) LIMITED | Japan |
| MACQUARIE PRECISION MARKETING (JAPAN) LIMITED (Former Non-Bank | ||
| 0199-01-119544 | Group) | Japan |
| 1356202 | Macquarie Premium Funding Inc./Financement Primes Macquarie Inc. | Canada |
| 112561501 | MACQUARIE PRINCIPAL PTY LIMITED | Australia |
| 200703284G | MACQUARIE PRINCIPAL (SINGAPORE) PTE. LTD. | Singapore |
| 82038328 | MACQUARIE PRISM PTY LIMITED | Australia |
| 116782006 | MACQUARIE PRIVATE CAPITAL MANAGEMENT LIMITED | Australia |
| B162599 | Macquarie Private Markets Fund GP S.à r.l | Luxembourg |
| B162637 | Macquarie Private Markets Fund S.C.A., SICAV-FIS | Luxembourg |
| 89987388 | MACQUARIE PRIVATE PORTFOLIO MANAGEMENT LIMITED | Australia |
| 1405135 | Macquarie Private Wealth Corp./Gestion Privee Macquarie Corp. | Canada |
| 1745409 | Macquarie Private Wealth Inc./Gestion Privee Macquarie Inc. | Canada |
| 74453393 | MACQUARIE PROJECT FINANCE PTY LIMITED | Australia |
| 8606826 | MACQUARIE PROPERTY CHINA PTY LIMITED | Australia |
| MACQUARIE PROPERTY DEVELOPMENT FINANCE PTY LIMITED (IN | ||
| 77727318 | DEREGISTRATION) | Australia |
| AK640307 | MACQUARIE PROPERTY FINANCE LIMITED | New Zealand |
| 76560917 | MACQUARIE PROPERTY FINANCE MANAGEMENT PTY LIMITED | Australia |
| 65678962 | MACQUARIE PROPERTY INTERNATIONAL PTY LIMITED | Australia |
| MACQUARIE PROPERTY INVESTMENT MANAGEMENT 2 PTY LIMITED (IN | ||
| 105453736 | DEREGISTRATION) | Australia |
| MACQUARIE PROPERTY INVESTMENT MANAGEMENT 5 PTY LIMITED (IN | ||
| 120957333 | DEREGISTRATION) | Australia |
| MACQUARIE PROPERTY INVESTMENT MANAGEMENT 6 PTY LIMITED (IN | ||
| 120957360 | DEREGISTRATION) | Australia |
| MACQUARIE PROPERTY INVESTMENT MANAGEMENT HOLDINGS PTY | ||
| 88772203 | LIMITED | Australia |
| 64904169 | MACQUARIE PROPERTY (OBU) PTY LIMITED | Australia |
| 113621024 | MACQUARIE QUEEN STREET PTY LIMITED | Australia |
| 142 083 092 | MACQUARIE RADAR HOLDINGS PTY LIMITED | Australia |
| 730170-7 | Macquarie Rail Canada Limited | Canada |
| 4039167 | MACQUARIE RAIL INC. | United States |
| 4484981 | MACQUARIE RAIL MANAGEMENT LLC | United States |
| 115220123 | MACQUARIE READING PTY LIMITED | Australia |
| 4504560 | MACQUARIE REAL ESTATE ADVISORY SERVICES LLC | United States |
| MACQUARIE REAL ESTATE AFRICA INVESTMENTS PTY LIMITED - IN | ||
| 129 130 963 | LIQUIDATION | Australia |
| 623285 | MACQUARIE REAL ESTATE ASIA LIMITED (Former Bank Group) | Hong Kong |
| MACQUARIE REAL ESTATE ASIA NOMINEES PTY LIMITED (IN | ||
| 95918068 | DEREGISTRATION) | Australia |
| 0199-01-089825 | Macquarie Real Estate Capital KK (Former Bank Group) | Japan |
| 0100-01-089825 | MACQUARIE REAL ESTATE CAPITAL KK (In Liquidation) | Japan |
| 130364699 | MACQUARIE REAL ESTATE DEVELOPMENT CAPITAL (AUS) PTY LIMITED | Australia |
| MACQUARIE REAL ESTATE EQUITY FUND NO. 8 PTY LIMITED (IN | ||
| 132468690 3455302 |
DEREGISTRATION) MACQUARIE REAL ESTATE FINANCE INC |
Australia United States |
| 2920528 | MACQUARIE REAL ESTATE INC | United States |
| 6421191 104-81-74725 |
Macquarie Real Estate Investments Europe Limited MACQUARIE REAL ESTATE KOREA LIMITED (Former Bank Group) |
United Kingdom Korea, Republic of |
| 104-81-74725 | MACQUARIE REAL ESTATE KOREA LTD. | Korea, Republic of |
| 223524 | MACQUARIE REAL ESTATE OPPORTUNITIES MASTER FUND | Cayman Islands |
| 127762010 | Macquarie Real Estate Services Pty Limited | Australia |
| 200509669E | MACQUARIE REAL ESTATE SINGAPORE PTE. LIMITED | Singapore |
| 4326812 | Macquarie Real Estate Telecom Holdings LLC | United States |
| HRB 86922 | Macquarie Real Invest GmbH (in liquidation) | Germany |
| 102368052 | MACQUARIE REALTY SERVICES AUSTRALIA PTY LIMITED - IN | Australia |
| 4454539 | MACQUARIE RENEWABLE ENERGY INC | United States |
| 112147350 | MACQUARIE RENEWABLES HOLDINGS PTY LIMITED | Australia |
| MACQUARIE RENEWABLES MANAGEMENT PTY LIMITED (IN | ||
| 112588664 | DEREGISTRATION) | Australia |
| 125098179 | MACQUARIE RESIDENTIAL MANAGEMENT PTY LTD | Australia |
| MACQUARIE RESIDENTIAL TRUST | Australia | |
| 125098339 | MACQUARIE RESIDENTIAL (STATE) MANAGEMENT PTY LTD | Australia |
| 672846-4 | Macquarie Resource Capital Canada Ltd. | Canada |
|---|---|---|
| 130 224 949 | MACQUARIE RESOURCES INVESTMENT MANAGEMENT PTY LIMITED | Australia |
| 7055620 | Macquarie Restorations Limited | United Kingdom |
| 998584 | Macquarie Retail Management (Asia) Limited | Hong Kong |
| 1273174 | MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED | Hong Kong |
| MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED (Former Bank | ||
| 1273174 | Group) | Hong Kong |
| 6219852 | MACQUARIE RISK ADVISORY SERVICES PTY LIMITED | Australia |
| 3898413 | MACQUARIE RISK MANAGEMENT ADVISORY PTY LIMITED | Australia |
| 63267032 | MACQUARIE SCIENCE HOLDINGS PTY LIMITED | Australia |
| 728007-6 | Macquarie Securities Financing Ltd (Canada) | Canada |
| 104-81-99444 | MACQUARIE SECURITIES KOREA LIMITED | Korea, Republic of |
| 3435443 | MACQUARIE SECURITIES MANAGEMENT PTY LIMITED | Australia |
| 2006/023546/07 | MACQUARIE SECURITIES SOUTH AFRICA (PROPRIETARY) LIMITED | South Africa |
| 2832126 | MACQUARIE SECURITIES (AUSTRALIA) LIMITED | Australia |
| MACQUARIE SECURITIES (AUSTRALIA) LIMITED SHANGHAI | ||
| 3.10001E+14 | REPRESENTATIVE OFFICE | China |
| 1748511 | MACQUARIE SECURITIES (NZ) LIMITED | New Zealand |
| 1.05539E+11 | MACQUARIE SECURITIES (THAILAND) LIMITED | Thailand |
| 7283920 | Macquarie Securities (UK) Limited | United Kingdom |
| 3297336 | MACQUARIE SECURITISATION LIMITED | Australia |
| 641342 | MACQUARIE SECURITISATION (HONG KONG) LIMITED | Hong Kong |
| 75289002 | MACQUARIE SECURITISATION (OBU) PTY LIMITED | Australia |
| 010473862-3438695 | Macquarie Securitization USA LLC | United States |
| 496224 | MACQUARIE SERVICES (HONG KONG) LIMITED | Hong Kong |
| MSM081013GR9 | Macquarie Services (Mexico), S.A. de C.V. | Mexico |
| Macquarie Services (USA) Partners | United States | |
| 11.988.470/001-21 | Macquarie Servicos Agricolas Limitada | Brazil |
| 11.988.470/001-21 | Macquarie Servicos Agricolas Limitada (Former Bank Group) | Brazil |
| 126143860 | MACQUARIE SGT PTY LIMITED | Australia |
| 125336101 | MACQUARIE SHENTON PTY LIMITED | Australia |
| 127761871 | MACQUARIE SHEP INVESTMENTS PTY LIMITED | Australia |
| Macquarie Sierra Investment Holdings Inc. | United States | |
| 96705341 | MACQUARIE SOUTH KINGSCLIFF PTY LIMITED (In Liquidation) | Australia |
| 75295608 | MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED | Australia |
| 87382965 | MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED | Australia |
| EC#39329 | MACQUARIE SPECIALISED ASSET MANAGEMENT (BERMUDA) LIMITED | Bermuda |
| 125 574 389 | MACQUARIE SPECIALIST INVESTMENTS LENDING LIMITED | Australia |
| Macquarie Storage Investments Inc. | United States | |
| MACQUARIE STRUCTURED AND SPECIALIST INVESTMENTS HOLDINGS | ||
| 86587635 | PTY LIMITED | Australia |
| 583316 | MACQUARIE STRUCTURED PRODUCTS ASIA LIMITED | Virgin Islands, British |
| MACQUARIE STRUCTURED PRODUCTS ASIA LIMITED (NON HONG KONG | ||
| F14239 | COMPANY) | Hong Kong |
| 8607074 | MACQUARIE STRUCTURED PRODUCTS AUSTRALIA PTY LIMITED | Australia |
| HRB 87430 | Macquarie Structured Products (Europe) GmbH | Germany |
| 65747417 | MACQUARIE STRUCTURED PRODUCTS (INTERNATIONAL) LIMITED | Australia |
| Macquarie Structured Products (International) Limited (Registered as an | ||
| 2009/012427/10 | external Company in South Africa) | South Africa |
| 489855 | Macquarie Structured Securities (Europe) Public Limited Company | Ireland |
| 8607038 | MACQUARIE SWAN STREET PTY LIMITED | Australia |
| 92034403 | MACQUARIE SYNDICATE MANAGEMENT PTY LTD (Former Bank Group) | Australia |
| 92034403 | MACQUARIE SYNDICATE MANAGEMENT PTY LTD (IN DEREGISTRATION) | Australia |
| 62060879 | MACQUARIE SYNDICATION (NO. 7) PTY. LIMITED | Australia |
| 65309033 | MACQUARIE SYNDICATION (NO.12) PTY LIMITED | Australia |
| 4668277 | MACQUARIE TCG (USA) LLC | United States |
| 392769-T | MACQUARIE TECHNOLOGIES (M) SDN BHD | Malaysia |
| 392769-T | MACQUARIE TECHNOLOGIES (M) SDN BHD (Former Non-Bank Group) | Malaysia |
| C41050 | MACQUARIE TECHNOLOGY HOLDINGS (MALTA) LIMITED | Malta |
| 80218846 | MACQUARIE TECHNOLOGY INVESTMENTS LIMITED | Australia |
| 680639-2 | Macquarie Technology Services (Canada) Ltd. | Canada |
| 680639-2 | Macquarie Technology Services (Canada) Ltd. (Former Non-Bank Group) | Canada |
| 80472751 | MACQUARIE TECHNOLOGY VENTURES PTY LTD | Australia |
| 8606906 | MACQUARIE THIRTY-THIRD AVIATION LEASING PTY. LIMITED | Australia |
| 9642933 | MACQUARIE TOURISM & LEISURE PTY LIMITED (IN LIQUIDATION) | Australia |
| Macquarie Townsend LLC | United States | |
| 4598172 | MACQUARIE TRADING HOLDINGS INC. | United States |
| 4240237 | MACQUARIE TRADING SERVICES INC | United States |
| 0100-01-119358 | MACQUARIE TREASURY AND COMMODITIES (JAPAN) LIMITED | Japan |
| 28999 | MACQUARIE TREASURY MANAGEMENT LTD. | Bermuda |
| HRB 76979 | Macquarie Treuvermoegen GmbH | Germany |
| ARSN 093 394 926 | MACQUARIE TRUE INDEX AUSTRALIAN EQUITIES FUND | Australia |
| ARSN 103 324 821 | MACQUARIE TRUE INDEX AUSTRALIAN SHARE FUND | Australia |
| ARSN 118 888 547 | MACQUARIE TRUE INDEX CASH FUND | Australia |
| ARSN 093 394 793 ARSN 099 117 558 |
MACQUARIE TRUE INDEX FIXED INTEREST MACQUARIE TRUE INDEX GLOBAL BOND FUND |
Australia Australia |
| 134 225 915 | MACQUARIE TRUE INDEX GLOBAL INFRASTRUCTURE SECURITIES FUND | Australia |
|---|---|---|
| 121530041 | MACQUARIE TRUE INDEX INTERNATIONAL EQUITIES FUND | Australia |
| ARSN 093 394 515 | MACQUARIE TRUE INDEX LISTED PROPERTY | Australia |
| ARSN 100 056 595 | MACQUARIE TRUE INDEX PLUS AUSTRALIAN EQUITY | Australia |
| 6697750 | Macquarie Trustees Limited | United Kingdom |
| 2007/035961/07 | Macquarie Trustees South Africa (Proprietary) Limited | South Africa |
| MACQUARIE TWELFTH AVIATION LEASING PTY. LIMITED (IN | ||
| 8607029 | DEREGISTRATION) | Australia |
| 8607109 | MACQUARIE TWENTIETH AVIATION LEASING PTY. LIMITED | Australia |
| MACQUARIE TWENTY-SEVENTH AVIATION LEASING PTY. LIMITED - IN | ||
| 8606844 | LIQUIDATION | Australia |
| 2579363 | Macquarie UK Holdings Limited | United Kingdom |
| 8248121 | Macquarie UK Power Investments Limited | United Kingdom |
| 115219988 | MACQUARIE UK PROPERTY MANAGEMENT PTY LIMITED | Australia |
| 8253776 | Macquarie UK Rail Limited | United Kingdom |
| Macquarie US Gas Supply LLC | United States | |
| Macquarie US Trading LLC | United States | |
| 261723 | MACQUARIE VEHICLES (NZ) LIMITED | New Zealand |
| 4517192 | Macquarie Veridian Cove Inc. | United States |
| HRB 232580 | Macquarie Verwaltungs GmbH | Germany |
| 4474070 | Macquarie Water Heater Rentals Holdings 2 LLC | United States |
| 4370515 | Macquarie Water Heater Rentals Holdings LLC | United States |
| 4370511 | Macquarie Water Heater Rentals LLC | United States |
| 4684158 | MACQUARIE WATERFRONT PEARL INC. | United States |
| 168966 | MACQUARIE WEALTH MANAGEMENT (INDIA) PRIVATE LIMITED | India |
| 213181 | Macquarie Zhaopin Holdings Limited | Cayman Islands |
| 116308466 | MACQUARIE (171 COLLINS ST) PTY LIMITED | Australia |
| 115007817 | MACQUARIE (454 COLLINS STREET) PTY LIMITED - in liquidation | Australia |
| 198500776M | MACQUARIE (ASIA) PTE LTD. | Singapore |
| 27230949 | MACQUARIE (ASIA) PTE LTD. TAIWAN BRANCH | Taiwan |
| 119105896 | MACQUARIE (COLEMANS) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 6612064 | Macquarie (Europe) Nominees Limited | United Kingdom |
| 200228 | MACQUARIE (HK) FINANCIAL SERVICES LIMITED | Hong Kong |
| 0100-01-068766 | MACQUARIE (JAPAN) LIMITED | Japan |
| 110256418 SC280388 |
MACQUARIE (PYRMONT) PTY LIMITED (In Liquidation) Macquarie (Scotland) GP Limited |
Australia United Kingdom |
| 127762038 | MACQUARIE (STUD ROAD) PTY LIMITED | Australia |
| 6287793 | Macquarie (UK) Group Services Limited | United Kingdom |
| 6010500 | MAIL HOLDINGS PTY LIMITED | Australia |
| 66195 | MALL Jet Partners LDC | Cayman Islands |
| 86503 | MALL Partners II Limited | Cayman Islands |
| CR-93169 | MALL Partners III Limited | Cayman Islands |
| 66690 54786 |
MALL Partners I, LDC MALL/CL Air Leasing Cooperative Association |
Cayman Islands (Netherlands Antilles) |
| MAP HOLDING TRUST | Australia | |
| MC-257951 122169279 |
MAP II GP Limited Maquarie Group Employee Retained Equity Plan (MEREP Trust) |
Cayman Islands Australia |
| 90975456 500773510 RCS Paris |
MARGIN LENDING NOMINEES PTY LIMITED MASA (France) SARL |
Australia France |
| 500773726 RCS Paris 509 298 634 RCS Paris |
MASB (France) SARL MASC (France) SARL |
France France |
| 446197 | MASL Ireland (10) Limited | Ireland |
| 446196 | MASL Ireland (11) Limited | Ireland |
| 446195 | MASL Ireland (12) Limited | Ireland |
| 446206 | MASL Ireland (13) Limited | Ireland |
| 446207 | MASL Ireland (14) Limited | Ireland |
| 446210 | MASL Ireland (17) Limited | Ireland |
| 446187 | MASL Ireland (18) Limited | Ireland |
| 446188 | MASL Ireland (19) Limited | Ireland |
| 446189 | MASL Ireland (20) Limited | Ireland |
| 446190 | MASL Ireland (21) Limited | Ireland |
| 446191 | MASL Ireland (22) Limited | Ireland |
| 446192 | MASL Ireland (23) Limited | Ireland |
| 447475 | MASL Ireland (24) Limited | Ireland |
| 447474 | MASL Ireland (25) Limited | Ireland |
| 447987 | MASL Ireland (26) Limited | Ireland |
| 448204 | MASL Ireland (27) Limited | Ireland |
| 447980 | MASL Ireland (28) Limited | Ireland |
| 447981 446205 |
MASL Ireland (29) Limited MASL Ireland (2) Limited |
Ireland Ireland |
| 447982 447983 |
MASL Ireland (30) Limited MASL Ireland (31) Limited |
Ireland Ireland |
| 447984 | MASL Ireland (32) Limited | Ireland |
| 447985 | MASL Ireland (33) Limited | Ireland |
| 451456 451173 |
MASL Ireland (34) Limited MASL Ireland (35) Limited |
Ireland Ireland |
| 452129 | MASL Ireland (36) Limited | Ireland |
|---|---|---|
| 452130 | MASL Ireland (37) Limited | Ireland |
| 453683 | MASL Ireland (38) Limited | Ireland |
| 453684 | MASL Ireland (39) Limited | Ireland |
| 446204 | MASL Ireland (3) Limited | Ireland |
| 446203 | MASL Ireland (4) Limited | Ireland |
| 446202 | MASL Ireland (5) Limited | Ireland |
| 446201 | MASL Ireland (6) Limited | Ireland |
| 446200 | MASL Ireland (7) Limited | Ireland |
| 446199 | MASL Ireland (8) Limited | Ireland |
| 446198 | MASL Ireland (9) Limited | Ireland |
| 102964312 | MASL NO. 2 PTY LIMITED (IN DEREGISTRATION) | Australia |
| 556734-5524 | MASL Sweden (1) AB | Sweden |
| 556734-6068 | MASL Sweden (2) AB | Sweden |
| 556734-9310 | MASL Sweden (3) AB | Sweden |
| 556734-9328 | MASL Sweden (4) AB | Sweden |
| 556741-2498 | MASL Sweden (7) AB | Sweden |
| 556741-2506 | MASL Sweden (8) AB | Sweden |
| 6386342 | MASL UK (1) Limited | United Kingdom |
| LL08078 | MASL (Labuan) Limited | Malaysia |
| 8607092 | MBL REALTY INVESTMENT MANAGEMENT PTY. LIMITED | Australia |
| 1330132 | MBL RIVER LINKS PTY LIMITED (IN DEREGISTRATION) | Australia |
| 363941 | MC CAPITAL GROUP | Ireland |
| 69343693 | MC CAPITAL HOLDINGS NO.1 PTY LIMITED | Australia |
| 69343791 | MC CAPITAL HOLDINGS NO.2 PTY LIMITED | Australia |
| 146 752 329 | MC EDUCATION HOLDINGS PTY LTD | Australia |
| MC-207028 | MCA ACQUISITION CORP. | Cayman Islands |
| MC-207027 | MCA ACQUISITION HOLDINGS CORP. | Cayman Islands |
| 78223382 | MCF LEASING PTY LIMITED | Australia |
| 977935 | MCNEE HOLDINGS PTY LIMITED (IN LIQUIDATION) | Australia |
| 4526019 | MCP Solar Assets Partners I LLC | United States |
| 452697 | MCP Solar Assets Partners II LLC | United States |
| 4625932 | MEF US HOLDINGS INC. | United States |
| 4866246 | MEIF (UK) Limited | United Kingdom |
| 132 468 734 | MELRO HOLDCO PTY LIMITED | Australia |
| 132 468 734 | MELRO HOLDCO PTY LIMITED (Former Bank Group) | Australia |
| 2223765 | Merino Air Leasing, Inc. | United States |
| 84781555 | MERIT MANAGEMENT NO.1 PTY LIMITED - IN LIQUIDATION | Australia |
| 84781493 | MERIT NO.1 PTY LIMITED | Australia |
| 0 | MERIT TRUST NO. 2 | Australia |
| 140390629 | MGI PROTECTED ASSET FINANCING NO.1 PTY LTD (In Deregistration) | Australia |
| 200708397H | MGJ HOLDINGS PTE. LIMITED | Singapore |
| 200708397H | MGJ HOLDINGS PTE. LIMITED (Former Bank Group) | Singapore |
| 4346896 | MGOP Feeder I GP LLC | United States |
| 44351 | MIAC GROUP LTD | Bermuda |
| 4661999 | MIAC HOLDINGS (US) INC. | United States |
| 44352 | MIAC REINSURANCE LTD | Bermuda |
| 4662005 | MIAC SERVICES INC. | United States |
| 4323418 | MIF US Investment Holdings LLC | United States |
| 4323415 | MIF US INVESTMENT PARTNERSHIP | United States |
| 4261648 | MIHI LLC | United States |
| 0100-02-032951 | MJL ACE LTD. | Japan |
| 0100-02-032952 | MJL BAY LTD. | Japan |
| 8108745 | MMT I LLC | United States |
| 010473862-3438695 | MMUSA Warehouse No. 1 LLC | United States |
| 3613926 | Mongoose Acquisition LLC | United States |
| 103410297 | MONGOOSE PTY LTD | Australia |
| WK-133920 | Monkwell Investments Limited | Cayman Islands |
| 86587608 | MONT PARK DEVELOPMENT COMPANY PTY LIMITED Moonstone Lien Investments, LLC |
Australia United States |
| Not Registered | MOORE STREET TRUST | Australia |
| 8108683 | Mornington Funding 2012-1 PLC | United Kingdom |
| 8108607 | Mornington Holding Limited | United Kingdom |
| 460268 | MPFI Investments 1 Limited (in liquidation) | Ireland |
| 451722 | MPFI INVESTMENTS LIMITED | Ireland |
| MC-162571 | MQ ABSOLUTE RETURN STRATEGIES - ASIA | Cayman Islands |
| MQ Absolute Return Strategies - Asia LLC | United States | |
| 61160558 | MQ CAPITAL PTY LIMITED | Australia |
| MQ HELIX UK Market Strategy 1 L.P. | Guernsey | |
| 92552611 | MQ PORTFOLIO MANAGEMENT LIMITED | Australia |
| 86438995 | ||
| U51909MH2012FTC226545 | MQ SPECIALIST INVESTMENT MANAGEMENT LIMITED MQG Commodities (India) Private Limited |
Australia India |
| 109837783 129962269 |
MREEF SSF MANAGEMENT LIMITED MSI CASH TRUST |
Australia Australia |
| MUNICIPAL AND INFRASTRUCTURE ASSURANCE CORPORATION (Sold | ||
|---|---|---|
| 15/06/2011) | United States | |
| 117100615 FN215363K |
MUSASHI INVESTOR PTY LIMITED (IN LIQUIDATION) MXMM GmbH |
Australia Austria |
| 3337675 | NANWAY NOMINEES PTY LIMITED | Australia |
| 451296 | NCH Symphony Limited (in voluntary liquidation) | Ireland |
| 4107909 | NDI NO.1 LLC | United States |
| B132283 | New World Gaming International S.a.r.l | Luxembourg |
| 124392829 | NORTH-WEST EXPRESSWAY PTY LIMITED | Australia |
| BC0883591 157723441 |
NWG Canada Investments Ltd. NZ MORTGAGES PTY LTD |
Canada Australia |
| CR-114570 | O'Farrell Leasing (Holdings) Ltd. | Cayman Islands |
| OLF, LLC | United States | |
| 109649292 | OLICC TECHNOLOGIES PTY LTD | Australia |
| 79630603 | OMNI LEISURE OPERATIONS PTY LIMITED (In Liquidation) | Australia |
| One Call Debt Help LLC | United States | |
| 131 233 719 113519823 |
OPEN BROADBAND AUSTRALIA PTY LTD OT HOLDINGS PTY LIMITED |
Australia Australia |
| 115771992 | OUTPLAN PTY LIMITED | Australia |
| 205391 | OW Funding Limited | Cayman Islands |
| 71982244 | PACIFIC RIM OPERATIONS LIMITED | Australia |
| 4444506 | PADUA MG HOLDINGS LLC | United States |
| not registered | PARENTS AT WORK INVESTMENT UNIT TRUST | Australia |
| 107805452 | PARENTS@WORK PTY LIMITED | Australia |
| 134 011 313 | PARETO GLOBAL RISK ADJUSTED ALPHA TRUST | Australia |
| 490262 | Pathglade Limited (in voluntary liquidation) PELICAN WAREHOUSE TRUST NO.1 |
Ireland Australia |
| PEREGRINE SELLER TRUST | Australia | |
| PEREGRINE SERIES TRUST 2009-1 | Australia | |
| Petro Tradelinks Inc. | United States | |
| Pipeline Rehabilitation No.4 Trust | Australia | |
| C205320 | PIRANGUT CYPRUS NO. 1 LIMITED (Former Bank Group) | Cyprus |
| C205320 C205304 |
PIRANGUT CYPRUS NO. 1 LIMITED (IN LIQUIDATION) PIRANGUT CYPRUS NO. 2 LIMITED (Former Bank Group) |
Cyprus Cyprus |
| C205304 | PIRANGUT CYPRUS NO. 2 LIMITED (IN LIQUIDATION) | Cyprus |
| 117100599 | PLEIADES INVESTOR PTY LIMITED | Australia |
| 80106412 | Polar Finance Pty Limited | Australia |
| 8288421 | Poseidon InvestCo GP Limited | United Kingdom |
| 2382149 | Presidio Partners LLC | United States |
| 124071405 | Prodigal Asian Long Short Fund PROP CO NO. 1 PTY LTD (IN DEREGISTRATION) |
Australia Australia |
| 09.03.1.67.21972 | PT Macquarie Capital Securities Indonesia | Indonesia |
| 09.03.1.05.73897 | PT MACQUARIE COMMODITIES INDONESIA | Indonesia |
| 09.03.1.70.68374 | PT MPM INDONESIA | Indonesia |
| 09.03.1.46.66473 | PT WANA HIJAU NUSANTARA (Former Non-Bank Group) | Indonesia |
| 111086705 not registered |
PTK INVESTOR PTY LIMITED (IN DEREGISTRATION) PUMA GLOBAL TRUST NO.5 |
Australia Australia |
| 64904212 | PUMA MANAGEMENT PTY LIMITED | Australia |
| not registered | PUMA MASTER FUND P-10 | Australia |
| no registered | PUMA MASTER FUND P-11 | Australia |
| PUMA MASTER FUND P-8 | Australia | |
| PUMA MASTER FUND P-9 PUMA MASTER FUND S-2 |
Australia Australia |
|
| PUMA MASTERFUND H-1 | Australia | |
| PUMA MASTERFUND P-13 | Australia | |
| PUMA MASTERFUND P-14 | Australia | |
| not registered | PUMA MASTERFUND P-15 | Australia |
| PUMA MASTERFUND P-16 | Australia | |
| PUMA MASTERFUND P-17 PUMA Masterfund P-18 |
Australia Australia |
|
| PUMA Masterfund P-19 | Australia | |
| PUMA MASTERFUND P12 | Australia | |
| PUMA Masterfund S-10 | Australia | |
| PUMA MASTERFUND S-11 | Australia | |
| PUMA Masterfund S-12 PUMA Masterfund S-13 |
Australia Australia |
|
| PUMA MASTERFUND S-5 | Australia | |
| PUMA MASTERFUND S-6 | Australia | |
| not registered | PUMA Masterfund S-7 | Australia |
| PUMA MASTERFUND S-8 | Australia | |
| PUMA Masterfund S-9 PUMA MASTERFUND S3 |
Australia Australia |
|
| not registered | PUMA SUB FUND CRS | Australia |
| Not registered | PUMA SUB FUND GSF | Australia |
| not registered | PUMA SUB FUND SPAN | Australia |
| PUMA SUBFUND B-1 | Australia |
| PUMA SUBFUND COMMBANK | Australia | |
|---|---|---|
| 511 507 527 RCS Grenoble | Pure Montain Company S.A.S. | France |
| 118472441 | RANSHAR PTY LTD - IN LIQUIDATION | Australia |
| 4644365 | RED HOLLOW WIND LLC | United States |
| 2.00902E+11 | Regal Capital Advisors, LLC | United States |
| Regal Capital Group, LLC | United States | |
| not registered | REGIONAL MEDIA TRUST | Australia |
| Relational Technology Services, Inc. | United States | |
| 150 449 684 | RELOAD WIND FARM PTY LTD | Australia |
| RELOAD WIND FARM TRUST | Australia | |
| 124947388 | RESF NO. 1 PTY LTD | Australia |
| 200921086K | RESOURCE MARINE PTE. LIMITED | Singapore |
| 148013316 | RESOURCE MARINE PTE. LIMITED (Australian Representative Office) | Australia |
| 200921086K | RESOURCE MARINE PTE. LIMITED (FORMER NON-BANK) | Singapore |
| FC029978 | Resource Marine Pte. Limited (UK Establishment) | United Kingdom |
| 144 871 554 | RESOURCES HOLDINGS NO.1 PTY LIMITED (IN DEREGISTRATION) | Australia |
| Retirement Financial Services, Inc. | United States | |
| 114 594 080 | REVERSE MORTGAGE SERVICES PTY LTD | Australia |
| 153718079 | RISK ADVICE SPECIALISTS PTY LTD | Australia |
| 114 530 139 | RISMARK INTERNATIONAL FUNDS MANAGEMENT LTD | Australia |
| Rismark International Funds Management Trust | Australia | |
| 5129984 | ROSS PLASTICS PTY LTD (IN DEREGISTRATION) | Australia |
| CH -150.4.000.882-8 | Rossignol GmbH | Switzerland |
| P.I. 00351680079 | Rossignol Lange S.R.L. | Italy |
| FN Innsbruck 30814 | Rossignol Osterreich GmbH | Austria |
| 161930029 | Rossignol Sci S.R.L. | Italy |
| Rossignol Ski Company, Incorporated | United States | |
| HRB 7401 | Rossignol Ski Deutschland GmbH | Germany |
| 48603C1/GBL | SAN LING INVESTMENTS LIMITED | Mauritius |
| 58639688 | SEDULOUS INVESTMENTS PTY LIMITED | Australia |
| 3477679 | Service Line Warranties of America, Inc. | United States |
| Service Line Warranties of America, Inc. | United States | |
| 3484259 | SHALINA PTY LIMITED (IN DEREGISTRATION) | Australia |
| 4721411 | SHELBY ENERGY HOLDINGS, LLC | United States |
| 464139 | Shichi Limited | Ireland |
| 2008/022345/07 | Shieldco Securities S1 (Pty) Limited | South Africa |
| 7163380 | SiCURAnt InvestCo GP Limited | United Kingdom |
| 606 320 174 RCS ANNECY | Skis Dynastar S.A.S. | France |
| 835447 | Skis Dynastar, Inc | United States |
| B 08 - 266140 | Skis Rossignol de Espana, S.L. | Spain |
| 056 502 958 RCS | ||
| GRENOBLE | Skis Rossignol S.A.S. | France |
| SMART ABS Series 2012-2US Trust | Australia | |
| to be incorporated | SMART ABS Series 2012-3EQ Trust | Australia |
| not registered | SMART ABS Series 2012-4US Trust | Australia |
| SMART ANZ WAREHOUSE Trust | Australia | |
| SMART J WAREHOUSE TRUST | Australia | |
| SMART MBL WAREHOUSE TRUST | Australia | |
| SMART RBS WAREHOUSE TRUST | Australia | |
| SMART RESIDUAL VALUE SERIES TRUST | Australia | |
| SMART SERIES 2007-3E TRUST SMART SERIES 2008-1E TRUST |
Australia Australia |
|
| SMART SERIES 2008-2 TRUST SMART SERIES 2008-3 TRUST |
Australia Australia |
|
| SMART Series 2009-1 Trust SMART Series 2010-1US Trust |
Australia Australia |
|
| unlisted | SMART Series 2010-2 Trust | Australia |
| not registered | SMART SERIES 2011-1US TRUST | Australia |
| not registered | SMART Series 2011-2US Trust | Australia |
| SMART Series 2011-3 Trust | Australia | |
| SMART Series 2011-4US Trust | Australia | |
| unlisted | SMART Series 2012-1US Trust | Australia |
| 320 114 937 | Societe Civile Immobiliere Promo-Star | France |
| Specialty Finance Holdings, Inc. | United States | |
| 3421628 | Stanyan Leasing Corporation | United States |
| HRB80040 | Structural Support Systems Germany GmbH | Germany |
| 128219330 | SUREPARK HOLDINGS PTY LIMITED (Former Bank Group) | Australia |
| 127761960 | SurePark PTY LTD | Australia |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED (Former Non-Bank Group) | Cayman Islands |
| MC189033 | SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED | Cayman Islands |
| MC189033 | SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED (Non-Bank Group) | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED (Former Non-Bank Group) TA Trust |
Cayman Islands Australia |
| 6740344 | Tank Devils Ltd | United Kingdom |
|---|---|---|
| 4439050 | TAURUS AEROSPACE GROUP INC. | United States |
| 4439057 | TAURUS AEROSPACE GROUP LLC | United States |
| 5058776 | Taurus Aerospace Holdings, LLC | United States |
| 4578519 | Taurus Tanks Inc. | United States |
| Tax Ease CA, LLC | United States | |
| Tax Ease Employee Services Company LLC | United States | |
| Tax Ease Funding GP LLC | United States | |
| Tax Ease Funding, LP | United States | |
| Tax Ease Holdings LLC | United States | |
| Tax Ease Lien Investments 1 LLC | United States | |
| Tax Ease Lien Servicing LLC | United States | |
| Tax Ease NY, LLC | United States | |
| Tax Ease Ohio, LLC | United States | |
| Tax Ease PA, Inc | United States | |
| Tax Ease, LP | United States | |
| 85356770 | TEGENSEE PTY LIMITED (IN DEREGISTRATION) | Australia |
| 113508160 | TELBANE 2 PTY LIMITED | Australia |
| 70142951 | TELBANE PTY LTD | Australia |
| 79630649 | TEN7 PTY LIMITED | Australia |
| HRB80044 | Tension Services Holdings GmbH | Germany |
| 238030 | Tex Funding | Cayman Islands |
| Texas Rail Terminal LLC | United States | |
| OC315196 | The Bluebell Transportation LLP | United Kingdom |
| Not Registered | The Concept Blue Property Trust | Australia |
| THE GLOBAL DEBT LIMITED PARTNERSHIP NO. 2 | Australia | |
| OC315171 | The Goonzaran LLP | United Kingdom |
| THE MACQUARIE TOPI40 INVESTMENT TRUST | South Africa | |
| IT1872/2007 | THE MF TRUST | South Africa |
| Not Registered | THE NSW RESIDENTIAL TRUST | Australia |
| THE TRUSTEE FOR MACQUARIE EMERGING MARKETS | ||
| INFRASTRUCTURE SECURITIES FUND | Australia | |
| Not Registered | THE VICTORIA RESIDENTIAL TRUST | Australia |
| 64721080 | TOUCHSTONE MACQUARIE PTY LIMITED (Former Bank Group) | Australia |
| 2012853459 | Tristone Capital Global Inc. | Canada |
| 208568022 | Tristone Capital Inc. | Canada |
| 5366079 | Tristone Capital Limited | United Kingdom |
| Tristone Capital LLC | United States | |
| 6144124 | Tristone Capital Nominees Limited (in Strike Off) | United Kingdom |
| 2012712838 | Tristone Capital SA Ltd | Canada |
| Tristone Capital SA (Argentine Branch) | Argentina | |
| 9633603 | TRYPTIC PTY LIMITED - IN LIQUIDATION | Australia |
| 81119619 | UPL DEVELOPMENTS PTY LIMITED | Australia |
| 114734557 | UPL (CATHERINE FIELD) PTY LIMITED (IN LIQUIDATION) | Australia |
| 116908537 | UPL (KIRRA) PTY LIMITED | Australia |
| 127048659 | UPL (NO 15) PTY LIMITED | Australia |
| 127049110 | UPL (NO 19) PTY LIMITED (IN LIQUIDATION) | Australia |
| 127049254 | UPL (NO 22) PTY LIMITED | Australia |
| 116908493 | UPL (NO 6) PTY LIMITED | Australia |
| 116908582 | UPL (NO 7) PTY LIMITED | Australia |
| 116908635 | UPL (NO 9) PTY LIMITED | Australia |
| 114734986 | UPL (NO. 11) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 115793685 | UPL (NSW) PTY LIMITED | Australia |
| 127049227 | UPL (PALMVIEW) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 115007933 | UPL (PORTARLINGTON) PTY LIMITED (IN LIQUIDATION) | Australia |
| 120934741 | UPL (QLD) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 85359833 | UPL (SA) PTY LIMITED | Australia |
| 84657616 | UPL (UNDERDALE) PTY LIMITED | Australia |
| 115912822 | UPL (VIC) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 95793141 | UPL (WA) PTY LTD | Australia |
| 115007755 | UPL (WHITBY) PTY LIMITED | Australia |
| 55500902 | UPMILL NOMINEES PTY LIMITED | Australia |
| 81119495 | URBAN PACIFIC PTY LIMITED | Australia |
| URBAN PACIFIC SPRINGTHORPE INVESTMENT PTY LIMITED (IN | ||
| 92034458 | DEREGISTRATION) | Australia |
| 113918166 | URBAN PACIFIC (BEROWRA) PTY LIMITED | Australia |
| 115131345 | URBAN PACIFIC (FLETCHER) PTY LIMITED (IN LIQUIDATION) | Australia |
| 114197429 | URBAN PACIFIC (SOMERSET) PTY LIMITED (IN LIQUIDATION) | Australia |
| 3705740 | Utility Metering Services Limited | United Kingdom |
| Utility Service Partners Private Label of Virginia Inc. | United States | |
| 3993140 | UTILITY SERVICE PARTNERS PRIVATE LABEL, INC. | United States |
| 3709191 | UTILITY SERVICE PARTNERS, INC. | United States |
| 8592916 | UTOPIA PTY LIMITED (IN DEREGISTRATION) | Australia |
| 3201303 | ||
| VALCORA PTY LIMITED - IN LIQUIDATION | Australia | |
| WK-137396 107-87-51612 |
Valley Leasing Limited VALUE LOAN MORTGAGE LLC |
Cayman Islands Korea, Republic of |
| 8586927 | VARZY PTY LIMITED (IN DEREGISTRATION) | Australia |
|---|---|---|
| 80218622 | VICWIRE PARTNERSHIP PTY LIMITED (IN DEREGISTRATION) | Australia |
| WK-166995 | West Portal Leasing Limited | Cayman Islands |
| Winslow Lien Investments, LLC | United States | |
| 54813080 | WOODROSS NOMINEES PTY. LIMITED | Australia |
| 2736423 | WUXTA PTY LIMITED (In Deregistration) | Australia |
| YAYASAN HUTAN HIJAU (Former Non-Bank Group) | Indonesia | |
| 5532426 | YBR Feeder GP Limited | United Kingdom |
| 1449995 | Yorkton Capital Partners II Inc. | Canada |
| 1430727 | Yorkton Capital Partners Inc. | Canada |
| BIN 100829696 | Yorkton Partners 2000 Fund, LP | Canada |
| BIN 110589777 | Yorkton Partners 2001 Fund, LP | Canada |
| BIN: 101242931 | Yorkton Private Equity Limited Partnership | Canada |
| BIN: 110078755 | Yorkton Private Equity Non-Resident Limited Partnership | Canada |
| 2798503 | ZELENKA PTY LIMITED - IN LIQUIDATION | Australia |
| 4721409 | ZODIAC ENERGY HOLDINGS, LLC | United States |
ANNEXURE 'B'
This is the annexure marked 'B' of 14 page(s) referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
Consideration
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 28-Nov-13 MIML | On Market Purchase | AUD 1.58 | 7,172 | FPO | 7,172 | |
| 29-Nov-13 MIML | On Market Purchase | AUD 1.58 | 2,186 | FPO | 2,186 8,300 |
|
| 29-Nov-13 MIML 11-Dec-13 MIML |
On Market Purchase | AUD 1.58 | 8,300 | FPO | 1,571 | |
| 12-Dec-13 MIML | On Market Sale On Market Sale |
AUD 1.50 AUD 1.48 |
-1,571 -561 |
FPO FPO |
561 | |
| 16-Dec-13 MIML | On Market Sale | AUD 1.51 | -6,973 | FPO | 6,973 | |
| 17-Dec-13 MIML | On Market Sale | AUD 1.50 | -2,394 | FPO | 2,394 | |
| 18-Dec-13 MIML | On Market Sale | AUD 1.50 | -833 | FPO | 833 | |
| 20-Dec-13 MLL | On Market Sale | AUD 1.55 | -1,327 | FPO | 1,327 | |
| 27-Dec-13 MIML | On Market Sale | AUD 1.54 | -1,109 | FPO | 1,109 | |
| 31-Dec-13 MIML | On Market Sale | AUD 1.54 | -4,891 | FPO | 4,891 | |
| 06-Jan-14 MIML | On Market Sale | AUD 1.55 | -2,654 | FPO | 2,654 | |
| 10-Jan-14 MIML | On Market Purchase | AUD 1.57 | 2,766 | FPO | 2,766 | |
| 17-Jan-14 MIML | On Market Sale | AUD 1.54 | -1,715 | FPO | 1,715 | |
| 29-Jan-14 MIML | On Market Sale | AUD 1.49 | -1,435 | FPO | 1,435 | |
| 03-Feb-14 MIML | On Market Sale | AUD 1.49 | -1,324 | FPO | 1,324 | |
| 17-Feb-14 MIML | On Market Sale | AUD 1.55 | -9,259 | FPO | 9,259 | |
| 24-Feb-14 MIML | On Market Sale | AUD 1.59 | -3,224 | FPO | 3,224 | |
| 24-Feb-14 MIML | On Market Purchase | AUD 1.59 | 5,989 | FPO | 5,989 | |
| 04-Mar-14 MIML | On Market Sale | AUD 1.64 | -1,116 | FPO | 1,116 | |
| 13-Mar-14 MIML | On Market Purchase | AUD 1.69 | 5,035 | FPO | 5,035 | |
| 14-Mar-14 MIML | On Market Sale | AUD 1.64 | -1,008 | FPO | 1,008 | |
| 17-Mar-14 MIML | On Market Sale | AUD 1.65 | -1,343 | FPO | 1,343 | |
| 21-Mar-14 MLL | On Market Sale | AUD 1.62 | -2,372 | FPO | 2,372 18,893 |
|
| 24-Mar-14 MIML 08-Jan-14 MIML |
On Market Sale On Market Sale |
AUD 1.62 AUD 1.56 |
-18,893 -3,828 |
FPO FPO |
3,828 | |
| 26-Feb-14 MIML | On Market Purchase | AUD 1.61 | 2,093 | FPO | 2,093 | |
| 05-Mar-14 | MPPM | On Market Purchase | AUD 1.67 | 1,283 | FPO | 1,283 |
| 21-Mar-14 | MPPM | On Market Purchase | AUD 1.65 | 88 | FPO | 88 |
| 28-Nov-13 | Borrow Return under stock | AUD 1.69 | -238,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 238,000 | ||||
| 29-Nov-13 | Borrow Return under stock | AUD 1.67 | -156,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 156,000 | ||||
| 05-Dec-13 | Borrow Delivery under stock | USD 1.50 | 1,500,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure F. | 1,500,000 | ||||
| 06-Dec-13 | Borrow Delivery under stock lending agreement. Please |
AUD 1.61 | 3,000 | FPO | ||
| MBL | refer to annexure C. | 3,000 | ||||
| 06-Dec-13 | Borrow Return under stock | AUD 1.63 | -1,413,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 1,413,000 | ||||
| 09-Dec-13 | Borrow Delivery under stock | AUD 1.61 | 27,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 27,000 | ||||
| 10-Dec-13 | Borrow Delivery under stock | AUD 1.59 | 3,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 3,000 | ||||
| 13-Dec-13 | Borrow Delivery under stock | AUD 1.55 | 1,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 1,000 | ||||
| 13-Dec-13 | Borrow Return under stock lending agreement. Please |
AUD 1.58 | -121,000 | FPO | ||
| MBL | refer to annexure E. | 121,000 | ||||
| 16-Dec-13 | Borrow Delivery under stock | AUD 1.55 | 3,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 3,000 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 17-Dec-13 | Borrow Delivery under stock | AUD 1.59 | 25,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 25,000 | ||||
| 19-Dec-13 | Borrow Delivery under stock | AUD 1.58 | 5,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 5,000 | ||||
| 27-Dec-13 | Borrow Delivery under stock | AUD 1.65 | 30,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 30,000 | ||||
| 30-Dec-13 | Borrow Delivery under stock | AUD 1.61 | 20,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 20,000 | ||||
| 13-Jan-14 | Borrow Delivery under stock | AUD 1.65 | 5,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 5,000 | ||||
| 13-Jan-14 | Borrow Return under stock | AUD 1.63 | -3,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 3,000 | ||||
| 13-Jan-14 | Borrow Return under stock | AUD 1.63 | -3,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 3,000 | ||||
| 13-Jan-14 | Borrow Return under stock | AUD 1.63 | -3,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 3,000 | ||||
| 13-Jan-14 | Borrow Return under stock | AUD 1.63 | -5,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 5,000 | ||||
| 13-Jan-14 | Borrow Return under stock | AUD 1.63 | -1,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 1,000 | ||||
| 13-Jan-14 | Borrow Return under stock | AUD 1.63 | -65,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 65,000 | ||||
| 20-Jan-14 | Borrow Delivery under stock | AUD 1.65 | 180,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 180,000 | ||||
| 21-Jan-14 | Borrow Delivery under stock | AUD 1.60 | 47,000 | FPO | ||
| MBL | lending agreement. Please | 47,000 | ||||
| 22-Jan-14 | refer to annexure E. Borrow Delivery under stock |
AUD 1.62 | 15,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 15,000 | ||||
| 23-Jan-14 | Borrow Delivery under stock | AUD 1.61 | 210,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 210,000 | ||||
| 24-Jan-14 | Borrow Delivery under stock | AUD 1.60 | 205,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 205,000 | ||||
| 28-Jan-14 | Borrow Delivery under stock | AUD 1.60 | 625,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 625,000 | ||||
| 29-Jan-14 | Borrow Return under stock | USD 1.36 | -155,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 155,000 | ||||
| 30-Jan-14 | Borrow Delivery under stock | AUD 1.60 | 160,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 160,000 | ||||
| 31-Jan-14 | Borrow Return under stock | AUD 1.56 | -55,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 55,000 | ||||
| 31-Jan-14 | Borrow Return under stock | AUD 1.60 | -30,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 30,000 | ||||
| 03-Feb-14 | Borrow Delivery under stock | AUD 1.60 | 300,000 | FPO | ||
| MBL | lending agreement. Please | 300,000 | ||||
| refer to annexure D. | ||||||
| 04-Feb-14 | Borrow Delivery under stock | AUD 1.60 | 315,000 | FPO | ||
| MBL | lending agreement. Please refer to annexure D. |
315,000 | ||||
| 05-Feb-14 | Borrow Delivery under stock | AUD 1.56 | 27,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | 27,000 | |||||
| refer to annexure E. |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 06-Feb-14 | Borrow Delivery under stock lending agreement. Please |
AUD 1.60 | 450,000 | FPO | ||
| MBL | refer to annexure D. | 450,000 | ||||
| 07-Feb-14 | Borrow Return under stock | AUD 1.56 | -180,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 180,000 | ||||
| 07-Feb-14 | Borrow Return under stock | AUD 1.60 | -30,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 30,000 | ||||
| 10-Feb-14 | Borrow Delivery under stock | AUD 1.60 | 250,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 250,000 | ||||
| 10-Feb-14 | Borrow Return under stock | AUD 1.56 | -5,000 | FPO | ||
| MBL | lending agreement. Please | 5,000 | ||||
| 11-Feb-14 | refer to annexure C. Borrow Delivery under stock |
AUD 1.65 | 660,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 660,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -180,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 180,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -121,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 121,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -50,000 | FPO | ||
| MBL | lending agreement. Please refer to annexure E. |
50,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -50,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 50,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -50,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 50,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -30,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 30,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -50,000 | FPO | ||
| MBL | lending agreement. Please refer to annexure E. |
50,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -27,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 27,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.58 | -29,000 | FPO | ||
| MBL | lending agreement. Please | 29,000 | ||||
| 11-Feb-14 | refer to annexure E. Borrow Return under stock |
AUD 1.58 | -17,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 17,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.57 | -5,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure F. | 5,000 | ||||
| 11-Feb-14 | Borrow Return under stock | AUD 1.60 | -30,000 | FPO | ||
| MBL | lending agreement. Please refer to annexure G. |
30,000 | ||||
| 13-Feb-14 | Borrow Delivery under stock | AUD 1.59 | 46,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure C. | 46,000 | ||||
| 14-Feb-14 | Borrow Delivery under stock | AUD 1.60 | 50,000 | FPO | ||
| lending agreement. Please | ||||||
| 14-Feb-14 | MBL | refer to annexure D. Borrow Delivery under stock |
AUD 1.60 | 700,000 | FPO | 50,000 |
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 700,000 | ||||
| 14-Feb-14 | Borrow Return under stock | AUD 1.60 | -200,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 200,000 | ||||
| 14-Feb-14 | Borrow Return under stock | AUD 1.60 | -500,000 | FPO | ||
| MBL | lending agreement. Please refer to annexure G. |
500,000 | ||||
| 17-Feb-14 | Borrow Delivery under stock | AUD 1.65 | 637,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 637,000 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 17-Feb-14 | Borrow Return under stock | AUD 1.60 | -577,775 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 577,775 | ||||
| 18-Feb-14 | Borrow Delivery under stock | AUD 1.65 | 50,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 50,000 | ||||
| 19-Feb-14 | Borrow Delivery under stock lending agreement. Please |
AUD 1.65 | 180,000 | FPO | ||
| MBL | refer to annexure D. | 180,000 | ||||
| 21-Feb-14 | Borrow Delivery under stock | AUD 1.70 | 133,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure D. | 133,000 | ||||
| 24-Feb-14 | Borrow Delivery under stock | AUD 1.70 | 70,000 | FPO | ||
| MBL | lending agreement. Please refer to annexure D. |
70,000 | ||||
| 27-Feb-14 | Borrow Delivery under stock | AUD 1.70 | 138,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 138,000 | ||||
| 28-Feb-14 | Borrow Delivery under stock | AUD 1.75 | 150,000 | FPO | ||
| lending agreement. Please | ||||||
| 05-Mar-14 | MBL | refer to annexure D. Borrow Return under stock |
AUD 1.70 | -95,000 | FPO | 150,000 |
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 95,000 | ||||
| 07-Mar-14 | Borrow Delivery under stock | AUD 1.76 | 124,000 | FPO | ||
| lending agreement. Please | ||||||
| 11-Mar-14 | MBL | refer to annexure E. Borrow Delivery under stock |
AUD 1.75 | 300,000 | FPO | 124,000 |
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 300,000 | ||||
| 12-Mar-14 | Borrow Delivery under stock | AUD 1.75 | 66,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 66,000 | ||||
| 13-Mar-14 | Borrow Return under stock lending agreement. Please |
AUD 1.75 | -115,000 | FPO | ||
| MBL | refer to annexure E. | 115,000 | ||||
| 14-Mar-14 | Borrow Delivery under stock | AUD 1.80 | 50,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 50,000 | ||||
| 17-Mar-14 | Borrow Delivery under stock lending agreement. Please |
AUD 1.75 | 65,000 | FPO | ||
| MBL | refer to annexure D. | 65,000 | ||||
| 19-Mar-14 | Borrow Return under stock | AUD 1.74 | -160,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure E. | 160,000 | ||||
| 20-Mar-14 | Borrow Return under stock lending agreement. Please |
AUD 1.74 | -185,000 | FPO | ||
| MBL | refer to annexure E. | 185,000 | ||||
| 26-Mar-14 | Borrow Delivery under stock | AUD 1.75 | 150,000 | FPO | ||
| lending agreement. Please | ||||||
| MBL | refer to annexure G. | 150,000 | ||||
| 28-Nov-13 28-Nov-13 |
MBL MBL |
On market sale On market purchase |
AUD 1.60 AUD 1.58 |
-2,120 16,389 |
FPO FPO |
2,120 16,389 |
| 28-Nov-13 | MBL | On market sale | AUD 1.60 | -1,900 | FPO | 1,900 |
| 28-Nov-13 | MBL | On market purchase | AUD 1.60 | 368 | FPO | 368 |
| 28-Nov-13 | MBL | On market purchase | AUD 1.60 | 1,643 | FPO | 1,643 |
| 29-Nov-13 | MBL | On market purchase | AUD 1.58 | 20,409 | FPO | 20,409 |
| 29-Nov-13 29-Nov-13 |
MBL MBL |
On market purchase On market purchase |
AUD 1.59 AUD 1.59 |
368 368 |
FPO FPO |
368 368 |
| 29-Nov-13 | MBL | On market purchase | AUD 1.59 | 368 | FPO | 368 |
| 29-Nov-13 | MBL | On market purchase | AUD 1.59 | 736 | FPO | 736 |
| 29-Nov-13 | MBL | On market purchase | AUD 1.59 | 1,643 | FPO | 1,643 |
| 02-Dec-13 | MBL | On market purchase | AUD 1.56 | 133 | FPO | 133 |
| 02-Dec-13 02-Dec-13 |
MBL MBL |
On market purchase On market sale |
AUD 1.56 AUD 1.56 |
322 -736 |
FPO FPO |
322 736 |
| 02-Dec-13 | MBL | On market sale | AUD 1.57 | -17,261 | FPO | 17,261 |
| 02-Dec-13 | MBL | On market purchase | AUD 1.57 | 17,261 | FPO | 17,261 |
| 02-Dec-13 | MBL | On market sale | AUD 1.57 | -1,932 | FPO | 1,932 |
| 02-Dec-13 | MBL | On market sale | AUD 1.57 | -289 | FPO | 289 |
| 03-Dec-13 03-Dec-13 |
MBL MBL |
On market sale On market purchase |
AUD 1.55 AUD 1.55 |
-8,278 1,597 |
FPO FPO |
8,278 1,597 |
| 03-Dec-13 | MBL | On market purchase | AUD 1.56 | 333 | FPO | 333 |
| 03-Dec-13 | MBL | On market purchase | AUD 1.56 | 368 | FPO | 368 |
| 03-Dec-13 | MBL | On market purchase | AUD 1.57 | 2,970 | FPO | 2,970 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 03-Dec-13 | MBL | On market purchase | AUD 1.58 | 3,445 | FPO | 3,445 |
| 03-Dec-13 | MBL MBL |
On market sale | AUD 1.58 | -1,597 | FPO | 1,597 1,314 |
| 03-Dec-13 04-Dec-13 |
MBL | On market sale On market sale |
AUD 1.58 AUD 1.54 |
-1,314 -3,284 |
FPO FPO |
3,284 |
| 04-Dec-13 | MBL | On market sale | AUD 1.56 | -6,367 | FPO | 6,367 |
| 04-Dec-13 | MBL | On market sale | AUD 1.56 | -20 | FPO | 20 |
| 04-Dec-13 | MBL | On market purchase | AUD 1.56 | 6,043 | FPO | 6,043 |
| 04-Dec-13 | MBL | On market sale | AUD 1.57 | -2,100 | FPO | 2,100 |
| 05-Dec-13 | MBL | On market sale | AUD 1.54 | -1,182 | FPO | 1,182 |
| 05-Dec-13 | MBL | On market sale | AUD 1.55 | -333 | FPO | 333 |
| 05-Dec-13 | MBL | On market sale | AUD 1.56 | -1,313 | FPO | 1,313 |
| 06-Dec-13 | MBL | On market purchase | AUD 1.53 | 2,514 | FPO | 2,514 |
| 06-Dec-13 | MBL | On market sale | AUD 1.53 | -959 | FPO | 959 |
| 06-Dec-13 | MBL MBL |
On market purchase | AUD 1.53 | 26 | FPO | 26 5 |
| 06-Dec-13 06-Dec-13 |
MBL | On market purchase On market purchase |
AUD 1.54 AUD 1.54 |
5 326 |
FPO FPO |
326 |
| 06-Dec-13 | MBL | On market purchase | AUD 1.54 | 1,696 | FPO | 1,696 |
| 06-Dec-13 | MBL | On market purchase | AUD 1.54 | 3,303 | FPO | 3,303 |
| 06-Dec-13 | MBL | On market sale | AUD 1.54 | -288 | FPO | 288 |
| 06-Dec-13 | MBL | On market sale | AUD 1.55 | -656 | FPO | 656 |
| 06-Dec-13 | MBL | On market sale | AUD 1.55 | -26 | FPO | 26 |
| 09-Dec-13 | MBL | On market purchase | AUD 0.02 | 240,000 | FPO | 240,000 |
| 09-Dec-13 | MBL | On market sale | AUD 1.51 | -368 | FPO | 368 |
| 09-Dec-13 | MBL | On market purchase | AUD 1.52 | 17,880 | FPO | 17,880 |
| 09-Dec-13 09-Dec-13 |
MBL MBL |
On market sale On market purchase |
AUD 1.52 AUD 1.52 |
-25,568 893 |
FPO FPO |
25,568 893 |
| 09-Dec-13 | MBL | On market purchase | AUD 1.54 | 90,000 | FPO | 90,000 |
| 10-Dec-13 | MBL | On market sale | AUD 1.51 | -5,907 | FPO | 5,907 |
| 10-Dec-13 | MBL | On market sale | AUD 1.54 | -33 | FPO | 33 |
| 10-Dec-13 | MBL | On market purchase | AUD 1.54 | 1,700 | FPO | 1,700 |
| 11-Dec-13 | MBL | On market sale | AUD 1.50 | -3,279 | FPO | 3,279 |
| 12-Dec-13 | MBL | On market sale | AUD 1.48 | -47,447 | FPO | 47,447 |
| 12-Dec-13 | MBL | On market sale | AUD 1.48 | -30,620 | FPO | 30,620 |
| 12-Dec-13 | MBL | On market sale | AUD 1.48 | -420 | FPO | 420 |
| 12-Dec-13 12-Dec-13 |
MBL MBL |
On market purchase On market sale |
AUD 1.48 AUD 1.49 |
86,310 -367 |
FPO FPO |
86,310 367 |
| 12-Dec-13 | MBL | On market sale | AUD 1.50 | -25,679 | FPO | 25,679 |
| 12-Dec-13 | MBL | On market sale | AUD 1.50 | -3,278 | FPO | 3,278 |
| 13-Dec-13 | MBL | On market purchase | AUD 1.48 | 24,413 | FPO | 24,413 |
| 13-Dec-13 | MBL | On market sale | AUD 1.48 | -4,786 | FPO | 4,786 |
| 16-Dec-13 | MBL | On market sale | AUD 1.50 | -1,892 | FPO | 1,892 |
| 16-Dec-13 | MBL | On market sale | AUD 1.50 | -1,874 | FPO | 1,874 |
| 16-Dec-13 | MBL | On market sale | AUD 1.50 | -1,700 | FPO | 1,700 |
| 16-Dec-13 | MBL MBL |
On market sale | AUD 1.50 | -28 | FPO | 28 10 |
| 16-Dec-13 16-Dec-13 |
MBL | On market sale On market sale |
AUD 1.50 AUD 1.51 |
-10 -30 |
FPO FPO |
30 |
| 16-Dec-13 | MBL | On market sale | AUD 1.51 | -5 | FPO | 5 |
| 16-Dec-13 | MBL | On market sale | AUD 1.51 | -20,000 | FPO | 20,000 |
| 16-Dec-13 | MBL | On market purchase | AUD 1.51 | 2,163 | FPO | 2,163 |
| 17-Dec-13 | MBL | On market sale | AUD 1.50 | -4,354 | FPO | 4,354 |
| 17-Dec-13 | MBL | On market sale | AUD 1.50 | -2,233 | FPO | 2,233 |
| 17-Dec-13 | MBL MBL |
On market sale | AUD 1.50 | -162 | FPO | 162 19 |
| 17-Dec-13 17-Dec-13 |
MBL | On market sale On market sale |
AUD 1.50 AUD 1.50 |
-19 -19 |
FPO FPO |
19 |
| 17-Dec-13 | MBL | On market purchase | AUD 1.50 | 1,233 | FPO | 1,233 |
| 17-Dec-13 | MBL | On market purchase | AUD 1.50 | 3,540 | FPO | 3,540 |
| 17-Dec-13 | MBL | On market purchase | AUD 1.50 | 18,767 | FPO | 18,767 |
| 17-Dec-13 | MBL | On market sale | AUD 1.51 | -131 | FPO | 131 |
| 18-Dec-13 | MBL | On market sale | AUD 1.49 | -7,600 | FPO | 7,600 |
| 18-Dec-13 | MBL | On market sale | AUD 1.50 | -3,000 | FPO | 3,000 |
| 18-Dec-13 | MBL | On market sale | AUD 1.50 | -1,892 | FPO | 1,892 |
| 18-Dec-13 18-Dec-13 |
MBL MBL |
On market sale On market sale |
AUD 1.50 AUD 1.50 |
-5,767 -655 |
FPO FPO |
5,767 655 |
| 18-Dec-13 | MBL | On market purchase | AUD 1.50 | 655 | FPO | 655 |
| 18-Dec-13 | MBL | On market purchase | AUD 1.50 | 655 | FPO | 655 |
| 19-Dec-13 | MBL | On market purchase | AUD 1.50 | 2,668 | FPO | 2,668 |
| 19-Dec-13 | MBL | On market purchase | AUD 1.50 | 3,298 | FPO | 3,298 |
| 19-Dec-13 | MBL | On market sale | AUD 1.52 | -1,700 | FPO | 1,700 |
| 19-Dec-13 | MBL | On market sale | AUD 1.52 | -1,200 | FPO | 1,200 |
| 19-Dec-13 20-Dec-13 |
MBL MBL |
On market purchase On market purchase |
AUD 1.53 AUD 1.53 |
20,314 1,319 |
FPO FPO |
20,314 1,319 |
| 20-Dec-13 | MBL | On market sale | AUD 1.54 | -2,200 | FPO | 2,200 |
| 20-Dec-13 | MBL | On market sale | AUD 1.55 | -3,300 | FPO | 3,300 |
| 20-Dec-13 | MBL | On market sale | AUD 1.55 | -3 | FPO | 3 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 20-Dec-13 | MBL MBL |
On market purchase | AUD 1.55 | 368 | FPO | 368 27,401 |
| 20-Dec-13 20-Dec-13 |
MBL | On market sale On market sale |
AUD 1.56 AUD 1.56 |
-27,401 -1,327 |
FPO FPO |
1,327 |
| 20-Dec-13 | MBL | On market purchase | AUD 1.56 | 1,327 | FPO | 1,327 |
| 20-Dec-13 | MBL | On market sale | AUD 1.56 | -2,922 | FPO | 2,922 |
| 20-Dec-13 | MBL | On market purchase | AUD 1.56 | 8,117 | FPO | 8,117 |
| 23-Dec-13 | MBL | On market purchase | AUD 1.53 | 1,315 | FPO | 1,315 |
| 23-Dec-13 | MBL | On market purchase | AUD 1.53 | 1,608 | FPO | 1,608 |
| 23-Dec-13 | MBL | On market sale | AUD 1.57 | -8,812 | FPO | 8,812 |
| 23-Dec-13 | MBL | On market sale | AUD 1.57 | -1,608 | FPO | 1,608 |
| 23-Dec-13 | MBL | On market purchase | AUD 1.57 | 3,055 | FPO | 3,055 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.56 | 1 | FPO | 1 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.56 | 1,900 | FPO | 1,900 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.56 | 7,100 | FPO | 7,100 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.56 | 695 | FPO | 695 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.56 | 777 | FPO | 777 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.56 | 1,315 | FPO | 1,315 |
| 24-Dec-13 | MBL | On market sale | AUD 1.57 | -1,518 | FPO | 1,518 |
| 24-Dec-13 | MBL | On market purchase | AUD 1.57 | 9,707 | FPO | 9,707 |
| 27-Dec-13 | MBL | On market sale | AUD 1.54 | -1,497 | FPO | 1,497 |
| 27-Dec-13 | MBL | On market purchase | AUD 1.54 | 368 | FPO | 368 |
| 27-Dec-13 | MBL | On market purchase | AUD 1.54 | 736 | FPO | 736 |
| 27-Dec-13 | MBL | On market purchase | AUD 1.54 | 2,381 | FPO | 2,381 |
| 30-Dec-13 | MBL | On market purchase | AUD 1.54 | 20 | FPO | 20 |
| 30-Dec-13 | MBL | On market purchase | AUD 1.54 | 369 | FPO | 369 |
| 30-Dec-13 | MBL | On market purchase | AUD 1.54 | 1,313 | FPO | 1,313 |
| 30-Dec-13 | MBL | On market sale | AUD 1.56 | -1,904 | FPO | 1,904 |
| 31-Dec-13 | MBL | On market sale | AUD 1.55 | -11,750 | FPO | 11,750 |
| 31-Dec-13 | MBL | On market sale | AUD 1.55 | -202 | FPO | 202 |
| 02-Jan-14 | MBL | On market purchase | AUD 1.56 | 394 | FPO | 394 |
| 03-Jan-14 | MBL | On market sale | AUD 1.55 | -8,005 | FPO | 8,005 |
| 03-Jan-14 | MBL | On market sale | AUD 1.55 | -1,312 | FPO | 1,312 |
| 06-Jan-14 | MBL | On market purchase | AUD 1.54 | 8 | FPO | 8 |
| 06-Jan-14 | MBL | On market purchase | AUD 1.54 | 814 | FPO | 814 |
| 06-Jan-14 06-Jan-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.54 AUD 1.54 |
1,861 45,432 |
FPO FPO |
1,861 45,432 |
| 06-Jan-14 | MBL | On market purchase | AUD 1.55 | 2,033 | FPO | 2,033 |
| 06-Jan-14 | MBL | On market sale | AUD 1.55 | -11,876 | FPO | 11,876 |
| 06-Jan-14 | MBL | On market purchase | AUD 1.55 | 2,454 | FPO | 2,454 |
| 06-Jan-14 | MBL | On market purchase | AUD 1.55 | 4,433 | FPO | 4,433 |
| 06-Jan-14 | MBL | On market purchase | AUD 1.55 | 5,449 | FPO | 5,449 |
| 07-Jan-14 | MBL | On market sale | AUD 1.56 | -858 | FPO | 858 |
| 07-Jan-14 | MBL | On market purchase | AUD 1.56 | 8,595 | FPO | 8,595 |
| 08-Jan-14 | MBL | On market sale | AUD 1.55 | -7,821 | FPO | 7,821 |
| 08-Jan-14 | MBL | On market sale | AUD 1.56 | -24,551 | FPO | 24,551 |
| 08-Jan-14 | MBL | On market sale | AUD 1.56 | -367 | FPO | 367 |
| 08-Jan-14 | MBL | On market purchase | AUD 1.56 | 1,285 | FPO | 1,285 |
| 08-Jan-14 | MBL | On market purchase | AUD 1.57 | 1,640 | FPO | 1,640 |
| 09-Jan-14 | MBL | On market purchase | AUD 1.55 | 40 | FPO | 40 |
| 09-Jan-14 | MBL | On market sale | AUD 1.55 | -1,305 | FPO | 1,305 |
| 09-Jan-14 | MBL | On market sale | AUD 1.56 | -2,641 | FPO | 2,641 |
| 09-Jan-14 | MBL | On market sale | AUD 1.56 | -1,305 | FPO | 1,305 |
| 09-Jan-14 | MBL | On market purchase | AUD 1.56 | 1,305 | FPO | 1,305 |
| 09-Jan-14 | MBL | On market purchase | AUD 1.56 | 5,000 | FPO | 5,000 |
| 09-Jan-14 | MBL | On market purchase | AUD 1.56 | 10,692 | FPO | 10,692 |
| 10-Jan-14 | MBL | On market purchase | AUD 1.56 | 33 | FPO | 33 |
| 10-Jan-14 | MBL | On market purchase | AUD 1.56 | 1,312 | FPO | 1,312 |
| 10-Jan-14 | MBL | On market purchase | AUD 1.57 | 1,246 | FPO | 1,246 |
| 13-Jan-14 13-Jan-14 |
MBL MBL |
On market sale On market sale |
AUD 1.55 AUD 1.55 |
-367 -367 |
FPO FPO |
367 367 |
| 13-Jan-14 | MBL | On market purchase | AUD 1.55 | 39,549 | FPO | 39,549 |
| 13-Jan-14 | MBL | On market sale | AUD 1.56 | -11,360 | FPO | 11,360 |
| 13-Jan-14 | MBL | On market purchase | AUD 1.56 | 656 | FPO | 656 |
| 13-Jan-14 | MBL | On market sale | AUD 1.57 | -367 | FPO | 367 |
| 14-Jan-14 | MBL | On market sale | AUD 1.54 | -26,690 | FPO | 26,690 |
| 14-Jan-14 | MBL | On market sale | AUD 1.55 | -1,000 | FPO | 1,000 |
| 14-Jan-14 | MBL | On market sale | AUD 1.55 | -13 | FPO | 13 |
| 14-Jan-14 | MBL | On market sale | AUD 1.55 | -1 | FPO | 1 |
| 14-Jan-14 | MBL | On market sale | AUD 1.55 | -420 | FPO | 420 |
| 14-Jan-14 | MBL | On market sale | AUD 1.55 | -367 | FPO | 367 |
| 14-Jan-14 | MBL | On market purchase | AUD 1.55 | 1,698 | FPO | 1,698 |
| 14-Jan-14 | MBL | On market purchase | AUD 1.55 | 2,085 | FPO | 2,085 |
| 14-Jan-14 14-Jan-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.55 AUD 1.55 |
2,336 6,278 |
FPO FPO |
2,336 6,278 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 14-Jan-14 | MBL | On market purchase | AUD 1.55 | 11,964 | FPO | 11,964 |
| 14-Jan-14 | MBL | On market purchase | AUD 1.55 | 15,416 | FPO | 15,416 |
| 14-Jan-14 | MBL | On market purchase | AUD 1.55 | 27,989 | FPO | 27,989 |
| 14-Jan-14 | MBL | On market purchase | AUD 1.55 | 82,234 | FPO | 82,234 |
| 15-Jan-14 | MBL | On market sale | AUD 1.54 | -41,047 | FPO | 41,047 |
| 15-Jan-14 | MBL | On market purchase | AUD 1.54 | 41,047 | FPO | 41,047 |
| 15-Jan-14 | MBL | On market sale | AUD 1.54 | -13,441 | FPO | 13,441 |
| 15-Jan-14 | MBL | On market sale | AUD 1.54 | -1,827 | FPO | 1,827 |
| 15-Jan-14 | MBL | On market purchase | AUD 1.54 | 1,827 | FPO | 1,827 |
| 15-Jan-14 | MBL | On market purchase | AUD 1.54 | 1,827 | FPO | 1,827 |
| 16-Jan-14 | MBL | On market sale | AUD 1.54 | -162 | FPO | 162 |
| 16-Jan-14 | MBL | On market sale | AUD 1.54 | -6,359 | FPO | 6,359 |
| 16-Jan-14 | MBL | On market sale | AUD 1.54 | -522 | FPO | 522 |
| 16-Jan-14 | MBL | On market purchase | AUD 1.54 | 69 | FPO | 69 |
| 16-Jan-14 | MBL | On market purchase | AUD 1.54 | 522 | FPO | 522 |
| 16-Jan-14 | MBL | On market purchase | AUD 1.54 | 522 | FPO | 522 |
| 16-Jan-14 | MBL | On market sale | AUD 1.55 | -66,700 | FPO | 66,700 |
| 16-Jan-14 | MBL MBL |
On market sale | AUD 1.55 | -8,300 | FPO | 8,300 12,453 |
| 16-Jan-14 17-Jan-14 |
MBL | On market purchase On market sale |
AUD 1.55 AUD 1.54 |
12,453 -14,094 |
FPO FPO |
14,094 |
| 17-Jan-14 | MBL | On market sale | AUD 1.54 | -1,639 | FPO | 1,639 |
| 17-Jan-14 | MBL | On market purchase | AUD 1.54 | 157 | FPO | 157 |
| 17-Jan-14 | MBL | On market purchase | AUD 1.54 | 365 | FPO | 365 |
| 17-Jan-14 | MBL | On market sale | AUD 1.55 | -522 | FPO | 522 |
| 17-Jan-14 | MBL | On market purchase | AUD 1.55 | 522 | FPO | 522 |
| 20-Jan-14 | MBL | On market sale | AUD 1.52 | -20,465 | FPO | 20,465 |
| 20-Jan-14 | MBL | On market purchase | AUD 1.53 | 718 | FPO | 718 |
| 20-Jan-14 | MBL | On market sale | AUD 1.53 | -760 | FPO | 760 |
| 20-Jan-14 | MBL | On market sale | AUD 1.53 | -406 | FPO | 406 |
| 20-Jan-14 | MBL | On market purchase | AUD 1.53 | 6,729 | FPO | 6,729 |
| 20-Jan-14 | MBL | On market sale | AUD 1.54 | -81,729 | FPO | 81,729 |
| 20-Jan-14 | MBL | On market sale | AUD 1.54 | -24,602 | FPO | 24,602 |
| 20-Jan-14 | MBL | On market sale | AUD 1.54 | -2,687 | FPO | 2,687 |
| 20-Jan-14 | MBL | On market sale | AUD 1.54 | -1,110 | FPO | 1,110 |
| 20-Jan-14 | MBL | On market purchase | AUD 1.54 | 1,110 | FPO | 1,110 |
| 20-Jan-14 | MBL | On market purchase | AUD 1.54 | 1,110 | FPO | 1,110 |
| 21-Jan-14 | MBL | On market sale | AUD 1.53 | -1,639 | FPO | 1,639 |
| 21-Jan-14 | MBL | On market purchase | AUD 1.54 | 4,700 | FPO | 4,700 |
| 21-Jan-14 | MBL MBL |
On market sale | AUD 1.54 | -48,336 | FPO | 48,336 29,055 |
| 21-Jan-14 21-Jan-14 |
MBL | On market sale On market sale |
AUD 1.54 AUD 1.54 |
-29,055 -19,195 |
FPO FPO |
19,195 |
| 21-Jan-14 | MBL | On market sale | AUD 1.54 | -2,797 | FPO | 2,797 |
| 21-Jan-14 | MBL | On market sale | AUD 1.54 | -617 | FPO | 617 |
| 21-Jan-14 | MBL | On market sale | AUD 1.55 | -100,000 | FPO | 100,000 |
| 21-Jan-14 | MBL | On market sale | AUD 1.55 | -8,193 | FPO | 8,193 |
| 22-Jan-14 | MBL | On market sale | AUD 1.53 | -169,700 | FPO | 169,700 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.53 | 2,200 | FPO | 2,200 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.53 | 99,879 | FPO | 99,879 |
| 22-Jan-14 | MBL | On market sale | AUD 1.53 | -12,070 | FPO | 12,070 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.53 | 30 | FPO | 30 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.53 | 4,449 | FPO | 4,449 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.54 | 1 | FPO | 1 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.54 | 1,300 | FPO | 1,300 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.54 | 2,000 | FPO | 2,000 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.54 | 2,500 | FPO | 2,500 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.54 | 25,776 | FPO | 25,776 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.54 | 44,045 | FPO | 44,045 |
| 22-Jan-14 | MBL | On market sale | AUD 1.54 | -419 | FPO | 419 |
| 22-Jan-14 | MBL | On market sale | AUD 1.54 | -419 | FPO | 419 |
| 22-Jan-14 | MBL | On market sale | AUD 1.55 | -24,484 | FPO | 24,484 |
| 22-Jan-14 22-Jan-14 |
MBL MBL |
On market sale On market sale |
AUD 1.55 AUD 1.55 |
-848 -655 |
FPO FPO |
848 655 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.55 | 848 | FPO | 848 |
| 22-Jan-14 | MBL | On market purchase | AUD 1.55 | 848 | FPO | 848 |
| 23-Jan-14 | MBL | On market purchase | AUD 1.50 | 406 | FPO | 406 |
| 23-Jan-14 | MBL | On market sale | AUD 1.50 | -8,033 | FPO | 8,033 |
| 23-Jan-14 | MBL | On market purchase | AUD 1.51 | 1,966 | FPO | 1,966 |
| 23-Jan-14 | MBL | On market sale | AUD 1.51 | -760 | FPO | 760 |
| 23-Jan-14 | MBL | On market purchase | AUD 1.51 | 35,000 | FPO | 35,000 |
| 23-Jan-14 | MBL | On market purchase | AUD 1.52 | 1,070 | FPO | 1,070 |
| 23-Jan-14 | MBL | On market sale | AUD 1.52 | -380 | FPO | 380 |
| 23-Jan-14 | MBL | On market sale | AUD 1.53 | -2,621 | FPO | 2,621 |
| 24-Jan-14 | MBL | On market sale | AUD 1.50 | -54,479 | FPO | 54,479 |
| 24-Jan-14 | MBL | On market sale | AUD 1.50 | -2,843 | FPO | 2,843 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 24-Jan-14 | MBL | On market sale | AUD 1.50 | -2,621 | FPO | 2,621 |
| 24-Jan-14 | MBL | On market sale | AUD 1.50 | -380 | FPO | 380 |
| 24-Jan-14 24-Jan-14 |
MBL MBL |
On market sale On market purchase |
AUD 1.51 AUD 1.57 |
-380 938,391 |
FPO FPO |
380 938,391 |
| 24-Jan-14 | MBL | On market sale | AUD 1.57 | -938,391 | FPO | 938,391 |
| 25-Jan-14 | MBL | On market sale | AUD 1.55 | -550,000 | FPO | 550,000 |
| 25-Jan-14 | MBL | On market purchase | AUD 1.55 | 550,000 | FPO | 550,000 |
| 28-Jan-14 | MBL | On market sale | AUD 1.48 | -16,511 | FPO | 16,511 |
| 28-Jan-14 | MBL | On market sale | AUD 1.48 | -812 | FPO | 812 |
| 28-Jan-14 | MBL | On market purchase | AUD 1.48 | 5,400 | FPO | 5,400 |
| 28-Jan-14 | MBL | On market purchase | AUD 1.48 | 8,875 | FPO | 8,875 |
| 28-Jan-14 | MBL | On market purchase | AUD 1.48 | 141,125 | FPO | 141,125 |
| 28-Jan-14 | MBL | On market sale | AUD 1.49 | -2,030 | FPO | 2,030 |
| 28-Jan-14 | MBL MBL |
On market sale | AUD 1.49 | -1,218 | FPO | 1,218 4,586 |
| 28-Jan-14 28-Jan-14 |
MBL | On market sale On market sale |
AUD 1.50 AUD 1.50 |
-4,586 -392 |
FPO FPO |
392 |
| 28-Jan-14 | MBL | On market purchase | AUD 1.50 | 392 | FPO | 392 |
| 28-Jan-14 | MBL | On market purchase | AUD 1.50 | 392 | FPO | 392 |
| 29-Jan-14 | MBL | On market sale | AUD 1.49 | -86,522 | FPO | 86,522 |
| 29-Jan-14 | MBL | On market sale | AUD 1.49 | -13,478 | FPO | 13,478 |
| 29-Jan-14 | MBL | On market sale | AUD 1.49 | -7,925 | FPO | 7,925 |
| 29-Jan-14 | MBL | On market purchase | AUD 1.49 | 13 | FPO | 13 |
| 29-Jan-14 | MBL | On market purchase | AUD 1.49 | 103 | FPO | 103 |
| 29-Jan-14 | MBL | On market purchase | AUD 1.49 | 419 | FPO | 419 |
| 30-Jan-14 | MBL | On market sale | AUD 1.48 | -30,785 | FPO | 30,785 |
| 30-Jan-14 | MBL MBL |
On market sale | AUD 1.48 | -25,444 | FPO | 25,444 22,364 |
| 30-Jan-14 30-Jan-14 |
MBL | On market sale On market sale |
AUD 1.48 AUD 1.48 |
-22,364 -17,460 |
FPO FPO |
17,460 |
| 30-Jan-14 | MBL | On market sale | AUD 1.48 | -10,230 | FPO | 10,230 |
| 30-Jan-14 | MBL | On market sale | AUD 1.48 | -6,621 | FPO | 6,621 |
| 30-Jan-14 | MBL | On market sale | AUD 1.48 | -4,488 | FPO | 4,488 |
| 30-Jan-14 | MBL | On market sale | AUD 1.48 | -3,275 | FPO | 3,275 |
| 30-Jan-14 | MBL | On market sale | AUD 1.48 | -68 | FPO | 68 |
| 30-Jan-14 | MBL | On market purchase | AUD 1.48 | 914 | FPO | 914 |
| 30-Jan-14 | MBL | On market sale | AUD 1.49 | -49,988 | FPO | 49,988 |
| 30-Jan-14 | MBL | On market sale | AUD 1.49 | -914 | FPO | 914 |
| 30-Jan-14 30-Jan-14 |
MBL MBL |
On market sale On market sale |
AUD 1.49 AUD 1.49 |
-513 -380 |
FPO FPO |
513 380 |
| 30-Jan-14 | MBL | On market sale | AUD 1.49 | -247 | FPO | 247 |
| 30-Jan-14 | MBL | On market sale | AUD 1.49 | -12 | FPO | 12 |
| 30-Jan-14 | MBL | On market purchase | AUD 1.49 | 914 | FPO | 914 |
| 30-Jan-14 | MBL | On market purchase | AUD 1.49 | 11,850 | FPO | 11,850 |
| 31-Jan-14 | MBL | On market sale | AUD 1.49 | -28,317 | FPO | 28,317 |
| 31-Jan-14 | MBL MBL |
On market sale | AUD 1.49 | -760 | FPO | 760 2,099 |
| 31-Jan-14 03-Feb-14 |
MBL | On market purchase On market sale |
AUD 1.49 AUD 1.49 |
2,099 -19,776 |
FPO FPO |
19,776 |
| 03-Feb-14 | MBL | On market sale | AUD 1.49 | -1,310 | FPO | 1,310 |
| 04-Feb-14 | MBL | On market sale | AUD 1.49 | -26,702 | FPO | 26,702 |
| 04-Feb-14 | MBL | On market sale | AUD 1.49 | -4,584 | FPO | 4,584 |
| 04-Feb-14 | MBL | On market sale | AUD 1.49 | -1,500 | FPO | 1,500 |
| 04-Feb-14 | MBL | On market sale | AUD 1.49 | -1,311 | FPO | 1,311 |
| 04-Feb-14 | MBL MBL |
On market sale | AUD 1.49 | -688 | FPO | 688 209 |
| 04-Feb-14 05-Feb-14 |
MBL | On market sale On market sale |
AUD 1.49 AUD 1.49 |
-209 -28,871 |
FPO FPO |
28,871 |
| 05-Feb-14 | MBL | On market sale | AUD 1.49 | -6,300 | FPO | 6,300 |
| 05-Feb-14 | MBL | On market sale | AUD 1.49 | -4,429 | FPO | 4,429 |
| 05-Feb-14 | MBL | On market sale | AUD 1.49 | -3,928 | FPO | 3,928 |
| 05-Feb-14 | MBL | On market purchase | AUD 1.49 | 1,844 | FPO | 1,844 |
| 06-Feb-14 | MBL | On market sale | AUD 1.49 | -51,488 | FPO | 51,488 |
| 06-Feb-14 06-Feb-14 |
MBL MBL |
On market sale On market sale |
AUD 1.49 AUD 1.49 |
-19,554 -13,127 |
FPO FPO |
19,554 13,127 |
| 06-Feb-14 | MBL | On market sale | AUD 1.49 | -4,582 | FPO | 4,582 |
| 06-Feb-14 | MBL | On market sale | AUD 1.49 | -3,305 | FPO | 3,305 |
| 06-Feb-14 | MBL | On market sale | AUD 1.49 | -1,283 | FPO | 1,283 |
| 06-Feb-14 | MBL | On market sale | AUD 1.49 | -707 | FPO | 707 |
| 06-Feb-14 | MBL MBL |
On market sale | AUD 1.49 | -600 | FPO | 600 380 |
| 06-Feb-14 06-Feb-14 |
MBL | On market sale On market sale |
AUD 1.49 AUD 1.49 |
-380 -380 |
FPO FPO |
380 |
| 06-Feb-14 | MBL | On market sale | AUD 1.49 | -380 | FPO | 380 |
| 06-Feb-14 | MBL | On market purchase | AUD 1.49 | 115 | FPO | 115 |
| 06-Feb-14 | MBL | On market purchase | AUD 1.49 | 132 | FPO | 132 |
| 06-Feb-14 | MBL | On market purchase | AUD 1.49 | 820 | FPO | 820 |
| 06-Feb-14 06-Feb-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.49 AUD 1.49 |
1,695 3,338 |
FPO FPO |
1,695 3,338 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 06-Feb-14 | MBL | On market purchase | AUD 1.49 | 7,816 | FPO | 7,816 |
| 06-Feb-14 | MBL | On market purchase | AUD 1.49 | 19,523 | FPO | 19,523 |
| 06-Feb-14 | MBL MBL |
On market purchase | AUD 1.49 | 26,645 | FPO | 26,645 17,385 |
| 06-Feb-14 | MBL | On market sale | AUD 1.50 | -17,385 | FPO | 25,437 |
| 07-Feb-14 07-Feb-14 |
MBL | On market sale On market sale |
AUD 1.50 AUD 1.50 |
-25,437 -4,169 |
FPO FPO |
4,169 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -2,607 | FPO | 2,607 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -2,098 | FPO | 2,098 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -1,520 | FPO | 1,520 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -1,459 | FPO | 1,459 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -1,338 | FPO | 1,338 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -655 | FPO | 655 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -380 | FPO | 380 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -380 | FPO | 380 |
| 07-Feb-14 | MBL | On market sale | AUD 1.50 | -380 | FPO | 380 |
| 07-Feb-14 | MBL | On market purchase | AUD 1.50 | 92 | FPO | 92 |
| 07-Feb-14 | MBL | On market purchase | AUD 1.50 | 1,927 | FPO | 1,927 |
| 07-Feb-14 | MBL | On market purchase | AUD 1.50 | 18,878 | FPO | 18,878 |
| 07-Feb-14 | MBL | On market purchase | AUD 1.50 | 24,584 | FPO | 24,584 |
| 07-Feb-14 | MBL | On market sale | AUD 1.51 | -16,073 | FPO | 16,073 |
| 07-Feb-14 | MBL | On market sale | AUD 1.51 | -2,856 | FPO | 2,856 |
| 07-Feb-14 | MBL | On market sale | AUD 1.51 | -486 | FPO | 486 |
| 07-Feb-14 | MBL | On market sale | AUD 1.51 | -380 | FPO | 380 |
| 07-Feb-14 | MBL | On market purchase | AUD 1.51 | 13,349 | FPO | 13,349 |
| 07-Feb-14 | MBL | On market purchase | AUD 1.51 | 17,815 | FPO | 17,815 |
| 10-Feb-14 | MBL | On market sale | AUD 1.49 | -18,182 | FPO | 18,182 |
| 10-Feb-14 | MBL | On market sale | AUD 1.49 | -13,375 | FPO | 13,375 |
| 10-Feb-14 | MBL MBL |
On market sale | AUD 1.49 | -1,937 | FPO | 1,937 1,696 |
| 10-Feb-14 10-Feb-14 |
MBL | On market sale On market purchase |
AUD 1.49 AUD 1.49 |
-1,696 686 |
FPO FPO |
686 |
| 10-Feb-14 | MBL | On market purchase | AUD 1.49 | 744 | FPO | 744 |
| 10-Feb-14 | MBL | On market purchase | AUD 1.49 | 1,372 | FPO | 1,372 |
| 10-Feb-14 | MBL | On market purchase | AUD 1.49 | 7,378 | FPO | 7,378 |
| 10-Feb-14 | MBL | On market sale | AUD 1.50 | -333 | FPO | 333 |
| 10-Feb-14 | MBL | On market purchase | AUD 1.50 | 15,843 | FPO | 15,843 |
| 10-Feb-14 | MBL | On market sale | AUD 1.51 | -25,264 | FPO | 25,264 |
| 10-Feb-14 | MBL | On market sale | AUD 1.51 | -275 | FPO | 275 |
| 10-Feb-14 | MBL | On market purchase | AUD 1.51 | 2 | FPO | 2 |
| 11-Feb-14 | MBL | On market sale | AUD 1.49 | -2,618 | FPO | 2,618 |
| 11-Feb-14 | MBL | On market sale | AUD 1.49 | -1,309 | FPO | 1,309 |
| 11-Feb-14 | MBL MBL |
On market sale | AUD 1.49 | -400 | FPO | 400 400 |
| 11-Feb-14 11-Feb-14 |
MBL | On market purchase On market purchase |
AUD 1.49 AUD 1.49 |
400 6,872 |
FPO FPO |
6,872 |
| 12-Feb-14 | MBL | On market sale | AUD 1.49 | -3,272 | FPO | 3,272 |
| 12-Feb-14 | MBL | On market purchase | AUD 1.49 | 522 | FPO | 522 |
| 12-Feb-14 | MBL | On market sale | AUD 1.50 | -10,871 | FPO | 10,871 |
| 12-Feb-14 | MBL | On market sale | AUD 1.50 | -9,261 | FPO | 9,261 |
| 12-Feb-14 | MBL | On market sale | AUD 1.50 | -4,030 | FPO | 4,030 |
| 12-Feb-14 | MBL | On market sale | AUD 1.50 | -1,309 | FPO | 1,309 |
| 12-Feb-14 | MBL | On market sale | AUD 1.50 | -380 | FPO | 380 |
| 12-Feb-14 | MBL | On market sale | AUD 1.50 | -380 | FPO | 380 |
| 12-Feb-14 | MBL | On market purchase | AUD 1.50 | 4,419 | FPO | 4,419 |
| 12-Feb-14 | MBL | On market purchase | AUD 1.50 | 9,495 | FPO | 9,495 |
| 12-Feb-14 12-Feb-14 |
MBL MBL |
On market sale On market sale |
AUD 1.51 AUD 1.51 |
-5,325 -1,870 |
FPO FPO |
5,325 1,870 |
| 13-Feb-14 | MBL | On market purchase | AUD 1.51 | 979 | FPO | 979 |
| 13-Feb-14 | MBL | On market sale | AUD 1.52 | -10,931 | FPO | 10,931 |
| 13-Feb-14 | MBL | On market sale | AUD 1.52 | -7,400 | FPO | 7,400 |
| 13-Feb-14 | MBL | On market sale | AUD 1.52 | -3,265 | FPO | 3,265 |
| 13-Feb-14 | MBL | On market sale | AUD 1.52 | -1,112 | FPO | 1,112 |
| 14-Feb-14 | MBL | On market sale | AUD 1.55 | -19,145 | FPO | 19,145 |
| 14-Feb-14 | MBL | On market sale | AUD 1.55 | -10,018 | FPO | 10,018 |
| 14-Feb-14 | MBL | On market sale | AUD 1.55 | -3,954 | FPO | 3,954 |
| 14-Feb-14 | MBL | On market sale | AUD 1.55 | -174 | FPO | 174 |
| 14-Feb-14 | MBL | On market purchase | AUD 1.55 | 108 | FPO | 108 |
| 14-Feb-14 | MBL MBL |
On market purchase | AUD 1.55 | 535 | FPO | 535 18,349 |
| 14-Feb-14 14-Feb-14 |
MBL | On market purchase On market sale |
AUD 1.55 AUD 1.56 |
18,349 -10,751 |
FPO FPO |
10,751 |
| 14-Feb-14 | MBL | On market purchase | AUD 1.56 | 12,036 | FPO | 12,036 |
| 17-Feb-14 | MBL | On market sale | AUD 1.54 | -14,626 | FPO | 14,626 |
| 17-Feb-14 | MBL | On market purchase | AUD 1.54 | 379 | FPO | 379 |
| 17-Feb-14 | MBL | On market sale | AUD 1.55 | -12,850 | FPO | 12,850 |
| 17-Feb-14 | MBL | On market sale | AUD 1.55 | -3,150 | FPO | 3,150 |
| 17-Feb-14 | MBL | On market purchase | AUD 1.55 | 4,327 | FPO | 4,327 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 17-Feb-14 | MBL | On market purchase | AUD 1.55 | 16,000 | FPO | 16,000 |
| 17-Feb-14 17-Feb-14 |
MBL MBL |
On market purchase On market sale |
AUD 1.55 AUD 1.56 |
18,311 -229 |
FPO FPO |
18,311 229 |
| 17-Feb-14 | MBL | On market purchase | AUD 1.56 | 654 | FPO | 654 |
| 17-Feb-14 | MBL | On market purchase | AUD 1.56 | 12,901 | FPO | 12,901 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -43,318 | FPO | 43,318 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -41,527 | FPO | 41,527 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -35,948 | FPO | 35,948 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -19,872 | FPO | 19,872 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -9,335 | FPO | 9,335 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -2,417 | FPO | 2,417 |
| 18-Feb-14 | MBL | On market sale | AUD 1.56 | -207 | FPO | 207 |
| 18-Feb-14 19-Feb-14 |
MBL MBL |
On market purchase On market sale |
AUD 1.57 AUD 1.57 |
8,111 -152 |
FPO FPO |
8,111 152 |
| 19-Feb-14 | MBL | On market purchase | AUD 1.57 | 1,516 | FPO | 1,516 |
| 19-Feb-14 | MBL | On market purchase | AUD 1.57 | 2,289 | FPO | 2,289 |
| 19-Feb-14 | MBL | On market sale | AUD 1.58 | -12,115 | FPO | 12,115 |
| 19-Feb-14 | MBL | On market sale | AUD 1.58 | -633 | FPO | 633 |
| 19-Feb-14 | MBL | On market sale | AUD 1.58 | -26 | FPO | 26 |
| 19-Feb-14 | MBL | On market purchase | AUD 1.58 | 11,694 | FPO | 11,694 |
| 19-Feb-14 | MBL | On market sale | AUD 1.58 | -25,000 | FPO | 25,000 |
| 19-Feb-14 | MBL MBL |
On market sale | AUD 1.58 | -16,669 | FPO | 16,669 8,331 |
| 19-Feb-14 19-Feb-14 |
MBL | On market sale On market purchase |
AUD 1.58 AUD 1.58 |
-8,331 33,000 |
FPO FPO |
33,000 |
| 20-Feb-14 | MBL | On market sale | AUD 1.57 | -3,929 | FPO | 3,929 |
| 20-Feb-14 | MBL | On market sale | AUD 1.57 | -1,807 | FPO | 1,807 |
| 20-Feb-14 | MBL | On market sale | AUD 1.57 | -152 | FPO | 152 |
| 20-Feb-14 | MBL | On market sale | AUD 1.57 | -80 | FPO | 80 |
| 20-Feb-14 | MBL | On market sale | AUD 1.57 | -78 | FPO | 78 |
| 20-Feb-14 | MBL | On market purchase | AUD 1.57 | 2,578 | FPO | 2,578 |
| 20-Feb-14 | MBL MBL |
On market purchase | AUD 1.57 | 6,671 | FPO | 6,671 13,594 |
| 20-Feb-14 20-Feb-14 |
MBL | On market purchase On market sale |
AUD 1.57 AUD 1.58 |
13,594 -5,622 |
FPO FPO |
5,622 |
| 20-Feb-14 | MBL | On market sale | AUD 1.58 | -4,982 | FPO | 4,982 |
| 20-Feb-14 | MBL | On market sale | AUD 1.58 | -2,660 | FPO | 2,660 |
| 20-Feb-14 | MBL | On market sale | AUD 1.58 | -1,148 | FPO | 1,148 |
| 20-Feb-14 | MBL | On market purchase | AUD 1.58 | 274 | FPO | 274 |
| 20-Feb-14 21-Feb-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.59 AUD 1.59 |
12,008 1,306 |
FPO FPO |
12,008 1,306 |
| 21-Feb-14 | MBL | On market sale | AUD 1.60 | -7,825 | FPO | 7,825 |
| 21-Feb-14 | MBL | On market purchase | AUD 1.60 | 1,137 | FPO | 1,137 |
| 21-Feb-14 | MBL | On market purchase | AUD 1.60 | 1,676 | FPO | 1,676 |
| 21-Feb-14 | MBL | On market purchase | AUD 1.60 | 4,559 | FPO | 4,559 |
| 21-Feb-14 | MBL MBL |
On market sale | AUD 1.60 | -44,434 | FPO | 44,434 12,009 |
| 21-Feb-14 21-Feb-14 |
MBL | On market sale On market sale |
AUD 1.60 AUD 1.60 |
-12,009 -10,178 |
FPO FPO |
10,178 |
| 21-Feb-14 | MBL | On market sale | AUD 1.60 | -2,000 | FPO | 2,000 |
| 21-Feb-14 | MBL | On market sale | AUD 1.60 | -813 | FPO | 813 |
| 21-Feb-14 | MBL | On market sale | AUD 1.61 | -174 | FPO | 174 |
| 21-Feb-14 | MBL | On market purchase | AUD 1.61 | 379 | FPO | 379 |
| 24-Feb-14 24-Feb-14 |
MBL MBL |
On market sale On market sale |
AUD 1.58 AUD 1.59 |
-456 -1,762 |
FPO FPO |
456 1,762 |
| 24-Feb-14 | MBL | On market sale | AUD 1.59 | -784 | FPO | 784 |
| 24-Feb-14 | MBL | On market purchase | AUD 1.61 | 3,922 | FPO | 3,922 |
| 25-Feb-14 | MBL | On market sale | AUD 1.59 | -1,000 | FPO | 1,000 |
| 25-Feb-14 | MBL | On market purchase | AUD 1.59 | 379 | FPO | 379 |
| 25-Feb-14 25-Feb-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.59 AUD 1.59 |
758 1,000 |
FPO FPO |
758 1,000 |
| 25-Feb-14 | MBL | On market purchase | AUD 1.59 | 1,216 | FPO | 1,216 |
| 25-Feb-14 | MBL | On market purchase | AUD 1.59 | 3,921 | FPO | 3,921 |
| 25-Feb-14 | MBL | On market sale | AUD 1.59 | -50,000 | FPO | 50,000 |
| 25-Feb-14 | MBL | On market sale | AUD 1.60 | -5,316 | FPO | 5,316 |
| 25-Feb-14 | MBL MBL |
On market sale | AUD 1.60 | -1,100 | FPO | 1,100 379 |
| 26-Feb-14 26-Feb-14 |
MBL | On market purchase On market sale |
AUD 1.59 AUD 1.60 |
379 -1,195 |
FPO FPO |
1,195 |
| 26-Feb-14 | MBL | On market sale | AUD 1.60 | -1,000 | FPO | 1,000 |
| 26-Feb-14 | MBL | On market purchase | AUD 1.60 | 6,600 | FPO | 6,600 |
| 26-Feb-14 | MBL | On market sale | AUD 1.62 | -1,123 | FPO | 1,123 |
| 26-Feb-14 | MBL | On market sale | AUD 1.62 | -572 | FPO | 572 |
| 26-Feb-14 26-Feb-14 |
MBL MBL |
On market sale On market purchase |
AUD 1.62 AUD 1.62 |
-414 1,000 |
FPO FPO |
414 1,000 |
| 26-Feb-14 | MBL | On market purchase | AUD 1.62 | 1,741 | FPO | 1,741 |
| 26-Feb-14 | MBL | On market purchase | AUD 1.62 | 9,899 | FPO | 9,899 |
| 26-Feb-14 | MBL | On market purchase | AUD 1.62 | 10,823 | FPO | 10,823 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 26-Feb-14 | MBL MBL |
On market sale | AUD 1.62 | -20,000 | FPO | 20,000 313 |
| 26-Feb-14 | MBL | On market purchase | AUD 1.63 | 313 | FPO | 501 |
| 26-Feb-14 26-Feb-14 |
MBL | On market purchase On market purchase |
AUD 1.63 AUD 1.63 |
501 758 |
FPO FPO |
758 |
| 27-Feb-14 | MBL | On market purchase | AUD 1.61 | 1,000 | FPO | 1,000 |
| 27-Feb-14 | MBL | On market purchase | AUD 1.61 | 1,516 | FPO | 1,516 |
| 27-Feb-14 | MBL | On market sale | AUD 1.62 | -16,933 | FPO | 16,933 |
| 27-Feb-14 | MBL | On market sale | AUD 1.62 | -1,722 | FPO | 1,722 |
| 27-Feb-14 | MBL | On market purchase | AUD 1.62 | 1,593 | FPO | 1,593 |
| 27-Feb-14 | MBL | On market sale | AUD 1.63 | -1,244 | FPO | 1,244 |
| 27-Feb-14 | MBL | On market sale | AUD 1.63 | -3 | FPO | 3 |
| 27-Feb-14 | MBL | On market sale | AUD 1.63 | -1 | FPO | 1 |
| 27-Feb-14 | MBL | On market sale | AUD 1.64 | -2,548 | FPO | 2,548 |
| 27-Feb-14 | MBL | On market sale | AUD 1.64 | -1,000 | FPO | 1,000 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.62 | 1,051 | FPO | 1,051 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.62 | 1,751 | FPO | 1,751 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.62 | 2,297 | FPO | 2,297 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.62 | 15,383 | FPO | 15,383 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.62 | 26,933 | FPO | 26,933 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.62 | 52,585 | FPO | 52,585 |
| 28-Feb-14 | MBL | On market sale | AUD 1.63 | -3,001 | FPO | 3,001 |
| 28-Feb-14 | MBL | On market sale | AUD 1.63 | -2,939 | FPO | 2,939 |
| 28-Feb-14 | MBL | On market sale | AUD 1.63 | -33 | FPO | 33 |
| 28-Feb-14 | MBL | On market purchase | AUD 1.64 | 1,960 | FPO | 1,960 |
| 03-Mar-14 | MBL | On market sale | AUD 1.62 | -118 | FPO | 118 |
| 03-Mar-14 | MBL | On market purchase | AUD 1.62 | 379 | FPO | 379 |
| 03-Mar-14 | MBL MBL |
On market purchase | AUD 1.62 | 5,625 | FPO | 5,625 10,800 |
| 03-Mar-14 | MBL | On market purchase | AUD 1.62 | 10,800 | FPO | 94,375 |
| 03-Mar-14 04-Mar-14 |
MBL | On market purchase On market sale |
AUD 1.62 AUD 1.62 |
94,375 -6,100 |
FPO FPO |
6,100 |
| 04-Mar-14 | MBL | On market sale | AUD 1.62 | -42 | FPO | 42 |
| 04-Mar-14 | MBL | On market purchase | AUD 1.62 | 379 | FPO | 379 |
| 04-Mar-14 | MBL | On market sale | AUD 1.63 | -2,400 | FPO | 2,400 |
| 04-Mar-14 | MBL | On market purchase | AUD 1.63 | 390 | FPO | 390 |
| 04-Mar-14 | MBL | On market purchase | AUD 1.64 | 12,424 | FPO | 12,424 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.63 | 1,516 | FPO | 1,516 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.64 | 758 | FPO | 758 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.64 | 1,000 | FPO | 1,000 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.64 | 1,306 | FPO | 1,306 |
| 05-Mar-14 | MBL | On market sale | AUD 1.65 | -1,015 | FPO | 1,015 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.65 | 379 | FPO | 379 |
| 05-Mar-14 | MBL | On market sale | AUD 1.67 | -1,000 | FPO | 1,000 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.67 | 3,790 | FPO | 3,790 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.67 | 5,971 | FPO | 5,971 |
| 05-Mar-14 | MBL | On market sale | AUD 1.68 | -22,037 | FPO | 22,037 |
| 05-Mar-14 | MBL | On market sale | AUD 1.68 | -65 | FPO | 65 |
| 05-Mar-14 | MBL | On market sale | AUD 1.68 | -2 | FPO | 2 |
| 05-Mar-14 05-Mar-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.68 AUD 1.68 |
10 758 |
FPO FPO |
10 758 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.68 | 1,137 | FPO | 1,137 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.68 | 1,141 | FPO | 1,141 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.68 | 2,434 | FPO | 2,434 |
| 05-Mar-14 | MBL | On market sale | AUD 1.69 | -9,027 | FPO | 9,027 |
| 05-Mar-14 | MBL | On market sale | AUD 1.69 | -9,027 | FPO | 9,027 |
| 05-Mar-14 | MBL | On market sale | AUD 1.69 | -8,431 | FPO | 8,431 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.69 | 1,735 | FPO | 1,735 |
| 05-Mar-14 | MBL | On market purchase | AUD 1.69 | 9,027 | FPO | 9,027 |
| 05-Mar-14 | MBL | On market sale | AUD 1.70 | -190,973 | FPO | 190,973 |
| 06-Mar-14 | MBL | On market sale | AUD 1.67 | -5,610 | FPO | 5,610 |
| 06-Mar-14 | MBL | On market purchase | AUD 1.67 | 1,000 | FPO | 1,000 |
| 06-Mar-14 | MBL | On market purchase | AUD 1.67 | 5,610 | FPO | 5,610 |
| 06-Mar-14 | MBL | On market sale | AUD 1.68 | -46,877 | FPO | 46,877 |
| 06-Mar-14 | MBL MBL |
On market sale | AUD 1.68 | -3,600 | FPO | 3,600 2,348 |
| 06-Mar-14 06-Mar-14 |
MBL | On market sale On market sale |
AUD 1.68 AUD 1.68 |
-2,348 -1,000 |
FPO FPO |
1,000 |
| 06-Mar-14 | MBL | On market sale | AUD 1.68 | -415 | FPO | 415 |
| 06-Mar-14 | MBL | On market sale | AUD 1.68 | -22,000 | FPO | 22,000 |
| 06-Mar-14 | MBL | On market sale | AUD 1.69 | -786 | FPO | 786 |
| 07-Mar-14 | MBL | On market purchase | AUD 1.68 | 97 | FPO | 97 |
| 07-Mar-14 | MBL | On market purchase | AUD 1.68 | 282 | FPO | 282 |
| 07-Mar-14 | MBL | On market purchase | AUD 1.68 | 5,612 | FPO | 5,612 |
| 07-Mar-14 | MBL | On market purchase | AUD 1.69 | 758 | FPO | 758 |
| 07-Mar-14 | MBL | On market purchase | AUD 1.69 | 758 | FPO | 758 |
| 10-Mar-14 | MBL | On market purchase | AUD 1.65 | 7,500 | FPO | 7,500 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 10-Mar-14 | MBL | On market purchase | AUD 1.65 | 57,403 | FPO | 57,403 |
| 10-Mar-14 10-Mar-14 |
MBL MBL |
On market sale On market sale |
AUD 1.66 AUD 1.66 |
-3,655 -1,000 |
FPO FPO |
3,655 1,000 |
| 10-Mar-14 | MBL | On market purchase | AUD 1.68 | 1,000 | FPO | 1,000 |
| 10-Mar-14 | MBL | On market purchase | AUD 1.68 | 1,305 | FPO | 1,305 |
| 10-Mar-14 | MBL | On market purchase | AUD 1.68 | 47,759 | FPO | 47,759 |
| 11-Mar-14 | MBL | On market sale | AUD 1.66 | -56,713 | FPO | 56,713 |
| 11-Mar-14 | MBL | On market sale | AUD 1.66 | -8,190 | FPO | 8,190 |
| 11-Mar-14 | MBL | On market purchase | AUD 1.66 | 3,095 | FPO | 3,095 |
| 11-Mar-14 | MBL | On market sale | AUD 1.67 | -1,000 | FPO | 1,000 |
| 11-Mar-14 | MBL | On market purchase | AUD 1.67 | 1,000 | FPO | 1,000 |
| 11-Mar-14 | MBL | On market purchase | AUD 1.67 | 1,239 | FPO | 1,239 |
| 11-Mar-14 | MBL MBL |
On market purchase | AUD 1.67 | 3,264 | FPO | 3,264 6,748 |
| 11-Mar-14 11-Mar-14 |
MBL | On market purchase On market purchase |
AUD 1.67 AUD 1.68 |
6,748 758 |
FPO FPO |
758 |
| 12-Mar-14 | MBL | On market purchase | AUD 1.67 | 197 | FPO | 197 |
| 12-Mar-14 | MBL | On market sale | AUD 1.68 | -1,000 | FPO | 1,000 |
| 12-Mar-14 | MBL | On market sale | AUD 1.69 | -50,000 | FPO | 50,000 |
| 12-Mar-14 | MBL | On market sale | AUD 1.69 | -2,610 | FPO | 2,610 |
| 12-Mar-14 | MBL | On market purchase | AUD 1.69 | 1,000 | FPO | 1,000 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 147 | FPO | 147 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 392 | FPO | 392 |
| 13-Mar-14 13-Mar-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.67 AUD 1.67 |
707 1,000 |
FPO FPO |
707 1,000 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 1,452 | FPO | 1,452 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 2,500 | FPO | 2,500 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 3,263 | FPO | 3,263 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 5,647 | FPO | 5,647 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 8,603 | FPO | 8,603 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 9,363 | FPO | 9,363 |
| 13-Mar-14 13-Mar-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.67 AUD 1.67 |
10,309 15,337 |
FPO FPO |
10,309 15,337 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 46,701 | FPO | 46,701 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 57,995 | FPO | 57,995 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.67 | 66,021 | FPO | 66,021 |
| 13-Mar-14 | MBL | On market sale | AUD 1.68 | -1,812 | FPO | 1,812 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.68 | 19 | FPO | 19 |
| 13-Mar-14 13-Mar-14 |
MBL MBL |
On market sale On market purchase |
AUD 1.69 AUD 1.69 |
-1,000 378 |
FPO FPO |
1,000 378 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.69 | 13,847 | FPO | 13,847 |
| 13-Mar-14 | MBL | On market purchase | AUD 1.69 | 32,609 | FPO | 32,609 |
| 14-Mar-14 | MBL | On market sale | AUD 1.64 | -7,047 | FPO | 7,047 |
| 14-Mar-14 | MBL | On market purchase | AUD 1.65 | 600 | FPO | 600 |
| 14-Mar-14 | MBL MBL |
On market purchase | AUD 1.66 | 3,951 | FPO | 3,951 11,266 |
| 14-Mar-14 14-Mar-14 |
MBL | On market purchase On market purchase |
AUD 1.66 AUD 1.66 |
11,266 13,560 |
FPO FPO |
13,560 |
| 17-Mar-14 | MBL | On market sale | AUD 1.65 | -128 | FPO | 128 |
| 17-Mar-14 | MBL | On market purchase | AUD 1.65 | 157,477 | FPO | 157,477 |
| 17-Mar-14 | MBL | On market sale | AUD 1.66 | -13,522 | FPO | 13,522 |
| 17-Mar-14 | MBL | On market sale | AUD 1.66 | -756 | FPO | 756 |
| 17-Mar-14 17-Mar-14 |
MBL MBL |
On market sale On market sale |
AUD 1.66 AUD 1.66 |
-663 -628 |
FPO FPO |
663 628 |
| 17-Mar-14 | MBL | On market sale | AUD 1.66 | -93 | FPO | 93 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 394 | FPO | 394 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 868 | FPO | 868 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 1,714 | FPO | 1,714 |
| 18-Mar-14 18-Mar-14 |
MBL MBL |
On market purchase On market purchase |
AUD 1.66 AUD 1.66 |
1,736 1,932 |
FPO FPO |
1,736 1,932 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 1,957 | FPO | 1,957 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 2,219 | FPO | 2,219 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 3,243 | FPO | 3,243 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 5,498 | FPO | 5,498 |
| 18-Mar-14 | MBL MBL |
On market purchase | AUD 1.66 | 9,787 | FPO | 9,787 14,302 |
| 18-Mar-14 18-Mar-14 |
MBL | On market purchase On market purchase |
AUD 1.66 AUD 1.66 |
14,302 20,462 |
FPO FPO |
20,462 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 24,931 | FPO | 24,931 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 25,569 | FPO | 25,569 |
| 18-Mar-14 | MBL | On market purchase | AUD 1.66 | 99,351 | FPO | 99,351 |
| 18-Mar-14 | MBL | On market sale | AUD 1.67 | -1,979 | FPO | 1,979 |
| 19-Mar-14 19-Mar-14 |
MBL MBL |
On market purchase On market sale |
AUD 1.64 AUD 1.65 |
203,982 -1,668 |
FPO FPO |
203,982 1,668 |
| 19-Mar-14 | MBL | On market sale | AUD 1.65 | -1,512 | FPO | 1,512 |
| 19-Mar-14 | MBL | On market sale | AUD 1.65 | -378 | FPO | 378 |
| 19-Mar-14 | MBL | On market purchase | AUD 1.65 | 2,248 | FPO | 2,248 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 19-Mar-14 | MBL | On market purchase | AUD 1.65 | 8,864 | FPO | 8,864 |
| 19-Mar-14 | MBL | On market sale | AUD 1.66 | -55,507 | FPO | 55,507 |
| 19-Mar-14 | MBL | On market sale | AUD 1.66 | -35,874 | FPO | 35,874 |
| 19-Mar-14 | MBL MBL |
On market sale | AUD 1.66 | -4,125 | FPO | 4,125 378 |
| 19-Mar-14 | MBL | On market sale | AUD 1.66 | -378 | FPO | 2,888 |
| 19-Mar-14 | On market purchase | AUD 1.66 | 2,888 | FPO | ||
| 19-Mar-14 | MBL MBL |
On market purchase | AUD 1.66 | 3,694 | FPO | 3,694 45 |
| 19-Mar-14 20-Mar-14 |
MBL | On market sale On market sale |
AUD 1.67 AUD 1.65 |
-45 -203,919 |
FPO FPO |
203,919 |
| 20-Mar-14 | MBL | On market sale | AUD 1.65 | -32,827 | FPO | 32,827 |
| 20-Mar-14 | MBL | On market sale | AUD 1.65 | -11,656 | FPO | 11,656 |
| 20-Mar-14 | MBL | On market sale | AUD 1.65 | -10,176 | FPO | 10,176 |
| 20-Mar-14 | MBL | On market sale | AUD 1.65 | -403 | FPO | 403 |
| 20-Mar-14 | MBL | On market purchase | AUD 1.65 | 378 | FPO | 378 |
| 20-Mar-14 | MBL | On market purchase | AUD 1.65 | 2,900 | FPO | 2,900 |
| 20-Mar-14 | MBL | On market purchase | AUD 1.65 | 7,519 | FPO | 7,519 |
| 20-Mar-14 | MBL | On market purchase | AUD 1.65 | 9,000 | FPO | 9,000 |
| 20-Mar-14 | MBL | On market purchase | AUD 1.65 | 1,271,621 | FPO | 1,271,621 |
| 21-Mar-14 | MBL | On market sale | AUD 1.62 | -951 | FPO | 951 |
| 21-Mar-14 | MBL | On market purchase | AUD 1.62 | 4,552 | FPO | 4,552 |
| 21-Mar-14 | MBL | On market purchase | AUD 1.62 | 10,544 | FPO | 10,544 |
| 21-Mar-14 | MBL | On market purchase | AUD 1.62 | 100,000 | FPO | 100,000 |
| 21-Mar-14 | MBL | On market purchase | AUD 1.63 | 1,127,690 | FPO | 1,127,690 |
| 21-Mar-14 | MBL | On market sale | AUD 1.64 | -1,969 | FPO | 1,969 |
| 24-Mar-14 | MBL | On market sale | AUD 1.62 | -250,000 | FPO | 250,000 |
| 24-Mar-14 | MBL | On market sale | AUD 1.62 | -3,274 | FPO | 3,274 |
| 24-Mar-14 | MBL | On market purchase | AUD 1.62 | 250,000 | FPO | 250,000 |
| 24-Mar-14 | MBL | On market sale | AUD 1.63 | -750 | FPO | 750 |
| 24-Mar-14 | MBL | On market purchase | AUD 1.63 | 529 | FPO | 529 |
| 24-Mar-14 | MBL | On market purchase | AUD 1.63 | 977 | FPO | 977 |
| 24-Mar-14 | MBL MBL |
On market purchase | AUD 1.63 | 1,145 | FPO | 1,145 1,834 |
| 24-Mar-14 24-Mar-14 |
MBL | On market purchase On market purchase |
AUD 1.63 AUD 1.63 |
1,834 3,700 |
FPO FPO |
3,700 |
| 24-Mar-14 | MBL | On market purchase | AUD 1.63 | 3,993 | FPO | 3,993 |
| 24-Mar-14 | MBL | On market purchase | AUD 1.63 | 644,295 | FPO | 644,295 |
| 24-Mar-14 | MBL | On market sale | AUD 1.64 | -10,471 | FPO | 10,471 |
| 24-Mar-14 | MBL | On market sale | AUD 1.64 | -5,279 | FPO | 5,279 |
| 24-Mar-14 | MBL | On market sale | AUD 1.64 | -2,990 | FPO | 2,990 |
| 24-Mar-14 | MBL | On market sale | AUD 1.64 | -2,990 | FPO | 2,990 |
| 24-Mar-14 | MBL | On market sale | AUD 1.64 | -2,990 | FPO | 2,990 |
| 24-Mar-14 | MBL | On market sale | AUD 1.64 | -2,990 | FPO | 2,990 |
| 25-Mar-14 | MBL | On market sale | AUD 1.62 | -100,000 | FPO | 100,000 |
| 25-Mar-14 | MBL | On market sale | AUD 1.62 | -9,233 | FPO | 9,233 |
| 25-Mar-14 | MBL | On market purchase | AUD 1.62 | 10,324 | FPO | 10,324 |
| 25-Mar-14 | MBL | On market purchase | AUD 1.62 | 603,451 | FPO | 603,451 |
| 25-Mar-14 | MBL | On market sale | AUD 1.63 | -59,477 | FPO | 59,477 |
| 25-Mar-14 | MBL | On market sale | AUD 1.63 | -3,901 | FPO | 3,901 |
| 25-Mar-14 | MBL | On market sale | AUD 1.63 | -2,961 | FPO | 2,961 |
| 25-Mar-14 | MBL | On market purchase | AUD 1.63 | 845 | FPO | 845 |
| 25-Mar-14 | MBL | On market sale | AUD 1.64 | -5,409 | FPO | 5,409 |
| 25-Mar-14 | MBL | On market sale | AUD 1.64 | -542 | FPO | 542 |
| 26-Mar-14 | MBL | On market sale | AUD 1.63 | -50,000 | FPO | 50,000 |
| 26-Mar-14 | MBL | On market purchase | AUD 1.63 | 1,309 | FPO | 1,309 |
| 26-Mar-14 26-Mar-14 |
MBL MBL |
On market sale On market sale |
AUD 1.64 AUD 1.64 |
-50,000 -174 |
FPO FPO |
50,000 174 |
| 26-Mar-14 | MBL | On market sale | AUD 1.64 | -81 | FPO | 81 |
| 26-Mar-14 | MBL | On market sale | AUD 1.64 | -42 | FPO | 42 |
| 26-Mar-14 | MBL | On market purchase | AUD 1.64 | 380 | FPO | 380 |
| 26-Mar-14 | MBL | On market purchase | AUD 1.64 | 6,429 | FPO | 6,429 |
| 26-Mar-14 | MBL | On market purchase | AUD 1.64 | 848,199 | FPO | 848,199 |
| 27-Mar-14 | MBL | On market purchase | AUD 0.03 | 240,000 | FPO | 240,000 |
| 27-Mar-14 | MBL | On market sale | AUD 0.10 | -240,000 | FPO | 240,000 |
| 27-Mar-14 | MBL | On market sale | AUD 1.63 | -1,309 | FPO | 1,309 |
| 27-Mar-14 | MBL | On market purchase | AUD 1.63 | 5,328 | FPO | 5,328 |
| 27-Mar-14 | MBL | On market purchase | AUD 1.63 | 7,800 | FPO | 7,800 |
| 27-Mar-14 | MBL | On market purchase | AUD 1.63 | 560,041 | FPO | 560,041 |
| 27-Mar-14 | MBL | On market purchase | AUD 1.63 | 150,000 | FPO | 150,000 |
| 27-Mar-14 | MBL | On market sale | AUD 1.64 | -760 | FPO | 760 |
| 27-Mar-14 | MBL | On market sale | AUD 1.64 | -380 | FPO | 380 |
| 28-Mar-14 | MBL | On market sale | AUD 1.63 | -11,628 | FPO | 11,628 |
| 28-Mar-14 28-Mar-14 |
MBL MBL |
On market sale On market sale |
AUD 1.63 AUD 1.63 |
-4,525 -1,309 |
FPO FPO |
4,525 1,309 |
| 28-Mar-14 | MBL | On market sale | AUD 1.63 | -1,309 | FPO | 1,309 |
| 28-Mar-14 | MBL | On market sale | AUD 1.63 | -1,178 | FPO | 1,178 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 28-Mar-14 | MBL | On market purchase | AUD 1.63 | 386,612 | FPO | 386,612 |
ANNEXURE 'C'
This is the annexure marked 'C' of 35 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
gc ~4862 1
I9343 Australian Securities Lending Association Limited
(ACN 054 944 482) Level 18, 20 Bond Street Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 9220 1379
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT *
(Version: 4 April 1997)
dated as of: (/ kdy , 19 97
Between:
And:
Bankers Trust Australia Limited ACN 003 01 7 221 of Level 15, The Chifley Tower, 2 Chifley Square, Sydney, NSW 2000
AMP Securities Pty Limited ACN 063 403 681 of Level 16, 33 Alfred Street, Sydney, NSW 2000
- * This agreement is adaptedfiom the ISLA Overseas Securities Lender's Agreement (Version: December 1995, as amended by 1996 UK Tax Addendum), prepared by CltfSord Chance, London, England for use by parties required to meet UK Inland Revenue tax requirements.
- * This agreement is also subject to the "Warning and Disclaimer" on the coversheet to the "User's Guide " relating to this agreement.
AGREEMENT
Recitals:
- A. The Parties hereto are desirous of agreeing to a procedure whereby either one of them (the "Lenderyy) will make available to the other of them (the "Borrower") from time to time Securities (as hereinafter defined).
- B. All transactions carried out under this Agreement will be effected in accordance with the Rules (as hereinafter defined), if applicable, together with current market practices, customs and conventions, in so far as they are not inconsistent with the terms of this Agreement.
Operative provisions:
1 Interpretation
- 1.1 [Definitions] The terms defined in clause 26 and in Schedule 1 have the meanings therein specified for the purposes of this Agreement.
- 1.2 [Inconsistency] In the event of any inconsistency between the provisions of Schedule 1 and the other provisions of this Agreement, Schedule 1 will prevail. In the event of any inconsistency between the provisions (if any) of Schedule 3 and the other provisions of this Agreement (including Schedule l), Schedule 3 will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement (including Schedules 1 and 3), such Confirmation will prevail for the purpose of the relevant transaction.
- 1.3 [Single agreement] All transactions are entered into in reliance on the fact that this Agreement and all Confirmations form a single agreement between the Parties (collectively referred to as this "Agreement"), and the Parties would not otherwise enter into any transactions.
- 1.4 [Interpretation] In this Agreement:
-
(a) Unless the context otherwise requires:
- (i) The singular includes the plural and vice versa.
- (ii) A person includes a corporation.
- (iii) A corporation includes any body corporate and any statutory authority.
- (iv) A reference to a statute, ordinance, code or other law or the Rules includes regulations or other instruments under it or them and consolidations, amendments, re-enactments or replacements of any of them.
-
(b) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "Margin", "redeliver" etc., which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral, as the case may be.
- 1.5 [Headings] All headings appear for convenience only and shall not affect the interpretation of this Agreement.
- 1.6 [Currency conversion] For the purposes of clauses 6, 8.3 and 8.4, when a conversion into the Base Currency is required, all prices, sums or values (including any Value, Offer Value and Bid Value) of Securities, Equivalent Securities, Collateral or Equivalent Collateral (including Cash Collateral) stated in currencies other than the Base Currency shall be converted into the Base Currency at the rate quoted by an Australian bank selected by the Lender (or, if an Event of Default has occurred in relation to the Lender, by the Borrower) at or about 1 1.00am (Sydney time) on the day of conversion as its spot rate for the sale by the bank of the Base Currency in exchange for the relevant other currency.
- 1.7 [Other agreements] Where at any time there is in existence any other agreement between the Parties the terms of which make provision for the lending of Securities (as defined in this Agreement) as well as other securities, the terms of this Agreement shall apply to the lending of such Securities to the exclusion of any other such agreement.
- 1.8 [Nominees] If payment is to be made to a Party's nominee or otherwise in accordance with the directions of a Party (whether by the other Party or by a third party), it shall be deemed, for the purposes of this agreement, to have been paid or made to the first mentioned Party.
Loans of Securities
- 2.1 [Borrowing Request and acceptance thereof] The Lender will lend Securities to the Borrower, and the Borrower will borrow Securities from the Lender, in accordance with the terms and conditions of this Agreement and with the Rules provided always that the Lender shall have received from the Borrower and accepted (by whatever means) a Borrowing Request.
- 2.2 [Changes to a Borrowing Request] The Borrower has the right to reduce the amount of Securities referred to in, or otherwise vary, a Borrowing Request provided that:
- (a) the Borrower has notified the Lender of such reduction or variation no later than midday Australian Eastern standard or summer (as appropriate) time on the day which is two Business Days prior to the Settlement Date, unless otherwise agreed between the Parties, and
- (b) the Lender shall have accepted such reduction or variation (by whatever means).
3 Delivery of Securities
[Delivery of Securities] The Lender shall procure the delivery of Securities to the Borrower or deliver such Securities in accordance with the relevant Borrowing Request together with appropriate instruments of transfer (where necessary) duly stamped (where necessary) and such other instruments (if any) as may be requisite to vest title thereto in the Borrower. Such Securities shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct of the relevant instruments of transfer and certificates or other documents of title (if any), or in the case of Securities title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries (such as CHESS), on the transfer of title in accordance with the rules and procedures of such system as in force from time to time, or by such other means as may be agreed.
4 Title, Distributions and Voting
- 4.1 [Passing of title] The Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- (a) any Securities borrowed pursuant to clause 2;
- (b) any Equivalent Securities redelivered pursuant to clause 7;
- (c) any Collateral delivered pursuant to clause 6;
- (d) any Equivalent Collateral redelivered pursuant to clauses 6 or 7,
shall pass from one Party to the other, on delivery or redelivery of the same in accordance with this Agreement, free from all liens, charges, equities and encumbrances. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries, delivery and transfer of title shall take place in accordance with the rules and procedures of such system as in force from time to time.
4.2 [Distributions]
- (a) [Cash distributions] Unless otherwise agreed, where Income is paid in relation to any Securities on or by reference to an Income Payment Date on which such Securities are the subject of a loan under this Agreement, the Borrower shall, on the date of the payment of such Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Date") pay and deliver a sum of money equivalent to the same to the Lender, irrespective of whether the Borrower received the same.
- (b) [Non-cash distributions] Subject to paragraph (c) (unless otherwise agreed), where, in respect of any borrowed Securities or any Collateral, any rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such Securities or Collateral, become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then the Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise of the right or option, give written notice to the other Party that, on redelivery of
Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such form as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
- (c) [Tax Act ss 26BC(3)(c)(ii) and (v) requirements] Notwithstanding paragraph (b), where, in respect of any Borrowed Securities or any Collateral, the relevant issuer company, trustee, government or government authority issues any right or option in respect of the Borrowed Securities or Collateral, as the case may be, the Borrower or the Lender, respectively, must deliver or make, as the case may be, to the other Party on the date of such issue or on such other date as the Parties may from time to time agree:
- (i) the right, or option; or
- (ii) an identical right or option; or
- (iii) a payment equal to the value to the Lender or the Borrower, respectively, of the right or option;
together with any such endorsements or assignments as shall be customary and appropriate.
- (d) [Manner of payment] Any payment to be made by the Borrower under this clause shall be made in a manner to be agreed between the Parties.
- 4.3 [Voting] Unless paragraph 4 in Schedule 1 specifies that this clause 4.3 does not apply, each Party undertakes that, where it holds Securities of the same description as any Securities borrowed by it or transferred to it by way of Collateral at a time when a right to vote arises in respect of such Securities, it will use its best endeavours to arrange for the voting rights attached to such Securities to be exercised in accordance with the instructions of the Lender or Borrower (as the case may be) provided always that each Party shall use its best endeavours to notify the other of its instructions in writing no later than seven Business Days prior to the date upon which such votes are exercisable, or as otherwise agreed between the Parties, and that the Party concerned shall not be obliged so to exercise the votes in respect of the number of Securities greater than the number so lent or transferred to it. For the avoidance of doubt, the Parties agree that, subject as hereinbefore provided, any voting rights attaching to the relevant Securities, Equivalent Securities, Collateral and/or Equivalent Collateral shall be exercisable by the persons in whose name they are registered, or in the case of Securities, Equivalent Securities, collateral and/or Equivalent Collateral in bearer form by the persons by or on behalf of whom they are held, and not necessarily by the Borrower or the Lender (as the case may be).
5 Fees
5.1 [Fees] In respect of each loan of Securities:
- (a) for which the Collateral is cash:
-
(i) the Lender must pay a fee to the Borrower in respect of the amount of that Collateral, calculated at the rate agreed between them; and
-
(ii) unless the Parties otherwise agree, the Borrower is not obliged to pay a fee to the Lender;
- (b) for which there is no Cash Collateral, the Borrower must pay a fee to the Lender, calculated at the rate agreed between them.
- 5.2 [Where there are different types of Collateral] Where the Collateral comprises only partly cash, clause 5.1 is to be construed as if there were separate loans of Securities, one secured solely by Cash Collateral and the other secured solely by non-cash Collateral.
- 5.3 [Calculation of fees] In respect of each loan of Securities, the payments referred to in clause 5.1 of this clause shall accrue daily in respect of the period commencing on and inclusive of the Settlement Day and terminating on and exclusive of the Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by the Borrower to the Lender or to the Borrower by the Lender (as the case may be) not later than the Business Day which is one week after the last Business Day of the calendar month to which such payment relate or such other date as the Parties from time to time agree. Any payment made pursuant to clause 5.1 shall be in Australian currency, unless otherwise agreed, and shall be paid in such manner and at such place as shall be agreed between the Parties.
Collateral
6.1 [Borrower's obligation to provide Collateral] Unless otherwise agreed, subject to the other provisions of this clause 6, the Borrower undertakes to deliver to or deposit with the Lender (or in accordance with the Lender's instructions) Collateral of the kind specified in the relevant Borrowing Request or as otherwise agreed between the Parties (together with appropriate instruments of transfer duly stamped (where necessary) and such other instruments as may be requisite to vest title thereto in the Lender) simultaneously with delivery of the Borrowed Securities by the Lender.
6.2 [Global margining]
- (a) [Adjustments to Collateral] Unless otherwise agreed between the Parties, subject to paragraph (b), clause 6.4 and paragraph 1.5 in Schedule 1 :
- (i) The aggregate Value of the Collateral delivered to or deposited with the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under paragraph (ii) below (as the case may be)) in respect of all loans of Securities outstanding under this Agreement ("Posted Collateral") shall from day to day and at any time be at least the aggregate of the Required Collateral Values in respect of such loans.
-
(ii) If at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess.
-
(iii) If at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such loans, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
- (b) [Netting of Collateral obligations where a Party is both Lender and Borrower] Unless otherwise agreed between the Parties, subject to clause 6.4 and paragraph 1.5 in Schedule 1, where paragraph (a) applies, if a Party (the "first Party") would, but for this paragraph, be required under paragraph (a) to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral in circumstances where the other Party (the "second Party") would, but for this paragraph, also be required to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral under paragraph (a), then the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the first Party ("X) shall be set-off against the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the second Party ("Y) and the only obligation of the Parties under paragraph (a) shall be, where X exceeds Y, an obligation of the first Party, or where Y exceed X, an obligation of the second Party, (on demand) to repay Cash Collateral, redeliver Equivalent Collateral or deliver further Collateral having a Value equal to the difference between X and Y.
- 6.3 [Required Collateral Value] For the purposes of clause 6.2(a), the Value of the Posted Collateral to be delivered or deposited in respect of any loan of Securities, while the loan of Securities continues, shall be equal to the aggregate of the Value of the borrowed Securities and the Margin applicable thereto (the "Required Collateral Value").
- 6.4 [Time for paymentlrepayment of Collateral] Except as provided in clause 6.1 or clause 6.6, where any Cash Collateral is to be repaid, Equivalent Collateral is to be redelivered or further Collateral is to be provided under this clause 6, it shall be paid or delivered as stated in paragraph 1.4 in Schedule 1.
- 6.5 [Substitution of Alternative Collateral] The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Equivalent Collateral prior to the date on which the same would otherwise have been repayable or redeliverable, provided that, at the time of such repayment or redelivery, the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender.
6.6 [Return of CollateraVEquivalent Collateral on redelivery of Equivalent Securities]
- (a) Cash Collateral shall be repaid and Equivalent Collateral shall be redelivered at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered.
- (b) Where Collateral is provided through a book entry transfer system (such as Austraclear or RITS), the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which Collateral
was provided has not been discharged when the Equivalent Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall, until the loan of Securities is discharged or further Collateral is provided, be deemed to constitute an obligation to pay Cash Collateral.
- 6.7 [Receipt by Lender of Income on Collateral] Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable and an Income Payment Date in respect of that Collateral occurs prior to the redelivery of Equivalent Collateral, then, unless such Income is paid directly to the Borrower, the Lender shall, on the date on which such Income is paid or on such other date as the Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower.
- 6.8 [Borrower's rights re Collateral are not assignable] The Borrower may not assign, transfer or otherwise dispose of, or mortgage, charge or otherwise encumber, or otherwise deal with its rights in respect of any Collateral without the prior written consent of the Lender.
- 6.9 [Lender may set off obligation to repay or return Equivalent Collateral] If the Borrower fails to comply with its obligation to redeliver Equivalent Securities, the obligation of the Lender in respect of any Collateral may be the subject of a set-off in accordance with clause 8.
- 6.10 [Collateral provided to Lender's Nominee] Without limiting clause 1.8, where Collateral is provided to the Lender's nominee, any obligation under this Agreement to repay or redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender, notwithstanding that any such repayment or redelivery may be effected in any particular case by the nominee.
Redelivery of Equivalent Securities
- 7.1 [Borrower's obligation to redeliver Equivalent Securities] The Borrower undertakes to redeliver Equivalent Securities in accordance with this Agreement and the terms of the relevant Borrowing Request.
- 7.2 [Lender may call for early redelivery of Equivalent Securities] Subject to clause 8 and the terms of the relevant Borrowing Request, the Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall as hereinafter provided redeliver such Equivalent Securities not later than the expiry of such notice in accordance with the Lender's instructions.
- 7.3 [Lender may terminate loan if Borrower defaults] If the Borrower does not redeliver Equivalent Securities in accordance with such call, the Lender may elect to continue the loan of Securities ; provided that, if the Lender does not elect to continue the loan, the Lender may by written notice to the Borrower elect to terminate the relevant loan. Upon the expiry of such notice the provisions of clauses 8.2 to 8.5 shall apply as if upon the expiry of such notice an Event of Default had occurred in relation to the Borrower (who shall thus be the Defaulting
Party for the purposes of this Agreement) and as if the relevant loan were the only loan outstanding.
- 7.4 [Consequence of exercise of "buy-in" against Lender, as a result of Borrower default] In the event that, as a result of the failure of the Borrower to redeliver Equivalent Securities to the Lender in accordance with this Agreement, a "buy-in" is exercised against the Lender, then, provided that reasonable notice has been given to the Borrower of the likelihood of such a "buy-in", the Borrower shall account to the Lender for the total costs and expenses reasonably incurred by the Lender as a result of such "buy-in".
- 7.5 [Right of Borrower to terminate loan early] Subject to the terms of the relevant Borrowing Request, the Borrower shall be entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
Set-off etc.
- 8.1 [Requirement for simultaneous delivery] On the date and time that Equivalent Securities are required to be redelivered by the Borrower in accordance with the provisions of this Agreement the Lender shall simultaneously redeliver the Equivalent Collateral and repay any Cash Collateral held (in respect of the Equivalent Securities to be redelivered) to the Borrower. Neither Party shall be obliged to make delivery (or make a payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it simultaneously. If it is not so satisfied (whether because an Event of Default has occurred in respect of the other Party or otherwise), it shall notify the other Party and, unless that other Party has made arrangements which are sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perform its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.
- 8.2 [Netting following occurrence of Event of Default] If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the "Performance Date" for the purposes of this clause), and in such event:
- (a) the Relevant Value of the Securities to be delivered (or payment to be made, as the case may be) by each Party shall be established in accordance with clause 8.3; and
-
(b) on the basis of the Relevant Values so established, an account shall be taken (as at the Performance Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the sums due from one Party shall be setoff against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Performance Date.
-
8.3 [Relevant Value] For the purposes of clause 8.2 the Relevant Value:
- (a) of any cash payment obligation shall equal its par value (disregarding any amount taken into account under (b) or (c) below);
- (b) of any Securities to be delivered by the Defaulting Party shall, subject to clause 8.4(b) and (c) below, equal the Offer Value thereof; and
- (c) of any Securities to be delivered to the Defaulting Party shall, subject to clause 8.4(b) and (c) below, equal the Bid Value thereof.
8.4 [Bid ValueIOffer Value]
- (a) For the purposes of clause 8.3, but subject to (b) and (c) below, the Bid Value and Offer Value of any Securities shall be calculated as at the Close of Business in the most appropriate market for Securities of the relevant description (as determined by the Non-Defaulting Party) on the first Business Day following the Performance Date, or, if the relevant Event of Default occurs outside the normal business hours of such market, on the second Business Day following the Performance Date (the "Default Valuation Time").
- (b) Where the Non-Defaulting Party has, following the occurrence of an Event of Default but prior to the Default Valuation Time, purchased Securities forming part of the same issue and being of an identical type and description to those to be delivered by the Defaulting Party and in substantially the same amount as those Securities or sold Securities forming part of the same issue and being of an identical type and description to those to be delivered by him to the Defaulting Party and in substantially the same amount as those Securities, the cost of such purchase or the proceeds of such sale, as the case may be, (taking into account all reasonable costs, fees and expenses that would be incurred in connection therewith) shall be treated as the Offer Value or Bid Value, as the case may be, of the relevant Securities for the purposes of this clause 8.
- (c) Where the amount of any Securities sold or purchased as mentioned in (b) above is not in substantially the same amount as those Securities to be valued for the purposes of clause 8.3, the Offer Value or the Bid Value (as the case may be) of those Securities shall be ascertained by:
- (i) dividing the net proceeds of sale or cost of purchase by the amount of the Securities sold or purchased so as to obtain a net unit price; and
- (ii) multiplying that net unit price by the amount of the Securities to be valued.
- 8.5 [Interpretation: "Securities"] Any reference in this clause 8 to Securities shall include any asset other than cash provided by way of Collateral.
- 8.6 [Interpretation: "Event of Default"] If the Borrower or the Lender for any reason fails to comply with its respective obligations under clause 6.6 in respect of the redelivery of Equivalent Collateral or the repayment of Cash Collateral, such failure shall be an Event of Default for the purposes of this clause 8, and the person failing to comply shall thus be the Defaulting Party.
8.7 [Waiver of right to require simultaneous delivery] Subject to and without prejudice to its rights under clause 8.1, either Party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities, Collateral and cash transfers waive its right under this Agreement in respect of simultaneous delivery and/or payment; provided that no such waiver in respect of one transaction shall bind it in respect of any other transaction.
9 Stamp duty, taxes etc and loss of tax benefits
9.1 [Stamp duty etc] The Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes, and any loan security or other stamp duties, (if any) chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified the Lender against any liability arising in respect thereof as a result of the Borrower's failure to do so.
9.2 [Borrower to give Transfer of Dividend Statement to Lender re franked dividends] If:
- (a) an Income Payment Date occurs during an Income Determination Period in relation to a particular loan of Securities;
- (b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received a Franked Dividend in respect of those Securities;
- (c) the Agreement or the relevant Confirmation states that the Lender is an Australian Taxpayer;
- (d) the failure of the Lender to receive a Franked Dividend is not due to any unreasonable act or omission by or on behalf of the Lender; and
- (e) neither item 7 in Schedule 1 nor the relevant Confirmation states that the Lender is not entitled to compensation for the loss of franking creditslrebates;
then:
- (f) the Borrower must either:
- (i) as soon as practicable, and in any event within 10 Business Days after the relevant Income Payment Date, give to the Lender a Transfer of Dividend Statement in respect of those Securities (which the Borrower is to be taken as having warranted is correct in all material respects and is effective for the purposes of Division 6A of Part IIIAA of the Tax Act); or
- (ii) on the 10th Business Day after the relevant Income Payment Date pay to the Lender an amount equal to the franking credit referable to the Franked Dividend.
-
9.3 [Borrower to compensate corporate Lender for loss of intercorporate dividend rebate re unfranked dividends] If:
-
(a) an Income Payment Date occurs during an Income Determination Period in relation to a particular loan of Securities;
- (b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received an Unfranked Dividend in respect of those Securities;
- (c) the Agreement or the relevant Confirmation states the Lender is entitled to compensation for the loss of the intercorporate dividend rebate under the Tax Act;
- (d) the failure of the Lender to qualify for that rebate is not due to any unreasonable act or omission by or on behalf of the Lender; and
- (e) neither item 8 of the Agreement nor the relevant Confirmation states that the Lender is not entitled to compensation for the loss of that rebate;
then the Borrower must pay to the Lender an amount calculated as follows:
$$
P = \frac{DT}{1-T}
$$
Where :
- P = the amount payable;
- D = the amount of the Unfranked Dividend; and
- T = the rate of income tax, expressed as a decimal, determined under the Tax Act at the relevant Income Payment Date as that payable in respect of the taxable income of a company (other than a private company, a company in the capacity of a trustee or a non-profit company that is a friendly society dispensary).
- 9.4 ["Notifiable consideration" for the purposes of s26BC(3)(d) of the Tax Act] For the purposes of section 26BC(3)(d) of the Tax Act, the notifiable consideration in respect of any loan of Securities is dissected as follows:
- (a) a fee see clause 5.1 (as applicable); and
- (b) other consideration see clauses 4.2,6 and 9 and the definition of "Equivalent Securities" in clause 26.
Lender's warranties
[Lender's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Lender:
(a) it is duly authorised and empowered to perform its duties and obligations under this Agreement;
- (b) it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it under this Agreement to the Borrower free from all liens, charges, equities and encumbrances; and
- (d) where paragraph 3 in Schedule 1 specifies that this clause 10(d) applies, it is not resident in Australia for the purposes of the Tax Act and either:
- (i) does not have a branch or other permanent establishment in Australia for the purposes of the Tax Act or of any applicable double tax agreement between Australia and its country of tax residence; or
- (ii) if it does have such a branch or other permanent establishment in Australia, that the loan is not entered into in the course of carrying on business through such branch or permanent establishment.
Borrower's warranties
[Borrower's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Borrower:
- (a) it has all necessary licences and approvals, and is duly authorised and empowered, to perform its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
- (b) it is not restricted under the terms of its constitution or in any other manner from borrowing Securities in accordance with this Agreement or from otherwise performing its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Collateral provided by it under this Agreement to the Lender free from all liens, charges, equities and encumbrances; and
- (d) it is acting as principal in respect of this Agreement.
Events of Default
- 12.1 [Events of Default] Each of the following events occurring in relation to either Party (the "Defaulting Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose of clause 8:
- (a) the Borrower or Lender failing to pay or repay Cash Collateral or deliver or redeliver Collateral or Equivalent Collateral upon the due date, and the Non-Defaulting Party serves written notice on the Defaulting Party;
-
(b) the Lender or Borrower failing to comply with its obligations under clause 6, and the Non-Defaulting Party serves written notice on the Defaulting Party;
-
-- (c) the Borrower failing to comply with clause 4.2, clause 9.2 or clause 9.3 and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (d) an Act of Insolvency occurring with respect to the Lender or the Borrower and (except in the case of an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the Non-Defaulting Party serves written notice on the Defaulting Party;
- (e) any representations or warranties made by the Lender or the Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (f) the Lender or the Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations hereunder and/or in respect of any loan hereunder, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (g) the Lender (if appropriate) or the Borrower being declared in default by the appropriate authority under the Rules or being suspended or expelled from membership of or participation in any securities exchange or association or other self-regulatory organisation, or suspended from dealing in securities by any government agency, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (h) any of the assets of the Lender or the Borrower or the assets of investors held by or to the order of the Lender or the Borrower being ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the Non-Defaulting Party serves written notice on the Defaulting Party, or
- (i) the Lender or the Borrower failing to perform any other of its obligations hereunder and not remedying such failure within 30 days after the Non-Defaulting Party serves written notice requiring it to remedy such failure, and the Non-Defaulting Party serves a further written notice on the Defaulting Party.
- 12.2 [Obligation of each Party to notify its Event of Default] Each Party shall notify the other if an Event of Default occurs in relation to it.
Outstanding payments
[Default interest] In the event of either Party failing to remit sums in accordance with this Agreement, such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency at a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it in good faith) if it were to fund or of funding the relevant amount, plus 2% (or other agreed percentage) per annum.
14 Transactions entered into as agent
- 14.1 [Agency Transactions] Subject to the following provisions of this clause, the Lender may enter into loans as agent (in such capacity, the "Agent") for a third person (a "Principal"), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an "Agency Transaction").
- 14.2 [Conditions for Agency Transactions] A Lender may enter into an Agency Transaction if, but only if:
- (a) it specifies that loan as an Agency Transaction at the time when it enters into it;
- (b) it enters into that loan on behalf of a single Principal whose identity is disclosed to the Borrower (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) at the time when it enters into the loan; and
- (c) it has at the time when the loan is entered into actual authority to enter into the loan and to perform on behalf of that Principal all of that Principal's obligations under the agreement referred to in clause 14.4(b) below.
- 14.3 [Undertakings by Lender] The Lender undertakes that, if it enters as agent into an Agency Transaction, forthwith upon becoming aware:
- (a) of any event which constitutes an Act of Insolvency with respect to the relevant Principal; or
- (b) of any breach of any of the warranties given in clause 14.5 below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts,
it will inform the Borrower of that fact and will, if so required by the Borrower, furnish it with such additional information as it may reasonably request.
14.4 [Consequences of Agency Transaction]
- (a) Each Agency Transaction shall be a transaction between the relevant Principal and the Borrower and no person other than the relevant Principal and the Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, the Lender shall not be liable as principal for the performance of an Agency Transaction or for breach of any warranty contained in clause 10(d) of this Agreement, but this is without prejudice to any liability of the Lender under any other provision of this clause.
-
(b) All the provisions of the Agreement shall apply separately as between the Borrower and each Principal for whom the Agent has entered into an Agency Transaction or Agency Transactions as if each such Principal were a party to a separate agreement with the Borrower in all respects identical with this Agreement other than this paragraph and as if the Principal were Lender in respect of that agreement; provided that:
-
(i) if there occurs in relation to the Agent an Event or Default or an event which would constitute an Event of Default if the Borrower served written notice under any paragraph of clause 12, the Borrower shall be entitled by giving written notice to the Principal (which notice shall be validly given to the Lender in accordance with clause 20) to declare that, by reason of that event, an Event of Default is to be treated as occurring in relation to the Principal. If the Borrower gives such a notice, then an Event of Default shall be treated as occurring in relation to the Principal at the time when the notice is deemed to be given; and
- (ii) if the Principal is neither incorporated nor has established a place of business in Australia, the Principal shall for the purposes of the agreement referred to in the preamble in this paragraph (b) be deemed to have appointed as its agent to receive on its behalf service of process in the courts of Australia the Agent, or, if the Agent is neither incorporated nor has established a place of business in Australia, the person appointed by the Agent for the purposes of this Agreement, or such other person as the Principal may from time to time specify in a written notice given to the other party.
- (c) The foregoing provisions of this clause do not affect the operation of the Agreement as between the Borrower and the Lender in respect of any transactions into which the Lender may enter on its own account as principal.
- 14.5 [Warranty by Lender] The Lender warrants to the Borrower that it will, on every occasion on which it enters or purposes to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that loan and perform the obligations arising thereunder on behalf of the person whom it specifies as the Principal in respect of that transaction and to perform on behalf of that person all the obligations of that person under the agreement referred to in clause 14.4(b).
15 Termination of course of dealings by notice
Each Party shall have the right to bring the course of dealing contemplated under this Agreement to an end by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination), subject to an obligation to ensure that all loans and which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement and with the Rules (if applicable).
16 No reliance or tax or accounting representations by other Party
Each Party acknowledges, represents and warrants to the other that, except as expressly stated in this Agreement or any Confirmation:
(a) it has not relied on any advice, statement, representation or conduct of any kind by or on behalf of the other Party in relation to any tax (including stamp duty) or accounting issues concerning this Agreement or any transactions effected under it; and
(b) it has made its own determination as to the tax (including stamp duty) and accounting consequences and treatment of any transaction effected under this Agreement, including (without limitation) of any moneys paid or received or any property transferred or received in connection with any such transaction.
17 Observance of procedures
Each of the Parties hereto agrees that, in taking any action that may be required in accordance with this Agreement, it shall observe strictly the procedures and timetable applied by the Rules (if and to the extent applicable) and, further, shall observe strictly any agreement (oral or otherwise) as to the time for delivery or redelivery of any money, Securities, Equivalent Securities, Collateral or Equivalent Collateral entered into pursuant to this Agreement.
18 Severance
If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, the intention of the Parties with respect to that severed provision.
19 Specific performance
Each Party agrees that, in relation to legal proceedings, it will not seek specific performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral, but without prejudice to any other rights it may have.
20 Notices
- 20.1 [Effectiveness] Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under clause 12 or clause 15 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see paragraph 6 in Schedule 1) and will be deemed effective as indicated:
- (a) if in writing and delivered in person or by courier, on the date it is delivered;
- (b) if sent by telex, on the date the recipient's answerback is received;
- (c) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);
- (d) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
(e) if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.
20.2 [Change of Address] Either party may by notice to the other change the address, telex or facsimile number or electronic massaging system details at which notices or other communications are to be given to it.
Assignment
Neither Party may assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent of the other Party
22 Non-Waiver
No failure or delay by either Party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as provided in this Agreement.
23 Time
Time shall be of the essence of the Agreement.
24 Recording
The Parties agree that each may electronically record all telephonic conversations between them.
25 Miscellaneous
- 25.1 [Entire Agreement] This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
- 25.2 [Amendments] No amendment in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
- 25.3 [Survival of Obligations] The obligations of the Parties under this Agreement will survive the termination of any transaction.
-
25.4 [Remedies Cumulative] Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive or any rights, powers, remedies and privileges provided by law.
-
25.5 [Counterparts] This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
- 25.6 [Expenses] A defaulting Party will, on demand, indemnify and hold harmless the other Party for and against all reasonable out-of-pocket expenses, including legal fees and stamp duty, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement or by reason of the early termination of any transaction, including, but not limited to, costs of collection.
26 Definitions
In this Agreement:
Act of Insolvency means in relation to either Party:
- (a) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors; or
- (b) its admitting in writing that it is unable to pay its debts as they become due; or
- (c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
- (d) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or
- (e) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or
- (f) the convening of any meeting of its creditors for the purpose of considering a compromise or arrangement within Part 5.1 of the Corporations Law of Australia (or any analogous proceeding).
In this definition:
- (g) "liquidator" shall be deemed to include a "provisional liquidator";
- (h) "receiver" shall be deemed to include a "receiver and manager";
-
(i) "administrator" shall be deemed to include an "official manager";
-
(i) "arrangement" shall be deemed to include a "scheme of arrangement"; and
- (k) "creditors" shall be deemed to include "any class of creditors".
Agent has the meaning given in clause 14.
Alternative Collateral means Collateral of a Value equal to the Collateral delivered pursuant to clause 6 and provided by way of substitution for Collateral originally delivered or previously substituted in accordance with the provisions of clause 6.5.
Australian Taxpayer means any person other than:
- (a) a Party who is not a resident of Australia for the purposes of the Tax Act (whether that Party is acting as a trustee, nominee or agent or in some other capacity) at the time a Franked Dividend is paid; or
- (b) a Party who is acting in the capacity of trustee, nominee or agent for a person who is not a resident of Australia for the purposes of the Tax Act at the time a Franked Dividend is paid.
Bankers Acceptances has the meaning given in paragraph 1.1 (d) in Schedule 1.
Base Currency has the meaning given in paragraph 2 in Schedule 1.
Bid Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available bid price thereof on the most appropriate market in a standard size.
Bid Value, subject to clause 8.5, means:
- (a) in relation to Equivalent Collateral at a particular time:
- (i) in relation to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule l), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1;
- (ii) in relation to all other types of Collateral (more specifically referred to in paragraph 1 .I in Schedule I), the amount which would be received on a sale of such Collateral at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection with selling or otherwise realising such Equivalent Collateral, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts paid to the Lender and in respect of which equivalent amounts have not been paid to the Borrower in accordance with clause 6.7 prior to such time in respect of such Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect thereof; and
(b) in relation to Equivalent Securities at a particular time, the amount which would be received on a sale of such Equivalent Securities at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.
Borrower, in relation to a particular loan of Securities, means the Borrower as referred to in Recital A of this Agreement.
Borrowing Request means a request made in writing (an example of which comprises Schedule 2 to this Agreement) by the Borrower to the Lender pursuant to clause 2.1 specifying, as necessary:
- (a) the description, title and amount of the Securities required by the Borrower;
- (b) the description (if other than Australian currency) and amount of any Collateral to be provided;
- (c) the proposed Settlement Date;
- (d) the duration of such loan (if other than indefinite);
- (e) the mode and place of delivery, which shall, where relevant, include the bank, agent, clearing or settlement system and account to which delivery of the Securities and any Collateral is to be made;
- (f) the Margin in respect of the transaction (if different from that stated in Schedule 1 or Schedule 3, as appropriate); and
- (g) the Fee.
Business Day means a day on which banks and securities markets are open for business generally in each place stated in paragraph 5 in Schedule 1 and, in relation to the delivery or redelivery of any of the following in relation to any loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral (including Cash Collateral) or Equivalent Collateral are to be delivered.
Cash Collateral means Collateral that takes the form of a deposit of currency.
Close of Business means:
- (a) in relation to any borrowing of Securities or redelivery of Equivalent Securities under this agreement, the final time on a Business Day at which settlement of the transfer of those Securities can take place in the Stock Exchange in order to constitute good delivery on that day; and
- (b) in relation to the provision of Collateral or return of Equivalent Collateral or the making of any other payment under this agreement, the time at which trading banks close for general banking business in
the place in which payment is to be made or Collateral or Equivalent Collateral is to be delivered or redelivered.
Collateral means such securities or financial instruments or deposits of currency as are referred to in paragraph 1.1 in Schedule 1 or any combination thereof which are delivered by the Borrower to the Lender in accordance with this Agreement and includes the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate), and includes Alternative Collateral.
Confirmation means the Borrowing Request, as it may be amended pursuant to clause 2.2., or other confirming evidence exchanged between the Parties confirming the terms of a transaction.
Defaulting Party has the meaning given in clause 12.
Dividend means a dividend within the meaning of the definition of that term in section 6(1) (as affected by sections 6(4) and 6(5)) of the Tax Act.
Equivalent Collateral or Collateral equivalent to, in relation to any Collateral provided under this Agreement, means securities, cash or other property, as the case may be, of an identical type, nominal value, description and amount to particular Collateral so provided and shall include the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate). If and to the extent that such Collateral consists of securities that are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:
- (a) in the case of conversion, subdivision or consolidation the securities into which the relevant Collateral has been converted, subdivided or consolidated provided that, if appropriate, notice has been given in accordance with clause 4.2(b);
- (b) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
- (c) in the case of a takeover, a sum of money or securities, being the consideration or alternative consideration of which the Borrower has given notice to the Lender in accordance with clause 4.2(b);
- (d) in the case of a call on partly paid securities, the paid-up securities provided that the Borrower shall have paid to the Lender an amount of money equal to the sum due in respect of the call;
- (e) in the case of a capitalisation issue, the relevant Collateral together with the securities allotted by way of a bonus thereon;
- (f) in the case of a rights issue, the relevant Collateral together with the securities allotted thereon, provided that the Borrower has given notice to the Lender in accordance with clause 4.2(b), and has paid to the Lender all and any sums due in respect thereof;
(g) in the event that a payment or delivery of Income is made of the relevant Collateral in the form of securities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form of securities or a certificate which may at a future date be exchanged for securities, notice has been given to the Lender in accordance with clause 4.2(b) the relevant Collateral together with securities or a certificate equivalent to those allotted; and
(h) in the case of any event similar to any of the foregoing, the relevant Collateral together with or replaced by a sum of money or securities equivalent to that received in respect of such Collateral resulting from such event.
For the avoidance of doubt, in the case of Bankers7 Acceptances (Collateral type (d)), Equivalent Collateral must bear dates, acceptances and endorsements (if any) by the same entitles as the bill to which it is intended to be equivalent and, for the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).
Equivalent Securities means securities of an identical type, nominal value, description and amount to particular Securities borrowed and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (if appropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:
- (a) in the case of conversion, subdivision or consolidation the securities into which the borrowed Securities have been converted, subdivided or consolidated provided that if appropriate, notice has been given in accordance with clause 4.2(b);
- (b) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
- (c) in the case of a takeover, a sum of money or securities, being the consideration or alternative consideration of which the Lender has given notice to the Borrower in accordance with clause 4.2(b);
- (d) in the case of a call on partly paid securities, the paid-up securities provided that the Lender shall have paid to the Borrower an amount of money equal to the sum due in respect of the call;
- (e) in the case of a capitalisation issue, the borrowed Securities together with the securities allotted by way of a bonus thereon;
- (f) in the case of a rights issue, the borrowed Securities together with the securities allotted thereon, provided that the Lender has given notice
to the Borrower in accordance with clause 4.2(b), and has paid to the Borrower all and any sums due in respect thereof;
- (g) in the event that a payment or delivery of Income is made in respect of the borrowed Securities in the form of securities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form of securities or a certificate which may at a future date be exchanged for securities, notice has been given to the Borrower in accordance with clause 4.2(b) the borrowed Securities together with securities or a certificate equivalent to those allotted; and
- (h) in the case of any event similar to any of the foregoing, the borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such borrowed Securities resulting from such event.
For the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).
Event of Default has the meaning given in clause 12.
Fee, in respect of a transaction, means the fee payable by one Party to the other in respect of that transaction under clause 5.
Franked Dividend means a Dividend the whole or part of which is taken to have been franked in accordance with section 160AQF of the Tax Act.
Income means any dividends, interest or other distributions of any kind whatsoever with respect to any Securities or Collateral.
Income Determination Period, in relation to a particular loan of Securities, means:
- (a) in relation to the Securities, the period commencing when the Securities cease to be registered in the name of the Lender (or the relevant transferor) upon or before delivery of those Securities under clause 3 and ending when Equivalent Securities are registered in the name of the Lender (or the relevant transferee) upon or following redelivery of those Equivalent Securities under clause 7.1 ; and
- (b) in relation to Collateral (other than Cash Collateral), the period commencing when the Collateral ceases to be registered in the name of the Borrower (or the relevant transferor) upon or before delivery of that Collateral under clause 6.1 and ending when Equivalent Collateral is registered in the name of the Borrower (or the relevant transferee) upon or following redelivery of that Equivalent Collateral under clause 6.6.
Income Payment Date, in relation to any Securities or Collateral, means the date on which Income is paid in respect of such Securities or
Collateral, or, in the case of registered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income.
Lender, in relation to a particular loan of Securities, means the Lender as referred to in Recital A of this Agreement.
Margin has the meaning in paragraph 1.3 in Schedule 1.
Nominee means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent Collateral on its behalf whose appointment has been notified to the other Party.
Non-Defaulting Party has the meaning given in clause 12.
Offer Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available offer price thereof on the most appropriate market in a standard size.
Offer Value, subject to clause 8.5, means:
- (a) in relation to Collateral equivalent to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1 ; and
- (b) in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral (more specifically referred to in paragraph 1.1 in Schedule I), the amount it would cost to buy such Equivalent Securities or Equivalent Collateral at the Offer Price thereof at such time plus all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.
paid, in relation to a Dividend, includes credited, distributed or issued and like terms are to be construed accordingly.
Parties means the Lender and the Borrower and Party shall be construed accordingly.
Performance Date has the meaning given in clause 8.
Posted Collateral has the meaning given in clause 6.2(a)(i).
Principal has the meaning given in clause 14.
Reference Price means:
(a) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to type (g) (more specifically referred to in paragraph 1.1 in Schedule I), such price as is equal to the mid market quotation of such Securities, Equivalent Securities,
Collateral and/or Equivalent Collateral as derived from a reputable pricing information service (such as the services provided by SEATS or Reuters) reasonably chosen in good faith by the Lender or if unavailable the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by the Lender, in each case at Close of Business on the previous Business Day; and
(b) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to Collateral types (b)-(f) (more specifically referred to in paragraph 1.1 in Schedule l), the market value thereof as derived from the prices or rates bid by a market maker or reputable dealer for the relevant instrument reasonably chosen by the Lender in good faith or, in the absence of such a bid, the average of the rates bid by two leading market makers reasonably chosen in good faith by the Lender in each case at Close of Business on the previous Business Day.
Relevant Payment Date has the meaning given in clause 4.2(a).
Required Collateral Value has the meaning given in clause 6.3.
Rules means the rules for the time being of the Stock Exchange (where either Party is a member of the Stock Exchange) and/or any other regulatory authority whose rules and regulations shall from time to time affect the activities of the Parties pursuant to this Agreement (provided that in an Event of Default, where either Party is a member of the Stock Exchange, the Rules and Regulations of the Stock Exchange shall prevail).
Securities means "eligible securities" within the meaning of section 26BC(l) of the Tax Act which the Borrower is entitled to borrow from the Lender in accordance with the Rules and which are the subject of a loan pursuant to this Agreement and such term shall include the certificates or other documents of title (if any) in respect of the foregoing.
Settlement Date means the date upon which Securities are or are to be transferred to the Borrower in accordance with this Agreement.
Standard Settlement Time, in relation to Australian Securities, means T + 5 Australian business days on which the Australian Stock Exchange Limited is open for trading, or such lesser time in which transactions in Australia in listed securities are customarily required to be settled.
Stock Exchange means the Australian Stock Exchange Limited.
Tax Act means the Income Tax Assessment Act 1936 (Commonwealth of Australia).
Transfer of Dividend Statement, in relation to Dividends, means a properly completed document in the form, or substantially in the form, of Appendix 6.26 to the Rules or a properly completed statement in another approved form within the meaning of the definition of that term in section 160APA of the Tax Act.
Unfranked Dividend means a Dividend no part of which has been franked in accordance with the Tax Act.
Value at any particular time means, in relation to Securities and Equivalent Securities, the Reference Price thereof then current and in respect of Collateral and/or Equivalent Collateral such worth as determined in accordance with paragraph 1.2 in Schedule 1.
27 Governing Law and Jurisdiction
- 27.1 [Governing law] This Agreement is governed by, and shall be construed in accordance with, the law in force in New South Wales, Australia.
- 27.2 [Consent to jurisdiction] Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales in respect of any dispute in connection with this Agreement.
EXECUTED as an agreement
Schedule 1 - Particulars
- 1 COLLATERAL (see definition in clause 26, and also clause 6)
- 1.1 Types (see defirzition of "Collateral" in clause 26)
Collateral acceptable under this Agreement may include the following or otherwise, as agreed between the Parties from time to time, whether transferable by hand or within a depositary:
- (a) Cash;
- (b) Australian Government Inscribed Stock;
- (c) Australian, State or Territory Government stock, bonds or promissory notes (including those issued by any statutory corporation such as Treasury Corporation of New South Wales);
- (d) Bills of exchange accepted by any bank carrying on business in Australia ("Bankers Acceptances");
- (e) Promissory notes issued by any such bank;
- (f) Certificates of Deposit issued by any such bank;
- (g) Corporate bonds in registrable or bearer form;
- (h) Irrevocable Standby Letters of Credit issued or confirmed by any such bank.
1.2 Valuation of Collateral (see definition of "Value" in clause 26 and clause 6.2)
Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:
- (a) in respect of Collateral type (a), the amount thereof in, or converted into, the Base Currency;
- (b) in respect of Collateral type (b), the value calculated by reference to the middle market price of each stock as determined daily by the Reserve Bank of Australia, adjusted to include the accumulated interest thereon;
- (c) in respect of Collateral types (c) to (g), the Reference Price thereof;
- (d) in respect of Collateral type (h), the value specified therein.
1.3 Margin (see definition in clause 26 and clause 6.3)
The Value of any Collateral delivered, or to be delivered, pursuant to clause 6 by the Borrower to the Lender under the terms and conditions of this Agreement shall on each Business Day represent not less than the Value of the borrowed Securities together with the following additional percentages, hereinbefore referred to as ("the Margin"), unless otherwise agreed between the Parties:
(a) in the case of Collateral type (a): 5%; or
- (b) in the case of Collateral types (b) to (f) and (h): 5% (except that, for Certificates of Deposit, the Margin shall be the accumulated interest thereon); or
- (c) in the case of Collateral type (g): 5%.
If the Value of the borrowed Securities includes any margin over the mid market price of the borrowed Securities, this shall be taken into account in determining the Margin applicable.
1.4 Basis of Margin Maintenance (see clause 6.4)
Minimum period after demand for transferring Collateral or Equivalent Collateral:
- (a) Cash Collateral: within one Business Day;
- (b) Equivalent Collateral: not less than the Standard Settlement Time for such Collateral or the equivalent time on the exchange or clearing organisation through which the relevant Collateral is to be, or was originally, delivered;
- (c) Other Collateral (ie a Letter of Credit): within two Business Days.
1.5 Minimum adjustments (see clauses 6.2(a)(ii) and (iii))
- (a) The Lender may not demand that further Collateral be provided by the Borrower if the aggregate deficiency calculated in accordance with clause 6.2 is less than the greater of:
- (i) \$5,000; and
- (ii) 2% of the Value of the Required Collateral Value.
- (b) The Borrower may not demand the return of Collateral provided to the Lender if the Borrower has committed an Event of Default in respect of any transaction or if the aggregate excess calculated in accordance with clause 6.2 is less than the greater of:
- (i) \$5,000; and
- (ii) 2% of the Required Collateral Value.
2 BASE CURRENCY (see definition in clause 26 and clause 1.6)
The Base Currency applicable to this Agreement is Australian Dollars.
3 LENDER'S WARRANTIES (see clause 1 O(d))
clause 10(d) shall not apply.
4 VOTING (see clause 4.3)
Clause 4.3 does not apply.
5 PLACE OF BUSINESS (see definition of "Business Day" in clause 26)
Sydney.
6 ADDRESS FOR NOTICES AND STATUS OF PARTIES (see clause 20.1)
6.1 Address for notices or communications to Bankers Trust Australia Limited
| Address: | Level 15, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000 |
|---|---|
| Attention: | Sasha Conoplia |
| Facsimile No: 612 9259 9466 | |
| Telephone No: 612 9259 3057 | |
which is an Australian Taxpayer.
6.2 Address for notices or communications to AMP Securities Pty Limited
Address: Level 16,33 Alfred Street, Sydney, NSW 2000
Attention: AMP Securities Pty Limited - Securities Lending Division
Facsimile No: 612 9257 5996
Telephone No: 612 9257 5238
Email:
which is an Australian Taxpayer.
7 COMPENSATION FOR LOSS OF FRANKING CREDITSIREBATES (see clause 9.2)
Is required by both parties unless expressly stated in a confirmation.
8 COMPENSATION FOR LOSS OF INTERCORPORATE DIVIDEND REBATE (see clause 9.3)
Is required by both parties unless expressly stated in a confirmation.
Schedule 2 Specimen Form of Borrowing Request (see clause 2.1 and definition of "Borrowing Request" in clause 26)
To: [Name and Address of Lender]
This is a Borrowing Request under the Master Securities Lending Agreement between us dated # (the "Agreement")
1 We wish to make the following borrowing of Securities: (a) Description of Securities: # [eg "fully paid ordinary shares in # "1 (b) Amount of Securities: # [eg "1 million"] (c) Proposed Settlement Date of # [eg "today"] Borrowing: (d) Time, Mode and Place of Delivery of Securities, including (as appropriate) settlement system and account to which delivery is to be made: # [eg "to the account of #, HIN #, in CHESS"] (e) Duration of Loan: No longer than eleven months and 20 days after the Borrowed Securities are delivered under this Borrowing Request. (f) Type of Collateral: # [eg "Cash"] (g) Time, Mode and Place of Delivery of # [eg "dvp on CHESS"] Collateral: (h) Rates (see clause 5.1 of the #[eg (a) " #% per annum on the Cash Agreement): Collateral", or (b) "# % per annum on the daily value of the Borrowed Securities" as appropriate]. 2 Please confirm your acceptance of this Borrowing Request by return fax.
Dated : #
For and on behalf of [Name of Borrower]
Signature of Authorised Representative
Name and title of Authorised Representative
Schedule 3 Supplementarv Terms and Conditions (if anv)
This Schedule forms part of and amends the Master Securities Lending Agreement (including Schedule 1) to which it is a Schedule, as follows:
- The following words should be added to the end of the existing clause 2.1 :
"The Borrowing Request may be made orally by the Borrower. Following receipt of the Borrowing Request the Lender, in its absolute discretion, may accept the Borrowing Request by serving on the Borrower a Confirmation."
- 2. The following new clauses shall be added:
- "2.3 [Securities Lending Agreement] The Borrower shall at all times not do any act or thing which may cause this Agreement to not qualify as a written agreement of the kind known as a securities lending agreement for the purposes of Section 26BC(3) of the Income Tax Assessment Act."
- "4.4 [Other Corporate Actions] Each Party hereby undertakes to procure that all reasonable instructions received from the other Party in respect of conversions, subdivisions consolidations, redemption's, takeovers, and pre-emptions, are complied with in respect of such Securities, Equivalent Securities, Collateral and/ or Equivalent Collateral PROVIDED THAT each Party shall notify the other of its instructions in writing no later than five (5)Business Days prior to the date upon which such action is to be taken, unless otherwise agreed between the Parties."
- "14.6 [Warranty as to Beneficial Ownership] When AMP lends or borrows as Agent, AMP hereby warrants to BTAL that, at the time of entering into and, at all times during, an Agency Transaction, the Principal on who's behalf the Agency Transaction has been entered into is authorised and entitled to, in the case of lending Securities, lend Securities and to deliver beneficial ownership of the Securities free from all liens, charges and encumbrances and, in the case of borrowing Securities, borrow Securities and deal with them as contemplated by this Agreement."
- "14.7 [Warranty as to Authority of Principal] AMP, as Agent, warrants that each Principal on whose behalf AMP enters into Agency Transactions is authorised to and, has the power to, enter into the lending or borrowing of Securities as contemplated by this Agreement.
- "14.8 [BTAL not act as Agent] If BTAL lends securities to AMP under this Agreement, it will at all times do so as principal, not as agent."
- "14.9 [Restriction on Agency Transactions] When AMP acts as Lender or Borrower, it may only enter into Agency Transactions, as Agent for and on behalf of a Principal, with BTAL if the Principal is:
- (a) AMP Life Limited Statutory Funds No. 1,2 or 3; or
- (b) such other person as is agreed in writing between AMP and BTAL, which written agreement shall form part of this Agreement, whether or not such written agreement is physically attached to this Agreement"
"14.10 [Netting and set-off] Any netting or set-off rights operate separately in relation to Agency Transactions entered into in connection with each separate Principal."
- 3. Clause 14.1 is amended by deleting the words "for a third person (a "Principal")" in the second and third lines and replacing them with "for a Principal".
-
- The definition of "Principal" in Clause 26 should be deleted and replaced with "means the persons referred to in clause 14.9(a) and (b)".
-
- New definitions should be added to Clause 26 of the Agreement as follows:
"BTAL means Bankers Trust Australia Limited ACN 003 01 7 22 1 of Level 15, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000."
"AMP means AMP Securities Pty Limited ACN 063 403 681 of Level 16,33 Alfred Street, Sydney NSW 2000 as agent for the Principals as provided for in clause 14.9."
- An additional Event of Default is to be added to clause 12.1 as follows:
"12.l(j) If the making of any law or treaty or, a change in the interpretation or application by any governmental agency of any law or treaty, makes it unlawful or grossly impracticable for a Lender (whether as Agent or otherwise, including a Principal which is subject to the law or treaty) to lend Securities."
Execution page
Executed as an agreement
SIGNED by Robert Woods as attorney for Bankers Trust Australia Limited in the presence of: $\leq'$ $\mathbb{Z}$
| Court you | |
|---|---|
| Signature of witness | |
| AC111C |
| $S$ POTTA CONOPLIA | |
|---|---|
| Name of witness |
ستعدد والمتحدث والمعارف الساريان
$\hat{L}$ , $\hat{L}$ , $\hat{L}$ , $\hat{L}$
Signature
$\lambda$
$\lambda$ $\lambda$
| SIGNED by | |
|---|---|
| as attorney for AMP Securities Pty | |
| Limited in the presence of: | |
| Signature of witness | |
| Name of witness | |
....................................... Signature
THE COMMON SEAL OF AMP SECURITIES
WAS HEREUNTO AFFIXED IN ACCORDANCE WITH A RESOLUTION OF THE BOARD OF DIRECTORS AND IN THE PRESENCE $O F$
DI 9 $\Omega$ MARK O'Brien
Anderson
ANNEXURE 'D'
This is the annexure marked 'D' of 46 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
Australian Securities Lending Association Limited
(ACN 054 944 482) Level 18, 20 Bond Street Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 9220 1379
(Version: 4 April 1997)
1 7 q'5() ~-
Coversheet
to
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT'
dated as of: 25 MAY 2000
Between: TilE CHA-sE-MA-NHATIAN -BANKiSV.aNEY BRANCH)
JD rAof(, AI-J CrIAS~ fSAN'L
And: MACQUARIE BANK LIMITED
* This agreement is adapted/rom the ISLA Overseas Securities Lender's Agreement (Version: December 1995. as amended by 1996 UK Tax Addendum), prepared by Clifford Chance, London, England/or use by parties required to meet UK Inland Revenue tax requirements.
* This agreement is also subject to the "Warning and Disclaimer" on the coversheet to the User's Guide relating to this agreement.
© Mallesons Stephen Jaques
SOLICITORS Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 DX 113 Sydney Ref: JCK
L6350 25/05/00
| Contents | Agreement | Page No |
|---|---|---|
| 1 Interpretation |
2 | |
| of 2 Loans Securities |
3 | |
| 3 Delivery of Securities |
4 | |
| and 4 Title, Distributions Voting |
4 | |
| 5 Fees |
6 | |
| 6 Collateral |
6 | |
| of 7 Redeljvery Equivalent Securities |
8 | |
| 8 Set-off etc. |
9 | |
| of Stamp and 9 duty, taxes etc loss tax benefits |
11 | |
| Lender's warranties 10 |
13 | |
| 11 Borrower's warranties |
13 | |
| of 12 Events Default |
14 | |
| Outstanding payments 13 |
15 | |
| 14 Transactions entered into as agent |
15 | |
| of of Termination 15 course dealings by notice |
17 | |
| or or 16 No reliance tax accounting representations other Party by |
17 | |
| of 17 Observance procedures |
17 | |
| 18 Severance |
17 | |
| 19 Specific performance |
17 | |
| 20 Notices |
18 | |
| 21 Assignment | 18 | |
| 22 Non-Waiver |
18 | |
| Time 23 |
18 | |
| 24 Recording |
19 | |
| 25 Miscellaneous |
19 |
| Contents | Agreement | Page No |
|---|---|---|
| 26 Definitions |
19 | |
| and 27 Governing Law Jurisdiction |
27 | |
| Schedule Particulars 1 - |
28 | |
| of Form Schedule 2 Specimen Borrowing Request (see clause and definition of "Borrowing Request" in clause 26) |
2.1 33 |
|
| (if and Schedule 3 Supplementary Terms Conditions any) |
35 |
Australian Securities Lending Association Limited
(ACN 054 944 482) Level 18, 20 Bond Sireel Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 9220 1379
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT *
(Version: 4 April 1997)
| dated as of: |
25 2000 May |
|
|---|---|---|
| Between: | (1) | Chase Manhattan Bank (Sydney Branch) |
| ARBN 074 11201 I |
||
| OfLevel35, AAP Centre, 259 George Street, Sydney NSW 2000 |
||
| And: | (2) | Macquarie Bank Limited |
| ACN 008 583 542 |
||
| ofLevel IS, Nol Manin Place, Sydney NSW 2000 |
* This agreement is adaptedfrom the ISLA Overseas Securities Lender's Agreement (Version: December 1995, as amended by I996 UK Tax Addendum), prepared by Clifford Chance, London, EngLandfor use by parties required to meet UK InLand Revenue tax requirements.
* This agreement is aLso subject to the "Warning and Disclaimer" on the coversheet to the "User's Guide" reLating to this agreement.
© Mallesons Stephen Jaques
SOLICITORS Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 DX 113 Sydney Ref: JCK
AGREEMENT
Recitals:
- A. The Parties hereto are desirous of agreeing to a procedure whereby either one of them (the "Lender") will make available to the other of them (the "Borrower") from time to time Securities (as hereinafter defined).
- B. All transactions carried out under this Agreement will be effected in accordance with the Rules (as hereinafter defined), if applicable, together with current market practices, customs and conventions, in so far as they are not inconsistent with the terms ofthis Agreement.
Operative provisions:
1 Interpretation
- 1.1 [Definitions] The tenns defined in clause 26 and in Schedule 1 have the meanings therein specified for the purposes ofthis Agreement.
- 1.2 [Inconsistency] In the event of any inconsistency between the provISIons of Schedule I and the other provisions of this Agreement, Schedule 1 will prevail. In the event of any inconsistency between the provisions (if any) of Schedule 3 and the other provisions of this Agreement (including Schedule 1), Schedule 3 will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement (including Schedules I and 3), such Confirmation will prevail for the purpose ofthe relevant transaction.
- 1.3 [Single agreement] All transactions are entered into in reliance on the fact that this Agreement and all Confirmations form a single agreement between the Parties (collectively referred to as this "Agreement"), and the Parties would not otherwise enter into any transactions.
- 1.4 [Interpretation] In this Agreement:
-
(a) Unless the context otherwise requires:
- (i) The singular includes the plural and vice versa.
- (ii) A person includes a corporation.
- (iii) A corporation includes any body corporate and any statutory authority.
- (iv) A reference to a statute, ordinance, code or other law or the Rules includes regulations or other instruments under it or them and consolidations, amendments, re-enactments or replacements of any ofthem.
-
(b) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "Margin'" "redeliver" etc., which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral, as the case may be.
- 1.5 [Headings] All headings appear for convenience only and shall not affect the interpretation ofthis Agreement.
- 1.6 [Currency conversion] For the purposes of clauses 6, 8.3 and 8.4, when a conversion into the Base Currency is required, all prices, sums or values (including any Value, Offer Value and Bid Value) of Securities, Equivalent Securities, Collateral or Equivalent Collateral (including Cash Collateral) stated in currencies other than the Base Currency shall be converted into the Base Currency at the rate quoted by an Australian bank selected by the Lender (or, if an Event of Default has occurred in relation to the Lender, by the Borrower) at or about II.DDam (Sydney time) on the day of conversion as its spot rate for the sale by the bank of the Base Currency in exchange for the relevant other currency.
- 1.7 [Other agreements] Where at any time there is in existence any other agreement between the Parties the terms of which make provision for the lending of Securities (as defined in this Agreement) as well as other securities, the terms of this Agreement shall apply to the lending ofsuch Securities to the exclusion of any other such agreement.
- 1.8 [Nominees] If payment is to be made to a Party's nominee or otherwise in accordance with the directions of a Party (whether by the other Party or by a third party), it shaH be deemed, for the purposes of this agreement, to have been paid or made to the first mentioned Party.
2 Loans of Securities
- 2.1 [Borrowing Request and acceptance thereat] The Lender will lend Securities to the Borrower, and the Borrower will borrow Securities from the Lender, in accordance with the terms and conditions of this Agreement and with the Rules provided always that the Lender shall have received from the Borrower and accepted (by whatever means) a Borrowing Request.
- 2.2 [Changes to a Borrowing Request] The Borrower has the right to reduce the amount of Securities referred to 10, or otherwise vary, a Borrowing Request provided that:
- (a) the Borrower has notified the Lender of such reduction or variation no later than midday Australian Eastern standard or summer (as appropriate) time on the day which is two Business Days prior to the Settlement Date, unless otherwise agreed between the Parties, and
(b) the Lender shall have accepted such reduction or variation (by whatever means).
3 Delivery of Securities
[Delivery of Securities] The Lender shaH procure the delivery of Securities to the Borrower or deliver such Securities in accordance with the relevant Borrowing Request together with appropriate instruments of transfer (where necessary) duly stamped (where necessary) and such other instruments (if any) as may be requisite to vest title thereto in the Borrower. Such Securities shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct of the relevant instruments of transfer and certificates or other documents of title (if any), or in the case of Securities title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries (such as CHESS), on the transfer of title in accordance with the rules and procedures of such system as in force from time to time, or by such other means as may be agreed.
4 Title, Distributions and Voting
- 4.1 [Passing of title] The Parties shaH execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- (a) any Securities borrowed pursuant to clause 2;
- (b) any Equivalent Securities redeJivered pursuant to clause 7;
- (c) any Collateral delivered pursuant to clause 6;
- (d) any Equivalent Collateral redelivered pursuant to clauses 6 or 7,
shall pass from one Party to the other, on delivery or redelivery of the same in accordance with this Agreement, free from all liens, charges, equities and encumbrances. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries, delivery and transfer of title shall take place in accordance with the rules and procedures ofsuch system as in force from time to time.
4.2 [Distributions]
- (a) [Cash distributions] Unless otherwise agreed, where Income is paid in relation to any Securities on or by reference to an Income Payment Date on which such Securities are the subject of a loan under this Agreement, the Borrower shall, on the date ofthe payment ofsuch Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Date") pay and deliver a sum of money equivalent to the same to the Lender, irrespective of whether the Borrower received the same.
- (b) [Non-cash distributions] Subject to paragraph (c) (unless otherwise agreed), where, in respect of any borrowed Securities or any Collateral, any rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such Securities or Collateral,
become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then the Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise of the right or option, give written notice to the other Party that, on redelivery of Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such fonn as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
- (c) [Tax Act ss 26BC(3)(c)(ii) and (v) requirements] Notwithstanding paragraph (b), where, in respect of any Borrowed Securities or any Collateral, the relevant issuer company, trustee, government or government authority issues any right or option in respect of the Borrowed Securities or Collateral, as the case may be, the Borrower or the Lender, respectively, must deliver or make, as the case may be, to the other Party on the date of such issue or on such other date as the Parties may from time to time agree:
- (i) the right, or option; or
- (ii) an identical right or option; or
- (iii) a payment equal to the value to the Lender or the Borrower, respectively, ofthe right or option;
together with any such endorsements or assignments as shall be customary and appropriate.
- (d) [Manner of payment] Any payment to be made by the Borrower under this clause shall be made in a manner to be agreed between the Parties.
- 4.3 [Voting] Unless paragraph 4 in Schedule 1 specifies that this clause 4.3 does not apply, each Party undertakes that, where it holds Securities of the same description as any Securities borrowed by it or transferred to it by way of Collateral at a time when a right to vote arises in respect of such Securities, it will use its best endeavours to arrange for the voting rights attached to such Securities to be exercised in accordance with the instructions ofthe Lender or Borrower (as the case may be) provided always that each Party shall use its best endeavours to notify the other of its instructions in writing no later than seven Business Days prior to the date upon which such votes are exercisable, or as otherwise agreed between the Parties, and that the Party concerned shall not be obliged so to exercise the votes in respect of the number of Securities greater than the number so lent or transferred to it. For the avoidance of doubt, the Parties agree that, subject as hereinbefore provided, any voting rights attaching to the relevant Securities, Equivalent Securities, Collateral and/or Equivalent Collateral shall be exercisable by the persons in whose name they are registered, or in the case of Securities, Equivalent Securities, collateral and/or Equivalent Collateral in bearer fonn by the persons by or on behalf of whom they are held, and not necessarily by the Borrower or the Lender (as the case may be).
5 Fees
5.1 [Fees] In respect of each loan ofSecurities:
- (a) for which the Collateral is cash:
- (i) the Lender must pay a fee to the Borrower in respect of the amount of that Collateral, calculated at the rate agreed between them; and
- (ii) unless the Panies otherwise agree, the Borrower is not obliged to pay a fee to the Lender;
- (b) for which there is no Cash Collateral, the Borrower must pay a fee to the Lender, calculated at the rate agreed between them.
- 5.2 [Where there are different types of Collateral] Where the Collateral comprises only partly cash, clause 5.1 is to be construed as if there were separate loans of Securities, one secured solely by Cash Collateral and the other secured solely by non-cash Collateral.
- 5.3 [Calculation of fees] In respect of each loan of Securities, the payments referred to in clause 5.1 of this clause shall accrue daily in respect of the period commencing on and inclusive of the Settlement Day and terminating on and exclusive of the Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by the Borrower to the Lender or to the Borrower by the Lender (as the case may be) not later than the Business Day which is one week after the last Business Day of the calendar month to which such payment relate or such other date as the Parties from time to time agree. Any payment made pursuant to clause 5.1 shall be in Australian currency, unless otherwise agreed, and shall be paid in such manner and at such place as shall be agreed between the Parties.
6 Collateral
- 6.1 [Borrower's obligation to provide Collateral] Unless otherwise agreed, subject to the other provisions ofthis clause 6, the Borrower undertakes to deliver to or deposit with the Lender (or in accordance with the Lender's instructions) Collateral of the kind specified in the relevant Borrowing Request or as otherwise agreed between the Parties (together with appropriate instruments of transfer duly stamped (where necessary) and such other instruments as may be requisite to vest title thereto in the Lender) simultaneously with delivery ofthe Borrowed Securities by the Lender.
- 6.2 [Global margining]
- (a) [Adjustments to Collateral] Unless otherwise agreed between the Parties, subject to paragraph (b), clause 6.4 and paragraph 1.5 in Schedule 1:
- (i) The aggregate Value of the Collateral delivered to or deposited with the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under paragraph (ii) below (as the case may be» in respect of all loans of Securities outstanding under this Agreement ("Posted Collateral") shall from day to day and at
any time be at least the aggregate of the Required Collateral Values in respect ofsuch loans.
- (ii) Ifat any time the aggregate Value ofthe Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate ofthe Required Collateral Values in respect ofsuch loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess.
- (iii) Ifat any time the aggregate Value ofthe Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such loans. the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
- (b) [Netting of Collateral obligations where a Party is both Lender and Borrower) Unless otherwise agreed between the Parties, subject to clause 6.4 and paragraph 1.5 in Schedule I, where paragraph (a) applies, if a Party (the "first Party") would, but for this paragraph, be required under paragraph (a) to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral in circumstances where the other Party (the "second Party") would, but for this paragraph, also be required to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral under paragraph (a), then the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the first Party ("X") shall be set-off against the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the second Party ("Y") and the only obligation of the Parties under paragraph (a) shall be, where X exceeds Y, an obligation of the first Party, or where Y exceed X, an obligation of the second Party. (on demand) to repay Cash Collateral, redeliver Equivalent Collateral or deliver further Collateral having a Value equal to the difference between X and Y.
- 6.3 [Required Collateral Value] For the purposes of clause 6.2(a), the Value of the Posted Collateral to be delivered or deposited in respect of any loan of Securities, while the loan ofSecurities continues, shall be equal to the aggregate ofthe Value of the borrowed Securities and the Margin applicable thereto (the "Required Collateral Value").
- 6.4 [Time for payment/repayment of Collateral] Except as provided in clause 6.1 or clause 6.6, where any Cash Collateral is to be repaid, Equivalent Collateral is to be redelivered or further Collateral is to be provided under this clause 6, it shall be paid or delivered as stated in paragraph 1.4 in Schedule I.
- 6.5 [Substitution of Alternative Collateral] The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Equivalent Collateral prior to the date on which the same would otherwise have been repayable or redeliverable, provided that, at the time of such repayment or redelivery, the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender.
6.6 [Return of CollaterallEquivalent Collateral on redelivery of Equivalent Securities]
- (a) Cash Collateral shall be repaid and Equivalent Collateral shall be redelivered at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered.
- (b) Where Collateral is provided through a book entry transfer system (such as Austraclear or RITS), the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which Collateral was provided has not been discharged when the Equivalent Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall, until the loan of Securities is discharged or further Col1ateral is provided, be deemed to constitute an obligation to pay Cash Collateral.
- 6.7 [Receipt by Lender of Income on Collateral] Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable and an Income Payment Date in respect of that Collateral occurs prior to the redelivery of Equivalent Collateral, then, unless such Income is paid directly to the Borrower, the Lender shall, on the date on which such Income is paid or on such other date as the Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower.
- 6.8 [Borrower's rights re Collateral are not assignable] The Borrower may not assign, transfer or otherwise dispose of, or mortgage, charge or otherwise encumber, or otherwise deal with its rights in respect of any Collateral without the prior written consent ofthe Lender.
- 6.9 [Lender may set off obligation to repay or return Equivalent Collateral] If the Borrower fails to comply with its obligation to redeliver Equivalent Securities, the obligation of the Lender in respect of any Collateral may be the subject of a set-off in accordance with clause 8.
- 6.10 [Collateral provided to Lender's Nominee] Without limiting clause 1.8, where Collateral is provided to the Lender's nominee, any obligation under this Agreement to repay or redeliver or otherwise account for Equivalent Collateral shall be an obligation ofthe Lender, notwithstanding that any such repayment or redelivery may be effected in any particular case by the nominee.
7 Redelivery of Equivalent Securities
- 7.1 [Borrower's obligation to redeliver Equivalent Securities} The Borrower undertakes to redeliver Equivalent Securities in accordance with this Agreement and the terms ofthe relevant Borrowing Request.
- 7.2 [Lender may call for early redelivery of Equivalent Securities} Subject to clause 8 and the terms of the relevant Borrowing Request, the Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent
Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall as hereinafter provided redeliver such Equivalent Securities not later than the expiry ofsuch notice in accordance with the Lender's instructions.
- 7.3 [Lender may terminate loan if Borrower defaults] If the Borrower does not redeliver Equivalent Securities in accordance with such call, the Lender may elect to continue the loan of Securities ; provided that, if the Lender does not elect to continue the loan, the Lender may by written notice to the Borrower elect to terminate the relevant loan. Upon the expiry ofsuch notice the provisions of clauses 8.2 to 8.5 shall apply as if upon the expiry of such notice an Event of Default had occurred in relation to the Borrower (who shall thus be the Defaulting Party for the purposes of this Agreement) and as if the relevant loan were the only loan outstanding.
- 7.4 [Consequence of exercise of "buy-in" against Lender, as a result of Borrower default] In the event that, as a result of the failure of the Borrower to redeliver Equivalent Securities to the Lender in accordance with this Agreement, a "buy-in" is exercised against the Lender, then, provided that reasonable notice has been given to the Borrower of the likelihood ofsuch a "buy-in", the Borrower shall account to the Lender for the total costs and expenses reasonably incurred by the Lender as a result ofsuch "buy-in".
- 7.5 [Right of Borrower to terminate loan early] Subject to the tenus of the relevant Borrowing Request, the Borrower shall be entitled at any time to tenninate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
8 Set·off etc.
- 8.1 [Requirement for simultaneous delivery] On the date and time that Equivalent Securities are required to be redelivered by the Borrower in accordance with the provisions of this Agreement the Lender shall simultaneously redeliver the Equivalent ColJateral and repay any Cash Collateral held (in respect of the Equivalent Securities to be redelivered) to the Borrower. Neither Party shall be obliged to make delivery (or make a payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it simultaneously. If it is not so satisfied (whether because an Event of Default has occurred in respect ofthe other Party or otherwise), it shall notifY the other Party and, unless that other Party has made arrangements which are sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perfonn its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.
-
8.2 [Netting following occurrence of Event of Default] If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require perfonnance thereof at the time such Event of Default occurs (the date of which shall be the "Performance Date" for the purposes ofthis clause), and in such event:
-
(a) the Relevant Value ofthe Securities to be delivered (or payment to be made, as the case may be) by each Party shall be established in accordance with clause 8.3; and
- (b) on the basis of the Relevant Values so established. an account shall be taken (as at the Perfonnance Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the sums due from one Party shall be setoff against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Perfonnance Date.
- 8.3 [Relevant Value] Forthe purposes of clause 8.2 the Relevant Value:
- (a) of any cash payment obligation shall equal its par value (disregarding any amount taken into account under (b) or (c) below);
- (b) of any Securities to be delivered by the Defaulting Party shall. subject to clause 8A(b) and (c) below, equal the Offer Value thereof; and
- (c) of any Securities to be delivered to the Defaulting Party shall. subject to clause 8.4(b) and (e) below, equal the Bid Value thereof.
8.4 [Bid Value/Offer Value]
- (a) For the purposes of clause 8.3. but subject to (b) and (c) below, the Bid Value and Offer Value of any Securities shall be calculated as at the Close of Business in the most appropriate market for Securities of the relevant description (as detennined by the Non·Defaulting Party) on the first Business Day following the Perfonnance Date, or, if the relevant Event of Default occurs outside the nonnal business hours of such market, on the second Business Day following the Perfonnance Date (the "Default Valuation Time").
- (b) Where the Non-Defaulting Party has, following the occurrence of an Event of Default but prior to the Default Valuation Time, purchased Securities fonning part ofthe same issue and being of an identical type and description to those to be delivered by the Defaulting Party and in substantially the same amount as those Securities or sold Securities forming part of the same issue and being of an identical type and description to those to be delivered by him to the Defaulting Party and in substantially the same amount as those Securities. the cost ofsuch purchase or the proceeds ofsuch sale, as the case may be, (taking into account all reasonable costs, fees and expenses that would be incurred in connection therewith) shall be treated as the Offer Value or Bid Value, as the case may be, of the relevant Securities for the purposes ofthis clause 8.
-
(c) Where the amount of any Securities sold or purchased as mentioned in (b) above is not in substantially the same amount as those Securities to be valued for the purposes of clause 8.3, the Offer Value or the Bid Value (as the case may be) ofthose Securities shall be ascertained by:
-
(i) dividing the net proceeds of sale or cost of purchase by the amount of the Securities sold or purchased so as to obtain a net unit price; and
- (ii) multiplying that net unit price by the amount of the Securities to be valued.
- 8.5 [Interpretation: "Securities"] Any reference in this clause 8 to Securities shall include any asset other than cash provided by way ofCollateral.
- 8.6 [Interpretation: "Event of Default"] Ifthe Borrower or the Lender for any reason fails to comply with its respective obligations under clause 6.6 in respect of the redelivery of Equivalent Collateral or the repayment of Cash Collateral, such failure shall be an Event of Default for the purposes of this clause 8, and the person failing to comply shall thus be the Defaulting Party.
- 8.7 [Waiver of right to require simultaneous delivery] Subject to and without prejudice to its rights under clause 8.1, either Party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities, Collateral and cash transfers waive its right under this Agreement in respect of simultaneous delivery and/or payment; provided that no such waiver in respect of one transaction shall bind it in respect of any other transaction.
9 Stamp duty, taxes etc and loss of tax benefits
- 9.1 [Stamp duty etc] The Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes, and any loan security or other stamp duties, (if any) chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified the Lender against any liability arising in respect thereof as a result of the Borrower's failure to do so.
- 9.2 [Borrower to give Transfer of Dividend Statement to Lender re franked dividends] If:
- (a) an Income Payment Date occurs during an Income Detennination Period In relation to a particular loan of Securities;
- (b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received a Franked Dividend in respect of those Securities;
- (c) the Agreement or the relevant Confinnation states that the Lender IS an Australian Taxpayer;
- (d) the failure of the Lender to receive a Franked Dividend is not due to any unreasonable act or omission by or on behalf ofthe Lender; and
- (e) neither item 7 in Schedule I nor the relevant Confinnation states that the Lender is not entitled to compensation for the loss of franking credits/rebates;
then:
- (f) the Borrower must either:
- (i) as soon as practicable. and in any event within [10 Business Days] after the relevant Income Payment Date. give to the Lender a Transfer of Dividend Statement in respect ofthose Securities (which the Borrower is to be taken as having warranted is correct in all material respects and is effective for the purposes of Division 6A of Part IIlAA ofthe Tax Act); or
- (ii) on the [10th Business Day] after the relevant Income Payment Date pay to the Lender an amount equal to the franking credit referable to the Franked Dividend.
- 9.3 [Borrower to compensate corporate Lender for loss of intercorporate dividend rebate re unfranked dividends] If:
- (a) an Income Payment Date occurs during an Income Determination Period In relation to a particular loan of Securities;
- (b) had the Lender been the holder of those Securities on the relevant Income Payment Date. it would have received an Unfranked Dividend in respect of those Securities;
- (c) the Agreement or the relevant Confirmation states the Lender is entitled to compensation for the loss of the intercorporate dividend rebate under the Tax Act;
- (d) the failure of the Lender to qualify for that rebate is not due to any unreasonable act or omission by or on behalf ofthe Lender; and
- (e) neither item 8 of the Agreement nor the relevant Confirmation states that the Lender is not entitled to compensation for the loss ofthat rebate;
then the Borrower must pay to the Lender an amount calculated as follows:
$$
\mathbf{P} = \underline{\mathbf{D}\mathbf{T}} \underline{\mathbf{I} - \mathbf{T}}
$$
Where:
P = the amount payable;
- D = the amount ofthe Unfranked Dividend; and
- T = the rate of income tax, expressed as a decimal. determined under the Tax Act at the relevant Income Payment Date as that payable in respect of the taxable income of a company (other than a private company. a company in the capacity of a trustee or a non-profit company that is a friendly society dispensary).
-
9.4 ,"Notifiable consideration" (or the purposes ofs26BC(3)(d) of the Tax Act] For the purposes of section 26BC(3Xd) of the Tax Act, the notifiable consideration in respect of any loan of Securities is dissected as follows:
-
(a) a fee see clause 5.1(as applicable); and
- (b) other consideration see clauses 4.2, 6 and 9 and the definition of "Equivalent Securities" in clause 26.
10 Lender's warranties
[Lender's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Lender:
- (a) it is duly authorised and empowered to perfonn its duties and obligations under this Agreement;
- (b) it is not restricted under the tenns of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise perfonning its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it under this Agreement to the Borrower free from all liens, charges, equities and encumbrances; and
- (d) where paragraph 3 in Schedule I specifies that this clause 10(d) applies, it is not resident in Australia for the purposes ofthe Tax Act and either:
- (i) does not have a branch or other pennanent establishment in Australia for the purposes of the Tax Act or of any applicable double tax agreement between Australia and its country oftax residence; or
- (ii) if it does have such a branch or other pennanent establishment in Australia, that the loan is not entered into in the course of carrying on business through such branch or pennanent establishment.
11 Borrower's warranties
[Borrower's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Borrower:
- (a) it has all necessary licences and approvals, and is duly authorised and empowered, to perfonn its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
- (b) it is not restricted under the tenns of its constitution or in any other manner from borrowing Securities in accordance with this Agreement or from otherwise perfonning its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Collateral provided by it under this Agreement to the Lender free from all liens, charges, equities and encumbrances; and
(d) it is acting as principal in respect ofthis Agreement.
12 Events of Default
- 12.1 [Events of Default] Each of the following events occurring in relation to either Party (the "Defaulting Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose of clause 8:
- (a) the Borrower or Lender failing to payor repay Cash Collateral or deliver or redeliver Collateral or Equivalent Collateral upon the due date, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (b) the Lender or Borrower failing to comply with its obligations under clause 6, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (c) the Borrower failing to comply with clause 4.2, clause 9.2 or clause 9.3 and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (d) an Act of Insolvency occurring with respect to the Lender or the Borrower and (except in the case of an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the Non-Defaulting Party serves written notice on the Defaulting Party;
- (e) any representations or warranties made by the Lender or the Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (t) the Lender or the Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations hereunder and/or in respect of any loan hereunder, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (g) the Lender (if appropriate) or the Borrower being declared in default by the appropriate authority under the Rules or being suspended or expelled from membership of or participation in any securities exchange or association or other self-regulatory organisation, or suspended from dealing in securities by any government agency, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (h) any of the assets of the Lender or the Borrower or the assets of investors held by or to the order of the Lender or the Borrower being ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the Non-Defaulting Party serves written notice on the Defaulting Party, or
- (i) the Lender or the Borrower failing to perform any other of its obligations hereunder and not remedying such failure within 30 days after the Non-Defaulting Party serves written notice requiring it to remedy such failure, and the Non-Defaulting Party serves a further written notice on the Defaulting Party.
12.2 [Obligation of each Party to notify its Event of Default] Each Party shall notify the other ifan Event ofDefault occurs in relation to it.
13 Outstanding payments
[Default interest] In the event of either Party failing to remit sums in accordance with this Agreement, such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency at a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it in good faith) if it were to fund or of funding the relevant amount, plus 2% (or other agreed percentage) per annum.
14 Transactions entered into as agent
- 14.1 [Agency Transactions] Subject to the following prOVISIons of this clause, the Lender may enter into loans as agent (in such capacity, the "Agent") for a third person (a "Principal"), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an "Agency Transaction").
- 14.2 [Conditions for Agency Transactions] A Lender may enter into an Agency Transaction if, but only if:
- (a) it specifies that loan as an Agency Transaction at the time when it enters into it;
- (b) it enters into that loan on behalf of a single Principal whose identity is disclosed to the Borrower (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) at the time when it enters into the loan; and
- (c) it has at the time when the loan is entered into actual authority to enter into the loan and to perfonn on behalf of that Principal all of that Principal's obligations under the agreement referred to in clause l4.4(b) below.
- 14.3 [Undertakings by Lender] The Lender undertakes that, ifit enters as agent into an Agency Transaction, forthwith upon becoming aware:
- (a) of any event which constitutes an Act of Insolvency with respect to the relevant Principal; or
- (b) of any breach of any of the warranties given in clause 14.5 below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts,
it will infonn the Borrower of that fact and will, if so required by the Borrower, furnish it with such additional infonnation as it may reasonably request.
14.4 (Consequences of Agency Transaction]
- (a) Each Agency Transaction shall be a transaction between the relevant Principal and the Borrower and no person other than the relevant Principal and the Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, the Lender shall not be liable as principal for the perfonnance of an Agency Transaction or for breach of any warranty contained in clause 10(d) ofthis Agreement, but this is without prejudice to any liability of the Lender under any other provision ofthis clause.
- (b) All the provisions of the Agreement shall apply separately as between the Borrower and each Principal for whom the Agent has entered into an Agency Transaction or Agency Transactions as if each such Principal were a party to a separate agreement with the Borrower in all respects identical with this Agreement other than this paragraph and as if the Principal were Lender in respect ofthat agreement; provided that:
- (i) if there occurs in relation to the Agent an Event or Default or an event which would constitute an Event of Default if the Borrower served wrinen notice under any paragraph of clause 12, the Borrower shall be entitled by giving wrinen notice to the Principal (which notice shall be validly given to the Lender in accordance with clause 20) to declare that, by reason of that event, an Event of Default is to be treated as occurring in relation to the Principal. If the Borrower gives such a notice, then an Event of Default shall be treated as occurring in relation to the Principal at the time when the notice is deemed to be given; and
- (ii) if the Principal is neither incorporated nor has established a place of business in Australia, the Principal shall for the purposes of the agreement referred to in the preamble in this paragraph (b) be deemed to have appointed as its agent to receive on its behalf service of process in the courts of Australia the Agent. or, if the Agent is neither incorporated nor has established a place of business in Australia, the person appointed by the Agent for the purposes of this Agreement, or such other person as the Principal may from time to time specify in a written notice given to the other party.
- (c) The foregoing provisions of this clause do not affect the operation of the Agreement as between the Borrower and the Lender in respect of any transactions into which the Lender may enter on its own account as principal.
- 14.5 (Warranty by Lender] The Lender warrants to the Borrower that it will, on every occasion on which it enters or purposes to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that loan and perfonn the obligations arising thereunder on behalf of the person whom it specifies as the Principal in respect ofthat transaction and to perfonn on behalf ofthat person all the obligations ofthat person under the agreement referred to in clause 14.4(b).
15 Termination of course of dealings by notice
Each Party shall have the right to bring the course of dealing contemplated under this Agreement to an end by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination), subject to an obligation to ensure that all loans and which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement and with the Rules (if applicable).
16 No reliance or tax or accounting representations by other Party
Each Party acknowledges, represents and warrants to the other that, except as expressly stated in this Agreement or any Confinnation:
- (a) it has not relied on any advice, statement, representation or conduct of any kind by or on behalf of the other Party in relation to any tax (including stamp duty) or accounting issues concerning this Agreement or any transactions effected under it; and
- (b) it has made its own determination as to the tax (including stamp duty) and accounting consequences and treatment of any transaction effected under this Agreement, including (without limitation) of any moneys paid or received or any property transferred or received in connection with any such transaction.
17 Observance of procedures
Each of the Parties hereto agrees that, in taking any action that may be required in accordance with this Agreement, it shall observe strictly the procedures and timetable applied by the Rules (if and to the extent applicable) and, further, shall observe strictly any agreement (oral or otherwise) as to the time for delivery or redelivery of any money, Securities, Equivalent Securities, Collateral or Equivalent Collateral entered into pursuant to this Agreement.
18 Severance
If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, the intention of the Parties with respect to that severed provision.
19 Specific performance
Each Party agrees that, in relation to legal proceedings, it will not seek specific performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral, but without prejudice to any other rights it may have.
20 Notices
20.1 [Effectiveness) Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under clause 12 or clause 15 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see paragraph 6 in Schedule I) and will be deemed effective as indicated:
- (a) if in writing and delivered in person or by courier, on the date it is delivered;
- (b) ifsent by telex, on the date the recipient's answerback is received;
- (c) ifsent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible fonn (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);
- (d) if sent by certified or registered mail (ainnail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
- (e) if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.
20.2 (Change of Address] Either party may by notice to the other change the address, telex or facsimile number or electronic massaging system details at which notices or other communications are to be given to it.
21 Assignment
Neither Party may assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent ofthe other Party.
22 Non-Waiver
No failure or delay by either Party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as provided in this Agreement.
23 Time
Time shall be ofthe essence ofthe Agreement.
24 Recording
The Parties agree that each may electronically record all telephonic conversations between them.
25 Miscellaneous
- 25.1 [Entire Agreement] This Agreement constitutes the entire agreement and understanding ofthe Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
- 25.2 [Amendments) No amendment in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each ofthe Parties or confirmed by an exchange oftelexes or electronic messages on an electronic messaging system.
- 25.3 [Survival of Obligationsl The obligations ofthe Parties under this Agreement will survive the termination of any transaction.
- 25.4 (Remedies Cumulative] Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive or any rights, powers, remedies and privileges provided by law.
- 25.5 (Counterparts) This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
- 25.6 [Expenses] A defaulting Party will, on demand, indemnify and hold harmless the other Party for and against aU reasonable out-of-pocket expenses, including legal fees and stamp duty, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement or by reason of the early termination of any transaction, including, but not limited to, costs of collection.
26 Definitions
In this Agreement:
Act of InSOlvency means in relation to either Party:
- (a) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors; or
- (b) its admitting in writing that it is unable to pay its debts as they become due; or
- (c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
- (d) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the
bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute. law or regulation, such petition (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or
- (e) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or
- (f) the convening of any meeting of its creditors for the purpose of considering a compromise or arrangement within Part 5.1 of the Corporations Law of Australia (or any analogous proceeding).
In this definition:
- (g) "liquidator" shall be deemed to include a "provisional liquidator";
- (h) "receiver" shall be deemed to include a "receiver and manager";
- (i) "administrator" shall be deemed to include an "official manager";
- G) "arrangement" shall be deemed to include a "scheme of arrangement"; and
- (k) "creditors" shall be deemed to include "any class of creditors".
Agent has the meaning given in clause 14.
Alternative Collateral means Collateral of a Value equal to the Collateral delivered pursuant to clause 6 and provided by way of substitution for Collateral originally delivered or previously substituted in accordance with the provisions of clause 6.5.
Australian Taxpayer means any person other than:
- (a) a Party who is not a resident of Australia for the purposes of the Tax Act (whether that Party is acting as a trustee, nominee or agent or in some other capacity) at the time a Franked Dividend is paid; or
- (b) a Party who is acting in the capacity of trustee. nominee or agent for a person who is not a resident of Australia for the purposes of the Tax Act at the time a Franked Dividend is paid.
Bankers Acceptances has the meaning given in paragraph I.I(d) in Schedule 1.
Base Currency has the meaning given in paragraph 2 in Schedule 1.
Bid Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available bid price thereof on the most appropriate market in a standard size.
Bid Value, subject to clause 8.5, means:
- (a) in relation to Equivalent Collateral at a particular time:
- (i) in relation to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1;
- (ii) in relation to all other types of Collateral (more specificalJy referred to in paragraph 1.1 in Schedule 1), the amount which would be received on a sale ofsuch Collateral at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection with selling or otherwise realising such Equivalent Collateral, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts paid to the Lender and in respect of which equivalent amounts have not been paid to the Borrower in accordance with clause 6.7 prior to such time in respect of such Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect thereof; and
- (b) in relation to Equivalent Securities at a particular time, the amount which would be received on a sale of such Equivalent Securities at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.
Borrower, in relation to a particular loan of Securities, means the Borrower as referred to in Recital A ofthis Agreement.
Borrowing Request means a request made in writing (an example of which comprises Schedule 2 to this Agreement) by the Borrower to the Lender pursuant to clause 2.1 specifying, as necessary:
- (a) the description, title and amount of the Securities required by the Borrower;
- (b) the description (if other than Australian currency) and amount of any Collateral to be provided;
- (c) the proposed Settlement Date;
- (d) the duration ofsuch loan (if other than indefinite);
- (e) the mode and place of delivery, which shaH, where relevant, include the bank, agent, clearing or settlement system and account to which delivery ofthe Securities and any Collateral is to be made;
- (f) the Margin in respect of the transaction (if different from that stated in Schedule I or Schedule 3, as appropriate); and
(g) the Fee.
Business Day means a day on which banks and securities markets are open for business generally in each place stated in paragraph 5 in Schedule I and, in relation to the delivery or redelivery of any of the following in relation to any loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral (including Cash Collateral) or Equivalent Collateral are to be delivered.
Cash Collateral means Collateral that takes the fonn of a deposit of currency.
Close of Business means:
- (a) in relation to any borrowing of Securities or redelivery of Equivalent Securities under this agreement, the final time on a Business Day at which settlement of the transfer of those Securities can take place in the Stock Exchange in order to constitute good delivery on that day; and
- (b) in relation to the prOVISIon of Collateral or return of Equivalent Collateral or the making of any other payment under this agreement, the time at which trading banks close for general banking business in the place in which payment is to be made or Collateral or Equivalent Collateral is to be delivered or redelivered.
Collateral means such securities or financial instruments or deposits of currency as are referred to in paragraph 1. I in Schedule I or any combination thereof which are delivered by the Borrower to the Lender in accordance with this Agreement and includes the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate), and includes Alternative Collateral.
Confirmation means the Borrowing Request, as it may be amended pursuant to clause 2.2., or other confinning evidence exchanged between the Parties continning the tenns of a transaction.
Defaulting Party has the meaning given in clause 12.
Dividend means a dividend within the meaning of the definition of that tenn in section 6(1) (as affected by sections 6(4) and 6(5)) ofthe Tax Act.
Equivalent Collateral or Collateral equivalent to, in relation to any Collateral provided under this Agreement, means securities, cash or other property, as the case may be, of an identical type, nominal value, description and amount to particular Collateral so provided and shall include the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate). If and to the extent that such Collateral consists of securities that are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:
- (a) in the case of conversion, subdivision or consolidation the securities into which the relevant Collateral has been converted. subdivided or consolidated provided that, if appropriate, notice has been given in accordance with clause 4.2(b);
- (b) in the case of redemption, a sum of money equivalent to the proceeds ofthe redemption;
- (c) in the case of a takeover, a sum of money or securities. being the consideration or alternative consideration of which the Borrower has given notice to the Lender in accordance with clause 4.2(b);
- (d) in the case of a call on partly paid securities, the paid-up securities provided that the Borrower shall have paid to the Lender an amount ofmoney equal to the sum due in respect ofthe call;
- (e) in the case of a capitalisation issue, the relevant Collateral together with the securities alloned by way of a bonus thereon;
- (f) in the case of a rights issue. the relevant Collateral together with the securities alloned thereon, provided that the Borrower has given notice to the Lender in accordance with clause 4.2(b), and has paid to the Lender all and any sums due in respect thereof;
- (g) in the event that a payment or delivery of Income is made of the relevant Collateral in the form ofsecurities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form ofsecurities or a certificate which may at a future date be exchanged for securities, notice has been given to the Lender in accordance with clause 4.2(b) the relevant Collateral together with securities or a certificate equivalent to those allotted; and
- (h) in the case of any event similar to any of the foregoing, the relevant Collateral together with or replaced by a sum of money or securities equivalent to that received in respect of such Collateral resulting from such event.
For the avoidance of doubt, in the case of Bankers' Acceptances (Collateral type Cd)), Equivalent Collateral must bear dates, acceptances and endorsements (if any) by the same entitles as the bill to which it is intended to be equivalent and, for the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).
Equivalent Securities means securities of an identical type, nominal value, description and amount to particular Securities borrowed and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (if appropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided, consolidated, redeemed. made the subject of a takeover, capitalisation issue,
rights issue or event similar to any of the foregoing, the expression shall have the following meaning:
- (a) in the case of conversion, subdivision or consolidation the securities into which the borrowed Securities have been converted, subdivided or consolidated provided that if appropriate, notice has been given In accordance with clause 4.2(b);
- (b) in the case of redemption, a sum of money equivalent to the proceeds ofthe redemption;
- (c) in the case of a takeover, a sum of money or securities, being the consideration or altemative consideration of which the Lender has given notice to the Borrower in accordance with clause 4.2(b);
- (d) in the case of a call on partly paid securities, the paid-up securities provided that the Lender shall have paid to the Borrower an amount ofmoney equal to the sum due in respect ofthe call;
- (e) in the case of a capitalisation issue, the borrowed Securities together with the securities allotted by way of a bonus thereon;
- (f) in the case of a rights issue, the borrowed Securities together with the securities allotted thereon, provided that the Lender has given notice to the Borrower in accordance with clause 4.2(b), and has paid to the Borrower all and any sums due in respect thereof;
- (g) in the event that a payment or delivery of Income is made in respect of the borrowed Securities in the fonn ofsecurities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the fonn of securities or a certificate which may at a future date be exchanged for securities, notice has been given to the Borrower in accordance with clause 4.2(b) the borrowed Securities together with securities or a certificate equivalent to those allotted; and
- (h) in the case of any event similar to any of the foregoing, the borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such borrowed Securities resulting from such event.
For the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such tenn shall include the certificate and other documents of or evidencing title and transfer in respect ofthe foregoing (as appropriate).
Event of Default has the meaning given in clause 12.
Fee, in respect of a transaction, means the fee payable by one Party to the other in respect ofthat transaction under clause 5.
Franked Dividend means a Dividend the whole or part of which is taken to have been franked in accordance with section l60AQF ofthe Tax Act.
Income means any dividends, interest or other distributions of any kind whatsoever with respect to any Securities or Collateral.
Income Determination Period, in relation to a particular loan of Securities, means:
- (a) in relation to the Securities, the period commencing when the Securities cease to be registered in the name of the Lender (or the relevant transferor) upon or before delivery of those Securities under clause 3 and ending when Equivalent Securities are registered in the name of the Lender (or the relevant transferee) upon or following redelivery ofthose Equivalent Securities under clause 7.1; and
- (b) in relation to Collateral (other than Cash Collateral), the period commencing when the Collateral ceases to be registered in the name of the Borrower (or the relevant transferor) upon or before delivery of that Collateral under clause 6.1 and ending when Equivalent Collateral is registered in the name of the Borrower (or the relevant transferee) upon or following redelivery ofthat Equivalent Collateral under clause 6.6.
Income Payment Date, in relation to any Securities or Collateral, means the date on which Income is paid in respect of such Securities or Collateral, or, in the case of registered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income.
Lender, in relation to a particular loan of Securities, means the Lender as referred to in Recital A ofthis Agreement.
Margin has the meaning in paragraph 1.3 in Schedule 1.
Nominee means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent Collateral on its behalf whose appointment has been notified to the other Party.
Non-Defaulting Party has the meaning given in clause 12.
Offer Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available otTer price thereof on the most appropriate market in a standard size.
Offer Value, subject to clause 8.5, means:
- (a) in relation to Collateral equivalent to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I). the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1; and
- (b) in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral (more specifically referred to in paragraph 1.1 in Schedule 1). the amount it would cost to buy such Equivalent
Securities or Equivalent Collateral at the OtTer Price thereof at such time plus all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.
paid, in relation to a Dividend, includes credited, distributed or issued and like terms are to be construed accordingly.
Parties means the Lender and the Borrower and Party shall be construed accordingly.
Performance Date has the meaning given in clause 8.
Posted Collateral has the meaning given in clause 6.2(a)(i).
Principal has the meaning given in clause 14.
Reference Price means:
- (a) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to type (g) (more specifically referred to in paragraph 1.1 in Schedule 1), such price as is equal to the mid market quotation of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a reputable pricing information service (such as the services provided by SEATS or Reuters) reasonably chosen in good faith by the Lender or if unavailable the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by the Lender, in each case at Close of Business on the previous Business Day; and
- (b) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to Collateral types (b)-(f) (more specifically referred to in paragraph 1.1 in Schedule 1), the market value thereof as derived from the prices or rates bid by a market maker or reputable dealer for the relevant instrument reasonably chosen by the Lender in good faith or, in the absence ofsuch a bid, the average of the rates bid by two leading market makers reasonably chosen in good faith by the Lender in each case at Close of Business on the previous Business Day.
Relevant Payment Date has the meaning given in clause 4.2(a).
Required Collateral Value has the meaning given in clause 6.3.
Rules means the rules for the time being of the Stock Exchange (where either Party is a member of the Stock Exchange) and/or any other regulatory authority whose rules and regulations shall from time to time affect the activities of the Parties pursuant to this Agreement (provided that in an Event of Default, where either Party is a member of the Stock Exchange, the Rules and Regulations ofthe Stock Exchange shall prevail).
Securities means "eligible securities" within the meaning of section 26BC(I) of the Tax Act which the Borrower is entitled to borrow from the Lender in accordance with the Rules and which are the subject of a loan pursuant to this Agreement and such term shall include the certificates or other documents oftitle (ifany) in respect ofthe foregoing.
Settlement Date means the date upon which Securities are or are to be transferred to the Borrower in accordance with this Agreement.
Standard Settlement Time, in relation to Australian Securities, means T + 5 Australian business days on which the Australian Stock Exchange Limited is open for trading, or such lesser time in which transactions in Australia in listed securities are customarily required to be settled.
Stock Exchange means the Australian Stock Exchange Limited.
Tax Act means the Income Tax Assessment Act 1936 (Commonwealth of Australia).
Transfer of Dividend Statement, in relation to Dividends, means a properly completed document in the form, or substantially in the form, of Appendix 6.26 to the Rules or a properly completed statement in another approved form within the meaning of the definition of that term in section 160APA ofthe Tax Act.
Unfranked Dividend means a Dividend no part of which has been franked in accordance with the Tax Act.
Value at any particular time means, in relation to Securities and Equivalent Securities, the Reference Price thereof then current and in respect of Collateral and/or Equivalent Collateral such worth as determined in accordance with paragraph 1.2 in Schedule I.
27 Governing Law and Jurisdiction
- 27.1 [Governing law] This Agreement is governed by, and shall be construed in accordance with, the law in force in New South Wales, Australia.
- 27.2 [Consent to juriSdiction] Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales in respect of any dispute in connection with this Agreement.
EXECUTED as an agreement
Schedule 1 •Particulars
1 COLLATERAL (see definition in clause 26, and also clause 6)
1.1 Types (see definition of"Collateral" in clause 26)
Collateral acceptable under this Agreement may include the following or otherwise, as agreed between the Parties from time to time, whether transferable by hand or within a depositary:
- <a) Cash;
- (b) Australian Government Inscribed Stock;
- (c) Australian, State or Territory Government stock, bonds or promissory notes (including those issued by any statutory corporation such as Treasury Corporation of New South Wales);
- (d) Bills of exchange accepted by any bank carrying on business in Australia ("Bankers Acceptances");
- (e) Promissory notes issued by any such bank;
- (I) Certificates of Deposit issued by any such bank;
- (g) Corporate bonds in registrable or bearer fonn;
- (h) Irrevocable Standby Letters of Credit issued or confinned by any such bank.
1.2 Valuation of Collateral (see definition of "Value" in clause 26 and clause 6.2)
Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:
- (a) in respect of Collateral type (a), the amount thereof in, or converted into, the Base Currency;
- (b) in respect of Collateral type (b), the value calculated by reference to the middle market price of each stock as detennined daily by the Reserve Bank of Australia, adjusted to include the accumulated interest thereon;
- (c) in respect ofCollateral types (c) to (g), the Reference Price thereof;
- (d) in respect ofCollateral type (h), the value specified therein.
1.3 Margin (see definition in clause 26 and clause 6.3)
The Value of any Collateral delivered, or to be delivered, pursuant to clause 6 by the Borrower to the Lender under the tenns and conditions of this Agreement shall on each Business Day represent not less than the Value of the borrowed Securities together with the following additional percentages, hereinbefore referred to as ("the Margin"), unless otherwise agreed between the Parties:
- (a) in the case ofCollateral type (a): 5%; or
- (b) in the case of Collateral types (b) to (f) and (h): 5% (except that, for Certificates of Deposit, the Margin shall be the accumulated interest thereon); or
- (c) in the case of Collateral type (g): 5%.
Ifthe Value ofthe borrowed Securities includes any margin over the mid market price of the borrowed Securities, this shall be taken into account in determining the Margin applicable.
1.4 Basis of Margin Maintenance (see clause 6.4)
Minimum period after demand for transferring Collateral or Equivalent Collateral:
- (a) Cash Collateral: within one Business Day;
- (b) Equivalent Collateral: not less than the Standard Settlement Time for such Collateral or the equivalent time on the exchange or clearing organisation through which the relevant Collateral is to be, or was originally, delivered;
- (c) Other Collateral (ie a Letter ofCredit): within two Business Days.
1.5 Minimum adjustments (see clauses 6.2(a)(ii) and (iii))
- (a) The Lender may not demand that further Collateral be provided by the Borrower if the aggregate deficiency calculated in accordance with clause 6.2 is less than the greater of:
- (i) \$5,000; and
- (ii) 2% ofthe Value ofthe Required Collateral Value.
- (b) The Borrower may not demand the return of Collateral provided to the Lender if the Borrower has committed an Event of Default in respect of any transaction or if the aggregate excess calculated in accordance with clause 6.2 is less than the greater of:
- (i) \$5,000; and
- (ii) 2% ofthe Required Collateral Value.
2 BASE CURRENCY (see definition in clause 26 and clause 1.6)
The Base Currency applicable to this Agreement is Australian Dollars.
3 LENDER'S WARRANTIES (see clause lOrd))
clause IO(d) shall apply to [# name of any Party which is not a resident of Australia and where any transaction is not entered into through any branch of that non-resident in Australia].
4 VOTING (see clause 4.3)
Clause 4.3 does/does not* apply.
5 PLACE OF BUSINESS (see definition of'tBusiness Day" in clause 26)
Sydney.
6 ADDRESS FOR NOTICES AND STATUS OF PARTIES (see clause 20.1)
6.1 Address for notices or communications to _
| Address: | ||
|---|---|---|
| Attention: | ||
| Facsimile No: |
||
| Telephone No: |
||
| Electronic Messaging System Details: |
||
| is/is | not Australian Taxpayer. >Ie an |
|
| Address for |
notices or communications to |
|
| Address: | ||
| which | Attention: | |
| Facsimile No: |
which is/is not >Ie an Australian Taxpayer.
7 COMPENSATION FOR LOSS OF FRANKING CREDITS/REBATES (see clause 9.2)
Is not required by
and
[INSERT NAME OF RELEVANT AUSTRALIAN TAXPAYER PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: There is no need to insert the name of any Party who is not an Australian Taxpayer, as such a party is not entitled to compensation in any event.]
8 COMPENSATION FOR LOSS OF INTERCORPORATE DIVIDEND REBATE (see $clause$ 9.3)
Is not required by
and
[INSERT NAME OF RELEVANT PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: Only the name of a resident company (which is not a private company for the purposes of the Tax Act) or a trust estate that is treated as a resident company for the purposes of the Tax Act should be inserted in this item.]
* DELETE ONE ALTERNATIVE
Schedule 2 Specimen Form of Borrowing Request (see clause 2.1 and definition of "Borrowing Request" in clause 26)
To: [Name and Address of Lender]
This is a Borrowing Request under the Master Securities Lending Agreement between us dated # (the "Agreement")
We wish to make the following borrowing of Securities:
| (a) | of Description Securities: |
"] # reg "fully paid ordinary shares in # |
|---|---|---|
| (b) | of Amount Securities: |
") # leg million"] |
| (c) | of Proposed Settlement Date Borrowing: |
# [eg "today"] |
| (d) | and of of Time, Mode Place Delivery Securities, including (as appropriate) settlement system and account to which delivery is to be made: |
of#, # leg "to the account HlN #, in CHESS"] |
| (e) | of Duration Loan: |
No longer than eleven months and 20 days after the Borrowed Securities are delivered under this Borrowing Request. |
| (f) | of Type Collateral: |
# leg "Cash"] |
| (g) | of and of Time, Mode Place Deliver')' Collateral: |
# leg "dvp on CHESS"] |
| (h) | 5.1 ofthe Rates (see clause Agreement): |
(a)" #[eg #% per annum on the Cash or "# Collateral", (b) % per annum on the daily |
appropriate].
value ofthe Borrowed Securities" as
2 Please confirm your acceptance ofthis Borrowing Request by return fax.
Dated: # _
For and on behalfof[Name ofBorrower]
Signature of Authorised Representative
Name and title of Authorised Representative
Supplementary Terms and Conditions (if any) Schedule 3
This Schedule forms part of and amends the Master Securities Lending Agreement (including Schedule 1) to which it is a Schedule, as follows:
Execution page
| SIGNED by Dianne Essey | |
|---|---|
| for and on behalf of: | |
| THE CHASE MANHATTAN BANK | |
| (Sydney Branch) | |
| Signature of witness | |
| DIANNE ESSEY | |
| Name of witness (block letters) | |
| 259 George St. Sydney | |
| Address of witness | |
| Vice President | |
| Occupation of witness | |
| SIGNED by | |
| for and on behalf of: | |
| MACQUARIE BANK LIMITED | |
| Signature of witness | |
| Name of witness (block letters) | |
| Address of witness | |
| Occupation of witness |
Signature of NATALIE THOMSETT Vice President
C-Modernson
C-Modernson
authorised Signatory
Signature of Henry Lee
Associate Director
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT
APPENDIX
The tcnns ofthis Appendix amend various ofthe provisions ofthe Australian Master Securities Lending Agreement entered into between the Parties (the "Agreement").
This Appendix supplements and fanns part of the Agreement and accordingly the Appendix and Agreement shall be treated as one single agreement between the Parties.
Capitalised words in this Appendix bear the same meaning (save as otherwise amended herein) as in the Agreement.
J. The following shall be inserted as Recital C:-
"The Lender shall enter into loans o/Securities as agent on behalfof third party beneficial owners and Clause 14 shall take effect in accordance therewith. "
- The definition of "Collateral" shall be replaced with the following:-
""Collateral" shall mean, collectively, all cash, Approved Securities and Lellers ofCredit from lime to time paid or delivered by the Borrower to the Lender pursuant to Clause 6 and shall include the certificates and other documents ofor evidencing title and tramjer with respect to the foregoing (as appropriate) and shall include Alternative Collateral. For the purposes ofthis definition a Letter afCredit shall mean an irrevocable letter ofcredit issued by a bank acceptable to the Lenderfor the account ofthe Borrower or any other person acceptable 10 the Lender and which contains such terms and provisions as are required by or acceptable to the Lender in its discretion. Approved Securities shall mean securities ofsuch class or classesfalling within Section (i) ofthe list oftypes ofcollateral in the Schedule hereto but only in so far as any such class has been designated by notice in writing given by the Lender to the Borrowerfrom time to time hereafter as capable ofbeing Approved Securitiesfor the purposes ofthis Agreement and which are acceptable 10 the Lenderfor the purposes hereofin its sale discretion and such term shall include the certificates and other documents ofor evidencing title and transfer with respect to such securities. "
- The following definitions shall be added to Clause 1 ofthe Agreement:~
., "Relevant Bank" shall mean, with respect to any loan, a bank which has issued a Leiter of Credit which, or a portion ofwhich, isfor the time being allocated as Collateralfor such Loan;
L6349 25.'l15iOO
"Relevant Organisation" shall mean any governmenial agency. bureau, commission or department and any selj-regulalOry or other organisation concerned wilh dealings, and any association ofdealers, in securilies ofany description;"
-
Clause 4.2(b) shall apply and shall not be subject to Clause 4.2(c), and in such case the following provisions shall be added to Clause 4.2(e):
-
"(i) except where otherwise required by Australian tax requirements, any distribulion of securities made in exchange for loaned Securilies shall be considered as substiluted for such loaned Securilies and need not be delivered to the Lender until the relevani loan ofSecurilies is terminated hereunder;
- (ii) any distribulion solely in the form ofsecurilies wilh respect to any loaned Securities shall be added to such loaned Securities (and shall constitute loaned Securities, and be part ofthe relevant loan ofSecurilies, for all purposes hereof) and need not be delivered to the Lender until the relevant loan ofSecurities is terminated hereunder, ifat or before the making ofsuch distribution the Borrower shall have delivered such additional Collateral for the relevaniloan to the Lenderfor the accouni ofthe relevant Principal as shall be necessary to make the aggregate value ofthe Collateralfor such loan, determined on the date ofsuch distribution, at least equal to the value ofthe loaned Securities plus the Margin with respect to such loan (after giving effect to the addilion ofthe securities being distributed) determined on such date;
- (iii) any distributions ofwarrants or rights to purchase shares made with respect to any loaned Securities shall be deemed to be, and shall be, a new loan ofSecurities made to the Borrower by the Principal which loaned to the Borrower the loaned Securities with respect 10 which such distribution is made (and shall be treated as loaned Securities, and as a separate loan, for all purposes hereof) and need not be delivered to the Lender uniil such new loan is terminated in accordance herewith. ifat or before the making ofsuch distribution the Borrower and the Lender shall have agreed upon the Marginfor such new loan and the Borrower shall have delivered to the Lender Collateral for such new loan having a value acceptable 10 the Lender ".
-
- The following shall be substituted for clause 6.1:-
- "6.1 {Borrower sobligation to prOVide Collateral] Unless the Parties agree otherwise the Borrower agrees that, as a condition precedenito the making ofany loan, il shall deliver Collateral to the Lender (or in accordance with the Lender's instructions) TOGETHER WITH appropriate instruments oftransfer duly stamped where necessary and such other instrumenis as may be requisite to vest title thereto in the Lender. "
-
- The following shall be substituted for Clause 6.7:-
- "6.7 Where collateral (other than Cash Collateral) is delivered in re~pect ofwhich any income may become payable. the Borrower shall callfor the redelivery ofCollateral eqUivalent to such Collateral in good time to ensure that such Equivaleni Collateral may be delivered prior to any such income becoming payable to the Lender. "
-
- The following shall be inserted as clause 6.11:-
Australian Master Securities Lending Agreement Appendix Macquarie Bank Limited
- "6.11 The delivery ofa Letter ofCredit shall be effectedfor the purposes ofthis Agreement by physical delivery ofthe original executed Letter ofCredit by the issuing. confirming or advising bank to the Lender at its addressfor delivery ofnotices or as the Lender may otherwise agree, provided, however, that no such delivery shall be effective until one Business Day after the receipt ofa Letter ofCredit by the Lender (or. ifthe relevant Letter ofCredit is received by the Lender prior to 3 p.m. (Sydney time) on a Business Day, until 5.30 p.m. (5iydney time) on such Business Day), during which period the Lender may reject such Letter ofCredit. by oral notice to the Borrower. ifsuch Letter ofCredit is not in the form required by or acceptable to the Lender. "
-
- Clause 7.2 shall be amended as follows:
- (i) by the insertion ofthe following words at the end ofthe first sentence:.
"(and where there is a difference between the settlement time for sales andpurchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter ofthe two times). "
(ii) by the insertion ofthe following sentence after the end ofthe second sentence:-
"simultaneously with the redelivery ofthe Equivalent Securities in accordance with such call, or at such other time as may be agreed by the parties. the Lender shall repay any Cash Collateral Qnd redeliver to the Borrower Collateral equivalent to the Collateral delivered pusuant to Clause 6 in respect ofthe borrowed Securities."
-
- The following shall be inserted as clause] I(e):-
- "(e) The Borrower has heretofore delivered to the Lender a copy ofthe annual [consolidatedJ financial statements ofthe Borrower [and its consolidated subsidiaries]for its [/iscallfinancialj year ended { J, 19{] duly audited by independent [certified public accountants/internationally recognised auditors], including a balance sheet as at the end ofsuch [/iscal/financial] year [and the related statement ofincome and changes in financial position for such fiscal year], and a copy ofthe unaudited [consolidated]financial statements ofthe Borrower {and its consolidated subsidiaries]for the [ ] month period ended {
]. 19{] including a balance sheet as at the end ofsuch period [and the related statement ofincome and changes in financial position for such period], and each ofthe said statements and related notes thereto are complete and correct and fairly present the [consolidated]financial condition and results ofoperation ofthe Borrower [and its consolidated subsidiaries] as at the said dates andfor such periods, all in conformity with generally accepted accounting principles consistently applied; "
- ]0. Clause ]2 shall be amended as follows:-
- (i) by the deletion of "or" at the end ofSub-c1ause (h);
- (ii) in Sub-clause (i) by the deletion of all the words after "hereunder" and the substitution therefor of "and the Non-Defaulting Party serves written notice on the Defaulting Party";
Macquarle Bank Llmlled
- (iii) by the addition ofthe following Sub-clauses:-
- "OJ a violation by the Borrower in connection with any Securities the subject ofa loan hereunder or the holding or disposition thereofby the Borrower, ofany applicable law, regulation or rule ofanyjurisdiction, or ofany Relevant Organisation to the requirements ofwhich the Borrower may be subject and such violation would be likely to have a material adverse affect on the ability ofthe Borrower to perform its obligations under any loan hereunder;
- (k) the occurrence ofany other event which the Borrower is required to notify to the Lender pursuant to Clause 28./ hereof; or
- (1) an Act ofInsolvency occurring with respect to any Relevant Bank and (except in the case ofan Act ofInsolvency which is the presentation ofa petition for winding up or any analogous proceeding in relation to ofthe Relevant Bank in which case no such notice shall be required) the Lender serves written notice on the Borrower. "
-
- The following shall take effect as clause 28 ofthe Agreement:-
"Covenants of the Borrower:
The Borrower hereby covenants and agrees with the Lender as follows:
- 28.1 The Borrower willfurnish to the Lender (i) as soon as available and in any event within [ J days after the end ofeach ofits [fiscal/financial] years, a copy ofthe annual [consolidated} financial statements ofthe Borrower [and its consolidated subsidiaries} duly audited by independent [certified public accountants/internationally recognised auditors}, including a balance sheet as at the end ofsuch [fiscal/financial} year [and the related statement ofincome and changes infinancial position for such fiscal year}, prepared in accordance with generally accepted accounting principles consistently applied, (ii) as soon as available and in any event within { ] days after the end ofeach ofthe first three quarters ofeach of its [fiscal/financial] years, a copy ofthe [consolidated} financial statements ofthe Borrower [and its consolidated subsidiaries} for the period then ended, including a balance sheet as at the end ofsuch period [and the related statement ofincome and changes infinancial position for such period}, prepared in accordance with generally accepted accounting principles on a basis consistent with that used in the preparation ofthe financial statements referred to in sub-paragraph (i) above and certified by an appropriate officer ofthe Borrower, (iii) promptly after the occurrence ofany default under this Agreement, a written notice setting forth the nature ofsuch default and the steps being taken by the Borrower to remedy such default, and (iv) from time to time such further information (whether or not ofthe kind mentioned above) regarding the business, affairs andfinancial condition ofthe Borrower as the Lender may reasonably request.
- 28.2 The Borrower will give the Lender immediate notice ifat any time any order, decree, determination or instruction is issued on the authority ofany rule, regulation or proceeding of any Relevant Organisation in relation to the Borrower, or any litigation, arbitration or similar proceeding against or affecting the Borrower is commenced, which in any such case could have a material adverse effect on the
ability ofthe Borrower to perform its obligations under this Agreement or to carryon its business as conducted as at the date ofthis Agreement or which might adversely affect the borrowing ofsecurities by the Borrower. Any such notice shall setforth in reasonable detail a description ofthe event which ha~' occurred and ofthe action, if any which the Borrower proposes to take with respect thereto. "
- Schedule I shall be deleted and replaced by the following:
"Types (Clause 26)
Thefollowing types ofcollateral shall unless othenvise agreed constitute Collateral acceptable under this Agreement:
- (i) Australian Government Inscribed Stock; Australian State or Territory Government stock, bonds or promissior notes (including those issued by a statutory corporation such as Treasury Corporation ofNew South Wales):
- (ii) Irrevocable Standby Letters ofCredit issued by any bank carrying on business in Australia;
- (iii) Cash Collateral.
Valuation ofCollateral (Clause 26 and Clause 6.2)
Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:-
(a) in respect ofCollateral type (i) above, the Reference Price thereof;
(b) in respect ofCollateral type (ii) above, the value specified therein.
Margin (Clause 26 and Clause 6.3)
"The Value ofthe Collateral delivered pursuant tot Clause 6 by the Borrower to the Lender under the terms and conditions ofthis Agreement shall on each Business Day represent not less than 100% ofthe Value ofthe borrowed Securities, and otherwise as agreed between the Parties with respect to each loan".
Basis ofMargin Maintenance (Clause 6.2 and Clause 6.4)
The following wording (transaction by transaction margining) shall apply in lieu ofthe wording currently set out in Clau\'e 6.2(a); however. the Lender shall have the right at its sale election, at any time from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding loans.
6.2 (Transaction by transaction marginingl
{QljAdjustments to Collateral] Unless otherwise agreed between the Parties, the Value ofthe Collateral delivered to or deposited with the Lender or its nominated bank or depository (excluding any Collateral repaid or redelivered under sub-Clauses 6.2(a)(ii) below ("Posted Collateral',)) in respect ofany loan ofSecurities shall bearfrom day to day and
at any time the same proportion to the Value ofthe Securities borrowed under such loan as the Posted Collateral bore at the commencement ofsuch loan. Accordingly:
- (i) the Value ofthe Posted Collateral to be delivered or deposited while the loan of Securities continues shall be equal to the Value ofthe borrowed Securities and the Margin applicable thereto (the "Required Collateral Value");
- (ii) ifon any Business Day the Value ofthe Posted Collateral in respect ofany loan of Securities exceeds the Required Collateral Value in respect ofsuch loan, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess; and
- (iii) ifon any Business Day the value ofthe Posted Collateralfalls below the Required Collateral Value, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
Clause 6.2(b) (netting ofCollateral obligations where a Party is both Lender and Borrower) shall apply notwithstanding that Clause 6.2(a) has been amended as set out above.
The minimum period after demandfor transferring Cash Collateral or Equivalent Collateral shall be the same Business Day ifdemand is made before 11. 00 m, (Sydney time) and otherwise as agreed between the parties.
Base Currency (Clause 26 and Clause 1.6)
The Base Currency applicable to this Agreement is Australian Dollars.
Lenders' Warranties (Clause JO(d))
Clause lOrd) shall not apply where both Borrower and underlying Principal are resident in Australia.
Voting (Clause 4.3)
Clause 4.3 shall apply.
Place ofBusiness (Clause 26)
Sydney.
Address for Notices and Status o(Parties (Clause 20.1)
Addressfor notices or communications to: The Chase Manhattan Bank (London Branch) (in its capacity as agentfor the underlying principal which is an Australian Taxpayer)
| Address: | 125 London Wall EC2Y London 5AJ |
|---|---|
| Attention: | Ann Hunt |
| Fax No: |
DOli 442077771473 |
| Telephone No: |
DOli 442077771470 |
Address for notices or communications to: Macquarie Bank Limited which is an Australian Taxpayer.
Address: Level 2
No. 1. Martin Place, Sydnay NSW 2000
Attention: Equity Market, Division, (Henry Lee)
Fax No: 612 8232 6882
Telephone No: 612 8232 3126
Compensation for Loss of Franking Credits/Rebates (Clause 9.2)
Is required by Borrower if Borrower is an Australian Taxpayer and by Lender.
Compensation for Loss of Intercorporate Dividend Rebate (Clause 9.3)
Is required by Borrower if Borrower is an Australian Taxpayer and by Lender."
ANNEXURE 'E'
This is the annexure marked 'E' of 26 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
DATED ~3 JAW PIAY
\, \
NATIONAL AUSTRALIA BANK LIMITED
("Supplier")
and
MACQUARIE BANK LIMITED
('Becipient")
I / DOMESTIC SECURITIES BORROWING AGREEMENT
) Macquarie Bank Limited 1 Level 26, 20 Bond Street i Sydney NSW 2000
I I
Tel: (02) 237 3333
DOMESTIC SECURITIES BORROWING AGREEMENT
I04Y** . THIS AGREEMENT dated day of J~~uaa.(** W.
BETWEEN: NATIONAL AUSTRALIA BANK LIMITED 5th Floor South, 271 Collins Street, Melbourne, Victoria ("the Supplier")
AND: MACQUARIE BANK LIMITED a company incorporated in the Australian Capital Territory and having its principal place of business at Level 26, 20 Bond Street, Sydney, New South Wales ("the Recipient")
RECITALS:
sn r=;
L*
icp Lz'
I
! i
- A. The Parties have agreed a procedure whereby the Supplier will supply Securities to the Recipient from time to time for use by the Recipient in the ordinary course of its business.
- , B. The Recipient has agreed to secure its obligations to the Supplier under % this Agreement by the delivery to the Supplier of Collateral.
- ir.5 C. The Parties have agreed that all Transactions will be effected in Maccordance with the rules and regulations of those regulatory authorities e- .. "" ;.:: whose rules and regulations may from time to time affect the activities of a the Parties pursuant to this Agreement together with current market -y- practices, customs and conventions in so far as they are not inconsistent M Qwith the terms of this Agreement.
? NOW IT IS HEREBY AGREED AS FOLLOWS: .p. =%
1 INTERPRETATION 6% "A
1.1 In this Agreement:
"Business Day" means a day on which both trading banks are open for business in Melbourne and The Stock Exchange is open for business in Melbourne.
a**.". "Close of Business" means 4.00 p.m. on a Business Day.
0 "Collateral" means:-
- I (a) cash deposited with the Supplier; or
-
1 (b) cash deposited with another person nominated by the Supplier iand subject to a charge over that deposit in favour of, and in ia form and on terms acceptable to, the Supplier; or I
-
(c) letter of credit in favour of, and in a form and on terms acceptable to, the Supplier issued by a bank authorised under the Banking Act (Cth) 1959 or any other bank agreed by the Parties; or
- (d) other financial instruments as agreed by the Parties.
"Collateral Amount" means 105% of the Value of the Supplied Securities.
"Confirmation" means a confirmation in the form of that set out in Schedule 1.
"Distribution Ex Date" means the date (referred to in the Articles of Association, Rules, Regulations and market practice of The Stock Exchange as the "'ex' date") on which the Securities issued by a corporation commence trading without the entitlement to receive any Right or Distribution in respect of those Securities.
"Distribution Payment Date" means the date on which any Right or Distribution in respect of Securities is paid issued or distributed to a holder of those Securities.
"Documents of Title" means, in relation to Supplied Securities, share certificates applicable thereto, duly completed and executed forms of transfer and all other documents necessary to vest the legal and beneficial title to those Securities in the Recipient.
"11 a.m. Rate" means the average of all indicative interbank bid rates as displayed on the Reuter's page "AFMZ" at or about 11.00 a.m. on the relevant Business Day and in the case of a day that is not a Business Day the rate on the previous Business Day.
"Equivalent Securities" in relation to any Supplied Securities, means Securities of an identical type, nominal value and description to the Supplied Securities. For the purpose of this Agreement "identical type" means a Security conferring identical rights and imposing identical obligations. If and to the extent that Supplied Securities are converted, redeemed or the subject of a Take-over offer, the expression has the following meaning:
- (a) in the case of conversion, Securities identical to the Securities into which the Supplied Securities are converted;
- (b) in the case of redemption, a cash sum equivalent to the proceeds of the redemption; and
- (c) in the case of a successful Take-over offer, the Securities or other consideration issued or payable to the holder of the Securities.
"Equivalent Collateral" means in respect of Collateral of the type referred to in paragraph (d) of the definition, Collateral of an identical type, nominal value and description of the Collateral.
"Event of Default" has the meaning given to it in clause 10 of this Agreement.
"Fee Rate" means in respect of a Transaction for which the Collateral is other than cash deposited with the Supplier, the fee rate agreed in respect of that Transaction.
"Loan Value" on any day means:
V x M
where
V is the Value of the Supplied Securities on that day and
M is the Collateral hount.
An example of the calculation of Loan Value is set out in Schedule 2.
"Notifiable Consideration" means consideration given by the Recipient other than the return or promise to return the Supplied Securities (or Equivalent Securities).
"Notional Purchase Cost" of Securities at a particular time means the amount which it would cost (including all broker's fees and commissions, stamp duty and all other reasonable costs, fees and expenses incurred in connection therewith) to buy such Securities at the Reference Price.
"Parties" means severally the Supplier and the Recipient, and "Party" is to be construed accordingly.
"Re-acquisition Date" means the date on which Supplied Securities (or Equivalent Securities) are to be returned to the Supplier in accordance with clause 8.1.
"Rebate Rate" means in respect of a Transaction for which the Collateral is cash deposited with the Supplier, the rebate rate agreed from time to time in respect of that Transaction.
"Reference Price", in relation to Securities on any particular day, means the last sale price quoted on the SEATS trading system of The Stock Exchange for the preceding Business Day.
"Rights and Distributions" in relation to any Securities means all interest, dividends or other distributions whatsoever made on, or in respect of, those Securities and all rights attaching thereto whether arising by way of rights or bonus issue, consolidation, sub-division or upon a Take-over offer or otherwise howsoever and includes rights and distributions in the nature of those specifically referred to in clause 4.3.
"Securities" means shares or stock of a company which is listed on The Stock Exchange and includes the Documents of Title in respect thereof.
"Settlement Date" in relation to Supplied Securities means the date specified in the relevant Confirmation as the date on which delivery of those Securities is to be effected.
"Supplied Securities" means Securities which are, the subject of a Transaction under this Agreement and, subject to Clause 4.9, includes any Rights and Distributions in respect of such Supplied Securities.
"Supply Request" means a request made (by telephone or otherwise) by the Recipient to the Supplier in respect of Securities proposed to be supplied under this Agreement which specifies:
- (a) the description, title and quantity of the Securities proposed to be supplied;
- (b) the date on which delivery of the Securities is required;
- (c> the manner and place of delivery of the securities; and
- (dl the description and amount of the Collateral to be provided by the Recipient and the date, place and manner of delivery of that Collateral.
"Take-over offer" means any offer for the whole of the issued share capital of a company or any class of share capital or a portion of such issued share capital or any such class which offer is sufficient to give the offeror control of such company, and the exercise of any right to acquire compulsorily such share capital or class of share capital.
"Tax Act" means the Income Tax Assessment Act 1936 and includes any statutory modification or re-enactment of that Act, any legislative provisions substituted for it, and any regulation, policy, directive or guideline or an interpretation or administration of them issued under it.
"The Stock Exchange" means the Australian Stock Exchange Limited.
"Transaction" means the mutual obligations of the Parties under a Supply Request which has been accepted by the Supplier.
"Transaction Period in relation to a Transaction means the period commencing on the Settlement Date and ending on the Re-acquisition Date.
"Value" at a particular time, means:
- (a) in respect of Securities, the aggregate value of such Securities as calculated at the Reference Price;
- (b) in respect of Collateral other than Collateral of the type referred to in paragraph (d) of the definition, the amount of the cash deposit or the maximum amount which could be drawn on proper demand being made under the letter of credit; and
- (c) in respect of Collateral of the type referred to in paragraph (d) of the definition, the value agreed by the Parties.
The Value of Securities or Collateral shall be denominated in Australian dollars or in any other currency agreed by the Parties.
"Withholding Tax" means tax levied or imposed by the Comrnonwealth of Australia to be withheld or deducted under Division 11A of Part I11 of the Tax Act.
1.2 Headings to Clauses of this Agreement appear for convenience only and shall not affect the interpretation hereof.
2. SUPPLY OF SECURITIES
- 2.1 The Supplier will supply and transfer Securities to the Recipient and the Recipient will hold Securities in accordance with the terms of this Agreement.
- 2.2 No supply or transfer of Securities is to take place under this Agreement until a Supply Request has been made by the Recipient and received and accepted by the Supplier and the Recipient has otherwise complied with its obligations under this Agreement including its obligations with respect to the provision of the Collateral.
- 2.3 Upon the receipt of a Supply Request the Supplier must advise the Recipient of its acceptance or otherwise of that Supply Request by notifying one of the authorised persons specified in Schedule 3 of this Agreement. An acceptance must be confirmed by a duly authorised officer of the Recipient in a Confirmation.
3. DELIVERY AND RISK
Subject to the provisions of this Agreement, the Supplier will deliver the Supplied Securities together with the Docwnents of Title thereto by Close of Business on the Settlement Date at the head offices of the Supplier in Melbourne or Sydney.
4. TITLE, RIGHTS AND DISTRIBUTIONS
- Subject to the terns of this Agreement, the Recipient may as the beneficial owner of the Supplied Securities, register in its own name, transfer or otherwise deal with the Supplied Securities and exercise any rights relating thereto in such manner as it considers appropriate.
- As between the Recipient and the Supplier, all right, title and interest to and in any Supplied Securities must pass to the Recipient free from all liens, charges, equities and encumbrances.
- Irrespective of whether the Recipient is the registered holder of the Supplied Securities, the Supplier shall be entitled to receive and the Recipient shall be liable to account to the Supplier (in cash or otherwise) for an amount equivalent to all Rights and Distributions made on, or in respect of, the Supplied Securities to the same extent as if the Supplier had at all relevant times remained the registered holder of the Supplied Securities. Except where the Supplier has failed to make an election and given notice as required pursuant to clause 4.6 the Recipient must indemnify the Supplier against loss (including loss of profit, whether actual or prospective or whether contingent upon the exercise of a right or power in relation to the Supplied Securities), reasonable cost or expense which occurs by reason of the Supplier not being the registered holder of the Supplied Securities during the Transaction Period including, but not limited to, the following Rights and Distributions made on, or in respect of, the Supplied Securities:
- (a) any dividend paid on the Supplied Securities, including a capital dividend;
- (b) any other distribution (whether in cash or otherwise) paid or made on the Supplied Securities;
- any share capital or other securities (or any interest in them) deriving from the Supplied Securities;
- (d) any Securities or rights in respect of Securities received as a result of a scrip issue (whether as a consequence of any consolidation or subdivision or otherwise) in respect of the Supplied Securities;
- (el all rights deriving from the Supplied Securities to purchase additional securities including, without limitation, any right to purchase additional securities under the terms of a dividend reinvestment plan; and
-
(0 any securities issued to, or other consideration payable to, the holder of the Supplied Securities under the terms of a Take-over offer.
-
4.4 Where, under the terns of this Agreement, the Supplier is entitled (as a consequence of an election made by the Supplier) to receive the cash equivalent amount of any Rights and Distributions made on or in respect
- of the Supplied Securities, that amount shall be paid by the Recipient to the Supplier on the Distribution Payment Date without the need for any demand by the Supplier. If the Recipient fails to pay such cash equivalent amount on that date, the Supplier is authorised to deduct that amount &om the Collateral.
- 4.5 Subject to the provisions of clause 4.6, Rights and Distributions made other than in cash on or in respect of the Supplied Securities (and in respect of which the Recipient is required to indemnify the Supplier pursuant to clause 4.3) must, at the election of the Supplier, be satisfied by the Recipient:
- (a) paying to the Supplier on the Re-acquisition Date the cash value of the Right and Distribution as reasonably calculated by the Supplier in good faith and reasonably notified to the Recipient together with particulars of the calculation and the method of calculation provided that in respect of the period from and including the Re-acquisition Date to but excluding the Distribution Payment Date the Supplier shall pay the Recipient interest on the cash value calculated daily at the 11.00 a.m. Rate, such interest to be paid on the Distribution Payment Date; or
- (b) providing the Supplier with an additional number of Equivalent Securities on the later of the Distribution Payment Date or the Re-acquisition Date provided that, in the case of a rights issue, the obligation of the Recipient to provide Equivalent Securities ig conditional upon the Supplier previously putting the Recipient in funds so as to enable the Recipient to timely pay the subscription price applicable to those Equivalent Securities.
- 4.6 At any time not being less than five (5) Business Days prior to the Distribution Ex Date, the Supplier must give notice to the Recipient of its election under clause 4.5 in relation to the relevant Rights and Distributions. If capable of calculation at that time, the Supplier must also notify the Recipient of the particulars and method of calculation together with the cash value of these Rights and Distributions or the number of Equivalent Securities (as the case may be) to be paid or delivered to the Supplier in accordance with this Agreement. The Supplier will (in the absence of manifest error) be bound by any election made and any notice given pursuant to this clause 4.6.
-
4.7 If the Supplier fails to give notice as required pursuant to clause 4.6, the Recipient will be entitled to elect the manner in which the obligation of the Recipient to the Supplier in respect of the Rights and Distributions will be satisfied, the Supplier will be bound by any election made.
-
4.8 Unless otherwise agreed in writing to the contrary, if, subsequent to the receipt of a notice given by the Supplier in accordance with clause 4.6, the Recipient fails to terminate the Transaction in accordance with the provisions of this Agreement in suf%icient time (in the absence of default or negligence on the part of the Supplier) to enable the Supplier to itself become the registered holder of the Supplied Securities or Equivalent Securities and otherwise do all things necessary to take advantage of the proposed Rights and Distributions in respect of those Securities, the Recipient shall be bound by the terms of that notice and must account to and indemnify the Supplier accordingly.
- 4.9 Where a Recipient makes any payment or delivers any property to the Supplier in or toward satisfaction of its obligations under this clause 4 to account to and indemnify the Supplier in respect of Rights and Distributions, the obligation of the Recipient to re-deliver Supplied Securities (including Rights and Distributions) and Equivalent Securities will be reduced accordingly.
5. FEES AND NOTIFIABLE CONSIDERATION
- 5.1 In respect of each Transaction:
- (a) for which the Collateral is cash deposited with the Supplier, the Supplier will pay a rebate to the Recipient monthly in arrears by bank cheque; and
- (b) to which paragraph (a) does not apply, the Recipient will pay a fee to the Supplier monthly in arrears by bank cheque.
- 5.2 The rebate or fee as the case may be shall be calculated as follows for each day in respect of the period from and including the Settlement Date to and excluding the Re-acquisition Date:
- (a) the rebate in the case of Collateral which is cash deposited with the Supplier:
The Loan Value x Rebate Rate
(b) the fee in any other case:
The Loan Value x Fee Rate
365
The rebate shall be paid by the Supplier within five (5) Business Days following the end of the month. The Supplier is authorised to withdraw the rebate from the Collateral or any interest earned in respect of the Collateral.
The fee shall be paid by the Recipient within five (5) Business Days following the rendering of an invoice by the Supplier.
The initial Loan Value will be the Loan Value as at the Settlement Date. However, the Parties by agreement may re-calculate the Loan Value (for the purpose of determining the fee or rebate) at such other date during the Transaction period as the Parties consider appropriate.
If an event specified in clause 10 occurs, any rebate or fee payable to or by the Recipient in accordance with this clause 5.2 shall be immediately due and payable on exercise by either Party of its rights under clause 11.
5.3 The Notifiable Consideration is the rebate or fee referred to in clause 5.2. There is no other consideration which is Notifiable Consideration.
6. COLLATERAL
- 6.1 To secure the obligations of the Recipient to the Supplier in respect of a Transaction, the Recipient must deliver Collateral to the Supplier to be Iheld by the Supplier upon the terms of this Agreement.
- 6.2 The Recipient irrevocably authorises the Supplier at any time (upon giving the Recipient not less than two Business Days' prior notice) to appropriate the whole or any part of the Collateral towards satisfaction of any amount owed by the Recipient in respect of or in connection with any Transaction or in respect of any indemnity or other obligation +contained in this Agreement.
- 6.3 Subject to clause 6.8, until the Recipient has fully performed its obligations to return Supplied Securities:
- (a) the Recipient may not withdraw or cancel any part of the Collateral; and
- (b) the Supplier need not repay or return any part of the Collateral to the Recipient,
provided that the Supplier may retain Collateral to the value of the Rights and Distributions yet to be paid until such time as those Rights and Distributions are paid and thereupon the Supplier shall pay the Recipient interest on that value calculated daily from and including the date of return of the Supplied Securities to but excluding the date on which the Rights and Distiobutions are paid at the 11.00 a.m. Rate.
Nothing in this clause 6.3 shall be taken to require the payment of a Right and Distribution in respect of the Supplied Securities before the date on which payment is due pursuant to clauses 4.4 and 4.5 of this Agreement. The Recipient is entitled to the return of the whole of the Collateral notwithstanding its continuing obligations to indemnify the Supplier in accordance with clause 4 of this Agreement.
- The Recipient acknowledges that the Collateral and any interest earned in respect of the Collateral will be held subject to such terms and conditions as the Supplier may from time to time advise.
- Simultaneously with the receipt of Supplied Securities, the Recipient must deliver to the Supplier Collateral (together with any document evidencing title to the Collateral and any other document reasonably required by the Supplier to enable it to exercise rights in respect of the Collateral in the manner contemplated by this Agreement) which has a Value in relation to such Supplied Securities of not less than the amount specified in the relevant Confirmation to be held by the Supplier as a continuing security for the obligations of the Recipient in respect of the Transaction.
- 6.6 The Value of the Supplied Securities may, at any time, be recalculated by either Party and, upon each such recalculation:
- (a) subject to clause 6.7, if, in relation to any Supplied Securities, the Value of Collateral provided in respect thereof is at that time less than the amount required in accordance with the terms of the relevant Confirmation, the Recipient must, on demand, provide such further Collateral to the Supplier as required to restore the Value of the Collateral to the required amount ;
- (b) subject to clause 6.8, if, in relation to any Supplied Securities, the Value of the Collateral provided in respect thereof is at that time greater than the amount required in accordance with the terms of the relevant Confirmation, the Supplier must, on demand, re-deliver to the Recipient or agree to reduce, as the case may be, such amount of Collateral as is required to restore the Value of the Collateral to the required amount.
- 6.7 The Supplier may not demand further Collateral be provided by the Recipient if the Supplier has committed an Event of Default in respect of any Transaction or if the deficiency calculated in accordance with clause 6.6(a) is less than either:
- (a) \$5,000; or
- (b) 5% of the Value of the Supplied Securities.
- 6.8 The Recipient may not demand the return of Collateral provided to the Supplier if the Recipient has committed an Event of Default in respect of any Transaction or if the excess calculated in accordance with clause 6.603) is less than either:
- (a) \$5,000; or
-
(b) 5% of the Value of the Supplied Securities. I
-
6.9 Demands for the delivery of Collateral pursuant to clauses 6.6 above, made prior to 12:OO noon (Australian Eastern Standard Time) on a Business Day, must be satisfied by Close of Business on that day. If made after that time a demand must be satisfied by Close of Business on the next Business Day.
- 6.10 The Supplier undertakes to keep accurate records and accounts so as to enable it to ascertain amounts paid by the Recipient in connection with a Transaction and any amount to which the Recipient may otherwise be entitled.
- 6.11 Notwithstanding anything in this clause 6, where the Recipient has provided a letter of credit as Collateral, the Supplier is not required to re-deliver that letter of credit to the Recipient as a consequence of a demand made under clause 6.603) unless the Recipient provides to the Supplier a substitute letter of credit in a form and on terms satisfactory to the Supplier.
- 6.12 In the case of Collateral of the type referred to in paragraph (d) of the definition of Collateral, the Supplier may return Equivalent Collateral. Any reference in this Agreement or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to return Supplied Securities is accordingly to be construed as a reference to an obligation to return the Collateral or Equivalent Collateral.
7. POWER OF ATTORNEY GIVEN TO SUPPLIER
- 7.1 If the Recipient has committed an Event of Default then the Recipient irrevocably appoints the Supplier to be the attorney of the Recipient for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable the Supplier to realise any Collateral which has been delivered to it pursuant to this Agreement or to transfer or cause to be transferred the legal title to such Collateral to the Supplier or any transferee of the Collateral nominated by the Supplier.
- 7.2 The Recipient hereby undertakes (when required to do so by the Supplier) to ratify and confirm any action undertaken by the Supplier in pursuance of the powers conferred in clause 7.1 of this Agreement and to indemnify and keep indemnified the Supplier for any reasonable costs or expenses incurred (including without limitation legal costs on a full indemnity basis) in exercising its powers under this clause and otherwise on the default of the Recipient.
8. RETURN OF SUPPLIED SECURITIES OR EQUIVALENT SECURITIES
8.1 In respect of a Transaction, the Recipient must return the Supplied Securities to the Supplier on the earlier of:
- the date which is three months after the Settlement Date in respect of those Supplied Securities (or such later date as the Parties agree);
- (b) the date on which a notice given in respect of those Supplied Securities pursuant to Clause 8.2 qr 8.3, as the case may be, expires; and
- (c) the date on which a notice given by the Supplier under clause 11 expires.
- 8.2 In respect of any Transaction, the Recipient may return Supplied Securities to the Supplier at any time upon giving notice to the Supplier specifying a date for return of the Supplied Securities being not less than one (1) Business Day's prior notice to the Supplier.
- 8.3 In respect of any Transaction, the Supplier may require the Recipient to return Supplied Securities at any time upon giving notice to the Recipient specifying a date for return of the Supplied Securities being not less than two (2) Business Day's prior notice.
- 8.4 A notice given by the Supplier or the Recipient under clause 8.2 or 8.3 respectively may not subsequently be revoked except by mutual agreement.
- 8.5 Subject to the rights of the Supplier arising on the occurrence of an Event of Default and to the Recipient having discharged all its obligations then due in respect of a Transaction, simultaneous with the return of Supplied Securities (together with all Documents of Title relating thereto and any Rights and Distributions thereon which may then be due to be delivered by the Recipient to the Supplier and any other document required to be supplied on temnation of that Transaction in accordance with this Agreement), the Supplier will on the Re-acquisition Date return to the Recipient:
- (a) where the Collateral is cash deposited with the Supplier the balance of any Collateral; and
- (b) where the Collateral is a letter of credit re-deliver that letter of credit to the Recipient;; and
- (4 where the Collateral is of the type referred to in paragraph (d) of the definition, the Collateral and any document delivered previously by the Recipient in accordance with clause 6.5.8.6.
The return of Securities in accordance with this Agreement will not affect the obligation of the Recipient to pay any Right or Distribution in respect of the Supplied Securities in accordance with this Agreement.
8.7 The Recipient may return Equivalent Securities instead of the Supplied Securities. Any reference in this Agreement or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to return Supplied Securities is accordingly to be construed as a reference to an obligation to return Supplied Securities or Equivalent Securities.
On the Re-acquisition Date the Recipient fbrther agrees to deliver up to the Supplier all documents, notices, demands or other communications relating to the Supplied Securities or Equivalent Securities delivered to the Supplier on the Re-acquisition Date including, without limitation, any document necessary for the purpose of enabling the Supplier to take the benefit of any Right or Distribution or to exercise any right to vote in respect of such securities.
9. WARRANTIES
The Parties hereby represent and warrant as follows, with the intent that such representations and warranties will survive the completion of this Agreement and the transactions contemplated by it and are to be deemed to be repeated on each day that this Agreement remains in effect, in the following terms:
By each Party to the Other
- (a> it is a company duly organised and validly existing under the laws of its place of incorporation;
- (b) (i) it has the power and authority to execute and deliver this Agreement, to enter into the transactions contemplated by it and to perform its obligations under it;
- (ii) it has taken all necessary action to authorise the execution, delivery and performance of this Agreement;
- (iii ) this Agreement constitutes legal, valid and binding obligations enforceable against it;
- (c) the execution, delivery and performance by it of this Agreement and each transaction under it will at all times comply with all applicable laws and regulations;
- (dl it has made its own determination as to the tax treatment of any dividends, remuneration, funds, rights or benefits received under this Agreement and the tax treatment of the Transactions contemplated by this Agreement;
- (el this Agreement and the transactions contemplated by it are entered into in the ordinary course of its business;
( f) to its knowledge no Event of Default is subsisting and nothing has occurred which is or would with the giving of notice or lapse of time constitute an Event of Default;
By the Recipient to the Supplier
(9) at the time of delivery of any Collateral under this Agreement, the Recipient will be the beneficial owner of that Collateral free from all liens, charges, equities and encumbrances of any nature whatsoever and will have the right to give that Collateral on the terms of this Agreement;
(h) upon delivery of the Supplied Securities or Equivalent Securities by the Recipient to the Supplier, those Supplied Securities or Equivalent Securities will be free from all liens, charges, equities and encumbrances and will not to be subject to any right of forfeiture vested in any person as a consequence of any amount which is due and payable but which remains unpaid in respect of the Supplied Securities or the Equivalent Securities;
I(9 the Recipient is able to pay its debts as and when they fall due;
in entering into and performing this Agreement and the transactions contemplated by it, either:
- (i> the Recipient is acting in its own right and not as trustee or agent on behalf of another; or
- (ii) if it is acting as an agent, that it is duly authorised to do so; or
- (iii) if it is acting as a trustee, that it is empowered to enter into this Agreement and perform all its obligations under it; and
- (k) any Collateral in respect of a Transaction is or will be provided by the Recipient in the same capacity as it incurred obligations pursuant to this Agreement or any Transaction contemplated by this Agreement;
- (1) if the Recipient is acting as agent or trustee for an non-resident and is obliged to withhold any tax in accordance with the Tax Act it will deduct from any amount payable to the non-resident Withholding Tax and any other amount required to be deducted in accordance with the Tax Act;
By the Supplier to the Recipient
(m) at the time of delivery of any Supplied Securities under this Agreement, the Supplier will be the beneficial owner of or will have the right to supply those Supplied Securities free from all liens, charges, equities and encumbrances and will have the right to deliver those Securities on the terms of this Agreement;
- upon re-delivery of the Collateral by the Supplier to the Recipient that Collateral will be free from all liens, charges, equities and encumbrances and will not be subject to any right of forfeiture vested in any person as a consequence of any amount which is due and payable but which remains unpaid to any person;
- the Supplier is able to pay its debts as and when they fall due;
- in entering into and performing this Agreement and the transactions contemplated by it, either:
- (i) the Supplier is acting in its own right and not as trustee or agent on behalf of another; or
- (ii) if it is acting as an agent, that it is duly authorised to do so; or
- (iii ) if it is acting as a trustee, that it is empowered to enter into this Agreement and perform all its obligations under it; and
- (s) if the Supplier is acting as agent or trustee for an non-resident and is obliged to withhold any tax in accordance with the Tax Act it will deduct from any amount payable to the non-resident Withholding Tax and any other amount required to be deducted in accordance with the Tax Act.
10. EVENTS OF DEFAULT
Notwithstanding any other provision of this Agreement, all outstanding Transactions between the Supplier and the Recipient may be terminated by the other Party immediately upon the occurrence of any of the following events:
- (a) if any of the representations and warranties set out in Clause 9 above are incorrect or untrue on the date when made or deemed to be made;
- (b) if any Supplied Securities (or Equivalent Securities) are not delivered to the Supplier on the due date or the Recipient otherwise fails to comply with its obligations under this Agreement or with respect to a Transaction;
- if the Recipient fails to deliver or the Supplier fails to re-deliver Collateral, as the case may be, as required by this Agreement;
- if either Party fails to make any payment in respect of Rights and Distributions as required by a clause 4 of this Agreement
and such default is not cured within two (2) Business Days of notice of such failure;
(el if either Party makes a general assignment for the benefit of creditors, or is unable to pay its debts as they become due, or files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or takes any steps preparatory to (or files a petition) seeking winding up, reorganisation, liquidation, dissolution or the appointment of a liquidator, receiver or administrator or similar relief under any present or hture statute, law or regulation, or seeks, consents to or acquiesces in the appointment of any trustee, receiver, liquidator or administrator of its or any material part of its assets;
- (0 if either Party is suspended or expelled from membership of The Stock Exchange or any other securities exchange or self regulatory organisation or if it is suspended from dealing in securities by any governmental or regulatory authority or agency;
- if either Party ceases or threatens to cease to carry on its business; or
if either Party fails to perform or satisfy when due any other obligation, covenant or condition required to be performed or satisfied by that Party under this Agreement, and such failure is not cured within two (2) Business Days.
11. POSITION WHERE EVENT OF DEFAULT OCCURS
- 11.1 If any of the events specified in Clause 10 occur in relation to either Party, the Party not in default may give notice to the other Party terminating any outstanding Transaction. On receipt of the notice each Party must comply with all of its obligations under this Agreement arising on termination of a Transaction.
- 11.2 If the Recipient fails to comply with all of its obligations arising upon termination pursuant to clause 11.1, then at any time thereafter, without prejudice to any other available remedies which the Supplier may have:
(a) (i) the Supplier shall be entitled (but not obliged) to purchase Equivalent Securities on The Stock Exchange or on any other market dealing in the Supplied Securities and the price paid by the Supplier for such Equivalent Securities (together with any associated costs) shall be an amount due by the Recipient to the Supplier by way of liquidated damages;
OR
(ii) there shall immediately become due to the Supplier as liquidated damages for failure to deliver the Supplied Securities (or Equivalent Securities) a sum equal to the Notional Purchase Cost of all Supplied Securities (as determined by the Supplier) calculated as at that date which is two Business Days after the giving of notice by the Supplier under this clause 11;
the Supplier shall have the power to apply any Collateral in discharge or reduction of any sums due from the Recipient under this Clause or any other provision of this Agreement; and
if the Collateral is less than the amount of the Notional Purchase Cost of the Supplied Securities and all other amounts due to the Supplier under this Agreement, the Recipient shall continue to be liable to the Supplier for the amount of such deficit (together with any interest payable under the terms of this Agreement).
11.3 If the Supplier fails to comply with all of its obligations arising upon termination pursuant to clause 11.1, then at any time thereafter, without prejudice to any other available remedies which the Recipient may have, the Recipient shall be entitled (but not obliged) to sell the Supplied Securities on the Stock Exchange or on or in any other market dealing in the Supplied Securities and shall be released and discharged from its obligations to re-deliver those Supplied Securities or Equivalent Securities.
11.4 If the aggregate of:
- (a) the proceeds received by the Recipient (less any associated cost including stamp duty and brokerage incurred by the Recipient in effecting the sale referred to in clause 11.3); and
- (b) any amount due to the Supplier by the Recipient in respect of any Transaction
is less than the aggregate of:
- (c) the Value of the Collateral as at the date of the sale referred to in clause 11.3 (as determined by the Recipient in the case of Collateral of the type referred to in paragraph (d) of the definition); and
- (dl any amount due to the Recipient by the Supplier in respect of any Transaction,
the amount of the deficiency shall be an amount due by the Supplier to the Recipient by way of liquidated damages. If there is an excess, the amount of the excess together with any Supplied Securities not sold must be paid and delivered by the Recipient to the Supplier.
11.5 Any exercise by either Party of its rights arising under this clause is without prejudice to the rights and remedies of that Party arising under this Agreement or in respect of the Collateral including, without limitation, the right of either Party to prove for an amount by way of daniages in excess of any amount of liquidated damages ascertained in accordance with this Agreement.
12. EFFECT OF TERMINATION
Termination of a Transaction in accordance with the provisions of this Agreement is without prejudice to the rights or remedies of either Party against the other under this Agreement either in respect of the Transaction terminated or any other Transaction. ---..--
13. RIGHT OF SET-OFF
- 13.1 If, whilst any Transaction remains current or upon termination of any Transaction in accordance with this Agreement, an amount is due and owing by the Recipient to the Supplier in respect of a Transaction, the Supplier may, without prior notice to the Recipient, set-off any amount held by it as Collateral for any Transaction against any such outstanding liability of the Recipient to the Supplier. For this purpose the Supplier may retain and apply the full amount of such Collateral in or toward satisfaction of amounts owed by the Recipient to the Supplier in respect of any Transaction.
- 13.2 If, whilst any Transaction remains current or upon termination of any Transaction in accordance with this Agreement, an amount is owing by the Supplier to the Recipient in respect of a Transaction, the Recipient may, without prior notice to the Supplier, set off any amount owed by it to the Supplier under any Transaction against any such outstanding liability of the Supplier to the Recipient.
- 13.3 If either party exercises its rights under this clause it shall advise the other party of the particulars thereof.
- 113.4 The Parties acknowledge and agree that the Transactions and their rights 1 and obligations thereunder and under this Agreement are mutual credits and mutual debts arising out of mutual dealing with each other and that the Transactions are closely connected to one another. I I14. NOTICES I ------'
1
I
i
II13.5 A single or partial exercise of a right, power or remedy by either Party 1 1under this clause 13 will not prevent a further exercise of that or of any Ii other right, power or remedy. i ! /
14.1 All notices issued under this Agreement shall be in writing (including Itelex) and shall be deemed validly delivered if marked to the attention of I one of the authorised persons specified in Schedule 3 of this Agreement I or such other persons as each Party may notify in writing to the other
and left at the addresses or sent to the telex number of the Parties as specified in Schedule 4 of the Agreement. Either Party may nominate additional authorised persons, a new address or telex number by notice to the other Party.
14.2 Each notice or other communication shall be effectiye:- ,
I (a) if given by telex, when the answerback ;code of the recipient is received; and 1
,
I I
I
I
I I
I I
I
(b) if given by delivery in person or by post, bhen delivered to the recipient at its address, i
but if such delivery or receipt is later than ~ljse of Business on a Business Day, it shall be deemed to have been given at the commencement of business on the next such day in that place. I
15. ASSIGNMENT
k* I-&&; '9
Neither the Supplier nor the Recipient may assign or transfer all or any of its rights or obligations under this Agreement of under a Transaction without the prior written consent of the other Party.
16. NON-WAIVER
- 16.1 No failure or delay by the Supplier or the ~eci~ient to exercise any right, power or privilege under this Agreement shall operaFe as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the1 exercise of any right, power or privilege as herein provided. 1
- 16.2 The rights and remedies of the Parties under this Agreement are cumulative and not exclusive of any other rights or; remedies which may be available under any applicable law. I
17. FURTHER ASSURANCES I
Each Party shall sign, execute and deliver all such documents and do all isuch acts as shall be reasonably requested by any other Party to enable the better exercise of their respective rights and the icomplete performance of their respective obligations under this Agreement and to give effect to this Agreement and the Transactions contemplated /by it.
18. CONTINUING OBLIGATIONS
Each indemnity, warranty or covenant in this ~grebment is a continuing indemnity, warranty or covenant, separate and independent from the other obligations and survives termination of this Agree~ent.
19. STAMP DUTY
The Recipient shall pay and indemnifjr the Supplier against all stamp duty (together with any penalties for late payment other than fines and penalties incurred as a result of delay or default by the supplier) and similar charges which may be payable or determined to be payable in connection with the execution, delivery, performance or enforcement of this IAgreement or the transactions contemplated by it.
1 20. CURRENCY CONVERSION
IWhere for the purpose of this Agreement it is necessary to convert any currency into Australian Dollars the calculation shall be made as at such date at the closing wholesale rate of exchange published in the latest I available edition of the Australian Financial Review or such other I mutually &,greed source that quotes the market rates prevailing on the I date in quesqon. I \ ,--
121. LAW AND JUR StU~rr-ION'
IThis Agreement shall be governed by the laws of the State of Victoria, Australia and the Parties submit to the non-exclusive jurisdiction of the ICourts in the State of Victoria in relation to any matter arising in I connection with this Agreement. I
22. TIME
Time shall be of the essence of the Agreement.
CONFIRMATION OF SUPPLY REQUEST
TO: ("the Supplier") Date:
Our Ref: No:
We hereby confirm particulars in respect of the following Supply Request which has been accepted by you pursuant to the Domestic Stock Lending Agreement between us dated [ 1.
Date of Supply Request:
Description of Securities:
Title of Securities:
Quantity of Securities:
Settlement Date:
Description of Collateral:
* Fee Rate/Rebate ate: * Delete whichever is inapplicable
PLEASE TELEPHONE OR TELEX US IMMEDIATELY SHOULD THE PARTICULARS OF THIS CONFIRMATION NOT BE IN ACCORDANCE WITH YOUR UNDERSTANDING. PLEASE SIGN THE ATTACHED DUPLICATE OF THIS CONFIRMATION AND RETURN IT TO US AS SOON AS POSSIBLE.
For: Macquarie Bank Limited For: The Recipient
(See definition of "Loan Value" in clause 1.1)
- If:
- I(a) the value of the Supplied Securities on a particular day (V) is \$1,000,000; l and
- (b) the percentage, being the Collateral Amount (as defined), (M) is 105%;
then the Loan Value (V x M) is:
\$1,000,000 x 105%
namely \$1,050,000.
AUTHORISED PERSON
The Supplier:
The Recipient:
NOTICES
The Supplier: Address:
i
i
I Telex: 1Facsimile:
The Recipient: Address: Level 26 i 20 Bond Street 1 SYDNEY NSW 2000
i Telex: Facsimile: EXECUTED as an agreement on the date first written above.
' SIGNED by
! in tho nr~s~nce nf: rrr vrrv r.. -rv-,---- ---
................................. Signature of witness
Tne & SEAL of NAnW AIJSTWJ~ BANK IDETED was hereunto) affixed (with the )/1 authorit) of the Board o Directo~) in the pre )Supplier. - in the presence
................................. Name of witness (block ) Secretary : ................. letters) ) I1
) ...................................................... ................................. 1 Address of witness )By executing this agreement the b)signatory warrants that the ................................. )signatory is duly authorised to / Occupation of witness )execute this agreement on behalf of the
THE ~!QMNOW SEAL OF MACQVAR~E BANK LIMITED WAS HEREUNTO AFFIXED iN ACCORDANCE WITH THE COMPANY'S ARfiCLES OF ASSOCIATION tN THE PRNMCE OF: n/ldsT
6-
.................................
Signature of witness
O*w WEtSC ................................ Name of witness (block letters)
................................. Address of witness
@A(JIUER ................................. Occupation of witness )By executing this agreement the )signatory warrants that the )signatory is duly authorised to )execute this agreement on behalf of )Macquarie Bank Limited.
) ......................................
NOTE: THE COMMON SEAL OF THE RECIPIENT MUST BE AFFIXED, AND A DIRECTOR AND SECRETARY MUST SIGN AND WITNESS, IRESPECTIVELY.
)
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ANNEXURE 'F'
This is the annexure marked 'F' of 43 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
SECURITIES LOAN AGREEMENT (INTERNATIONAL)
Between
MACQUARIE SECURITIES (USA) INC.
And
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
| DEFINITIONS | PAGE 1 |
|---|---|
| LOAN OF SECURITIES | 4 |
| DELIVERIES AND TREATMENT OF COLLATERAL | 4 |
| DELIVERIES AND TREATMENT OF BORROWED SECURITIES | 6 |
| MARKS TO MARKET; MAINTENANCE OF COLLATERAL | 8 |
| FEES | 10 |
| REPRESENTATIONS OF THE PARTIES | 11 |
| COVENANTS | 12 |
| TERMINATION OF LOAN WITHOUT DEFAULT | 13 |
| EVENTS OF DEFAULT | 14 |
| LENDER'S REMEDIES ON BORROWER'S DEFAULT | 15 |
| BORROWER'S REMEDIES ON LENDER'S DEFAULT | 16 |
| RESERVED | 17 |
| INDEMNIFICATION | 17 |
| WAIVER | 17 |
| APPENDICES | 17 |
| CURRENCY CONVERSION | 17 |
| CONTINUING AGREEMENT; TERMINATION | 18 |
| NOTICES | 18 |
| SECURITIES CONTRACTS | 19 |
| LENDER'S AGENTS | 19 |
| SUPERSEDING AGREEMENT | 19 |
| ASSIGNMENTS | 19 |
| GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS | 19 |
| SEVERABILITY | 20 |
| MODIFICATION | 20 |
SECURITIES LOAN AGREEMENT (International)
&- Agreement dated the day of &&&I&, 20gbetween Macquarie Securities (USA) Inc., a registered broker-dealer, registered government securities dealer, or a bank ("Borrower") and STATE STREET BANK AND TRUST COMPANY of Boston, Massachusetts, a Massachusetts trust company ("Lender"), acting in its capacity as trustee, custodian, or agent for various employee benefit plans, endowment funds, custodial accounts, and other clients (the "Clients"), setting forth the terms and conditions under which Lender, from time to time and on behalf of the Clients, may lend certain securities to Borrower, against the receipt of Collateral.
Certain capitalized terms used herein are defined as follows:
a. The term "Affiliate" of another person includes: (i) any person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with another person; (ii) any officer, director, or partner, employee or relative (as defined in Section 3(15) of ERISA) of such other person; and (iii) any corporation or partnership of which such other person is an officer, director or partner. For purposes of this definition the term "control" means the power to exercise a controlling influence over the management or policies of a person other than an individual.
b. "Applicable Appendix", with respect to any Loan, means the Appendix executed by the parties pursuant to Section 15 that relates to such Loan. Any Applicable Appendix shall be incorporated by reference into, and deemed to be a part of, this Agreement as if set forth in full herein.
c. "Bank" means an institution which is a bank within the meaning of Section 3(a)(6)(A)-(C) of the Exchange Act.
d. "Borrowed Security" means any security which is delivered as a Loan hereunder, until such security is redelivered to lender or until such security is replaced by purchase, except that, if any new or different security shall be exchanged for any Borrowed Security by recapitalization, merger, consolidation or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Borrowed Security in substitution for the former Borrowed Security for which such exchange was made. For purposes of the return of Borrowed Securities by Borrower pursuant to Section 8 or the purchase of securities pursuant to Section 10 or 11 hereunder, such term shall include securities of the same issuer, class, and quantity as the Borrowed Securities, as adjusted pursuant to the preceding sentence.
e. "Broker" means an entity registered as a broker-dealer under the Exchange Act.
f. "Clearing Organization" means any clearing agency for the transfer of securities, the use of which is agreed to by the parties in the Applicable Appendix.
g. "Collateral" means, whether now owned or hereafter acquired, that collateral delivered to Lender pursuant to Section 2 or 4, all accounts in which such collateral is deposited and all securities and the like in which all cash Collateral is invested or reinvested, or in which Lender is otherwise granted a security interest pursuant to this Agreement, including, without limitation, any deposit accounts maintained by Borrower at Lender. "Cash Collateral" means Collateral in the liwhl currency of the collateral Location, or such other currency as is specified in the Applicable Appendix. "Non-cash Collateral" means Collateral other than Cash Collateral.
h. "Collateral Location" is that location as agreed to by the parties, where the transfer of Collateral with respect to a Loan is to occur.
i. "Collateral Transfer Day" shall mean each business day (based on the time of the Collateral Location) on which the office of Lender (or, if applicable, Lender's Agent) at the Collateral Location can receive or make a transfer of Collateral. The Collateral Transfer Day that "next precedes" a Securities Trading Day is the first Collateral Transfer Day that begins prior to the beginning of such Securities Trading Day and so on as the case may be. The Collateral Transfer Day that "next follows" a Securities Trading Day is the first Collateral Transfer Day that begins after the beginning of such Securities Trading Day and so on as the case may be.
- j. "Collateral Value" means:
- (i) with respect to Collateral that is cash, the amount thereof;
- (ii) with respect to Collateral consisting securities, the Market Value thereof; and
- (iii) with respect to Collateral consisting of Letters of Credit, the Permitted Amount thereunder.
k. "Default Rate" means the Prime Rate, unless a different rate is specified in the Applicable Appendix. "Prime Rate" shall mean the prime rate as quoted in the Wall Street Journal, New York Edition, for the day preceding the date on which such determination is made. If more than one rate is so quoted, the Prime Rate shall be the average of the rates so quoted.
- "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
m. "ERISA Plan" means any employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, or any entity whose underlying assets are considered to be the assets of such a plan or plans, under applicable laws and regulations.
n. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
- "Letter of Credit" means an irrevocable letter of credit issued by a Bank (that is not Borrower or an Affiliate of Borrower and which is acceptable to Lender in its sole discretion).
P. "Loan" shall mean a loan of securities hereunder.
- "Market Value" of a security means the fair market value of such security (including, in the case of any Borrowed Security that is a debt security, the accrued interest on such security), as determined by the independent pricing service designated by Lender, or by such other independent sources as may be selected by Lender on a reasonable basis. The Market Value shall be stated in the currency of the Collateral Location.
r. "Maximum Margin Amount", with respect to any Loan, means one hundred five percent (105%), or such greater percentage that is agreed to by the parties in the Applicable Appendix, multiplied by the Market Value of the Borrowed Securities with respect to such Loan, determined as of the most recent close of business on a Securities Trading Day.
S. "Minimum Margin Amount", with respect to any Loan, means one hundred two percent (102%), or such greater percentage that is agreed to by the parties in the Applicable Appendix, multiplied by the Market Value of the Borrowed Securities with respect to such Loan, determined as of the most recent close of business on a Securities Trading Day.
t. "Permitted Amount" means, with respect to any Letter of Credit at any time, the amount available to be drawn at such time by Lender as beneficiary under such Letter of Credit.
u. "Replacement Value" shall mean the price, including any brokerage or other expenses and accrued interest, at which a like amount of securities identical to the Borrowed Securities could be purchased in the principal market for such securities at the time of the Lender's election under Section 10.1 hereof.
v. "SEC" means the Securities and Exchange Commission.
w. "Securities Trading Day" shall mean each business day (based on the time of the Securities Trading Location) when settlement of securities trades can be made by the office of Lender (or, if applicable, Lender's Agent) in the Securities Trading Location.
x. "Securities Trading Location" means that location, agreed to by the parties, where the transfer of Borrowed Securities with respect to a Loan is to occur.
Y. "U.S. Security" means a security issued or guaranteed by the United States government or any of its agencies.
Borrower and Lender as the parties hereto agree as follows:
1. Loan of Securities.
1.1 Upon request of Borrower, Lender may, from time to time, in its discretion and on behalf of the Clients, lend securities to Borrower against the receipt of collateral delivered by Borrower. Subject to the terms and conditions of this Agreement, Borrower and Lender shall agree on the terms of each Loan, including the identity and amount of the securities to be lent and the method and location of their delivery, the basis of compensation, the type and amount of Collateral to be delivered by Borrower, and the method and location of its delivery. Such terms may be amended during the period of the Loan only by mutual agreement of the parties hereto.
1.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender's records pertaining to such Loans maintained by Lender in the regular course of its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions. Borrower's failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be Borrower's admission of the accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby. The foregoing shall not be construed to prevent the parties hereto from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements.
1.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan occurs, a Loan hereunder shall not occur until the Borrowed Securities and the Collateral therefor are delivered. If, on any Collateral Transfer Day, Borrower delivers Collateral, as provided in Section 2.1 hereunder, and Lender does not deliver the Borrowed Securities by the close of the Securities Trading Day specified by the parties as the date for transfer of the securities to be loaned, Borrower shall have the absolute right to the prompt return of the Collateral.
2. Deliveries and Treatment of Collateral.
2.1 No later than the Collateral Transfer Day that is coincident with or next precedes the Securities Trading Day upon which Borrowed Securities are to be transferred to Borrower as a Loan (unless otherwise agreed in the Applicable Appendix), Borrower shall deliver to Lender Collateral with a Collateral Value not less than the Minimum Margin Amount. Except as specified below, the Collateral shall be delivered by such one or more of the following methods as are agreed to by the parties pursuant to Section 1.1 :
(a) Borrower transferring funds by wire;
(b) Borrower delivering to Lender an irrevocable Letter of Credit, issued by a Bank that is not Borrower or an Affiliate of Borrower and which is acceptable to Lender in its sole discretion;
(c) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender at the Federal Reserve Bank of Boston;
(d) Borrower delivering U.S. dollars to Lender's account at the Federal Reserve Bank of Boston; and/or
(e) Borrower delivering Non-cash Collateral through any Clearing Organization agreed to by the parties.
(f) Borrower may also deliver Collateral through any other methods agreed to by the parties.
2.2 The Collateral delivered by Borrower to Lender, as adjusted pursuant to Section 4 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to Lender hereunder and under any other securities loan agreement between Lender and Borrower, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants Lender a continuing first security interest in, and a lien upon, the Collateral. Such first security interest shall attach upon the delivery of the Collateral to Lender, shall survive the termination of this Agreement, and shall cease only upon the redelivery of the Collateral to Borrower subsequent to the return of the Borrowed Securities to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts.
2.3 It is understood that Lender may use or invest any Cash Collateral delivered to Lender pursuant to Section 2.l(a),(d) or (f). Such use or investment shall be at Lender's risk and, subject to the payment of an agreed rebate fee to Borrower pursuant to Section 5.2, Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, Lender may not sell, pledge, repledge, hypothecate, rehypothecate, lend or relend any Non-cash Collateral (provided, however, that if Borrower delivers Collateral through a Clearing Organization, Borrower acknowledges that such Collateral shall be subject to the rules of such Clearing Organization). However, Lender may commingle and hold Non-cash Collateral in bulk.
2.4 Borrower shall be entitled to receive all distributions made on or in respect of Non-cash Collateral, the payment dates for which are during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender; Provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by Lender or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under this section shall be paid in the same currency as such distribution is paid by the issuer (unless otherwise specified in the Applicable Appendix), by Lender to Borrower forthwith upon receipt by Lender, so long as Borrower is not in Default at the time of such receipt.
2.5 With the approval of Lender, Borrower may at any time substitute for any securities held by Lender as Collateral for the Borrowed Securities other Collateral with respect
to the Borrowed Securities of equal current Market Value to the securities for which they are to be substituted. Prior to the maturity of any debt security that is delivered to the Lender as Collateral, the Borrower shall replace such security with other Collateral acceptable to Lender and of equal current Market Value to the debt security for which it is to be substituted. Substitute Collateral shall be considered Collateral for all purposes under this Agreement.
2.6 The Borrower irrevocably appoints Lender to be the attorney of the Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to realize any Collateral which has been delivered to it pursuant to this Agreement or to transfer or cause to be transferred the legal title to such Collateral to Lender or any transferee of the Collateral nominated by Lender.
2.7 As further security for the due and punctual performance by Borrower of any and all of its obligations to Lender hereunder or under any other securities loan agreement between Borrower and Lender, Borrower hereby grants and transfers to Lender a lien upon and a security interest in any and all property (together with the proceeds thereof) in which the Borrower at any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender or otherwise at any time is in the possession or under the control or recorded on the books of the Lender, whether expressly as Collateral or for safekeeping or for any other or different purpose, including (without limitation) Collateral delivered as security under any other securities loan agreement between Lender and Borrower and any property which may be in transit by mail or carrier for any purpose, or converted or affected by any documents in the Lender's possession.
3. Deliveries and Treatment of Borrowed Securities.
3.1 ARer Borrower has delivered Collateral as described in Section 2, Lender shall, on the Securities Trading Day agreed to by the parties, deliver the Borrowed Securities to Borrower by one of the following methods, as agreed by the parties pursuant to Section 1 .l:
(a) by delivering to Borrower certificates representing the Borrowed Securities together with such transfer documents as are customary for such securities;
@) by causing the Borrowed Securities to be credited to Borrower's account at a Clearing Organization as agreed to by the parties in the Applicable Appendix, and such crediting and debiting shall result in receipt by Borrower and Lender of a Clearing Organization notice, which shall constitute a schedule of the Borrowed Securities; or
(c) by any other method customary for the delivery of securities at the Securities Trading Location and agreed to by the parties in the Applicable Appendix.
3.2 Except as provided in Section 3.3, Borrower shall exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to Lender in accordance with the terms hereof.
3.3 Lender shall be entitled to receive all distributions, rights, fees or any other benefits (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Loan and which are not otherwise received by Lender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to Borrower, including, but not limited to:
- (a) all cash dividends;
- (b) all other distributions of cash or property;
- (c) stock dividends and bonus issues;
(d) securities received as a result of split-ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof;
(e) interest payments;
(0 in the case of a rights issue, the Borrowed Securities together with the securities allotted thereon;
(g) in the case of redemptions, a sum of money equivalent to the proceeds of redemption;
(h) any rights relating to conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event the Lender may, within a reasonable time before the latest time for the exercise of the right or option give written notice to the Borrower that on redelivery of securities it wishes to receive redelivered Borrowed Securities in such form as if the right is exercised or, in the case of a right which may be exercised in more than one manner, is specified in such written notice.
(i) in the case of a capitalized issue, the Borrowed Securities together with the securities allotted by way of a bonus thereon;
('j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and
(k) all rights to purchase additional securities.
Unless otherwise specified in the Applicable Appendix, cash dividends and other distributions shall be paid gross of any withholding taxes, and, unless otherwise specified in the Applicable Appendix, each cash distribution shall be paid to Lender in the same currency that the issuer of the Borrowed Security makes such distribution. Any cash distributions and non-cash
distributions (other than those in the nature of stock splits or stock dividends) made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this section shall be paid to Lender by Borrower on payable, maturity, or redemption date. Non-cash distributions which are in the nature of stock splits, stock dividends, or bonus issues and which are received by Borrower shall be added to the Borrowed Securities and shall be considered such for all purposes, except that if the Borrowed Securities have been returned to Lender or if Borrower is in Default hereunder, Borrower shall forthwith deliver any such non-cash distributions to Lender.
3.4 As provided above, the Agreement requires that the Borrower either: (i) redeliver the Borrowed Securities in time to allow the respective Clients to participate in rights, fees or other benefits which attach to the Borrowed Securities as described in this Section 3; or (ii) exercise such rights, fees or other benefits as directed by Lender. Furthermore, in the event a reregistration process is necessary in order to transfer such rights, fees or other benefits, and a Loan is terminated prior to the applicable record/payable date but not sufficiently prior to the recordlpayable date to enable Lender to re-register the Borrowed Securities in its own name, Borrower is to forward, and/or act on Lender's behalf in accordance with Lender's instructions with respect to, all rights, fees and other benefits on the Borrowed Securities.
3.5 With respect to Section 3.3(k) hereof, Lender may, at its sole option, (A) direct Borrower to purchase additional securities or (B) terminate the Loan of specified securities so that Lender may exercise its purchase rights. In the case of option (A) under the next preceding sentence, Borrower may elect either (i) to retain such additional securities as part of its Loan, in which case Lender and Borrower shall make such arrangements as are necessary to provide that Borrower has adequate funds to purchase such additional securities and that the Loan of such additional securities is collateralized as required by Section 2; or, (ii) to deliver such additional securities to Lender (on the date specified by Lender). In the case of option (B) under the second preceding sentence, the applicable provisions of this Agreement regarding terminations of Loans shall apply.
4. Marks to Market; Maintenance of Collateral.
4.1 Borrower shall daily mark to market any Loans hereunder and in the event that at the opening of business on any Collateral Transfer Day, the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than the Minimum Margin Amount, Borrower shall deliver to Lender additional Collateral by the close of such Collateral Transfer Day, so that the Collateral Value of such additional Collateral, when added to Collateral Value previously delivered with respect to such Loan, shall equal at least the Minimum Margin Amount.
4.2 In the event that as of the opening of business on any Collateral Transfer Day, the Collateral Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than the Minimum Margin Amount, Lender may, by oral notice to Borrower on such Collateral Transfer Day, demand that Borrower deliver to Lender additional Collateral so that the Collateral Value of such additional Collateral, when added to the Market
Value of the Collateral previously delivered with respect to such Loan, shall equal at least the Minimum Margin Amount.
4.3 In the event that as of the opening of business on any Collateral Transfer Day, the Collateral Value of all the Collateral delivered hereunder by Borrower to Lender with respect to any Loan shall be greater than the Maximum Margin Amount, Borrower may, by oral notice to Lender on such Collateral Transfer Day, demand that Lender redeliver to Borrower such amount of Collateral as may be selected by Borrower, so long as the Collateral Value of the remaining Collateral equals at least the Minimum Margin Amount.
4.4 Collateral required to be delivered pursuant to Section 4.1,4.2, or 4.3 shall be delivered by a method described in Section 2.1, as agreed to by the parties pursuant to Section 1.1 ; provided that:
(a) when Collateral is to be redelivered to Borrower, the return of Collateral delivered under 2.1 @) shall mean the appropriate reduction of the permitted amount under the Letter of Credit; and
@) the return of Collateral pursuant to Section 2.l(c), (d) or (e) shall mean delivery to the appropriate account of Borrower.
4.5 The timing of the delivery of Collateral in response to a notice and demand made pursuant to Section 4.2 or 4.3 shall be as follows:
(a) If the Collateral Location is in the United States: (i) such delivery is to be made by 2:00 p.m. (Boston time) of such Collateral Transfer Day if such notice is given by 11 :00 a.m. (Boston time); and (ii) if such notice is given after 11:OO a.m. (Boston time) on such Collateral Transfer Day, such delivery is to be made by 2:00 p.m. (Boston time) of the next Collateral Transfer Day, unless (A) such notice has been superseded by a proper demand made pursuant to Section 4.2 or Section 4.3 given before 1l:OO a.m. (Boston time) of that next Collateral Transfer Day, or (B) additional Collateral is required to be delivered on that next Collateral Transfer Day pursuant to Section 4.1.
@) If the Collateral Location is not in the United States: (i) such delivery shall be made not later than a time on such Collateral Transfer Day specified in the Applicable Appendix (the "Delivery Deadline") if such notice is given prior to a time (the "Notice Deadline") that is specified in the Applicable Appendix, or (ii) if such notice is not given prior to such Notice Deadline (or if no Notice Deadline has been specified) such delivery is to be made by the Delivery Deadline on the next Collateral Transfer Day, unless (A) such notice has been superseded by a proper demand made pursuant to Section 4.2 or 4.3 given before the Notice Deadline (if applicable) of that next Collateral Transfer Day or (B) additional Collateral is required to be delivered pursuant to Section 4.1.
5.1 When the agreement to lend securities is made, Borrower and Lender shall agree on the basis of compensation to be paid in respect of the Loan.
5.2 To the extent that a Loan of Borrowed Securities is collateralized by Cash Collateral, the parties may agree that Lender's compensation shall consist of the right to use and invest such Cash Collateral, and that, in consideration for such right to use and invest Cash Collateral, Lender will pay Borrower a loan rebate fee computed for each such Loan and based on the amount of Cash Collateral delivered with respect to such Loan. The amount of such loan rebate fee shall be computed daily from the first Collateral Transfer Day that Cash Collateral is delivered to Lender. Computation of such loan rebate fee shall be made daily, through and including the earliest of: (i) the Collateral Transfer Day next preceding the Collateral Transfer Day such Cash Collateral is returned to Borrower; (ii) the date of a Default by Borrower; and (iii) the date Lender gives notice of termination pursuant to Section 8.2, provided that the parties may mutually agree that a loan rebate fee will be paid for all or an agreed upon number of days after such notice is given (but in no event for a period beyond the earliest of the dates described in clauses (i) and (ii) of this sentence). Such loan rebate fee shall be payable in the currency of the Collateral Location (unless otherwise specified in the Applicable Appendix) (i) in the case of corporate securities, before the tenth Collateral Transfer Day following the rendering of a correct invoice by Borrower and (ii) in the case of government securities, upon the date the Borrowed Securities are returned to the Lender upon termination of the Loan, so long as in either case, as applicable, Borrower is not in Default at the time such payment is due.
5.3 To the extent that a Loan of Borrowed Securities is collateralized by Non-cash Collateral, the parties may agree that Borrower shall pay to Lender a loan premium based on the par value or Market Value, as the parties may agree, of any Borrowed Securities that are debt securities and the Market Value assigned to any Borrowed Securities that are equity securities, at the time the Loan is made, as adjusted by any daily marks to market processed subsequently. The amount of such loan premium shall be computed daily from the first Securities Trading Day that the Borrowed Securities are delivered to Borrower, through and including the date next preceding the Securities Trading Day that securities identical to the Borrowed Securities are returned to Lender pursuant to Section 8 or the date that Lender makes a purchase of securities or an election to treat the Borrowed Securities as sold pursuant to Section 10.1.. Any fee payable by Borrower hereunder shall be payable in the currency of the Securities Trading Location (unless otherwise specified in the Applicable Appendix) upon the earliest of the following:
(a) the seventh Securities Trading Day of the calendar month following the month in which the fee was incurred;
- (b) immediately, in the event of a Default hereunder by Borrower; or
- (c) the date this Agreement is terminated.
6. Representations of the Parties.
The parties hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder;
6.1 Each party hereto represents and warrants that:
(a) it has the power to execute and deliver this Agreement, to enter into the Loans contemplated hereby, and to perform its obligations hereunder;
(b) it has taken all necessary action to authorize such execution, delivery, and performance; and
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it (in the case of Lender, in its capacity as trustee, custodian or agent of the Clients).
6.2 Each party hereto represents and warrants that the execution, delivery and performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations.
6.3 Each party hereto represents and warrants that it has made its own determination as to the tax treatment of any dividends, remuneration, or other funds received hereunder.
6.4 Borrower represents and warrants that it is an entity duly organized and validly existing under the laws of the jurisdiction of its organization, and that it has, or will have at the time of delivery of any Collateral, the right to grant a first security interest therein subject to the terms and conditions hereof.
6.5 Borrower represents that the statements provided to Lender pursuant to Section 7.1 fairly represent its financial condition and the financial condition of any parent company as of the date of such statements, and that there has been no material adverse change in its financial condition or the financial condition of any parent company since that date that has not been disclosed in writing to Lender. Each request by Borrower for a Loan shall constitute a present representation:
(a) that there has been no material adverse change in Borrower's financial condition or in the financial condition of any parent company that has not been disclosed in writing to Lender, since the date of the most recent statements furnished to Lender pursuant to Section 7.1 ; and
(b) if Borrower is a Broker, that, as of the date of such request for a Loan, Borrower is in compliance with Rule 15c3-1 of the SEC under the Exchange Act.
6.6 To the extent that Lender has provided Borrower with written statements identifying any of its Clients as ERISA Plans, each request by Borrower for a Loan shall constitute a present representation that, except as disclosed in writing by Borrower to Lender:
(a) if Borrower is not a Broker or a Bank, that Borrower is not a "party in interest" (within the meaning of Section 3(14) of ERISA) or a "disqualified person" (within the meaning of Section 4975(e)(2) of the Internal Revenue Code of 1986, as amended), with respect to any such ERISA Plan, except as Borrower has specifically disclosed to Lender in writing; or
(b) if Borrower is a Broker or Bank, neither Borrower nor any Affiliate of Borrower has discretionary authority or control with respect to the assets of, or renders investment advice [within the meaning of 29 C.F.R. Section 2510.3-21(c)] with respect to, any assets of any such ERISA Plan, except as Borrower has specifically disclosed to Lender in writing.
6.7 [S] Lender represents and warrants:
(a) that it is a trust company duly organized and validly existing under the laws of the Commonwealth of Massachusetts; and
(b) that it has, or will have at the time of delivery of any Borrowed Securities, the authority to deliver, on behalf of its Client(s), the Borrowed Securities subject to the terms and conditions hereof.
7. Covenants.
7.1 The following covenants are made with respect to financial information regarding the Borrower:
(a) If Borrower is not a Broker. it covenants as follows: U~on execution of \, this Agreement, Borrower shall deliver to the ~ender Borrower's and any parent company's most recent available financial information, including (without limitation) the most recent available -. audited and unaudited statements of Borrower's and any parent company's financial condition that Borrower or such parent company is required to provide to any governmental agency or self regulatory body. As long as any Loan is outstanding under this Agreement, Borrower will promptly deliver to Lender all such financial information that is subsequently available, and any other financial information or statements that Lender may reasonably request.
(b) If Borrower is a Broker, it covenants as follows: Upon execution of this Agreement, Borrower shall deliver to Lender Borrower's and Borrower's parent company's most recent statements required to be furnished to Borrower's or Borrower's parent company's customers by Rule 17a-5(c) and (d) of the SEC under the Exchange Act. As long as any Loan is
outstanding under this Agreement, Borrower shall promptly deliver to Lender all such statements subsequently required to be furnished to Borrower's customers or Borrower's parent company's - . . customers by such Rule. Upon execution of this Agreement, Borrower shall also deliver to Lender Borrower's and any parent company's most recent financial information otherwise available to its shareholders, the SEC, or the public, as the case may be including (without limitation) the most recent available audited and unaudited statements of Borrower's or any parent company's financial condition and any report or notice required by Rules 17a-5(a)(2)(i) and (ii) and 17a-11 of the SEC under the Exchange Act. As long as any Loan is outstanding under this Agreement, Borrower will promptly deliver to the Lender all such financial information that is subsequently available, and any other financial information or statements that Lender may reasonably request.
7.2 Borrower agrees to be liable as principal with respect to its obligations hereunder.
7.3 Borrower agrees to cause every Letter of Credit delivered by it and constituting Collateral hereunder to be renewed or replaced by Collateral (including, without limitation, a renewal or replacement Letter of Credit) satisfactory to Lender at least three Boston business days prior to the scheduled expiration date of such Letter of Credit or at any time in the event that Lender otherwise determines that such Letter of Credit shall no longer constitute Collateral.
7.4 The Borrower covenants that it shall ensure that this Agreement and all instruments of transfer of any Securities provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation.
7.5 The Borrower covenants that at all times it shall ensure compliance with those provisions of applicable law concerning the taxation of securities lending arrangements so that Lender does not incur any unnecessary tax or capital gains tax (other than income tax in respect of fees payable under this Agreement) arising out of the provision of Borrowed Securities to the Borrower and the return to Lender of Borrowed Securities.
8. Termination of Loan without Default.
8.1 Borrower may cause the termination of a Loan, at any time, by returning the Borrowed Securities to Lender.
8.2 Lender may cause the termination of a Loan by giving notice of termination of such Loan to Borrower prior to the close of business on any Securities Trading Day. Upon such notice, Borrower shall deliver Borrowed Securities to Lender no later than the earlier of:
(a) the end of the customary delivery period for such securities; or
(b) except as otherwise agreed in the Applicable Appendix, the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first
Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given.
8.3 Borrower's delivery of the Borrowed Securities to Lender pursuant to Section 8.1 or 8.2 shall be made by a method permitted under Section 3.1. No later than the close of the Collateral Transfer Day that next follows the Securities Trading Day upon which Borrower so returns the Borrowed Securities to Lender, Lender shall redeliver the Collateral with respect to such loan (as adjusted pursuant to Section 4) to Borrower. If the Collateral is a Letter of Credit, the return of the Borrowed Securities shall be considered final settlement payment.
9. Events of Default.
9.1 All references to "Lender" in this Agreement shall be construed to reflect that each Client shall have, in connection with any Loan or Loans entered into by Lender as agent on its behalf, the rights, responsibilities, privileges and obligations of a "Lender" directly entering into such Loan or Loans with Borrower under the Agreement. Both Lender and its Client shall be deemed "parties" to this Agreement such that all references to Lender in this Agreement shall be deemed to include references to each Client; provided, however, a Default by Lender andlor Client with respect to a loan or loans on behalf of one Client shall be an event of Default by that Client and the Borrower may not treat all other loans between Borrower and Lender (on behalf of non-defaulting Clients) as being in Default.
9.2 In the event: (i) Borrower and Lender enter into other securities loan agreements as well as this Agreement (to govern, for example, borrowing different security types), and (ii) Borrower defaults under this Agreement or under any other securities loan agreement with Lender, the default under that one agreement would be considered an event of default under all securities loan agreements between Borrower and Lender. Borrower acknowledges that should it default under this or any of its other securities loan agreements with Lender, a surplus of collateral under one loan to Borrower under one securities loan agreement may be applied to another loan to Borrower under another securities loan agreement. Borrower further acknowledges that such cross collateralization applies to loans from all Clients to Borrower so that in the event of default, collateral from an overcollateralized loan from one Client may be applied to an undercollateralized loan from another Client.
9.3 All Loans between Borrower and Lender may (at the option of the non-defaulting party, exercised by notice to the defaulting party) be terminated immediately upon the occurrence of any one or more of the following events (individually, a "Default"):
(a) if either party fails to return Borrowed Securities or Collateral as required by Section 8 hereof;
@) if either party fails to deliver or return Collateral, as required by Section 4 hereof, or if Borrower shall fail to comply with the terms of Section 2.5 or 7.3 hereof;
(c) if Borrower fails to comply with the requirements of Section 3.3 hereof and such failure is not cured within one Securities Trading Day of notice of such failure to Borrower;
(d) if either party or any parent company of the Borrower makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due, or files or becomes subject to a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or files or becomes subject to a petition seeking reorganization, liquidation, dissolution, or similar relief under any present or future law or regulation, or seeks, consents to or acquiesces in the appointment of any trustee, receiver, or liquidator of it or any material part of its properties;
(e) if Borrower is suspended or expelled from membership or participation in the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, or any other securities exchange or securities association, or if it is suspended fiom dealing in securities by the SEC or any other governmental or self-regulatory body, or if its authority to deal in securities is suspended or revoked under any applicable law or regulation;
(f) if Borrower or Lender has its license, charter, or other authorization necessary to conduct a material portion of its business withdrawn, suspended or revoked by any applicable government or any agency thereof;
(g) if it is found that the Borrower has made a material misrepresentation of its financial condition or of the financial condition of any parent company;
(h) if Borrower breaches any covenants, representations, or agreements herein, or if Borrower or any parent company of the Borrower breaches the terms of any other securities loan, repurchase, or foreign exchange, or similar capital markets agreements or agreements related thereto between Borrower or such parent company and Lender or any entity affiliated with Lender; or
(i) if a final judgment for the payment of money shall be rendered against Borrower and such judgment shall not have been discharged or its execution stayed pending appeal within sixty days of entry or such judgment shall not have been discharged within sixty days of expiration of any such stay.
10. Lender's Remedies on Borrower's Default.
10.1 In the event of any Default by Borrower under Section 9 hereof, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), at its option:
(a) to purchase securities of the same type as the Borrowed Securities in any market for such securities; or
(b) to elect to treat the Borrowed Securities as having been purchased by Borrower at a purchase price equal to the Replacement Value. Lender may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under this Agreement, including (without limitation) Sections 3 and 5 hereof. In such event, Borrower's obligation to return the Borrowed Securities shall terminate. Borrower shall be liable to Lender for the cost of funds (at the Default Rate) which Lender must advance to purchase such Securities during any stay on the application of the Collateral (whether such stay is automatic or imposed by a court or any other governmental agency).
10.2 In the event such purchase price or Replacement Value exceeds the amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts at the Default Rate, as it fluctuates from day to day, payable on demand from the date of such purchase or election until the date of payment of such excess. Lender shall have, as security for Borrower's obligation to pay such excess, a first security interest in or right of setoff against any property of Borrower then held by Lender (in any capacity) and any other amount payable by Lender (in any capacity) to Borrower including, without limitation, any property of Borrower then held by Lender under any other securities loan agreement between Borrower and Lender. The purchase price of securities purchased under this Section 10 shall include brokers' fees, taxes and commissions and all other reasonable costs, fees, and expenses related to such purchase. Upon the satisfaction of all of Borrower's obligations hereunder, any remaining Collateral shall be returned to Borrower.
10.3 If Borrower is a Broker, the following statement applies: Without waiving any rights given to Lender hereunder, it is understood that the provisions of the Securities Investor Protection Act of 1970 may not protect Lender with respect to Borrowed Securities hereunder and that, therefore, the Collateral delivered to Lender may constitute the only source of satisfaction of Borrower's obligations in the event Borrower fails to return the Borrowed Securities.
10.4 The Lender shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and the Lender may in its discretion at any time relinquish its rights hereunder as to particular property, in each case without thereby affecting or invalidating its rights hereunder as to all or any other property securing or purporting to secure the Loans.
11. Borrower's Remedies on Lender's Default.
11.1 In the event of any Default by Lender under Section 9 hereof, Borrower shall, except as provided in Section 11.2, have the right to sell an amount of the Borrowed Securities, in the principal market for such securities, that will provide proceeds equal in value to the Collateral Value on the date of Default. In such event, Borrower may retain the proceeds of such sale and Lender's obligation to return the Collateral shall terminate. In the event the sale price received from such securities is less than the Collateral Value on the date of Default, Lender shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder). Upon the satisfaction of all of Lender's obligations hereunder, any remaining Borrowed Securities shall be returned to Lender.
11.2 If Borrower elects to terminate a Loan collateralized by a Letter of Credit upon Default by Lender, Borrower shall return the Borrowed Securities and Lender shall return the Letter of Credit for cancellation.
12. RESERVED
13. Indemnification.
Borrower hereby agrees to indemnify and hold harmless Lender, Lender's agent, each Client, and in the case of a Client that is an employee benefit plan, the sponsor and fiduciaries of such plan, from any and all damages, losses, costs, and expenses (including attorney's fees) that Lender or any such Client, plan sponsor, or plan fiduciary may incur or suffer due to Borrower's Default or other failure to perform its obligations under this Agreement. Borrower further agrees that such indemnity shall apply to any and all costs and expenses, including taxes (including, but not limited to, transfer taxes, stamp duty, financial institutions duty, income tax and capital gains tax) assessed against Lender or its Clients with respect to any transfer hereunder of the Borrowed Securities or Collateral or incurred by Lender or its Clients in respect of this Agreement and any transactions arising out of this Agreement. The right to indemnification under this Section 13 shall survive the termination of any Loan or of this Agreement.
14. Waiver,
The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. All waivers in respect of a Default must be in writing.
15. Appendices.
The parties shall enter into an Appendix to the Agreement with respect to Loans of each specified type of securities to be loaned at a Securities Trading Location and to be secured by specified types of Collateral at a specified Collateral Location. Each such Appendix shall be executed by an authorized representative of each party and shall be substantially in the same form as Exhibit 1 attached hereto. Each Appendix shall be considered a part of this Agreement and may be modified only as provided in Section 25.
16. Currency Conversion.
If it is necessary to convert from a value under one currency to any other currency for any purpose hereunder, the exchange rate used shall be based on the rate most recently announced, prior to the time such conversion is actually made, by the Federal Reserve Bank of New York pursuant to its authority under Section 522 of the Tariff Act of 1930, as amended, unless a different rate is specified in the Applicable Appendix.
17. Continuing Agreement; Termination.
It is the intention of the parties hereto that, subject to the termination provisions set forth herein, this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made by Lender to Borrower except for Loans where the Securities Trading Location is in the United States. Borrower and Lender may each at any time terminate this Agreement upon five Securities Trading Days' written notice to the other to that effect. The sole effect of any such termination of this Agreement will be that, following such termination, no further Loans by Lender shall be made or considered made hereunder, but the provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided.
18. Notices.
Except as otherwise specifically provided herein, notices under this Agreement may be made orally, in writing, or by any other means mutually acceptable to the parties. If in writing, a notice shall be sufficient if delivered to the party entitled to receive such notices at the following addresses:
| If to Borrower: | Macquarie Securities (USA) Inc. 125 West 558th Street New York, NY 10019 Attn: Clare Hegarty, Legal Dept |
|---|---|
| If to Lender: | State Street Bank and Trust Company Securities Finance Division One Lincoln Street, Floor 3 Boston, Massachusetts 021 11 Attention: International Trading Area |
Telephone and facsimile notices shall be sufficient if communicated to the party entitled to receive such notice at the following numbers:
If to the Borrower:
Telephone 442070652547 Facsimile 44 20 7065 2061
If to the Lender:
Telephone (617) 664-2720 Facsimile (617) 644-2685
The parties shall promptly notify each other in writing of any change of address, addressee, telephone number or facsimile number. Lender shall consider Borrower's address, addressee, telephone number and facsimile number correct unless Borrower notifies Lender in writing otherwise.
19. Securities Contracts.
Each party hereto agrees that this Agreement and the Loans made hereunder shall be "securities contracts" for purposes of the Bankruptcy Code of 1978,ll U.S.C. Sections 101- 1330, as amended, and any bankruptcy proceeding thereunder.
20. Lender's Agents.
Whenever this Agreement requires Lender to deliver securities or Collateral to Borrower, entitles Lender to receive securities or Collateral from Borrower, or requires or entitles Lender to perform other functions, such functions may be performed by such agent of Lender as Lender may designate in a written notice to Borrower.
21. Superseding Ameement.
This Agreement supersedes any other agreement between the parties concerning loans of securities between the parties hereto at any Securities Trading Location agreed to by the parties.
This Agreement shall not be assigned by either party without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.
23. Governing Law, Jurisdiction, Service of Process
This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints (Massachusetts person) as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the
mailing of copies of such process to Borrower at its address specified in Section 18 hereof. Borrower agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
24. Severabilitv.
The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.
25. Modification.
This Agreement shall not be modified, except by an instrument in writing signed by the parties hereto.
BORROWER: MACQUARIE SECURITIES (USA) INC. Name %WB. fld\ih] Title /G I I-Z~LLQtp-LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian, or agent of the Clients Name BY
Title
EXHIBIT 1
APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the day of (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and BORROWER NAME ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities:
Securities Trading Location:
Clearing Organization (if applicable):
- (a) for purposes of the transfer of Non-Cash Collateral (see Section 2.1(f)):
- (b) for purposes of the transfer of Borrowed Securities (see Section 3.l(b)):
Collateral Location:
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred eight percent (108%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties, |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars or such other currency as agreed to between the parties. |
| Section 8.2(b) is hereby amended to read as follows: |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing a nationally recognized pricing service. |
DATED this - - day of ,200 '
| BORROWER: | EXHIBIT - DO NOT SIGN HERE |
|---|---|
| Name: | |
| By: | |
| Title: | |
| LENDER: | STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients |
| Name: | |
| By: | |
| Title: |
SECURITIES LOAN AGREEMENT
(United States Securities other than United States Government Securities)
Between
MACQUARIE SECURITIES (USA) INC.
And
STATE STREET BANK AND TRUST COMPANY
| TABLE OF CONTENTS DEFINITIONS |
|
|---|---|
| LOANS OF SECURITIES | |
| DELNERIES AND TREATMENT OF COLLATERAL | |
| DELNERIES AND TREATMENT OF BORROWED SECURITIES | |
| MARKS TO MARKET; MAINTENANCE OF COLLATERAL | |
| FEES | |
| REPRESENTATIONS OF THE PARTIES | |
| COVENANTS | |
| TERMINATION OF THE LOAN WITHOUT DEFAULT | |
| EVENTS OF DEFAULT | |
| LENDER'S REMEDIES ON BORROWER'S DEFAULT | |
| BORROWER'S REMEDIES ON LENDER'S DEFAULT | |
| RESERVED | |
| ~EMNIFICATION | |
| WAIVER | |
| CONTINUING AGREEMENT; TERMINATION | |
| NOTICES | |
| TIME | |
| SECURITIES CONTRACTS | |
| SUPERSEDING AGREEMENT | |
| ASSIGNMENTS | |
| GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS | |
| SEVERABILITY | |
| MODIFICATION |
SECURITIES LOAN AGREEMENT
(United States Securities other than United States Government Securities)
tr, Agreement dated the & day of 200Tbetween Macquarie Securities (USA) Inc., a registered broker-dealer or a bank ("Borrower"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company ("Lender"), acting in its capacity as trustee, custodian, or agent for various employee benefit plans, endowment funds, custodial accounts, and other clients (the "Clients"), setting forth the terms and conditions under which Lender, from time to time and on behalf of the Clients, may lend to Borrower, against the receipt of Collateral, certain securities (other than U.S. Securities).
Definitions.
For the purposes hereof:
-
"Affiliate" shall mean with respect to another person: (i) any person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such other person; (ii) any officer, director, or partner, employee or relative (as defined in Section 3(15) of ERISA) of such other person; and (iii) any corporation or partnership of which such other person is an officer, director or partner. For purposes of this definition the term "control" means the power to exercise a controlling influence over the management or policies of a person other than an individual.
-
"Borrowed Securities" shall mean any "security" (as defined in the Exchange Act) which is not a U.S. Security and which is delivered as a Loan hereunder, until the Clearing Organization credits the Lender's accounts or the certificate for such security is delivered or otherwise accepted back hereunder or until the security is replaced by purchase, except that, if any new or different security shall be exchanged for any Borrowed Security by recapitalization, merger, consolidation or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Borrowed Security in substitution for the former Borrowed Security for which such exchange was made. For purposes of the return of Borrowed Securities by Borrower pursuant to Section 8 or the purchase of securities pursuant to Sections 10 or 11 hereunder, such term shall include securities of the same issuer, class and quantity as the Borrowed Securities, as adjusted pursuant to the preceding sentence.
-
"Business Day" shall mean any day recognized as a settlement day by the New York Stock Exchange, Inc. and on which Lender is open for business to the public.
-
"Collateral" shall mean, whether now owned or hereafter acquired, (a) that collateral permitted by the SEC under the Exchange Act and delivered to Lender pursuant to Section 3 or 4, and (b) all accounts in which such collateral is deposited and all securities and the like in which all cash collateral is invested or reinvested.
5. "Clearing Organization" shall mean (a) the Depository Trust Company, and/or, if agreed to by the parties hereto, such other clearing agency at which Borrower and Lender (or Lender's agent) maintain accounts, and/or (b) any Federal Reserve Bank which maintains a book-entry system.
-
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
-
"Letter of Credit" shall mean an irrevocable Letter of Credit issued by a Bank (within the meaning of Section 3(a)(6)(A)-(C) of the Exchange Act) that is not the Borrower or an Affiliate of the Borrower, and which is acceptable to Lender in its sole discretion. The Letter of Credit shall provide that payments thereunder shall be made to Lender upon presentation of a statement by Lender to the effect that a Borrower's default has occurred.
-
"Loan" shall mean a loan of securities hereunder.
-
"Margin Percentage" shall mean one hundred and two percent (102%), or such greater percentage as is agreed to by the parties pursuant to Section 1 .l.
-
"Market Value" of a security means the fair market value of such security (including, in the case of any Borrowed Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by Lender, or by such other independent sources as may be selected by Lender on a reasonable basis.
-
"Prime Rate" shall mean the prime rate as quoted in the Wall Street Journal, New York Edition, for the Business Day preceding the date on which such determination is made. If more than one rate is so quoted, the Prime Rate shall be the average of the rates so quoted.
-
"Replacement Value" shall mean the price, including any brokerage or other expenses and accrued interest, at which a like amount of securities identical to the Borrowed Securities could be purchased in the principal market for such securities at the time of the Lender's election under Section 10.1 hereof.
-
"U.S. Security" means a security issued or guaranteed by the United States government or any of its agencies.
Borrower and Lender as the parties hereto agree as follows:
- Loans of Securities.
1.1 Upon request of Borrower, Lender may, from time to time, in its discretion and on behalf of the Clients, lend securities to Borrower against the receipt of Collateral delivered by Borrower. The parties shall agree on the terms of each Loan, including the identity and amount of the securities to be lent, the basis of compensation, and the type and amount of Collateral to be delivered by Borrower (subject to the terms and conditions of this Agreement), which terms may be amended during the period of the Loan only by mutual agreement of the parties hereto.
1.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender's records pertaining to such Loans maintained by Lender in the regular course of its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions. Borrower's failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be Borrower's admission of the accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby.
1.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan occurs, a Loan hereunder shall not occur until the Borrowed Securities and the Collateral therefor are delivered. If, on any Business Day, Borrower delivers Collateral, as provided in Section 3.1 hereunder, and Lender does not deliver the Borrowed Securities, Borrower shall have the absolute right to the prompt return of the Collateral; and if, on any Business Day, Lender delivers Borrowed Securities and Borrower does not deliver Collateral as provided in Section 2.1 hereunder, Lender shall have the absolute right to the prompt return of the Borrowed Securities.
2. Deliveries and Treatment of Collateral.
2.1 Concurrently with the receipt of the Borrowed Securities, Borrower shall deliver to Lender Collateral in an amount not less than the Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by such one or more of the following methods as are agreed to by the parties pursuant to Section 1.1: (a) Borrower transfening funds by wire, @) Borrower delivering to Lender an irrevocable letter,of credit issued by a mutually acceptable "bank" (as defined in Section 3(a)(6)(A)-(C) of the Exchange Act) that is not an Affiliate of Borrower, (c) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender at the Federal Reserve Bank of Boston, (d) Borrower delivering federal funds to the Lender's account at the Federal Reserve Bank of Boston or at a Clearing Organization, andlor (e) Borrower delivering Collateral through any other method agreed to by the parties.
2.2 The Collateral delivered by Borrower to Lender, as adjusted pursuant to Section 4 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to the Lender hereunder and under any other securities loan agreement between Borrower and Lender, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants Lender a continuing first security interest in, and a lien upon, the Collateral. Such first security interest shall attach upon the delivery of the Collateral to Lender, shall survive the termination of this Agreement, and shall cease only upon the redelivery of the Collateral to Borrower subsequent to the return of the Borrowed Securities to the Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the' Uniform Commercial Code of Massachusetts.
2.3 It is understood that Lender may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at Lender's risk and, subject to the payment of an agreed rebate fee to Borrower pursuant to Section 5.2, Lender shall be entitled to retain a11 income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, Lender may not pledge, repledge, hypothecate, rehypothecate, lend, or relend the Collateral, to the extent such Collateral consists of other than cash. However, the Lender may commingle and hold non-cash Collateral in bulk.
2.4 With the approval of Lender, Borrower may at any time substitute for any securities held by Lender as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the securities for which it is to be substituted. Prior to the maturity of any U.S. Security that is delivered to the Lender as Collateral, the Borrower shall replace such U.S. Security with other Collateral acceptable to the Lender and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted Collateral shall be considered Collateral for all purposes hereof
2.5 Borrower shall be entitled to receive all distributions made on or in respect of non-cash Collateral the payment dates for which are during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral has not been delivered to Lender; provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive pursuant to this Section shall be paid by Lender to Borrower forthwith upon receipt by Lender, so long as Borrower is not in Default at the time of such receipt.
2.6 Except as provided in Sections 10 and 11 hereunder, Lender shall be obligated to return the Collateral to Borrower upon the return to Lender of the Borrowed Securities.
2.7 As further security for the due and punctual performance by Borrower of any and all obligations to Lender hereunder, or under any other securities loan agreement between Borrower and Lender, Borrower hereby grants and transfers to Lender a lien upon and a security interest in any and all property (together with the proceeds thereof) in which the Borrower at any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender or otherwise at any time is in the possession or under the control or recorded on the books of the Lender, whether expressly as Collateral or for safekeeping or for any other or different purpose, including (without limitation) collateral delivered as security under any other securities loan agreement between Borrower and Lender and any property which may be in transit by mail or carrier for any purpose, or converted or affected by any documents in the Lender's possession.
3. Deliveries and Treatment of Borrowed Securities.
3.1 Lender shall deliver the Borrowed Securities to Borrower either (a) by delivering to Borrower certificates representing the Borrowed Securities together with duly executed stock or bond transfer powers, as the case may be, or @) by causing the Borrowed Securities to be credited to Borrower's account and debited from Lender's account at a Clearing Organization, as
agreed to by the parties hereto, and such crediting and debiting shall result in receipt by Borrower and Lender of a Clearing Organization notice of such crediting and debiting, which notice shall constitute a schedule of the Borrowed Securities.
3.2 Except as provided in Section 3.3, Borrower shall exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to Lender in accordance with the terms hereof.
3.3 Lender shall be entitled to receive all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record andlor payable dates for which are during the term of the Loan and which are not otherwise received by Lender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to Borrower, including, but not limited to:
(a) all cash dividends;
(b) all other distributions of cash or property;
(c) stock dividends;
(d) securities received as a result of split-ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof;
(e) interest payments;
(f) in the case of a rights issue, the Borrowed Securities together with the securities allotted thereon:
(g) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
(h) any rights relating to conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event the Lender may, within a reasonable time before the latest time for the exercise of the right or option, gwe written notice to the Borrower that on redelivery of Borrowed Securities it wishes to receive redelivered securities in such form as if the right is exercised or, in the case of a right which may be exercised in more than one manner, is specified in such written notice;
(i) in the case of a capitalized issue, the Borrowed Securities together with the securities allotted by way of a bonus thereon;
Cj) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and
(k) all rights to purchase additional securities.
In regard to subparagraphs (f) through (j) above, the Borrower shall either: (i) redeliver the Borrowed Securities in time to allow the respective Clients to participate in rights, fees or other benefits so described; or (ii) exercise such rights, fees or other benefits as directed by Lender. In the event a re-registration process is necessary in order to transfer such rights, fees or other benefits which attach to the Borrowed Securities, and a Loan is terminated prior to the applicable recordlpayable date but not sufficiently prior to the recordlpayable date to enable Lender to re-register the Borrowed Securities in its own name, Borrower is to forward, andlor act on Lender's behalf in accordance with Lender's instructions with respect to all rights, fees or other benefits.
3.4 Cash dividends and other distributions shall be paid gross of any foreign withholding taxes. Any cash distributions made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this Section shall be paid to Lender by Borrower on payable, maturity, or redemption date. Non-cash distributions other than those in the nature of stock splits or stock dividends shall be paid to Lender as soon as possible under the best efforts of Borrower. Non-cash distributions which are in the nature of stock splits or stock dividends and which are received by Borrower shall be added to the Borrowed Securities and shall be considered such for all purposes, except that: (i) if the Borrowed Securities have been returned to Lender or if Borrower is in Default hereunder, Borrower shall forthwith deliver any such non-cash distributions to Lender; and (ii) Lender may direct Borrower, upon no less than six Business Days notice prior to the date of such a non-cash distribution, to deliver the same to Lender on the Business Day next following the date of such non-cash distribution.
4. Marks to Market; Maintenance of Collateral.
4.1 Borrower shall daily mark to market any Loans hereunder and in the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than one hundred two percent (102%) of the Market Value of all Borrowed Securities outstanding with respect to such Loan, Borrower shall deliver to Lender additional Collateral by the close of the next Business Day so that the Market Value of additional Collateral when added to Market Value of the Collateral with respect to such Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan. Such additional Collateral shall be delivered as provided in Section 3.1 above.
4.2 In the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than the Margin Percentage of the Market Value of all the Borrowed Securities outstanding with respect to such Loan, Lender may, by notice to Borrower, demand that Borrower deliver to
Lender additional Collateral so that the Market Value of such additional Collateral when added to the Market Value of the Collateral with respect to such Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan. Such delivery is to be made by the close of business of the day of Lender's notice to Borrower if such notice is given before 10:30 a.m. on a Business Day. If Lender's notice is given after 10:30 a.m. on a Business Day or is given on a day other than a Business Day, such delivery is to be made by the close of business of the next Business Day, unless (a) such notice has been superseded by a proper demand made pursuant to this Section 4.2 or Section 4.3 given before 10:30 a.m. of that next Business Day, or (b) a greater amount of additional Collateral is required to be delivered on that next Business Day pursuant to Section 4.1. Such additional Collateral shall be delivered as provided in Section 2.1 above.
4.3 In the event that at the close of trading on any day the Market Value of all the Collateral delivered hereunder by Borrower to Lender with respect to any Loan shall be greater than the Margin Percentage of the Market Value of all the Borrowed Securities outstanding with respect to such Loan, Borrower may, by notice to Lender, demand that Lender redeliver to Borrower such amount of Collateral as may be selected by Borrower, so long as the Market Value of the remaining Collateral equals at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan. Such redelivery is to be made by the close of business of the day of Borrower's notice to Lender if such notice is given before 10:30 a.m. on a Business Day. If Borrower's notice is given after 10:30 a.m. on a Business Day or is given on a day other than a Business Day, such redelivery is to be made by the close of business of the next Business Day, unless (a) such notice has been superseded by a proper demand made pursuant to Section 4.2 or this Section 4.3 given before 10:30 a.m. of that next Business Day, or (b) additional Collateral is required to be delivered on that next Business Day pursuant to Section 4.1. Such Collateral shall be delivered as provided in Section 3.1 above.
4.4 If the delivery or redelivery of Collateral under Section 4.1,4.2 or 4.3 is to be made pursuant to the method specified in Section 3.l(b), the obligation of Borrower or Lender to so deliver or redeliver such Collateral shall be conditioned upon the other party's timely compliance with all applicable procedures of the Clearing Organization through which such delivery or redelivery is to be made. 5. - Fees.
5.1 When the agreement to lend securities is made, the parties shall agree on the basis of compensation to be paid in respect of the Loan.
5.2 To the extent that a Loan of Borrowed Securities is collateralized by cash, the parties may agree that Lender's compensation shall consist of the right to use and invest such cash Collateral, and that, in consideration for such right to use and invest cash Collateral, Lender will pay Borrower a loan rebate fee computed daily for each such Loan and based on the amount of cash Collateral delivered with respect to such Loan. The amount of such loan rebate fee shall be computed (a) from the first Business Day next following the day that cash Collateral is delivered to Lender, to the extent that such Loan is collateralized by cash through a means other
than Borrower's delivery of federal funds, and (b) from the first Business Day that cash Collateral is delivered to Lender, to the extent that the Loan is collateralized by Borrower's delivery of federa1 funds. Computation of such loan rebate fee shall be made daily, through and including the earliest of: (i) the date that such cash Collateral is returned to Borrower, to the extent that such Loan is collateralized by cash through a means other than Borrower's delivery of federal funds; (ii) the date next preceding the date such cash Collateral is returned to Borrower, to the extent that such Loan is collateralized by Borrower's delivery of federal funds; (iii) the date of a Default by Borrower; and (iv) the date Lender gives notice of termination pursuant to Section 8.2, provided that the parties may mutually agree that a loan rebate fee will be paid for all or an agreed upon number of days after such notice is given (but in no event for a period beyond the earliest of the dates described in clauses (i), (ii), and (iii) of this sentence). Such loan rebate fee shall be payable before the tenth Business Day following the rendering of a correct invoice by Borrower.
5.3 To the extent that a Loan of Borrowed Securities is collateralized by other than cash, the parties may agree that Borrower shall pay to Lender a loan premium based on the par value of any Borrowed Securities that are debt securities and the Market Value assigned to any Borrowed Securities that are equity securities, at the time the Loan is made, as adjusted by any daily marks to market processed subsequently. The amount of such loan premium shall be computed daily from the first Business Day that the Borrowed Securities are delivered to Borrower, through and including the date next preceding the date that securities identical to the Borrowed Securities are returned to the Lender pursuant to Section 8 or the date that Lender makes a purchase of securities or an election to treat the Borrowed Securities as sold pursuant to Section 10.1. Any fee payable by Borrower hereunder shall be payable upon the earliest of the following: (a) the seventh Business Day of the month following the month in which the fee was incurred; or (b) immediately, in the event of a Default hereunder by Borrower; or (c) the date this Agreement is terminated.
6. Representations of the Parties.
The parties hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder:
6.1 Each party hereto represents and warrants that (a) it has the power to execute and deliver this Agreement, to enter into the Loans contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it (in the case of Lender, in its capacity as trustee, custodian, or agent of the Clients).
6.2 Each party hereto represents and warrants that the execution, delivery and performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations, including those of applicable securities regulatory and self-regulatory organizations.
6.3 Each party hereto represents and warrants that it has made its own determination as to the tax treatment of any dividends, remuneration, or other funds received hereunder.
6.4 Borrower represents and warrants that (a) it is a corporation, partnership, or other entity duly organized and validly existing under the laws of the state of its organization, (b) it is a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") or a Bank within the meaning of Section 3(a)(6)(A)-(C) of the Exchange Act, (c) it has, or will have at the time of delivery of any Collateral, the right to grant a first security interest therein subject to the terms and conditions hereof, and (d) it (or the party to whom it relends the Borrowed Securities) is borrowing or will borrow the Borrowed Securities (except for Borrowed Securities that qualify as "exempted securities" under Regulation T of the Board of Governors of the Federal Reserve System) for the purposes of making delivery of such securities in the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T.
6.5 Borrower represents that the statements provided to Lender pursuant to Section 7 fairly represent its financial condition and the financial position of any parent company and, if Borrower is a broker, net capital ratio as of the date of such statements, and that there has been no material adverse change in its financial condition or the financial condition of any parent company or net capital ratio since that date that has not been disclosed in writing to Lender. Each request by Borrower for a Loan shall constitute a present representation: (a) that there has been no material adverse change in Borrower's financial condition or the financial condition of any parent company that has not been disclosed in writing to Lender since the date of the most recent statement furnished to Lender pursuant to Section 7; and (b) that, as of the date of such request for a Loan, Borrower, if it is a broker, is in compliance with Rule 15~3-1 of the Securities and Exchange Commission ("SEC") under the Exchange Act.
6.6 To the extent that Lender has provided Borrower with written statements identifying any of the Clients as employee benefit plans subject to Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"), each request by Borrower for a Loan shall constitute a present representation that, except as disclosed in writing by Borrower to Lender, neither Borrower nor any Affiliate of Borrower is a "fiduciary" (within the meaning of Section 3(21) of ERISA) with respect to the assets of the Clients so identified that may be Borrowed Securities hereunder.
[6.7 Borrower represents and warrants that it has an unqualified obligation to reimburse [name of Guarantor] for the full amount of any and all payments made or required to be made by [name of Guarantor] in compliance with the Bank Act (Canada)] Note: Delete unless Borrower's obligations are being guaranteed by a Canadian Bank
6.7[8] Lender represents and warrants (a) that it is a trust company duly organized and validly existing under the laws of the Commonwealth of Massachusetts and (b) that it has, or will have at the time of delivery of any Borrowed Securities, the authority to deliver, on behalf of its Client(s), the Borrowed Securities subject to the terms and conditions hereof.
7. Covenants.
7.1 If Borrower is a broker, Borrower makes the covenants set forth in this Section 7.1. Upon execution of this Agreement, Borrower shall deliver to the Lender Borrower's and Borrower's parent company's most recent statements required to be furnished to Borrower's and Borrower's parent company's customers by Rule 17a-5(c) and (d) of the SEC under the Exchange Act. As long as any loan is outstanding under this Agreement, Borrower shall promptly deliver to the Lender all such statements subsequently required to be furnished to Borrower's and Borrower's parent company's customers by such Rule. Upon execution of this Agreement, Borrower shall also deliver to Lender Borrower's and Borrower's parent company's most recent financial information otherwise available to its shareholders, the SEC, or the public, including (without limitation) the most recent available audited and unaudited statements of Borrower's and Borrower's parent company's financial condition and any report or notice required by Rules 17a-5(a)(2)(i) and (ii) and 17a-11 of the SEC under the Exchange Act. As long as any loan is outstanding under this Agreement, Borrower will promptly deliver to Lender all such financial information that is subsequently available, and any other financial information or statements that Lender may reasonably request.
7.2 If Borrower is a Bank, Borrower makes the covenants set forth in this Section 7.2. Upon execution of this Agreement, Borrower shall furnish to Lender (i) the most recent available audited statement of Borrower's and of Borrower's parent company's financial condition, and (ii) the most recent available unaudited statement of Borrower's and Borrower's parent company's financial condition. As long as any Loan is outstanding under this Agreement, Borrower will promptly deliver to Lender all such financial information that is subsequently available, and any other financial information or statements that Lender may reasonably request.
7.3 Borrower agrees to be liable as principal with respect to its obligations hereunder.
7.4 Borrower agrees to cause every Letter of Credit delivered by it and constituting Collateral hereunder, to be renewed or replaced by Collateral (including, without limitation, a renewed or replacement Letter of Credit) satisfactory to Lender no later than 12:30 p.m. on the scheduled expiration date of such Letter of Credit.
8. Termination of the Loan without Default.
8.1 Borrower may cause the termination of a Loan, at any time, by returning the Borrowed Securities to Lender.
8.2 Lender may cause the termination of a Loan by giving notice of termination of such Loan to Borrower prior to the close of business on any Business Day. Upon such notice, Borrower shall deliver the Borrowed Securities to Lender no later than the earlier of (a) the end of the customary delivery period for such securities or (b) the third Business Day following the day on which Lender gives notice of termination of such Loan to Borrower.
8.3 Borrower's delivery of the Borrowed Securities to Lender pursuant to Section 8.1 or 8.2 shall be made by causing the Borrowed Securities to be credited to Lender's account at the Clearing Organization, or, if Lender consents, by physical delivery to Lender of certificates representing the Borrowed Securities. Upon such delivery by or on behalf of Borrower, Lender shall concurrently therewith deliver the Collateral (as adjusted pursuant to Section 4) to Borrower. If the Collateral is a Letter of Credit, the return of the Borrowed Securities shall be considered final settlement payment.
9. Events of Default.
9.1 All Loans between Borrower and Lender may (at the option of the non-defaulting party, exercised by notice to the defaulting party) be terminated immediately upon the occurrence of any one or more of the following events (individually, a "Default"):
(a) if either party fails to return Borrowed Securities or Collateral as required by Section 8 hereof;
(b) if either party fails to deliver or return Collateral as the case may be, as required by Section 4 hereof;
(c) if either party fails to make the payment of distributions as required by Sections 2.5 and 3.3 hereof and such default is not cured within one Business Day of notice of such failure to Borrower or Lender, as the case may be;
(d) if either party or any parent company of the Borrower makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due, or files or becomes subject to a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or files or becomes subject to a petition seeking reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, or seeks, consents to or acquiesces in the appointment of any trustee, receiver, or liquidator of it or any material part of its properties;
(e) if Borrower (if it is a broker) is suspended or expelled from membership or participation in the New York Stock Exchange, American Stock Exchange, the National Association of Securities Dealers, or any other securities exchange or securities association, or if it is suspended from dealing in securities by the SEC, or if its authority to deal in securities is suspended or revoked under any state securities law or regulation;
(f) if Borrower (if it is a Bank) or Lender has its license, charter or other authorization necessary to conduct a material portion of its business withdrawn, suspended, or revoked by any applicable federal or state government or agency thereof;
(g) if it is found that the Borrower has made a material misrepresentation of its financial condition or the financial condition of any parent company;
(h) if Borrower (if it is a broker) becomes subject to Rule 17a-11 of the SEC under the Exchange Act;
(i) if Borrower breaches any covenants, representations, or agreements herein;
(j) if a final judgment for the payment of money shall be rendered against Borrower and such judgment shall not have been discharged or its execution stayed pending appeal within sixty (60) days of entry or such judgment shall not have been discharged within sixty (60) days of expiration of any such stay.
9.2 All references to "Lender" in this Agreement shall be construed to reflect that each Client shall have, in connection with any Loan or Loans entered into by Lender as agent on its behalf, the rights, responsibilities, privileges and obligations of a Lender directly entering into Loan or Loans with Borrower under the Agreement. Both Lender and its Client shall be deemed "parties" to this Agreement such that all references to Lender in this Agreement shall be deemed to include references to each Client; provided, however, a Default by Lender and/or Client with respect to a loan or loans on behalf of one Client shall be an event of Default by that Client and the Borrower may not treat all other loans between Borrower and Lender (on behalf of nondefaulting Clients) as being in Default.
9.3 In the event: (i) Borrower and Lender enter into other securities loan agreements as well as this Agreement (to govern, for example, borrowing different security types) and, (ii) Borrower defaults under this Agreement or under any other securities loan agreements with Lender, the default under that one agreement would be considered an event of default under all securities loan agreements between Borrower and Lender. Borrower acknowledges that should it default under this or any of its other securities loan agreements with Lender, a surplus of collateral under one loan to Borrower under one securities loan agreement may be applied to another loan to Borrower under another securities loan agreement. Borrower further acknowledges that such cross collateralization applies to loans from all Clients to Borrower so that in the event of default, collateral from an overcollateralized loan from one Client may be applied to an undercollateralized loan from another Client.
10. Lender's Remedies on Borrower's Default.
10.1 In the event of any Default by Borrower under Section 9 hereof, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), as its option either (a) to purchase a like amount of the Borrowed Securities in any market for such securities or (b) to elect to treat the Borrowed Securities as having been purchased by Borrower at a purchase price equal to the Replacement Value. Lender may apply the Collateral to the payment of such purchase, after deducting therefrom all amounts, if any, due Lender under this Agreement, including (without limitation) Section 3 and 5 hereof. In such event, Borrower's obligation to return the Borrowed Securities shall terminate. The Lender shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and the Lender may in its discretion at any time relinquish its rights hereunder as to particular property, in each case without thereby affecting or
invalidating its rights hereunder as to all or any other property securing or purporting to secure the Loans. Borrower shall be liable to Lender for the cost of hnds which Lender advances to purchase such securities during any stay on the application of the Collateral (whether such stay is automatic or imposed by a court or other governmental agency).
10.2 In the event such purchase price or Replacement Value exceeds the amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts at the Prime Rate as it fluctuates from day to day, from the date of such purchase or election until the date of payment of such excess. Lender shall have, as security for Borrower's obligation to pay such excess, a first security interest in or right of setoff against any property of Borrower then held by Lender (in any capacity) and any other amount payable by Lender (in any capacity) to Borrower, including, without limitation, any property of Borrower then held by Lender under any other securities loan agreement between Lender and Borrower. The purchase price of securities purchased under this Section 10 shall include brokers' fees and commissions and all other reasonable costs, fees, and expenses related to such purchase. Upon satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower.
10.3 This Section applies if Borrower is a broker. Without waiving any rights given to the Lender hereunder, it is understood that the provisions of the Securities Investor Protection Act of 1970 may not protect the Lender with respect to Borrowed Securities hereunder and that, therefore, the Collateral delivered to the Lender may constitute the only source of satisfaction of Borrower's obligations in the event Borrower fails to return the Borrowed Securities.
11. Borrower's Remedies on Lender's Default.
In the event of any Default by Lender under Section 9 hereof, Borrower shall have the right to sell an amount of the Borrowed Securities, in the principal market for such securities, that will provide proceeds equal in value to the Market Value of the Collateral on the date of Default. In such event, Borrower may retain the proceeds of such sale and Lender's obligation to return the Collateral shall terminate. In the event the sale price received from such securities is less than the value of the Collateral, Lender shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder). Upon the satisfaction of all of Lender's obligations hereunder, any remaining Borrowed Securities shall be returned to Lender.
12. Reserved
- Indemnification.
Borrower hereby agrees to indemnify and hold harmless Lender, each Client, and in the case of a Client that is an employee benefit plan, the sponsor and fiduciaries of such plan, from any and all damages, losses, costs, and expenses (including attorney's fees) that the Lender or any such Client, plan sponsor, or plan fiduciary may incur or suffer due to the Borrower's Default or other failure of the Borrower to perform its obligations under this Agreement. Borrower further agrees that such indemnity shall apply to any and all costs and taxes (including, but not
limited to, transfer taxes, stamp duty, financial institutions duty, income tax and capital gains tax) assessed against Lender or its Clients with respect to any transfer hereunder of the Borrowed Securities or Collateral or incurred by Lender or its Clients in respect of this Agreement and any transactions arising out of this Agreement. The right to indemnification under this Section shall survive the termination of any Loan or of this Agreement.
14. Waiver,
The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. All waivers in respect of a Default must be in writing.
15. Continuing Agreement: Termination.
It is the intention of the parties hereto that, subject to the termination provisions set forth herein, this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made by Lender to Borrower. Borrower and Lender may each at any time terminate this Agreement upon five (5) days written notice to the other to that effect. The sole effect of any such termination of this Agreement will be that, following such termination, no further Loans by Lender shall be made or considered made hereunder, but the provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided. '
16. Notices.
Except as otherwise specifically provided herein, notices under this Agreement may be made orally, in writing, or by any other means mutually acceptable to the parties. If in writing, a notice shall be sufficient if delivered to the party entitled to receive such notices at the following addresses:
| B0RROWER:Macquarie Securities (USA) Inc. | |
|---|---|
| 125 West 555th Street | |
| New York, NY 1001 9 | |
| Attn: Clare Hegarty, Legal Dept. | |
| LENDER: | State Street Bank and Trust Company |
| Securities Finance Division | |
| One Lincoln Street, Floor 3 | |
| Boston, Massachusetts 021 11 | |
| Attn.: Domestic Equity Trading Area |
Telephone and facsimile notices shall be sufficient if communicated to the party entitled to receive such notice at the following numbers:
If to Borrower:
Telephone 44 20 7065 2547 Facsimile 44 20 7065 2061
If to Lender:
Telephone (617) 664-2500 Facsimile (617) 664-2660
The parties shall promptly notify each other in writing of any change of address, addressee, telephone number or facsimile number. Lender shall consider Borrower's address, addressee, telephone number and facsimile number correct unless Borrower notifies Lender in writing otherwise.
All times specified herein shall be based on New York City time.
18. Securities Contracts.
Each party hereto agrees that this Agreement and the Loans made hereunder shall be "securities contracts" for purposes of the Bankruptcy Code and any bankruptcy proceeding thereunder.
19. Superseding Aweement.
This Agreement supersedes any other Agreement between the parties concerning loans of securities between the parties hereto.
20. Assignments.
This Agreement shall not be assigned by either party without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto (including, in the case of Lender, its Clients) and their respective heirs, representatives, successors and assigns.
21. Governing Law; Jurisdiction: Service of Process.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints [Massachusetts
Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Borrower agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
22. Severablitity.
The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.
23. Modification.
This Agreement shall not be modified, except by an instrument in writing signed by the parties hereto.
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | |
|---|---|
| By: | |
| n | |
| Title: | T~&SLCCLTZ |
LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian, or agent of the Clients
Name: - - &,?/~~-y
By: Dad F L-Senior ana aging Director
Title:
The attached document contains information which is confidential and proprietary to State Street Bank and Trust Company ("State Street"). It is being provided for the exclusive purpose of allowing you to assess participation in a securities lending program operated by State Street. Its use for any other purpose or its distribution to anyone other than your own personnel engaged in this assessment is prohibited without State Street's prior written permission.
This document is the current standard agreement which forms the basis of negotiations with potential borrowers under State Street's securities lending program. During the course of such negotiations with various borrowers, State Street may in its discretion modify this document in whole or part.
SECURITIES LOAN AGREEMENT (United States Government Securities)
Between
MACQUARIE SECURITIES (USA) INC.
And
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
| DEFINITIONS | ||
|---|---|---|
| 1. | LOAN OF SECURITIES | |
| 2. | DELIVERIES AND TREATMENT OF COLLATERAL | |
| 3. | DELIVERIES AND TREATMENT OF BORROWED SECURITIES | |
| 4. | MARKS TO MARKET; MAINTENANCE OF COLLATERAL | |
| 5. | FEES | |
| 6. | REPRESENTATIONS | |
| 7. | COVENANTS | |
| 8. | TERMINATION OF LOAN WITHOUT DEFAULT | |
| 9. | EVENTS OF DEFAULT | |
| 10. | LENDER'S REMEDIES ON BORROWER'S DEFAULT | |
| 1 1. | BORROWER'S REMEDIES ON LENDER'S DEFAULT | |
| 12. | RESERVED | |
| 13. | INDEMNIFICATION | |
| 14. | WAIVER | |
| 15. | CONTINUING AGREEMENT; TERMINATION | |
| 16. | NOTICES | |
| 17. | TIME | |
| 18. | SECURITIES CONTRACTS | |
| 19. | SUPERSEDING AGREEMENT | |
| 20. | ASSIGNMENTS | |
| 21. | GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS | |
| 22. | SEVERABILITY | |
| 23. | MODIFICATION |
SECURITIES LOAN AGREEMENT (United States Government Securities)
Agreement dated the / & day of ,200 2' between MACQUARIE SECURITIES (USA) MC. of New York, a registered broker-dealer, registered government securities dealer, or a bank ("Borrower") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company ("Lender"), acting in its capacity as trustee, custodian, or agent for various employee benefit plans, endowment funds, custodial accounts, and other clients (the "Clients"), setting forth the terms and conditions under which Lender, from time to time and on behalf of the Clients, may lend to Borrower, against the receipt of collateral, certain securities issued or guaranteed by the United States government or its agencies.
Definitions.
For the purposes hereof:
"Affiliate" means (i) any person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with another person; (ii) any officer, director, or partner, employee or relative (as defined in Section 3(15) of ERISA) of such other person; and (iii) any corporation or partnership of which such other person is an officer, director or partner. For purposes of this definition the term "control" means the power to exercise a controlling influence over the management or policies of a person other than an individual.
"Borrowed Security" shall mean any "security" (as defined in the Exchange Act) which is a U.S. Security, and is delivered as a Loan hereunder, until such security is credited through the Federal Reserve book-entry system, to the Lender's account at the Federal Reserve Bank of Boston or until the security is replaced by purchase. For purposes of the return of Borrowed Securities by Borrower pursuant to Section 8 or the purchase of securities pursuant to Section 10, such term shall include securities of the same issuer, class, and quantity as the Borrowed Securities.
"Business Day" shall mean any day recognized as a settlement day by the Federal Reserve System and on which Lender is open for business to the public.
"Collateral" shall mean, whether now owned or hereafter acquired, (a) that collateral permitted by the SEC under the Exchange Act and delivered to Lender pursuant to Section 3 or 4, and @) all accounts in which such collateral is deposited and all securities and the like in which all cash collateral is invested or reinvested.
"Loan" shall mean a loan of securities hereunder.
"Margin Percentage" shall mean one hundred and two percent (102%) or such greater percentage as is agreed to by the parties pursuant to Section 1.1.
"Market Value" of a security means the fair market value of such security (including, in the case of any Borrowed Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by Lender, or by such other independent sources as may be selected on a reasonable basis by Lender.
"Prime Rate" shall mean the prime rate as quoted in the Wall Street Journal, New York Edition, for the business day preceding the date on which such determination is made. If more than one rate is so quoted, the Prime Rate shall be the average of the rates so quoted.
"Replacement Value" shall mean the price, including any brokerage or other expenses and accrued interest, at which a like amount of securities identical to the Borrowed Securities could be purchased in the principal market for such securities at the time of the Lender's election under Section 10.1 hereof.
"U.S. Security" means a security issued or guaranteed by the United States government or any of its agencies.
Borrower and Lender as the parties hereto agree as follows:
1. Loan of Securities.
1.1 Upon request of Borrower, Lender may, from time to time, in its discretion and on behalf of the Clients, lend securities to Borrower against the receipt of collateral delivered by Borrower. The parties shall agree on the terms of each Loan, including the identity and amount of the securities to be lent, the basis of compensation, and the type and amount of Collateral to be delivered by Borrower (subject to the terms and conditions of this Agreement), which terms may be amended during the period of the Loan only by mutual agreement of the parties hereto.
1.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender's records pertaining to such Loans maintained by Lender in the regular course of its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any error or exceptions. Borrower's failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be Borrower's admission of the accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby.
1.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan occurs. a Loan hereunder shall not occur until the Borrowed Securities and the Collateral therefor are delivered. If, on any Business Day, Borrower delivers Collateral, as provided in Section 2.1 hereunder, and Lender does not deliver the Borrowed Securities, Borrower shall have the absolute right to the prompt return of the Collateral; and if, on any ~usiness Day, Lender delivers Borrowed Securities and Borrower does not deliver Collateral as provided in Section 2.1 hereunder, Lender shall have the absolute right to the prompt return of the Borrowed Securities.
2. Deliveries and Treatment of Collateral.
2.1 Concurrently with the receipt of the Borrowed Securities, Borrower shall deliver to Lender Collateral in an amount not less than the Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by one or both of the following methods, as agreed to by the parties pursuant to Section 1 .l: (a) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender at the Federal Reserve Bank of Boston, andlor (b) Borrower delivering federal funds to the Lender's account at the Federal Reserve Bank of Boston.
2.2 The Collateral delivered by Borrower to Lender, as adjusted pursuant to Section 4 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to the Lender hereunder and under any other securities loan agreement between Borrower and Lender, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants Lender a continuing first security interest in, and a lien upon, the Collateral. Such first security interest shall attach upon the delivery of the Collateral to Lender, shall survive the termination of this Agreement, and shall cease only upon the redelivery of the Collateral to Borrower subsequent to the return of the Borrowed Securities to the Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts.
2.3 It is understood that Lender may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at Lender's risk and, subject to the payment of an agreed rebate fee pursuant to Section 5.2, Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefTom. Except as provided in Section 10, Lender may not pledge, repledge, hypothecate, rehypothecate, lend, or relend the Collateral, to the extent such Collateral consists of other than cash. However, the Lender may commingle and hold non-cash Collateral in bulk.
2.4 With the approval of Lender, Borrower may at any time substitute for any securities held by Lender as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the Securities for which it is to be substituted. Prior to the maturity of any U.S. Security that is delivered to the Lender as Collateral, the Borrower shall replace such U.S. Security with other Collateral acceptable to the Lender and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted collateral shall be considered Collateral for all purposes hereof.
2.5 Borrower shall be entitled to receive all distributions made on or in respect of non-cash Collateral the record or payable dates for which are during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender; provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under this section shall be paid by Lender to
Borrower forthwith upon receipt by Lender, so long as Borrower is not in Default at the time of such receipt.
2.6 Except as provided in Sections 10 and 11 hereunder, Lender shall be obligated to return the Collateral to Borrower upon the return to Lender of the Borrowed Securities.
2.7 As further security for the due and punctual performance by Borrower of any and all obligations to Lender hereunder, or under any other securities loan agreement between Borrower and Lender, Borrower hereby grants and transfers to Lender a lien upon and a security interest in any and all property (together with the proceeds thereof) in which the Borrower at any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender or otherwise at any time is in the possession or under the control or recorded on the books of the Lender, whether expressly as collateral or for safekeeping or for any other or different purpose, including (without limitation) Collateral delivered as security under any other securities loan agreement between Borrower and Lender and any property which may be in transit by mail or carrier for any purpose, or converted or affected by any documents in the Lender's possession.
3. Deliveries and Treatment of Borrowed Securities.
3.1 Lender shall deliver the Borrowed Securities to Borrower by causing the Borrowed Securities to be credited to Borrower's account and debited from Lender's account within the Federal Reserve book-entry system, and such crediting and debiting shall result in receipt by Borrower and Lender of a notice of such crediting and debiting, which notice shall constitute a schedule of the Borrowed Securities.
3.2 Except as provided in Section 3.3, Borrower shall exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to Lender in accordance with the terms hereof.
3.3 Lender shall be entitled to receive all distributions (including payments upon maturity and other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Loan and which are not otherwise received by Lender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to Borrower, including, without limitation, interest payments, and any other distributions or other income. Payment of each such distribution shall be made by delivery of federal funds to the Lender's account at the Federal Reserve Bank of Boston on payable, maturity, or redemption date of such distribution.
- Marks to Market; Maintenance of Collateral.
4.1 Borrower shall daily mark to market any Loans hereunder and in the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than one hundred percent (100%) of the Market Value of all Borrowed Securities outstanding with respect to such Loan, Borrower shall deliver to Lender additional Collateral by the close of the next Business Day so that the Market Value of additional Collateral when added to Market Value of the Collateral with respect to such Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan. Such additional Collateral shall be delivered as provided in Section 3.1 above.
4.2 In the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be less than the Margin Percentage of the Market Value of all the Borrowed Securities outstanding with respect to such Loan, Lender may, by notice to Borrower, demand that Borrower deliver to Lender additional Collateral so that the Market Value of such additional Collateral when added to the Market Value of the Collateral with respect to such Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan. Such delivery is to be made by the close of business of the day of Lender's notice to Borrower if such notice is given before 11:30 a.m. on a Business Day. If Lender's notice is given after 11 :30 a.m. on a Business Day or is given on a day other than a Business Day, such delivery is to be made by the close of business of the next Business Day, unless (a) such notice has been superseded by a proper demand made pursuant to this Section 4.2 or Section 4.3 given before 11:30 a.m. of that next Business Day or (b) a greater amount of additional Collateral is required to be delivered on that next Business Day pursuant to Section 4.1. Such additional Collateral shall be delivered as provided in Section 3.1 above.
4.3 In the event that at the close of trading on any day the Market Value of all the Collateral delivered by Borrower to Lender with respect to any Loan hereunder shall be greater than the Margin Percentage of the Market Value of all the Borrowed Securities outstanding with respect to such Loan, Borrower may, by notice to Lender, demand that Lender redeliver to Borrower such amount of Collateral as may be selected by Borrower, so long as the Market Value of the remaining Collateral equals at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Loan. Such redelivery is to be made by the close of business of the day of Borrower's notice to Lender if such notice is given before 11 :30 a.m. on a Business Day. If Borrower's notice is given after 11 :30 a.m. on a Business Day or is given on a day other than a Business Day, such redelivery is to be made by the close of business of the next Business Day, unless (a) such notice has been superseded by a proper demand made pursuant to Section 4.2 or this Section 4.3 given before 11:30 a.m. of that next Business Day, or (b) additional Collateral is required to be delivered on that next Business Day pursuant to Section 4.1. Such Collateral shall be delivered as provided in Section 3.1 above. 5. - Fees.
5.1 When the agreement to lend securities is made, the parties shall agree on the basis of compensation to be paid in respect of the Loan.
5.2 To the extent that a Loan of Borrowed Securities is collateralized by cash, the parties may agree that Lender's compensation shall consist of the right to use and invest such
cash Collateral, and that, in consideration for such right to use and invest cash Collateral, Lender will pay Borrower a loan rebate fee computed daily for each such Loan and based on the amount of cash Collateral delivered with respect to such Loan. The amount of such loan rebate fee shall be computed daily from the first Business Day that cash Collateral is delivered to Lender, through and including the earliest of: (a) the date next preceding the date that such cash Collateral is returned to Borrower; @) the date of a Default by Borrower; and (c) the date Lender gives notice of termination pursuant to Section 8.2, provided that the parties may mutually agree that a loan rebate fee will be paid for all or an agreed upon number of days after such notice is given (but in no event for a period beyond the earlier of the dates described in clauses (a) and (b) of this sentence). Provided the Borrower is not in Default, such loan rebate fee shall be payable upon the date the Borrowed Securities are returned to the Lender upon termination of the Loan.
5.3 To the extent that a Loan of Borrowed Securities is collateralized by other than cash, the parties may agree that Borrower shall pay to Lender a loan premium based on the par value of the borrowed securities. The amount of such loan premium shall be computed from the first Business Day that the Borrowed Securities are delivered to Borrower, through and including the date next preceding the date that securities identical to the Borrowed Securities are returned to Lender pursuant to Section 8 or the date that Lender makes a purchase of securities or an election to treat the Borrowed Securities as sold pursuant to Section 10.1 Any fee payable by Borrower hereunder shall be payable upon the earliest of the following: (a) the seventh Business Day of the month following the month in which the fee was incurred; or (b) immediately, in the event of a Default hereunder by Borrower; or (c) the date this Agreement is terminated.
5.4 All transfer taxes and transfer fees with respect to any transfers hereunder of Borrowed Securities shall be paid by Borrower.
6. Representations of the Parties.
The parties hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder;
6.1 Each party hereto represents and warrants that (a) it has the power to execute and deliver this Agreement, to enter into the Loans contemplated hereby, and to perform its obligations hereunder; @) it has taken all necessary action to authorize such execution, delivery, and performance; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it (in the case of Lender, in its capacity as trustee, custodian or agent of the Clients).
6.2 Each party hereto represents and warrants that the execution, delivery and performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations, including those of applicable securities regulatory and self-regulatory organizations.
6.3 Each party hereto represents and warrants that it has made its own determination as to the tax treatment of any dividends, remuneration, or other funds received hereunder.
6.4 Borrower represents and warrants that (a) it is a corporation, partnership, or other entity duly organized and validly existing under federal law or the laws of the state of its organization, (b) it is a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act"), a bank within the meaning of Section 3(a)(6)(A)-(C) of the Exchange Act or a government securities dealer or a government securities broker as defined in Section 400.3 of the regulations promulgated by the ~e~artment of the Treasury under Section 15C of the Exchange Act and registered or exempt from registration pursuant to said Act, (c) it has, or will have at the time of delivery of any ~oliateral, the-right to &ant a first security interest therein subject to the terns and conditions hereof, and (d) it (or the party to whom it relends the Borrowed Securities) is borrowing or will borrow the Borrowed Securities (except for Borrowed Securities that qualifi as "exempted securities" under Regulation T of the Board of Governors of the Federal Reserve System) for the purpose of making delivery of such securities in the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T.
6.5 Borrower represents that the statements provided to Lender pursuant to Section 7 fairly represent its financial condition and the financial position of any parent company and, if the Borrower is a broker or a govemment securities dealer or government securities broker, its net capital ratio as of the date of such statements, and that there has been no material adverse change in its financial condition or the financial condition of any parent company or net capital ratio since that date that has not been disclosed in writing to Lender. Each request by Borrower for a Loan shall constitute a present representation: (a) that there has been no material adverse change in Borrower's financial condition or the financial condition of any parent company that has not been disclosed in writing to Lender, since the date of the most recent statement furnished to Lender pursuant to Section 7; and (b) that, as of the date of such request for a Loan, if the Borrower is a broker or a government securities dealer or govemment securities broker, it is in compliance with Rule 15c3-1 of the Securities and Exchange Commission ("SEC") under the Exchange Act as modified, in the case of a Borrower which is a govemment securities broker or government securities dealer, by the regulations promulgated by the Department of the Treasury under Section 15C of said Act.
6.6 To the extent that Lender has provided Borrower with written statements identifying any of its Clients as employee benefit plans subject to title I of the Employees Retirement Income Security Act of 1974 ("ERISA"), each request by Borrower for a Loan shall constitute a present representation that, except as disclosed in writing by Borrower to Lender,
neither Borrower nor any Affiliate of Borrower is a "fiduciary" (within the meaning of Section 3(21) of ERISA) with respect to the assets of the Clients so identified that may be Borrowed Securities hereunder.
6.7 Lender represents and warrants (a) that it is a trust company duly organized and validly existing - under the laws of the Commonwealth of Massachusetts and 6) that it has, or will . , have at the time of delivery of any Borrowed Securities, the authority to deliver, on behalf of its Client(s), the Borrowed Securities subject to the terms and conditions hereof.
7. Covenants.
7.1 If Borrower is a broker or a government securities dealer or government securities broker, it makes the covenants set forth in this Section 7.1. Upon execution of this Agreement, Borrower shall deliver to the Lender Borrower's and Borrower's parent company's most recent statements required to be furnished to Borrower's and Borrower's parent company's customers by Rule 17a-5(c) and (d) of the SEC under the Exchange Act as modified, in the case of a Borrower which is a government securities broker or government securities dealer, by the regulations promulgated by the Department of the Treasury under Section 15C of said Act. As long as any Loan is outstanding under this Agreement, Borrower shall promptly deliver to Lender all such statements subsequently required to be furnished to Borrower's and Borrower's parent company's customers by such Rule. Upon execution of this Agreement, Borrower shall also deliver to Lender Borrower's and Borrower's parent company's most recent financial information otherwise available to its shareholders, the SEC, or the public, including (without limitation) the most recent available audited and unaudited statements of Borrower's and Borrower's parent company's financial conditions and any report of notice required by Rules 17a-5(a)(2)(i) and (ii) and 17a-11 of the SEC under the Exchange Act as modified, in the case of a Borrower which is a government securities broker or government securities dealer, by regulations promulgated by the Department of the Treasury under Section 15C of said Act. As long as any Loan is outstanding under this Agreement, Borrower will promptly deliver to the Lender all such financial information subsequently available, and any other financial information or statements that Lender may reasonably request.
7.2 If Borrower is a Bank, Borrower makes the covenants set forth in this Section 7.2. Upon execution of this Agreement, Borrower shall furnish to Lender (i) the most recent available audited statement of Borrower's and Borrower's parent company's financial condition, and (ii) the most recent available unaudited statement of Borrower's and Borrower's oarent \, company's financial condition. As long as any Loan is outstanding under this Agreement, Borrower will oromptly deliver to Lender all such financial information that is subsequently A available, and any other financial information or statements that Lender may reasonably request.
- Termination of Loan without Default.
8.1 Borrower may cause the termination of a Loan at any time by returning the Borrowed Securities to Lender.
8.2 Lender may cause the termination of a Loan by giving notice of termination of such Loan to Borrower on any Business Day. Upon such notice, Borrower shall deliver Borrowed Securities to Lender no later than the earlier of:
(a) the close of operations of the federal book entry system on the same Business Day on which Lender gives notice of termination of such Loan to Borrower, provided that such notice is given to Borrower on or before 9:00 a.m. (Eastern Standard Time); or
@) the close of operations of the federal book entry system on the first Business Day following the day on which Lender gives notice of termination of such Loan to Borrower, provided that such notice is given to Borrower after 9:00 a.m. but before 5:00 p.m. (Eastern Standard Time).
8.3 Borrower's delivery of the Borrowed Securities to Lender pursuant to Section 8.1 or 8.2 shall be made by causing the account of the Lender at the Federal Reserve Bank of Boston to be credited with securities identical to the Borrowed Securities. Upon such delivery by or on behalf of Borrower, Lender shall concurrently therewith deliver the Collateral (as adjusted pursuant to Section 4) to Borrower; provided, however, that if upon the return of the Borrowed Securities there is not sufficient time for Lender to effect a return of the Collateral to Borrower through the Federal Reserve Bank of Boston on that same day, Lender may return such Collateral on the next day such return can be so effected.
- Events of Default
9.1 All loans between Borrower and Lender may (at the option of the non-defaulting party, exercised by notice to the defaulting party) be terminated immediately upon the occurrence of any one or more of the following events (individually, a "Default"):
a) if either party fails to return Borrowed Securities or Collateral as required by Section 8 hereof;
@) if either party fails to deliver or return Collateral, as required by Section 4 hereof;
(c) if either party fails to make the payment of distributions as required by Section 2.5 and 3.3 hereof and such default is not cured within one Business Day of notice of such failure to Borrower or Lender, as the case may be;
(d) if either party or any parent company of the Borrower makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due, or files or becomes subject to a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or files or becomes subject to a petition seeking reorganization, liquidation, dissolution, or similar relief under any present or future law or regulation, or
seeks, consents to or acquiesces in the appointment of any trustee, receiver, or liquidator of it or any material part of its properties;
(e) if Borrower (if it is a broker or a govemment securities dealer or government securities broker) is suspended or expelled from membership or participation in the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, or any other securities exchange or securities association, or if it is suspended from dealing in securities by the SEC or the Department of the Treasury, or if its authority to deal in securities is suspended or revoked under any state securities law or regulation;
(f) if Borrower (if it is a Bank) or Lender has its license, charter, or other authorization necessary to conduct a material portion of its business withdrawn, suspended or revoked by any applicable federal or state govemment of agency thereof;
(g) if it is found that the Borrower has made a material misrepresentation of its financial condition or the financial condition of any parent company;
(h) if Borrower (if it is a broker or government securities dealer or government securities broker) becomes subject to Rule 17a-11 of the SEC under the Exchange Act as modified, in the case of a Borrower which is a government securities broker or govemment securities dealer, by regulations promulgated by the Department of the Treasury under Section 15C of said Act;
(i) if Borrower breaches any covenants, representations, or agreements herein;
(j) if a final judgment for the payment of money shall be rendered against Borrower and such judgment shall not have been discharged or its execution stayed pending appeal within sixty (60) days of entry or such judgment shall not have been discharged within sixty (60) days of expiration of any such stay.
9.2 All references to "Lender" in this Agreement shall be construed to reflect that each Client shall have, in connection with any Loan or Loans entered into by Lender as agent on its behalf, the rights, responsibilities, privileges and obligations of a "Lender" directly entering into such Loan or Loans with Borrower under the Agreement. Both Lender and its Client shall be deemed "parties" to this Agreement such that all references to Lender in this Agreement shall be deemed to include references to each Client; provided, however, a Default by Lender and/or Client with respect to a loan or loans on behalf of one Client shall be an event of Default by that Client and the Borrower may not treat all other loans between Borrower and Lender (on behalf of non-defaulting Clients) as being in Default.
9.3 In the event: (i) Borrower and Lender enter into other securities loan agreements as well as this Agreement (to govern, for example, borrowing different security types) and, (ii) Borrower defaults under this Agreement or under any other securities loan agreements with Lender, the default under that one agreement would be considered an event of default under all
securities loan agreements between Borrower and Lender. Borrower acknowledges that should it default under this or any of its other securities loan agreements with Lender, a surplus of collateral under one loan to Borrower under one securities loan agreement may be applied to another loan to Borrower under another securities loan agreement. Borrower further acknowledges that such cross collateralization applies to loans from all Clients to Borrower so that in the event of default, collateral from an overcollateralized loan from one Client may be applied to an undercollateralized loan from another Client.
10. Lender's Remedies on Borrower's Default.
10.1 In the event of any Default by Borrower under Section 9 hereof, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), at its option either (a) to purchase a like amount of the Borrowed Securities in any market for such securities or @) to elect to treat the Borrowed Securities as having been purchased by Borrower at a purchase price equal to the Replacement Value. Lender may apply the Collateral to the payment of such purchase, after deducting therefrom all amounts, if any, due Lender under this Agreement, including (without limitation) Sections 2 and 5 hereof. In such event, Borrower's obligation to return the Borrowed Securities shall terminate. The Lender shall not be obligated to assert or enforce any rights, liens or security interest hereunder or to take any action in reference thereto, and the Lender may in its discretion at any time relinquish its rights hereunder as to particular property, in each case without thereby affecting or invalidating its rights hereunder as to all or any other property securing or purporting to secure the Loans. Borrower shall be liable to Lender for the cost of funds which Lender must advance to purchase such securities during any stay on the application of the Collateral (whether such stay is automatic or imposed by a court or any other governmental agency).
10.2 In the event such purchase price or Replacement Value exceeds the amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts at the Prime Rate, as it fluctuates from day to day, on demand from the date of such purchase or election until the date of payment of such excess. Lender shall have, as security for Borrower's obligation to pay such excess, a first security interest in or right of setoff against any property of Borrower then held by Lender (in any capacity) and any other amount payable by Lender (in any capacity) to Borrower including, without limitation, any property of Borrower then held by the Lender under any other security loan agreement between the Lender and the Borrower. The purchase price of securities purchased under this Section 10 shall include broker's fees and commissions and all other reasonable costs, fees, and expenses related to such purchase. Upon the satisfaction of all of Borrower's obligations hereunder, any remaining Collateral shall be returned to Borrower.
10.3 This section applies if Borrower is a broker. Without waiving any rights given to the Lender hereunder, it is understood that the provisions of the Securities Investor Protection Act of 1970 may not protect the Lender with respect to Borrowed Securities hereunder and that, therefore, the Collateral delivered to the Lender may constitute the only source of satisfaction of Borrower's obligations in the event Borrower fails to return the Borrowed Securities.
1 1. Borrower's Remedies on Lender's Default.
11.1 In the event of any Default by Lender under Section 9 hereof, Borrower shall have the right to sell an amount of the Borrowed Securities, in the principal market for such securities, that will provide proceeds equal in value to the Market Value of the Collateral on the date of Default. In such event, Borrower may retain the proceeds of such sale and Lender's obligation to return the Collateral shall terminate. In the event the sale price received from such securities is less than the value of the Collateral, Lender shall be liable to Borrower for the amount of any deficiency @lus all amounts, if any, due to Borrower hereunder). Upon the satisfaction of all Lender's obligations hereunder, any remaining Borrowed Securities shall be returned to Lender.
12. Reserved.
13. INDEMNIFICATION.
Borrower hereby agrees to indemnify and hold harmless Lender, each Client, and in the case of a Client that is an employee benefit plan, the sponsor and fiduciaries of such plan, from any and all damages, losses, costs, and expenses (including attorney's fees) that the Lender or any such Client, plan sponsor, or plan fiduciary may incur or suffer due to the failure of the Borrower to perform its obligations under this Agreement. This right to indemnification shall survive the termination of any Loan or of this Agreement.
14. Waiver.
The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term of any other term of this Agreement. All waivers in respect of a Default must be in writing.
15. Continuing Ameement; Termination.
It is the intention of the parties hereto that, subject to the termination provisions set forth herein, this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made by Lender to Borrower. Borrower and Lender may each at any time terminate this Agreement upon five (5) days' written notice to the other to that effect. The sole effect of any such termination of this Agreement will be that, following such termination, no further Loans by Lender shall be made or considered made hereunder, but the provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided.
16. Notices.
Except as otherwise specifically provided herein, notices under this Agreement may be made orally, in writing, or by any other means mutually acceptable to the parties. If in writing, a notice shall be sufficient if delivered to the party entitled to receive such notices at the following addresses:
| If to Borrower: | Macquarie Securities (USA) Inc. 125 West 555th Street New York, NY 1001 9 Attn: Clare Hegarty, Legal Dept. |
|
|---|---|---|
| If to Lender: | State Street Bank and Trust Company Securities Finance Division One Lincoln Street, Floor 3 |
|
| Boston, Massachusetts 021 11 Attn.: U.S. Government Securities Lending Area |
Telephone and facsimile notices shall be sufficient if communicated to the party entitled to receive such notice at the following numbers:
If to Borrower:
Telephone 44 20 7065 2547 Facsimile 44 20 7065 2061
If to Lender:
Telephone (617) 644-BOND(2663) Facsimile (617) 644-2667
The parties shall promptly notify each other in writing of any change of address, addressee, telephone number or facsimile number. Lender shall consider Borrower's address, addressee, telephone number and facsimile number correct unless Borrower notifies Lender in writing otherwise.
All times specified herein shall be based on New York City time.
18. Securities Contracts.
Each party hereto agrees that this Agreement and the Loans made hereunder shall be "securities contracts" for purposes of the Bankruptcy Code and any bankruptcy proceeding thereunder.
19. Superseding Agreement.
This Agreement supersedes any other agreement between the parties concerning loans of securities between the parties hereto.
This Agreement shall not be assigned by either party without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.
21. Governing Law: Jurisdiction: Service of Process.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Borrower agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
22. Severability.
The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.
23. Modification.
This Agreement shall not be modified, except by an instrument in writing signed by the parties hereto.
BORROWER: MACQUARIE SECURITIES (USA) INC.
Name BY U Title -R2t~5db*
LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian, or agent of
Name / *
BY n .I? I Title Seiz~Mita=or
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
This Confidentiality and Nondisclosure Agreement (this "Agreement") is made as of this &day of January, 2007 by and between State Street Bank and Trust Company ("Lending Agent"), for itself and as agent for and on behalf its principal lender clients (each a "Principal Lender"), and Macquarie Securities (USA) Inc. ("Borrower").
WITNESSETH
WHEREAS, Borrower and Lending Agent are parties to one or more Securities Loan Agreements (each, a "Loan Agreement"), including the Securities Loan Agreement (United States Government Securities) dated January &, 2007, the Securities Loan Agreement (United States Securities other than United States Government Securities) dated JanuaryA, 2007, and the Securities Loan Agreement (International) dated January K, 2007, as such Loan Agreements may be amended, extended or replaced from time to time;
WHEREAS, Borrower wishes to receive from Lending Agent information that is confidential, proprietary or otherwise not generally available to the public in connection with one or more Loan Agreements and the Principal Lenders under the Lending Agent's Global Securities Finance Program (the "Securities Lending Program");
WHEREAS, Borrower fully understands that the relationship of Lending Agent with the Principal Lenders, including the identity of the Principal Lenders, is confidential and proprietary to Lending Agent and very valuable to Lending Agent; and
WHEREAS, in connection with Borrower's participation in the Securities Lending Program under the Loan Agreement(s), including any additional or substitute Loan Agreements entered into after the date hereof, the Lending Agent is prepared to furnish such information to certain authorized persons of the Borrower, on the condition that such information be kept confidential and used only for the limited purposes specified in this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:
-
- Definitions. For purposes of this Agreement:
- (a) "Confidential Information" means the identifying information of any Principal Lender participating in the Securities Lending Program and information regarding the lending activity of any such Principal Lender (including without limitation the allocation of loans to such Principal Lender), in each case furnished to the Borrower by the Lending Agent (including through vendors and/or clearing agencies) in connection with the Securities Lending Program, or to which a
Borrower has access by virtue of such Borrower's participation in the Securities Lending Program (in each case, whether such information is furnished or made accessible in writing, orally, visually or by electronic or any other means).
Notwithstanding anything to the contrary in this Agreement, the following will not constitute Confidential Information for purposes of this Agreement: (i) information that is or becomes generally available to the public (other than as a result of a disclosure or other act by the Borrower); (ii) information that can be shown by the Borrower to have been already known to the Borrower on a nonconfidential basis prior to being furnished to the Borrower by the Lending Agent; and (iii) information that becomes available to the Borrower on a non-confidential basis from a source other than the Lending Agent or its agents or vendors if such source was not subject to any prohibition against transmitting the information to the Borrower. If only a portion of any Confidential Information falls within any of the exceptions listed above, the remainder of such Confidential Information shall continue to be subject to this Agreement.
- (b) "Authorized Persons" means the employees in the Borrower's credit and risk departments, including the regulatory capital group, who have a need-to-know such information to perform the Authorized Purposes (defined below) in connection with the applicable Loan Agreement.
- (c) "Authorized Purposes" means purposes of (a) credit analysis, (b) monitoring credit exposure to each Principal Lender, and (c) calculating regulatory capital exposure to each Principal Lender, in each case with respect to transactions with Principal Lenders executed under Borrower's Securities Loan Agreement(s) with Lending Agent (as agent on behalf of Principal Lenders).
-
- Nondisclosure of Confidential Information. Borrower agrees that the Confidential Information shall be disclosed only to Authorized Persons and used solely for Authorized Purposes. The Borrower agrees not to disclose or use the Confidential Information other than to the Authorized Persons for the Authorized Purposes without the prior written consent of Lending Agent. Borrower shall not, and agrees that the Authorized Persons shall not, directly or indirectly, in any manner or through any means, (i) trade or make investment recommendations on the basis of the Confidential Information, or (ii) disclose such Confidential Information to any other person, department or unit, including without limitation, the sales, trading or marketing units of the Borrower without the prior written consent of the Lending Agent, and shall not permit any use of the Confidential Information to solicit Principal Lenders or to market any products or services (including securities lending) to any Principal Lenders or otherwise interfere with the Lending Agent's relationship with the Principal Lenders. As a condition of Lending Agent disclosing the Confidential Information to Borrower and its Authorized Persons, Borrower agrees that (i) it will inform such Authorized Persons in writing that the Confidential Information is confidential and require that it not be used or disclosed other than to Authorized
Persons for the Authorized Purposes, (ii) such Authorized Persons are deemed to have agreed to and be bound by the terms of this Agreement by virtue of their receipt of the Confidential Information, and (iii) in any event, the Borrower is responsible for its Authorized Persons' disclosure of Confidential Information or other breach of this Agreement. The Borrower shall safeguard the Confidential Information from unauthorized use or disclosure using the same degree of care as it takes to protect its own confidential information of similar nature (but in any event no less than a reasonable degree of care). For purposes hereof, "person" will be interpreted broadly to include any organization, governmental instrumentality, corporation, partnership, division or individual.
- 3. Notice Preceding Compelled Disclosure. If a Borrower or any Authorized Person is legally compelled to disclosc Confidential Information pursuant to a subpoena, - ~ summons, order or other governmental or administrative process or by applicable law, the Borrower shall promptly notify the Lending Agent of such request or requirement to allow the Lending Agent andlor the Principal the opportunity to seek a protective order to limit such disclosure or to take other appropriate action.
-
- m. The obligations regarding confidentiality and non-disclosure of information under this Ameement - will commence upon receipt of the Confidential Information and shall survive indefinitely (or the longest time allowed under applicable law) any termination of a Loan Agreement.
-
- Remedies. The Borrower acknowledges and agrees that Lending Agent and the Principal Lenders would suffer irreparable harm if the Borrower breaches any of the provisions of this Agreement and that money damages would not be a sufficient remedy for any such breach. Each of the Lending Agent and the Principal Lenders shall be entitled to seek specific performance and injunctive relief as remedies for any such breach. Such remedies are not the exclusive remedies for a breach of this Agreement by the Borrower but are in addition to all other remedies available at law or in equity to the Lending Agent and the Principal Lenders.
-
- Miscellaneous.
- (a) No Waiver. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
-
(b) Notices. Any communications, notices or requests between the parties in connection with this Agreement shall be given by mailing the same, postage prepaid, or by facsimile with a confirmation copy sent by mail, postage prepaid, to the party's address as set forth on the signature page hereto, or to such other addresses as either party may indicate in writing hereafter. Notices shall be effective only when received.
-
(c) Entire Ameement. This Agreement is the entire agreement between the parties and it supersedes all prior agreements, written or oral, relating to the subject matter hereof. No modification or waiver of any provision shall be binding unless in writing signed by the party against whom such modification or waiver is sought to be enforced.
- (d) Authority. Each of the parties hereto represents, covenants and agrees for itself that this Agreement has been duly signed for and on behalf of, and shall be binding on, such party by authority of its governing bodies and within the scope of its respective powers.
- (e) Severability. In case provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this agreement shall not in any way be affected or impaired thereby.
- (0 Successors and Assigns. This Agreement inures to the benefit of and is binding on the parties hereto and their respective successors and permitted assigns.
- (g) Governing Law. The validity, interpretation, performance and enforcement of this agreement shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to the relating to conflict of laws.
- (h) Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and do not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
STATE STREET BANK AND TRUST COMPANY, for itself and as agent on behalf of the Principal Lenders
By: Name: Title: -Or Address for Notices: State Street Bank and Trust Company One Lincoln Street Boston, MA 021 11 -2900 Attn: Legal Department Facsimile: 617 664-5006
MACQUARIE SECURITIES (USA) INC.
By: a6.u
Name: TO~U 6. Ca\uL d Title: T%&5 U e K. Address for Notices: Macquarie Securities (USA) Inc. 125 West 555th Street New York, NY 10019 Attn: Clare Hegarty, Legal Department Facsimile:
STATE STREET WEBLEND AGREEMENT
WHEREAS, State Street Bank and Trust Company ("State Street") has been appointed securities lending agent by certain of its clients (hereinafter collectively, the "Lenders") to lend certain of their assets to borrowers including Macquarie Securities (USA) Inc. (hereinafter the "Borrower");
WHEREAS, State Street and the Borrower have entered into the following loan agreements governing such securities loans: Securities Loan Agreement (Securities other than United States Government Securities), Securities Loan Agreement (United States Government Securities), Securities Loan Agreement (International), as amended, extended or replaced (individually a "Securities Loan Agreement" and collectively, the "Securities Loan Agreements");
WHEREAS, State Street has developed and utilizes a computerized, proprietary system known as State Street WebLend through which the borrower may both gain access to certain information regarding securities available for borrowing ("Data Access Services") and initiate requests to borrow securities ("On-Line Trading Services"). The Data Access Services and the On-Line Trading Services shall collectively be referred to herein as the "State Street WebLend System"; and
WHEREAS, State Street shall make available to the Borrower the State Street WebLend System solely for the Borrower's benefit;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows:
1. THE STATE STREET WEBLEND SYSTEM
a. Data Access Services. Subject to the terms and conditions of this Agreement, State Street shall provide the Borrower through the State Street WebLend System, access to certain information regarding Lenders' securities, including, the identity of securities available for loan, the price of such loans, the collateral price, interest rates, maturity dates, dividend information, subcustodian identification, security type and such other information necessary to query availability and book a loan (the "Data").
b. On-Line Trading Services. Subject to the terms and conditions of this Agreement, the Borrower, by utilizing the State Street WebLend System, may submit a request to borrow securities it has identified through its review of the Data.
2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE
State Street and the Borrower acknowledge that in connection with the State Street WebLend System provided under this Agreement, in no event will the Borrower have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the State Street WebLend System.
3. LIMITATION ON SCOPE OF USE
a. Designated Equipment; Designated Location. The State Street WebLend System shall be used and accessed solely on and through the designated configuration ("Designated Configuration"), if applicable, at the offices of the Borrower ("Designated Location").
b. Sco~e of Use. The Borrower will use the State Street WebLend System only for determining the availability of securities and requesting loans as provided herein. The Borrower shall not, and shall cause its employees and agents not to (i) permit any third party to use the State Street WebLend System, (ii) sell, rent, license or otherwise use the State Street WebLend System or information available thereon in the operation of its business or for any purpose other than as expressly authorized under this Agreement, (iii) use the State Street WebLend System for any fund, trust or other investment vehicle, (iv) allow access to the State Street WebLend System through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management of its borrowing business), including data from third party sources, available through use of State Street WebLend to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Borrower, or (vi) modify the State Street WebLend System in any way, including without limitation, developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.
c. Other Location. The Borrower may secure from State Street the right to access the State Street WebLend System through computer and telecommunications facilities or devices complying with the Designated Configuration, if applicable, at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the Borrower and State Street.
d. Title. Title and all ownership and proprietary rights to the State Street WebLend System, including any enhancements or modifications thereto, whether or not -. made by state Street, are and shall remain with State Street.
e. No Modification. Without the prior written consent of State Street, the Borrower shall not modify, enhance or otherwise create derivative works based upon the State Street WebLend System, nor shall the Borrower reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the State Street WebLend System.
f. Security Procedures. The Borrower shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the State Street WebLend System at the Designated Location and, upon
receipt of notice from State Street, the Borrower shall discontinue use of the State Street WebLend System.
g. Inspections. State Street shall have the right without notice to the Borrower to inspect and monitor online, the Borrower's activity on the State Street WebLend System. . On-site inspections to ensure compliance with this Agreement shall be upon prior written notice to the Borrower at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Borrower's business.
4. PROPRIETARY INFORMATION
a. Proprietary Information. The Borrower acknowledges and State Street represents that the State Street WebLend System including without limitations its databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Borrower by State Street as part of the State Street WebLend System and through the use of the State Street WebLend System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Borrower shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Borrower agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Borrower shall use all commerciallv reasonable efforts to assist State Street in identifine. . and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein.
b. Cooperation. Without limitation of the foregoing, the Borrower shall advise State Street immediately in the event the Borrower learns or has reason to believe that any person to whom the Borrower has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Agreement, and the Borrower will, at its expense, cooperate with State Street in seeking injunctive or other equitable relief in the name of the Borrower or State Street against any such person.
c. Iniunctive Relief. The Borrower acknowledges that the disclosure of any Proprietary Information or any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
d. Survival. The provisions of this Section 4 shall survive the termindtion of this Agreement.
5. LIMITATION OF LIABILITY
a. Limitation of Liability. In no event shall State Street be liable to the Borrower or any other party for any damages, including special, indirect, punitive or consequential damages even if advised of the possibility of such damages, arising out of or related to Borrower's use of the State Street WebLend System.
b. Limited Warranties. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.
c. Third-Party Data. Organizations from which State Street may obtain certain data available through the State Street WebLend System are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
6. INDEMNIFICATION
The Borrower agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney's fees, (a "Loss") suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Borrower of the State Street WebLend System, including any Loss incurred by State Street resulting from a security breach at the Designated Location or committed by the Borrower's employees or agents and (ii) any Loss resulting from incorrect Borrower instructions provided through the On-Line Trading Services. State Street shall be entitled to rely on the validity and authenticity of such Borrower instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time. Borrower further agrees to remain responsible for any transactions performed with its ID.
7. FEES
There shall be no charge for Borrower's use of the State Street WebLend System in accordance with the terms hereof.
8. TERM OF AGREEMENT
a. Term of Ameement. This Agreement shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided.
b. Termination of Ameement. Use of the On-Line Trading Services function of the State Street WebLend System relating to a security type shall terminate immediately upon termination of the Securities Lending Agreement relating to that same security type. Otherwise, this Agreement shall terminate immediately with respect to the Borrower only upon termination of all Securities Lending Agreements to which the
Borrower is a party or if a default has occurred with respect to any Securities Lending Agreement to which the Borrower is a party.
c. Termination of the Right to Use. State Street shall have the right at any time to change or discontinue any aspect or feature of the State Street WebLend System, including, but not limited to, content, hours of availability, and equipment needed for access or use. The Borrower agrees that State Street may suspend or terminate the Borrower's access to the State Street WebLend System for any reason and without prior notice to the Borrower. Upon any such termination, the Borrower's right to use the State Street WebLend System shall terminate and the Borrower shall immediately cease use of State Street WebLend System. Immediately upon termination of this Agreement, the Borrower shall return to State Street all copies of documentation and other Proprietary Information in its possession.
9. MISCELLANEOUS
a. Assignment; Successors. This Agreement and the rights and obligations of the Borrower and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street, in which case State Street shall notify the Borrower of such assignment.
b. Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality andfor protection of proprietary rights and trade secrets shall survive the termination of this Agreement.
c. Entire A~eement. This Agreement and the attachments hereto, together with the applicable Securities Loan Agreements, constitute the entire understanding of the parties hereto with respect to the State Street WebLend System and the use of the State Street WebLend System and supersede any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the State Street WebLend System, and cannot be modified or altered except in a writing duly executed by the parties. This Agreement is not intended to supersede or modify the duties and liabilities of the parties hereto under the Securities Loan Agreements or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the State Street WebLend System. No single waiver of any right hereunder shall be deemed to be a continuing waiver.
d. Severability. If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
e. On Line Trading Services. If Borrower utilizes the On-Line Trading Services by clicking on the "Book Button" or transmitting an electronic file to State Street WebLend, the Borrower understands and agrees that any such request, when accepted by
the State Street's DML System (State Street's book of record for securities lending transactions), will constitute a contract enforceable against the Borrower.
f. Governing Law; Jurisdiction: Service of Process. This Agreement shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, and hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to federal court. Borrower hereby irrevocably waives, to the hllest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints the Boston office of CT Corporation System, or another person or entity located in the Commonwealth of Massachusetts, whose name and address is designated in writing by Borrower to Lender in lieu of CT Corporation System, as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in paragraph h below. Borrower agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
g. m. The Borrower hereby acknowledges that the security, integrity and privacy of any and all information exchanged between the Borrower and State Street over the Internet cannot be guaranteed.
h. Notices. Except as otherwise specifically provided herein, any notice or communication required or permitted to be given under this Agreement may be made orally, in writing, or by any other means mutually acceptable to the parties. If in writing, a notice shall be sufficient if delivered to the party entitled to receive such notices at the following addresses:
BORROWER: Macquarie Securities (USA) Inc. 125 West 555th Street New York, NY 1001 9 Clare Hegarty, Legal Department
STATE STREET: State Street Bank and Trust Company Securities Finance State Street Financial Center One Lincoln Street Boston, Massachusetts 021 11-2900 Attn.: Business Technology Department
Telephone and facsimile notices shall be sufficient if communicated to the party entitled to receive such notice at the following numbers:
If to Borrower:
Telephone 44 20 7065 2547 Facsimile 44 20 7065 2061
If to State Street:
Telephone (617) 664-2500 Facsimile (617) 664-2722
The parties shall promptly notify each other in writing of any change of address, addressee, telephone number or facsimile number. State Street shall consider Borrower's address, addressee, telephone number and facsimile number correct unless Borrower notifies State Street in writing otherwise. This Agreement shall be effective as of the /hdL day of skCLt\$-, 2007.
| This Agreement shall be effective as of the $16^{th}$ day of $\sqrt{2}$ $\sqrt{2}$ $\sqrt{2}$ | |
|---|---|
| ----------------------------------------------------------------------------------------------- | -- |
STATE STREET B AND TRUST COMPANY
By:
NameITitle: Paul F. Lynch, CFA Senior Managing Director
MACQUARIE SE
By:
u
AGENCY AGREEMENT
RE: Securities Loan Agreement (International) dated &, 200lbetween Macquarie Securities (USA) Inc. and State Street Bank and Trust Company, as trustee, custodian, or agent for its Clients.
Please be informed that Macquarie Bank Limited, London Branch, our UK broker-dealer, registered with the Financial Services Authority, will act as agent for Macquarie Securities (USA) Inc. in relation to transactions concerning UK equities.
Macquarie Securities (USA) Inc. ("Borrower") has appointed Macquarie Bank Limited, London Branch ("Agent") as its agent with authority to make all relevant arrangements for loans of UK equities. In particular Agent may advise Borrower with respect to lending fees, collateral requirements and loan terms.. In addition Agent will also be responsible for settlement of such securities (within the CREST system) and, in its capacity as a London Stock Exchange member firm, will be responsible for ensuring compliance with the rules governing stock lending.
This serves as notice to you that Agent will be acting as our agent in respect of transactions involving UK equities and we will promptly inform you in writing if we appoint a new agent. Procedurally, operationally, contractually and from a credit perspective our usual legal and business relationship will be unaffected. All of the transaction details in relation to your trades will be determined or confirmed in the usual manner with your sales representative from Borrower, which is your sole counterparty under the above-referenced Securities Loan Agreement. You will not assume any further obligations to Borrower nor any obligations to Agent, under this arrangement concerning UK equities.
Please indicate your acknowledgment and your understanding of the above by signing in the place indicated below.
Yours sincerely,
MACQUARIE A SECURITIES (USA) INC.
[Authorized Signatory of Borrower]
56h 5. rnuLLw, ramskrzm
Acknowledged on behalf of State Street Bank and Trust Company, as trustee, custodian, or agent for its Clients.
Date
Title: Paul F. Lynch, CFA Senior Managing Director
AUSTRALIAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the I b+"%ay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Australian Corporate Securities
Securities Trading Location: Australia
Clearing Organization (if applicable):
(a) for purposes of transferring Non-Cash Collateral (see Section Z.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for purposes of transferring Borrowed Securities (see Section 3.l(b)):
CHESS or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Aueement Terms specified by this Appendix:
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
2.1 No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, a chose in action delivered under RITS and certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|
|---|---|
| Such other currency as agreed to by the parties. | |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
|
| U.S. Dollars or such other currency as agreed to by the parties | |
| Section 8.2(b) is hereby amended to read as follows: | |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| If a Loan shall not have been terminated sooner by Lender or Borrower and the Client is a resident of Australia, the Loan shall be terminated automatically on the first anniversary of the Loan unless otherwise provided here: |
|
| Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "redeliver", etc., which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one party to another as provided for in this Agreement, the party obtaining such title being obligated to deliver equivalent securities or equivalent Collateral, as the case may be. |
|
| 16. | The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
| Securities Lending: | The following provisions of this Appendix are additional or supplemental provisions for Australian |
(1) Notwithstanding anything to the contrary in this Agreement, including, without limitation, sections 2 and 3, title to the Borrowed Securities and Collateral shall pass from one party to the other. Lender and the Borrower shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
(a) any Borrowed Securities pursuant to the terms of this Agreement; and
(b) any Collateral delivered pursuant to the terms of this Agreement;
shall pass from one party to the other subject to the terms and conditions mentioned herein and on return of the same in accordance with this Agreement, free from all liens, charges and encumbrances. Until a Loan is terminated in accordance with this Agreement and subject to the terms of this Agreement, the Borrower shall have all the incidents of ownership of the Borrowed Securities and Lender shall have all of the incidents of ownership of the Collateral, including the right to transfer the same to others upon an event of Default.
(2) If Lender does not receive a franked or partially franked dividend on Borrowed Securities in circumstances where Lender would have been entitled to a franked or partially franked dividend if it had not transacted a Loan of such securities, Lender shall be paid by the Borrower at the time of payment of the dividend or dividend equivalent amount an amount, determined by Lender, so as to fully compensate Lender for the loss of any franking credit it would otherwise have been entitled to receive.
DATED this I I, day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| fi, Name: ~ULLLFJ 3 0 h ~ |
|
| By: U |
|
| T~iasu ~6% Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients - / Name: |
| 11 E I \r D ~ I By: Titlw |
|
AUSTRALIAN GOVERNMENT APPENDIX
to the SECURITIES LOAN AGREEMENT (MTERNATIONAL) dated the 1 b%\"day of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Australian Government and Semi-Government Securities
Securities Trading Location: Australia
Clearing Organization (if applicable):
(a) for purposes of transfening Non-Cash Collateral (see Section 2.l(f)): Federal Reserve, Euroclear, Reserve Bank and Trading System, Austraclear or such other clearing organization agreed to by the parties; and
@) for purposes of transferring Borrowed Securities (see Section 3.1@)): Reserve Bank Information and Trading System, Austraclear, Euroclear or such other clearing organization agreed to by the parties.
Collateral Location: United States, Australia, Euroclear or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Ameement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%)).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred two percent (102%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section I .l.
- Cash distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|
|---|---|
| Such other currency as agreed to by the parties. | |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
|
| U.S. Dollars, Australian Dollars, or such other currency as agreed to by the parties. |
|
| Section 8.2@) is hereby amended to read as follows: | |
| the close of the third Securities Trading Day following the day on which "@) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| 8.4 | If a Loan shall not have been terminated sooner by the Lender or Borrower and the Client is a resident of Australia, the Loan shall be terminated automatically on the first anniversary of the Loan. |
| 16. | The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
The following provisions of this Appendix are additional or supplemental provisions for Australian securities lending:
Notwithstanding anything to the contrary in the Agreement, including, without limitation, sections 2 and 3, title to the Borrowed Securities and Collateral shall pass from one party to the other. Lender and the Borrower shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- (a) any Borrowed Securities pursuant to the terms of the Agreement; and
- (b) any Collateral delivered pursuant to the terms of the Agreement;
shall pass from one party to the other subject to the terms and conditions mentioned herein and on return of the same in accordance with the Agreement, free from all liens, charges and encumbrances. Until a Loan is terminated in accordance with the Agreement and subject to the
terms of the Agreement, the Borrower shall have all the incidents of ownership of the Borrowed Securities and Lender shall have all of the incidents of ownership of the Collateral, including the right to transfer the same to others upon an Event of Default.
| DATED this | b day of January, 2007 |
|
|---|---|---|
| BORROWER: | MACQUARIE SECURITIES (USA) INC. | |
| By: | ||
| TR~z~u Re Title: |
||
| LENDER: | F/ STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients |
|
| / <a Name: -</a |
||
By: Title: Senior Managing Director
AUSTRIAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bVLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Austrian Corporate Securities
Securities Trading Location: Austria
Clearing Organization (if applicable):
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for purposes of the transfer of Borrowed Securities (see Section 3.l(b)):
Wertpapiersammelbank (WSB) or such other clearing organization agreed to by the Parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Ameement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
2.1 No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different tax treatment by the local tax authority than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties,
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
- 5.3 The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: U.S. Dollars or such other currency as agreed to by the parties. Section 8.2@) is hereby amended to read as follows: "@) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." Without limiting Section 13, and solely for the purposes of addressing certain particularities, Borrower shall pay all costs and taxes, including, without limitation, exchange charges or any administrative fee imposed on each late
- The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
delivery, including any penalties thereon.
DATED this I b day of January 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| r | |||
|---|---|---|---|
| Name: | 4 Oh N |
||
| By: | |||
| I |
Title: Ti'ZaS~t2-c=7e
LENDER: STATE STREET BANK AND TRUST COMPANY,
in its capacity as trustee, custodian or A agent for its Clients
Name: /
BY: Paul F. Lynch, CFA Senior Managlng Director
Title:
BELGIAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the \ b hay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Belgian Corporate Securities
Securities Trading Location: Belgium
Clearing Organization (if applicable):
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.1(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for purposes of the transfer of Borrowed Securities (see Section 3.l(b)):
Caisse lnterprofessionelle de Depot et de Virement de Titres or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|
|---|---|
| Such other currency as agreed to by the parties | |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
|
| U.S. Dollars or such other currency as agreed to between the parties. | |
| Section 8.2(b) is hereby amended to read as follows: | |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| 16. | The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
DATED this I b day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
Name: Sohr\l . muark By: Title: ~~?-EASULE~~
LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or - agent for its Clients
Name: (" /J q&-/
BY: -tLvncb.A Senior Managing Director Title:
CANADIAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the kyLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Canadian Corporate Securities
Securities Trading Location: Canada
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Nan-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties:
(b) for the purposes of the transfer of Borrowed Securities (see Section 3.1@)):
The Book-Based System of The Canadian Depository for Securities LTD or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
- In addition to the types of Collateral (identified by methods of delivery) specified in Section 2.1, certain other types of Collateral may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
- Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
U.S. Dollars or such other currency as agreed to by the parties.
Section 8.2@) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender fives - notice of termination of such Loan to Borrower. For vumoses of A. determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this b day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| , 'l3. Name: (h"nuUt~ By: -~&EA 5 M~EZR Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, <2/f< in its capacity as trustee, custodian or agent for its Clients Name: |
| Paul F. Lynch, CFA BY: Senior Managing Director Title: |
CANADIAN GOVERNMENT APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the \ bkLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Canadian Government and Agency Securities
Securities Trading Location: Canada
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties:
@) for the purposes of the transfer of Borrowed Securities (see section 3.1@)):
The Book-Based System of The Canadian Depository for Securities LTD or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred two percent (102%).
- 2.1 In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
- Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
US Dollars or such other currency as agreed to by the parties.
Section 8.2@) is hereby amended to read as follows:
"the close of the first Securities Trading Day for Treasury bills and the close of the third Securities Trading Day for Canadian Government bonds following the day on which State Street gives notice of termination of such Loan to the Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this i L day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: Tohn 'F3. ~LLLC~~-( |
||
|---|---|---|
| BY: | F6.m | |
| Title: | -i-&&sl.cW |
| LENDER: | /---. STATE STREET BANK AND TRUST COMPANY, |
|---|---|
| in its capacity as trustee, custodian or agent for its Clients |
|
Name: <Q'/%/
By: Title:
CZECH REPUBLIC EQUITIES APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the \ b **ay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Czech Republic Equities
Securities Trading Location: Czech Republic
Clearing Organization (if applicable):
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.1(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties; and
(b) for purposes of the transfer of Borrowed Securities (see Section 3.1@)):
Stredisko cenn9ch papiru (SCP) (central registry), or such other clearing organization as agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree,
The following provisions of this Appendix relate, respectively, to the following Sections ofthe Agreement.
Section of
Agreement Terms specified bv this Appendix
"Cash Collateral" means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The "Default Rate" shall be the Prime Rate, unless a different rate is agreed to by the parties.
The "Maximum Margin Amount" will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The "Minimum Margin Amount" will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be
transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
- The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
- U.S. Dollars or such other currency as agreed to between the parties.
- Section 8.2@) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
The following provision of this Appendix is an additional or supplemental provision for Czech Republic Securities Lending:
Borrower represents that it does not have a permanent establishment in the Czech Republic with which any payments in connection with the transactions contemplated by this appendix are attributable. Borrower shall be deemed to make this representation during the continuation of the Agreement with reference to the facts and circumstances then existing.
DATED this I b day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| Name: | |
| By: | |
| Title: | 7&6RS clK& |
| LENDER: | &/,. STATE STREET BANK AND TRUST COMPANY, in its ca acity as trustee, custodian or agent for its Clients |
| Name: | %.A |
| By: | Paul F. Lynch, CFA |
| Title: | Senior Managing Director |
DANISH CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the \ Lk\"day of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Danish Corporate Securities
Securities Trading Location: Denmark
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties
(b) or for the purposes of the transfer of Borrowed Securities (see Section 3.l(b)):
Danish Securities Centre Vaerdipapircentralen (VP) or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties,
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency specified here:
U.S. Dollars or such other currency as agreed to by the parties.
Section 8.2(b) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this 1 (p day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| By: | |
|---|---|
Title: -T(L&S LctLtsn
LENDER: STATE STREET BANK ANDTRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients
Name: [/~~~
By: Paul F. Lynch, CFA Senior Managlng ulrector
Title:
FINNISH CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bwkday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Finnish Corporate Securities
Securities Trading Location: Finland
Clearing Organization (if applicable):
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for purposes of the transfer of Borrowed Securities (see Section 3.1@)):
The Helsinki Stock Exchange (HSE) or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is two Collateral Transfer Days prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
5.3 The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
U.S. Dollars or such other currency agreed to by the parties.
Section 8.2@) is hereby amended to read as follows:
"@) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this I b day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | |
|---|---|
| By: | |
| Title: | &JZZ~U~U? |
| LENDER: | STATE STREET BANK AND TRUST COMPANY, |
|---|---|
in its capacity as trustee, custodian or agent for its Clients Name:
By: n Title:
FRENCH CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bvLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: French Corporate Securities
Securities Trading Location: France
Clearing Organization (if applicable):
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for purposes of the transfer of Borrowed Securities (see Section 3.1@)):
SICOVAMIRELIT or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars or such other currency agreed to by the parties. |
| Section 8.2@) is hereby amended to read as follows: |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
The following provisions of this Appendix are additional or supplemental provisions for French Corporate Securities Lending:
If the Lender loses its entitlement to (i) receive a refund of avoir fiscal, or any other equivalent tax refund or credit applicable pursuant to French law, on dividends or other distributions described in Section 3.3, attributable to Borrowed Securities or (ii) claim for a reduction of French tax liability in situations where the Lender would have been so entitled to such
[Remainder of page intentionally left blank.]
refund or claim, Borrower shall pay to Lender on payable date of such distribution an amount, determined reasonably by Lender, which shall fully compensate Lender for all or any part of such refund or claim which is not reclaimable or not eligible to be offset against French tax liability.
DATED this /lo day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| - .J MCLULIII oAl~ Name: By: Te!Zks u12@ Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients Name: |
| By: | Paul F. Lynch, CFA |
|---|---|
| Managlng Dt'ector Senior - |
|
| Title: |
GERMAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 Lv%ay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Bonower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govem certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: German Corporate Securities
Securities Trading Location: Federal Republic of Germany
Clearing Organizations (if applicable):
(a) for purposed of the transfer of Non-Cash Collateral (see Section 2.1(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties; and
(b) for purposes of the transfer of the Borrowed Securities (see Section 3.l(b)):
Kassenverein or such other clearing organization as agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of Agreement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution fTom Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here. |
| U.S. Dollar or such other currency as agreed to by the parties |
| Section 8.2(b) is hereby amended to read as follows: |
| "the close of the second Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
DATED this l b day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| By: TRE~I 5 UEL* Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, agent for its Clients Name: |
| -d~&vnr.h.A BY: Senior Managing Director Title: |
w:\legal\ borrowerappendix sent \ushacquariesecurities\germancolp
The attached document contains information which is confidential and proprietary to State Street Bank and Trust Company ("State Street"). It is being provided for the exclusive purpose of allowing you to assess participation in a securities lending program operated by State Street. Its use for any other purpose or its distribution to anyone other than your own personnel engaged in this assessment is prohibited without State Street's prior written permission.
This document is the current standard agreement which forms the basis of negotiations with potential borrowers under State Street's securities lending program. During the course of such negotiations with various borrowers, State Street may in its discretion modify this document in whole or part.
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 &%ay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those securities Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Hong Kong Corporate Securities
Securities Trading Location: Hong Kong
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for the purposes of the transfer of Borrowed Securities (see Section 3.1@)):
The Central Clearing and Settlement System or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other countries as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Ameement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
| If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location). |
|---|
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars or such other currency as agreed to by the parties. |
| Section 8.2 is hereby amended to read as follows: |
| "Lender may cause the termination of a Loan by giving notice of termination of such Loan to Borrower prior to the close of business on any Securities Trading Day. Upon such notice, Borrower shall deliver Borrowed Securities to Lender no later than the earlier of: |
| the close of business one Securities Trading Day prior to the last Securities (a) Trading Day of the customary delivery period for such securities; or |
| the close of the third Securities Trading Day following the day on which (b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| Without limiting Section 13, and solely for the purposes of addressing certain particularities, Borrower shall pay all costs and taxes, including without limitation, any and all profits tax liabilities that should arise in the event a Loan is treated as a sale of stock. In addition, Borrower shall pay when due all stamp duty liabilities on each Loan and return of Hong Kong stock (if any). |
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
The following provision of this Appendix is an additional or supplemental provision for the lending of Hong Kong Corporate Securities:
In addition to the costs and taxes payable pursuant to the Agreement, the Borrower shall
(i) cause all Borrowed Securities or instruments of transfer related thereto to be duly stamped in accordance with applicable law; and
(ii) pay when due all (a) transfer taxes and (b) stamp duties, whether such taxes or duties are assessed against or incurred by Borrower or State Street in respect of the Agreement and any transactions arising out of the Agreement.
DATED this Id day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| ~ ~ E % s u E ~ Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, c3/ in its capacity a=stee, custodian or agent for its Clients k \$ ~ Name: |
| n By: Title: |
HONG KONG STOCK ADDENDUM -
THIS ADDENDUM is entered into the 1 OL day A'--, 2OO&etween State Street Bank and Trust Company ("Lender") and Macquarie Securities (USA) Inc. ("Borrower"), a company incorporated under the laws of MEW y ,,~c supplements, amends and forms part of the Securities Lending Agreement entered into between the Parties dated December -, 2006, and any other agreement between the Parties which such agreement replaced or amended or replacing or amending such agreement (the "Agreement").
1. Interpretation
(a) Definitions
"Collector" means the Collector of Stamp Revenue appointed under section 3 of the Ordinance;
"Hong Kong stock" has the meaning set out in section 2 of the Ordinance;
"Ordinance" means the Hong Kong Stamp Duty Ordinance (Cap. 117), as amended fiom time to time: and
"Stock Borrowing" has the meaning set out in section 19(16) of the Ordinance.
(b) From and after the date hereof in relation to a borrowing of Hong Kong stock, reference to the "Agreement" in the Agreement and in this Addendum shall be deemed to include a reference to the Agreement as amended by the terms of this Addendum, unless the context indicates otherwise.
(c) Capitalized terms which are not otherwise defined in this Addendum shall have the meaning ascribed to them in the Agreement.
2. Application
(a) The Parties hereby agree that the terms of this Addendum shall apply in addition to the terms set out in the Agreement in the event that the borrowed securities fall within the definition of Hong Kong stock. For the avoidance of doubt, where such securities do not comprise Hong Kong stock, the terms of this Addendum shall not apply.
(b) In the event of conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall prevail. Except as otherwise set forth herein, the Agreement shall remain unchanged and in full force and effect.
(c) The provisions of this Addendum shall apply to all transactions in Hong Kong stock which have been entered into under the Agreement since 8 July 1994 and which will be entered into under the Agreement.
(d) This Addendum supersedes all other addenda to the Agreement relating to transactions in Hong Kong stock.
3. Representations and Warranties
In addition to the representations and warranties set out in the Agreement and in order to comply with the requirements of the Ordinance, the Borrower hereby warrants and undertakes to the Lender on a continuing basis to the intent that such warranties and undertakings shall survive the completion of any transaction contemplated herein that:
(a) the Borrower is borrowing or will borrow Hong Kong stock under the Agreement for one or more of the "specified purposes" as required by section 19 of the Ordinance namely:
(i) to settle a contract to sell Hong Kong stock wherever effected, whether by the Borrower or another person;
(ii) to settle a future contract to sell Hong Kong stock, whether agreed or not when the transaction is effected and whether by the Borrower or another person;
(iii) to replace, in whole or in part Hong Kong stock obtained by the Borrower under another stock borrowing;
(iv) to on-lend Hong Kong stock to another borrower who effects a borrowing in respect of the same; or
(v) such other purpose as the Collector may, in writing, agree; and
(b) it will comply with the requirement for a "stock return" under section 19 of the Ordinance.
4. The Borrower's Obligations
(a) The Borrower hereby undertakes to the Lender on a continuing basis that it shall:
(i) within two (2) weeks of the date of execution of this Addendum (one (1) month if executed outside Hong Kong) or as otherwise required by the Collector, provide the Collector with: (x) an executed copy of the Agreement, and this Addendum (or, in either case, in such other form thereof as may be acceptable to the Collector); (y) such fees as may be
specified from time to time by the Hong Kong tax authorities for these purposes; and (z) such other documents, particulars and information as the Collector may require;
(ii) promptly notify the Lender upon its having complied with its undertaking under paragraph 4 (a) (i) above and provide to the Lender such documents as the Lender may reasonably request in respect of the same;
(iii) promptly comply with all filing and reporting obligations and do all other acts and things as may be required by the Collector from time to time.
(iv) promptly pay and account for any transfer, registration or similar charges or duties or taxes (including stamp duty and any penalties relating thereto) chargeable on the Borrower or the Lender in connection with any transactions effected pursuant to or contemplated by the Agreement in relation to Hong Kong stock; and
(v) hold the Lender harmless from and against any liability, losses, expenses, and costs (including reasonable legal costs) reasonably arising as a result of the Borrower's failure to make any payment hereunder, or on its due date or as a result of any breach by the Borrower of any or all of the undertakings given by the Borrower to the Lender pursuant to this Addendum.
(b) In the event that the Borrower is in breach of any of its undertakings under paragraph 4 (a) above, the Lender may (but shall not be obliged to) provide the Agreement, this Addendum, pay such fee and/or provide such other documents, particulars and information and/or do all other acts and things at the cost and expense of and on behalf of the Borrower, without prejudice to the provisions of the Agreement.
(c) The Borrower acknowledges that the Lender may notify the Collector of the Agreement, this Addendum and transactions entered into pursuant thereto.
5. Law and Jurisdiction
This Agreement is governed by and shall be construed in accordance with the laws of C..~SC~~~S~ .
IN WITNESS whereof, this Addendum has been executed on behalf of the Parties the date and year first above written.
| LENDER: | STATE STREET BANK AND |
|---|---|
| By: | |
| SOLN a MuLLlrJ Name: |
|
| TR&5 KRL* Title: |
|
BORROWER: MACQUARIE SECURITIES OJSA) INC.
By: Signature
Name: Paul F. Lvnch, CFA Senior Managing Director Title:
HUNGARIAN EQUITIES APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 byhay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Hungarian Equities
Securities Trading Location: Hungary
Clearing Organization (if applicable):
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.1(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties; and
(b) for purposes of the transfer of Borrowed Securities (see Section 3.l@)):
The Central Clearinghouse and Depository of Budapest ("KELER), or such other clearing organization as agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
"Cash Collateral" means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The "Default Rate" shall be the Prime Rate, unless a different rate is agreed to by the parties.
The "Maximum Margin Amount" will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The "Minimum Margin Amount" will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: Such other currency as agreed to by the parties. The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: U.S. Dollars or such other currency as agreed to between the parties. Section 8.2(b) is hereby amended to read as follows: "(b) the close of the third Securities Trading Day following the day on which Lender gives - notice of termination of such Loan to Borrower. For purposes of - determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." 16. The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this l(d day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| Name: | |
| By: | |
| Title: | I-rb34 SULL?K |
| LENDER: | STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients |
| Name: | |
| By: | Do#- |
| Title: | Senior ~anaging- Director |
ITALIAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 b*day of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) l[NC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Italian Corporate Securities
Securities Trading Location: Italy
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.1(9):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for the purposes of the transfer of Borrowed Securities (see Section 3.1@)):
Monte Titoli or such other clearing organization agreed to by the parties;
Collateral Location: U.S. or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of Agreement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
2.1 No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as ageed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
U.S. dollars or such other currency agreed to by the parties.
Section 8.2(b) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this / d day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| / 4 61 B . L.L ;t~ Name: N By: T~IZT'CI%UE& Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, for its Clients Name: |
| Paul F. Lynch, CFA BY: Senior Managing Director Title: |
JAPANESE CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the ) ~*da~ of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Japanese Corporate Securities
Securities Trading Location: Japan
Clearing Organization (if applicable):
(a) for the purposes of transferring Non-Cash Collateral (see Section 2.1(9):
Depository Trust Company or such other clearing organization agreed to by the parties
@) for the purposes of transfening Borrowed Securities (see Section 3.l@)):
JASDEC or such other clearing organization as agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of Agreement Terms specified by this Appendix
Cash Collateral means collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount. The Borrower agrees that Borrower will collateralize all bonus shares issued in respect of Loans of Japanese corporate securities on record date.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to -, Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
The Borrower acknowledges and agrees that in the event it borrows registered shares of Japanese corporate securities and foreign ownership limits on these securities are reached during the term of the loan (such that a non-Japanese resident holding these securities would not receive certain dividends andlor entitlements), the Borrower shall compensate State Street on behalf of its client(s), for any lost distributions and /or entitlements of any kind, declared on these securities until such time as Borrower returns foreign registered securities to State Street and these securities are re-registered in the name of State Street on behalf of the relevant client(s).
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l.
| Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties. |
| If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location). |
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars or such other currency as agreed to by the parties. |
| Section 8.2(b) is hereby amended to read as follows: |
| "0) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading |
Day that follows the Securities Trading Day on which notice is given."
- The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this i(o day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| - | |||
|---|---|---|---|
| Name: | 3 oku | ||
| By: | |||
| Title: | ~ e & |
5 UY;: |
| LENDER: | STATE STREET BANK AND TRUST COMPANY, |
|---|---|
| for its Clients | |
| Name: | |
| ~aul F. Lvnch, CFA BY: |
|
| Senior Managing Director | |
| Title: |
JAPANESE GOVERNMENT APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bhz-day of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Japanese Government and Agency Securities
Securities Trading Location: Japan
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.1(9):
Depository Trust Company or such other clearing organization agreed to by the parties.
(b) for the purposes of the transfer of Borrowed Securities (see Section 3.l(b)):
Bank of Japan-Net. or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree,
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of Agreement Terms specified bv this Avuendix
Cash Collateral means Collateral in the lawhl currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred two percent (102%).
2.1 No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars or such other currency agreed to by the parties. |
| Section 8.2@) is hereby amended to read as follows: |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| The exchange rate used for conversion of currency exchange values shall be the |
pricing service. In addition to the terms and conditions of the Agreement, the following provisions of this Appendix are additional and supplemental provisions which apply specifically to Loans of
Japanese Government and Agency Securities:
rate as determined by State Street by utilizing an internationally recognized
Settlement of loans and returns of Borrowed Securities shall be effected by the physical delivery of 'Touroku Henkou Seikyushyo" Application for Registration of Transfer (hereafter, "Transfer Application") to Borrower or Lender.
Unless otherwise notified by Lender, upon termination of a Loan of Borrowed Securities, Borrower shall deliver to Lender Transfer Applications in the same form and denomination as delivered by Lender to Borrower at the time of the Loan. If requested to do so, Borrower shall deliver to Lender Transfer Applications in such other denominations as Lender may specify by notice to Borrower. Such Transfer Applications delivered by Borrower shall have the legal effect of the delivery of valid legal title to the Borrowed Securities which it represents, free and clear of the rights or claims of others and shall represent Borrowed Securities the coupon or interest payments on which are not subject to withholding tax under Japanese law. In the event that such Transfer Applications fail to comply with the previous sentence, such failure shall be an event of default under the Agreement, notwithstanding that the Collateral for the Borrowed Securities may have been released to the Borrower upon receipt of such Transfer Application.
Unless otherwise notified by Lender, Borrower shall notify Lender on or before the Confirmation Date whether or not Borrowed Securities will be returned by Borrower to Lender by the close of business on the Settlement Date.
If (i) the Record Date for the payment of distributions on Borrowed Securities occurs during the term of a Loan or (ii) Borrower notifies Lender that it will return Borrowed Securities on or before the Settlement Date and fails to do so, or (iii) Borrower returns Borrowed Securities on any Securities Trading Day during the period starting with and including the Confirmation Date through and including the Record Date (without prior notice of a return) and as a result of either (i), (ii) or (iii) above, Lender is unable to obtain compensation for distributions for any reason whatsoever, including the inability to recover such amount from the registered owner, Borrower shall compensate Lender for the amount of the distribution, gross of any withholding taxes, on the Borrowed Securities.
For the purposes of this Appendix, the following terms shall have the following meanings:
"Confirmation Date" means the close of business on the Securities Trading Day on the Bank of Japan calendar immediately preceding the last Securities Trading Day on the Bank of Japan calendar on which Japanese Government and Agency Securities can be traded for settlement on the Settlement Date.
"Record Date" means the record date according to the Bank of Japan calendar for the payment of distributions in respect of the Borrowed Securities.
"Settlement Date" means the last settlement date for the settlement of Japanese Government and Agency Securities according to the Bank of Japan calendar prior to the Record Date.
Nothing contained in the foregoing provisions shall be construed as relieving Borrower of its obligations under the terms of 3.3(a) of the Agreement.
| BORROWER: | MACQUARIE SECURITIES (USA) INC. By: uLEK T L ~ S Title: |
|---|---|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients Name: n By: rrrs |
Title:
DATED this I b day of January, 2007
NETHERLANDS CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bVLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Netherlands Corporate Securities
Securities Trading Location: The Netherlands
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for the purposes of the transfer of Borrowed Securities (see Section 3.1@)):
Euroclear nederlands or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be thc Prime Rate, unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be
transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
U.S. Dollars or such other currency as agreed to by the parties.
Section 8.2(b) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
16. The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this I L day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | hn T o . ~ u L L N I |
|---|---|
| By: | |
| Title: | fl u ~ 5 5 ~ e % |
LENDER: STATE STREET BANK AND TRUST COMPANY,
in its capacity asatee, custodian or agent for its Clients
Name: d/// ' a ,
BY: 22-A Senior Managing Director Title:
NEW ZEALAND CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 b %ay of January, 2007(the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: New Zealand Corporate Securities
Securities Trading Location: New Zealand
Clearing Organization: (if applicable):
(a) for the purpose of transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for the purpose of transfer of Borrowed Securities (see Section 3.1@)):
New Zealand Central Securities Depository Limited (NZCSD); Reserve Bank of New Zealand or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution fiom Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location.) The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: Such other currency as agreed to by the parties. The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: U.S. Dollars or such other currency agreed to by the parties. Borrower may cause the termination of a Loan, at any time, by returning the Borrowed Securities to the Lender unless otherwise agreed to here: In the event that a Loan is made prior to a book-closure date for participation in a Dividend Reinvestment Plan ("DRP"), Borrower acknowledges and agrees that it shall (a) comply with Lender's instructions with regards to participation in such
DRP and (b) not cause the termination of such Loan at any time during the period commencing five Business Days prior to the above referenced book-closure date through the Ex-date, inclusive, for said participation. In the event that Borrower fails to comply with the above, Borrower shall compensate Lender for the full market value of the distribution which Lender would have received had Lender not Loaned the securities, and shall deliver such distribution in the form of Cash or securities, at Lender's option. For the purposes of this Appendix, "Ex-Date" shall mean the date when securities are traded without the most recently announced entitlement. "Book-Closure Date" shall mean the date by which a change of registration must be submitted to the company registrar in order for the new registrant to receive an upcoming entitlement from the issuer.
Section 8.2(b) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this jb day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: 5;; An a . ~ U L W |
|
|---|---|
| By: | |
| Title: | u L8-R -ye ~ 4 5 |
LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients
Name:
By: Title:
NEW ZEALAND GOVERNMENT APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bhay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: New Zealand Government Securities
Securities Trading Location: New Zealand
Clearing Organization (if applicable):
(a) for purposes of transfemng Non-Cash Collateral (see Section 2.l(f)): Federal Reserve, Euroclear, New Zealand Central Securities Depository Limited ('WZCSD") or such other clearing organization agreed to by the parties; and
(b) for purposes of transfemng Borrowed Securities (see Section 3.1@)): New Zealand Central Securities Depository Limited ('WZCSD"), Euroclear or such other clearing organization agreed to by the parties.
Collateral Location: United States, New Zealand, Euroclear or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is specified here:
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred two percent (102%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars, Australian Dollars, or such other currency as agreed to by the parties. |
| Section 8.2(b) is hereby amended to read as follows: |
| the close of the second Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| If a Loan shall not have been terminated sooner by the Lender or Borrower, it shall be terminated automatically on the first anniversary of the Loan. |
[Remainder of page intentionally left blank.]
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this / b day of December, 2006
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | 8, mUU-rd Crohn |
|---|---|
| By: | |
| Title: | ="&sU L& |
| LENDER: | STATE STREET BANK AND TRUST COMPANY, |
|---|---|
| in its capacity as trustee, custodian or agent for its Clients | |
| Name: |
By: P ~rn T:+ln seniosi GrGtor
NORWEGIAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the I b &l'day of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Norwegian Corporate Securities
Securities Trading Location: Norway
Clearing Organization (if applicable):
(a) for the purposes of delivering Non-Cash Collateral (see Section 2.1 (f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for the purposes of delivering Borrowed Securities (see Section 3.l(b)):
Oslo Stock Exchange (OSE) or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other organization agreed to by the parties
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
2.1 No later than the Collateral Transfer Day that is two Collateral Transfer Days prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
_ .
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as ageed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
5.3 The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
U.S. Dollars or such other currency agreed to by the parties.
Section 8.2@) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
- The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
- DATED this ld day of December, 2006
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | a. ~ULLLN J o h ~ |
|---|---|
| By: | |
| Title: | '77bP5 U WTK |
| LENDER: | STATE STREET BANK AND TRUST COMPANY, |
|---|---|
| ., in its cauacitv as trustee. custodian or agent for its Clients |
|
| ,/- Name: |
|
BY: Paul F. Lvnch, CFA Senior Managing Director
Title:
PORTUGUESE EQUITY APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the1 b%ay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Portuguese Equity Securities
Securities Trading Location: Portugal
Clearing Organization (if applicable):
(a) For the purposes of the transfer of Cash Collateral (see Section2.l(d)):
Federal Reserve wire service or such other Clearing Organisation as the Parties may agree.
(b) for purposes of delivering Non-Cash Collateral (see Section 2.l(e):
Depository Trust Company or such other Clearing Organization as agreed to by the parties; and
(c) for purposes of delivering Borrowed Securities (see Section 3.l(b)):
Interbolsa or such other Clearing Organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of Ameement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
Collateral shall be delivered to the Lender on the Collateral Transfer Day that is one day prior to the Securities Trading Day upon which Borrowed Securities are to be transferred to Borrower unless otherwise agreed to by the parties.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different tax treatment by the local tax authority than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
Cash distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location.)
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here:
U.S. Dollars or such other currency as agreed to by the parties.
Section 8.2@) is hereby amended to read as follows:
"(b) the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice of termination is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this / 6 " day of &2+%&2002
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | a . )~L(Lc~~J 3-oi-r~ |
|---|---|
| By: | |
| Title: | -rkfiS L t.72 (,L |
| LENDER: | STATE STREET BANK AND TRUST COMPANY. in its capacity as trustee, custodian or agent for its Clients Name: |
|---|---|
| h ~r P By: |
|
| senio=i; ~rgtor T;tln |
SINGAPORE CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 b YLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Singapore Corporate Securities
Securities Trading Location: Singapore
Clearing Organization (if applicable):
(a) for the purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for the purposes of the transfer of Borrowed Securities (see Section 3.1@)):
Depository Trust Company, the Stock Exchange of Singapore Ltd., and Central Depository Pte. Ltd. or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other countries as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
2.1 No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|
| Such other currency as agreed to by the parties. |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
| U.S. Dollars or such other currency agreed to by the parties. |
| In the event that the Borrower fails to deliver recalled securities within the time specified in Section 8.2, and, as a result of such failure, a buy in has occurred against State Street's account, Borrower will be liable for any and all costs, fees, penalties or expenses associated with said buy in. |
| Section 8.2@) is hereby amended to read as follows: |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
| Unless otherwise agreed to by the Parties hereto, if Borrower borrows Singapore Corporate Securities registered as foreign stock (for purposes of this Section 8.4, "Foreign Stock") then Borrower shall return Foreign Stock upon termination of the Loan. Unless otherwise agreed to by the Parties hereto, if Borrower borrows Singapore Corporate Securities registered as local stock and (i) a Foreign Stock tranche exists or (ii) during the term the Loan is outstanding, the issuer of the Loaned Securities creates a tranche for Foreign Stock, then in either case Borrower shall return Foreign Stock in accordance with the terms hereof upon termination of the Loan. |
| Without limiting Section 13, and solely for the purposes of addressing certain particularities, Borrower shall pay, when due, all costs and taxes, including, without limitation, (i) all stamp duty liabilities that should arise on each Loan and return of Singapore Corporate Securities (if any); and (ii) any and all penalties imposed on or assessed against Lender or Client by reason of the Borrower failing to return securities pursuant to the terms hereof, regardless of any partial return of Borrowed Securities by Borrower. All settlement costs on trade fails shall be paid by Borrower. |
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State' Street by utilizing an internationally recognized pricing service. |
DATED this Ib day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| TO~U a . Name: AJ By: -#?a5 &ka Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, / Name: Paul F. Lynch, CFA BY: Senior ~anagingetfector Title: |
SOUTH AFRICAN CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bVLday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: South African Corporate Securities
Securities Trading Location: South Africa
Clearing Organization (if applicable)
(a) for purposes of the transfer of Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for purposes of the transfer of Borrowed Securities (see Section 3.1@)):
Johannesburg Stock Exchange or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Ameement Terms specified bv this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is three Collateral Transfer Days prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any Relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
| 4.503) | If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered bv the close of the Collateral Transfer Dav ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivew Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location). |
|---|---|
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|
| Such other currency as agreed to by the parties. | |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
|
| U.S. Dollars or such other currency agreed to by the parties. | |
| Section 8.2@) is hereby amended to read as follows: | |
| the close of the first Securities Trading Day following the day on "(b) " which Lender mves notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender. the first Securities Trading - Day - shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| Borrower must redeliver Borrowed Securities registered, as directed by State Street, by the South African or United Kingdom Registry. |
|
| Without limiting Section 13, and solely for the purposes of addressing certain particularities, Borrower shall pay to the Lender, or the appropriate authority, as the case may be, all costs and taxes, including without limitation, the Uncertificated Securities Tax, stamp duty or similar charges payable in respect of any transfers of Borrowed Securities, together with any penalty or fee that may be assessed or imposed upon any transfer of the Borrowed Securities from or to the Lender, and Borrower shall hold Lender harmless from any and all actions taken by such authority due to any failure to make such payment. |
|
| 16. | The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
DATED this 16 day o 200 2
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| Name: By: P-& TE~SU Title: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, in its cavacitv as trustee. custodian or agent - for its Clients Name: By: |
| Title: |
SPANISH CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 b%dday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Spanish Corporate Securities
Securities Trading Location: Spain
Clearing Organization (if applicable):
(a) for purposes of transferring Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
(b) for purposes of transferring Borrowed Securities (see Section 3.1@)):
Servico de Compensacion y Liquidacion de Valores (SCLV); or Valores acojidos a fungibilidad or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Avpendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
| 5.2 | The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|---|---|
| Such other currency as agreed to by the parties. | |
| 5.3 | The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here. |
| U.S. Dollars or such other currency as agreed to by the parties | |
| Section 8.2@) is hereby amended to read as follows: | |
| the close of the third Securities Trading Day following the day on which "@) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
DATED this 1 (o day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| By: | < (I |
|---|---|
| Title: | 154-5 ULtx |
LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients
Name:
| By: | D mr A |
|---|---|
| Title: | ;kctor ~ e n i o m |
SWEDISH CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the \ Leday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Swedish Corporate Securities
Securities Trading Location: Sweden
Clearing Organization (if applicable):
(a) for the purposes of transferring Non-Cash Collateral (see Section 2.1 (f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for the purposes of transfening Borrowed Securities (see Section 3.l@)):
Vardepapperscentralen or such other clearing organization as agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
2.1 No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .I. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any Relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
5.2 The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: Such other currency as agreed to by the parties. The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here. U.S. Dollars or such other currency as agreed to by the parties. Section 8.2@) is hereby amended to read as follows: "(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." 16. The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this 6 day o OO~
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | ||
|---|---|---|
| By: | ||
| Title: | -~zA~L*~-~sK |
LENDER: STATE STREET BANK AND TRUST COMPANY,
Name:
By: Paul F. Lynch, CFA Senior Managing Director Title:
SWISS CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 beday of JANUARY, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Swiss Corporate Securities
Securities Trading Location: Switzerland
Clearing Organization (if applicable):
(a) for the purposes of transfemng Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization agreed to by the parties; and
@) for the purposes of transfemng Borrowed Securities (see Section 3.l(b):
(SIS) Segalntersettle or such other clearing organization agreed to by the parties.
Collateral Location: U.S. or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following sections of the Agreement.
Section of
Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Collateral with a Collateral Value not less than the Minimum Margin Amount.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any Relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
5.2 The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: Such other currency as agreed to by the parties. 5.3 The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: U.S. Dollars or such other currency agreed to by the parties. Section 8.2(b) is hereby amended to read as follows: "(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this J(o day of January, 2007
BORROWER: MACQUARIE SECURITIES (USA) INC.
| Name: | |
|---|---|
| By: | |
| Title: | 7 URBK |
LENDER: STATE STREET BANK AND TRUST COMPANY, in its capacity as trustee, custodian or agent for its Clients
Name:
| By: | P A |
|---|---|
| Title: | se " i o w e c t o r |
THAI CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the 1 bwkday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Thai Corporate Securities
Securities Trading Location: Thailand
Clearing Organization (if applicable):
(a) for purposes of delivering Non-Cash Collateral (see Section 2.l(f)):
Depository Trust Company or such other clearing organization as agreed to by the parties; and
(b) for purposes of delivering Borrowed Securities (see Section 3.1@)):
Thailand Securities Depository Co. Ltd. (TSD) or such other clearing organization agreed to by the parties.
Collateral Location: United States or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of
Ameement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location unless a different currency is agreed to by the parties.
The Default Rate means the one-month London Inter Bank Offered Rate as quoted by Bloomberg or such other nationally recognized reporting service selected by State Street ("LIBOR) as of 11:00a.m., London Time, on the date on which it is to be determined or, in the case of an expense attributable to a particular transaction and where the parties have previously agreed to a rate of interest for the transaction, that rate of interest if it is greater than LIBOR, PROVIDED THAT no such waiver in respect of one transaction shall bind it in respect of any other transaction.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
Collateral shall be delivered to the Lender on the Collateral Transfer Day that is two days prior to the Securities Trading Day upon which Borrowed Securities are to be transferred to Borrower unless otherwise agreed to by the parties.
In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral (delivered in the method specified) may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1. Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different tax treatment by the local tax authority than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
Cash distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location.)
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|
|---|---|
| Such other currency as agreed to by the parties. | |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
|
| U.S. Dollars or such other currency as agreed to by the parties. | |
| Section 6.4 of the Agreement is hereby amended to add a sentence immediately following the first sentence thereof, to read as follows: |
|
| "Borrower further represents and warrants that it is not the recipient of a license for securities lending and borrowing business under the law governing securities and the stock exchange of Thailand." |
|
| Section 8.1 is hereby amended to read as follows: | |
| "Borrower may cause the termination of a Loan, at any time, by returning the Borrowed Securities to Lender, provided, however, that the Borrower agrees to return not less than all of the Borrowed Securities constituting a Loan." |
|
| Section 8.2@) is hereby amended to read as follows: | |
| the close of the third Securities Trading Day following the day on which "(b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| Sand9 | Notwithstanding anything in the Agreement to the contrary, Borrower must redeliver "foreign" registered (scripless, depository held only) shares and deliver all of the Borrowed Securities constituting a Loan. Subject to the provisions of Section 9 of the Agreement, failure to either redeliver "foreign" registered or return all of the Borrowed Securities constituting a Loan shall be deemed an Event of Default under the Agreement. |
- Without limiting Section 13, and solely for the purposes of addressing certain particularities, Borrower shall also be liable for exchange charges or any administrative fee imposed on each late delivery, including any penalties thereon and any losses or liabilities as a result of a buy-in. In addition, the Borrower shall pay when due, all stamp duties and registration costs, if any, that are assessed with respect to any transfers of the Borrowed Securities from and to Lender in respect of this Agreement and any transactions arising out of this Agreement. In theevent that foreign ownership limits are reached, the Borrower will be required to compensate Lender for any lost distributions or entitlements of any kind, notwithstanding that the securities are no longer the subject of a Loan.
- The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this (6 day of 2001
BORROWER: MACQUARIE SECURITIES (USA) INC.
Name: . MuLLI~ By: ,&&-a Title: T~I~~uR~x
| LENDER: | STATE STREET BANK AND TRUST COMPANY. in for its Clients Name: , |
|---|---|
| Paul F. Lynch. CFA BY: |
|
| Senior Managing Director Title: |
UNITED KINGDOM CORPORATE APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the I b%ay of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: United Kingdom Corporate Securities
Securities Trading Location: United Kingdom
Clearing Organization (if applicable):
(a) for the purposes of transferring Borrowed Securities (see Section 3.l(b):
the CREST book-entry system or such other clearing organization agreed to by the parties.
Collateral Location: U.S. or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following sections of the Agreement.
Section of Agreement Terms specified by this Appendix-
Cash Collateral means United States Dollars unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate unless a different rate is agreed to by the parties.
The Maximum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
The Minimum Margin Amount will be determined by multiplying the Market Value of the Borrowed Securities by one hundred five percent (105%).
No later than the Collateral Transfer Day that is one Collateral Transfer Day prior to the Securities Trading Day upon which the Borrowed Securities are to be transferred to Borrower as a Loan, Borrower shall deliver to the Lender Cash Collateral with a Collateral Value not less than the Minimum Margin Amount.
For purposes of Section 2.1, the only form of acceptable Collateral shall be Cash Collateral.
Agreement as to acceptable forms of Collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable to the parties.
Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different tax treatment by the local tax authority than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities unless a different currency is specified here:
Such other currency as agreed to by the parties.
- If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location).
- The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here:
Such other currency as agreed to by the parties.
Section 8.2@) is hereby amended to read as follows:
"(b) the close of the third Securities Trading Day following the day on which Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given."
The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service.
DATED this I day of January, 2007
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| T0hu 3. dnuLLrd Name: By: I/ TB~~UE% Title: |
|
| LENDER: | - STATE STREET BANK AND TRUST COMPANY, "?z6g&/ in its capacity as trustee, custodian or agent for its Clients Name: BY: - L |
| Senior Managing Director Title: |
EUROCLEAR APPENDIX
to the SECURITIES LOAN AGREEMENT (INTERNATIONAL) dated the \ b 'Lday of January, 2007 (the "Agreement") between STATE STREET BANK AND TRUST COMPANY, as trustee, custodian, or agent for its Clients ("Lender"), and MACQUARIE SECURITIES (USA) INC. ("Borrower")
Pursuant to Section 15 of the Agreement, Lender and Borrower enter into this Appendix to govern certain aspects of those Loans that are hereafter made under the Agreement and which are described as follows:
Type of Securities: Securities Held and Traded in Euroclear
Securities Trading Location: Belgium
Clearing 'Organization (if applicable):
(a) for purposes of transferring Non-Cash Collateral (see Section 2.l(f)):
Euroclear or such other clearing organization as agreed to by the parties; and
@) for purposes of transfening Borrowed Securities (see Section 3.1@)):
Euroclear, Depository Trust Company or such other clearing organization agreed to by the parties.
Collateral Location: United States, Euroclear or such other location as the parties may agree.
The following provisions of this Appendix relate, respectively, to the following Sections of the Agreement.
Section of Agreement Terms specified by this Appendix
Cash Collateral means Collateral in the lawful currency of the Collateral Location, unless a different currency is agreed to by the parties.
The Default Rate shall be the Prime Rate, unless a different rate is specified here:
The one month local LIBOR Rate (of the currency in which the security is traded) plus two hundred basis points;
The Maximum Margin Amount for equity securities will be determined by multiplying the market value of the Borrowed Securities by one hundred eight percent (108%). The Maximum Margin Amount for fixed income securities will be determined by multiplying the Market Value of the Borrowed Securities by one hundred and five percent (105%).
The Minimum Margin Amount for equity securities will be determined by multiplying the market value of the Borrowed Securities by one hundred five percent (105%). The Minimum Margin Amount for fixed income securities will be determined by multiplying the Market Value of the Borrowed Securities by one hundred and two percent (102%).
- In addition to the types of Collateral specified in Section 2.1, certain other types of Collateral including cash delivered through the Euroclear System in Brussels, Belgium may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1 .l. Agreement as to acceptable forms of collateral may be made by the following means of communication: telephonic communication, facsimile, electronic mail, in writing or other means mutually acceptable by the parties.
- Notwithstanding Section 2.4, Borrower acknowledges that distributions on Non-Cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or anv relevant Client for any disparate treatment as a result of its receiving the distribution from Lender (as opposed to a distribution from issuer directly). In addition, Lender shall reduce the amount of such distributions paid to -. Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.
Distributions on Non-Cash Collateral are to be delivered to Borrower in the currency in which such distributions are made by the issuer of such security, unless a different currency is specified here:
Such other currency as agreed to by the parties.
- In addition to the methods of delivering the Borrowed Securities specified in Section 3.1, certain other methods may be acceptable if agreed to by the parties with respect to a Loan pursuant to Section 1.1.
- Cash Distributions on Borrowed Securities are to be delivered to Lender in the currency in which such distributions are made by the issuer of the Borrowed Securities, unless a different currency is specified here:
Such other currency as agreed to by the parties.
| 4.5(b) | If the Collateral Location is not in the United States, the Notice Deadline shall be the customary notice deadline required in order to assure that Collateral shall be delivered by the close of the Collateral Transfer Day ("Delivery Deadline"). If notice is given after the Notice Deadline, then the Delivery Deadline shall be no later than the close of the next Collateral Transfer Day (determined by the time of the Collateral Location). |
|---|---|
| The loan rebate fee (if applicable) shall be paid in the currency of the Collateral Location unless a different currency is specified here: |
|
| U.S. Dollars or such other currency as the parties may agree. | |
| The loan premium (if applicable) shall be paid by Borrower to Lender in the currency of the Securities Trading Location unless a different currency is specified here: |
|
| U.S. Dollars or such other currency as the parties may agree. | |
| Section 8.2 is hereby amended to read as follows: | |
| Lender may cause the termination of a Loan by giving notice of termination of such Loan to Borrower prior to the close of business on any Securities Trading Day. Upon such notice, Borrower shall deliver Borrowed Securities to Lender no later than the earlier of: |
|
| the close of business one Securities Trading Day prior to the last Securities (A) Trading Day of the customary delivery period for such securities; or |
|
| the close of the third Securities Trading Day following the day on which (b) Lender gives notice of termination of such Loan to Borrower. For purposes of determining the Securities Trading Day on which Borrowed Securities must be returned to Lender, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given." |
|
| The exchange rate used for conversion of currency exchange values shall be the rate as determined by State Street by utilizing an internationally recognized pricing service. |
The following provisions of this Appendix are additional or supplemental provisions for the lending of Securities held and traded in Euroclear.
Notwithstanding anything to the contrary in the Agreement, including, without limitation, Sections 2 and 3, title to the Borrowed Securities and Collateral shall pass from one party to the other. Lender and the Borrower shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- (a) any Borrowed Securities pursuant to the terms of the Agreement; and
- @) any Collateral delivered pursuant to the terms of the Agreement;
shall pass from one party to the other subject to the terms and conditions mentioned herein and on return of the same in accordance with the Agreement, free from all liens, charges and encumbrances. Until a Loan is terminated in accordance with the Agreement and subject to the terms of the Agreement, the Borrower shall have all the incidents of ownership of the Borrowed Securities and Lender shall have all of the incidents of ownership of the Collateral, including the right to transfer the same to others upon an event of Default.
| BORROWER: | MACQUARIE SECURITIES (USA) INC. |
|---|---|
| Name: | |
| By: | |
| TQ~ffs~cem I~S: |
|
| LENDER: | STATE STREET BANK AND TRUST COMPANY, |
| Name: | |
| Paul F. Lynch, CFA BY: Senior Managing u~rector |
|
| Its: |
CERTIFIED EXCERPT FROM VOTE OF BOARD OF DIRECTORS
- VOTED: That officers and employees of STATE STREET BANK AND TRUST COMPANY are hereby authorized to exercise powers as hereinafter specified:
- 33. To execute, seal, acknowledge and deliver on behalf of this Company individually, as agent, under power of attorney or in any other fiduciary capacity any and all documents, instnunents, agreements and other writings not expressly described in any of the foregoing sections;
The Chairman The Chief Executive Officer The President A Vice Chairman An Executive Vice President A Senior Vice President The Treasurer The Secretary A Managing Director A Senior Principal A Principal (with signing authority) A Vice President An Assistant Vice President A Senior Associate A Senior Officer
I hereby certify that the foregoing is a true excerpt from a vote unanimously passed at a meeting of the Board of Directors of State Street Bank and Trust Company duly called and held on October 18,2001, as amended to date.
I further certify that said vote, as so amended, is in full force and effect and that Paul F. Lynch, Senior Vice President, whose specimen signature appears below, was duly elected and held the above respective office on the date this instrument was executed.
L4'*
Paul F. Lmch I Senior vice President
Attest:
Peter D. Lee Vice President & Counsel
Date: May 26,2006
ANNEXURE 'G'
This is the annexure marked 'G' of 50 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 2 April 2014
井 128889
VERSION: MAY 2000
GLOBAL MASTER SECURITIES LENDING AGREEMENT
CLIFFORD CHANCE
AGREEMENT dated as of | T day of April, 2007
BETWEEN:
STATE STREET BANK AND TRUST COMPANY, ("Party A") a Massachusetts trust company incorporated under the laws of the Commonwealth of Massachusetts, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, USA acting as agency lender, through Designated Offices; and
MACQUARIE BANK LIMITED, ("Party B") a company incorporated under the laws of Australia, having its principal place of business at Level 3, 25 National Circuit, Forrest ACT 2603, Australia, acting through its LONDON BRANCH at Level 31, Citypoint, 1 Ropemaker Street, London, EC2Y 9HD.
APPLICABILITY L.
- $1.1$ From time to time the parties may enter into transactions in which one party ("Lender") will transfer to the other ("Borrower") securities and financial instruments ("Securities") against the transfer of Collateral (as defined in paragraph 2) with a simultaneous agreement by Borrower to transfer to Lender Securities equivalent to such Securities on a fixed date or on demand against the transfer to Borrower by Lender of assets equivalent to such Collateral.
- $12$ Each such transaction shall be referred to in this Agreement as a "Loan" and shall be governed by the terms of this Agreement, including the supplemental terms and conditions contained in the Schedule and any Addenda or Annexures attached hereto, unless otherwise agreed in writing.
- $1.3$ Either party may perform its obligations under this Agreement either directly or through a Nominee.
INTERPRETATION ð.
In this Agreement:- $2.1$
"Act of Insolvency" means in relation to either Party
- $(i)$ its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors; or
- $(ii)$ its stating in writing that it is unable to pay its debts as they become due; or
- its seeking, consenting to or acquiescing in the appointment of any trustee, $(iii)$ administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
| 1. | Applicability |
|---|---|
| 2. | Interpretation |
| 3. | Loans Of Securities |
| 4. | Delivery |
| 5. | Collateral |
| 6. | Distributions And Corporate Actions |
| 7. | Rates Applicable To Loaned Securities And Cash Collateral |
| 8. | Redelivery Of Equivalent Securities |
| 9. | Failure To Redeliver |
| 10. | Set-Off Etc |
| 11. | Transfer Taxes |
| 12. | Lender's Warranties |
| 13. | Borrower's Warranties |
| 14. | Events Of Default |
| 15. | Interest On Outstanding Payments |
| 16. | Transactions Entered Into As Agent |
| 17. | Termination Of This Agreement |
| 18. | Single Agreement |
| 19. | Severance |
| 20. | Specific Performance |
| 21. | Notices |
| 22. | Assignment |
| 23. | Non-Waiver |
| 24. | Governing Law And Jurisdiction |
| 25. | Time |
| 26. | Recording |
| 27. | Waiver Of Immunity |
| 28. | Miscellaneous |
| Attachments |
ä,
CONTENTS
Schedule
Annex 1
Annex 2
- (iv) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply); or
- the appointment of a receiver, administrator, liquidator or trustee or analogous $(v)$ officer of such Party over all or any material part of such Party's property; or
- the convening of any meeting of its creditors for the purpose of considering a $(vi)$ voluntary arrangement as referred to in Section 3 of the Insolvency Act 1986 (or any analogous proceeding);
"Alternative Collateral" means Collateral having a Market Value equal to the Collateral delivered pursuant to paragraph 5 and provided by way of substitution in accordance with the provisions of paragraph 5.3;
"Base Currency" means the currency indicated in paragraph 2 of the Schedule;
"Business Day" means a day other than a Saturday or a Sunday on which banks and securities markets are open for business generally in each place stated in paragraph 3 of the Schedule and, in relation to the delivery or redelivery of any of the following in relation to any Loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral or Equivalent Collateral are to be delivered;
"Cash Collateral" means Collateral that takes the form of a transfer of currency;
"Close of Business" means the time at which the relevant banks, securities exchanges or depositaries close in the business centre in which payment is to be made or Securities or Collateral is to be delivered:
"Collateral" means such securities or financial instruments or transfers of currency as are referred to in the table set out under paragraph 1 of the Schedule as being acceptable or any combination thereof as agreed between the Parties in relation to any particular Loan and which are delivered by Borrower to Lender in accordance with this Agreement and shall include Alternative Collateral;
"Defaulting Party" shall have the meaning given in paragraph 14;
"Designated Office" means the branch or office of a Party which is specified as such in paragraph 4 of the Schedule or such other branch or office as may be agreed to in writing by the Parties:
"Equivalent " or "equivalent to" in relation to any Securities or Collateral provided under this Agreement means securities, together with cash or other property (in the case of Collateral) as the case may be, of an identical type, nominal value, description and
amount to particular Securities or Collateral, as the case may be, so provided. If and to the extent that such Securities or Collateral, as the case may be, consists of securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive securities or a certificate which may at a future date be exchanged for securities, the expression shall include such securities or other assets to which Lender or Borrower as the case may be, is entitled following the occurrence of the relevant event, and, if appropriate, the giving of the relevant notice in accordance with paragraph 6.4 and provided that Lender or Borrower, as the case may be, has paid to the other Party all and any sums due in respect thereof. In the event that such Securities or Collateral, as the case may be, have been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:-
- $(a)$ in the case of redemption, a sum of money equivalent to the proceeds of the redemption:
- in the case of a call on partly paid securities, securities equivalent to the relevant $(b)$ Loaned Securities or Collateral, as the case may be, provided that Lender shall have paid Borrower, in respect of Loaned Securities, and Borrower shall have paid to Lender, in respect of Collateral, an amount of money equal to the sum due in respect of the call;
- $(c)$ in the case of a capitalisation issue, securities equivalent to the relevant Loaned Securities or Collateral, as the case may be, together with the securities allotted by way of bonus thereon;
- $(d)$ in the case of any event similar to any of the foregoing events described in this paragraph, securities equivalent to the Loaned Securities or the relevant Collateral, as the case may be, together with or replaced by a sum of money or securities or other property equivalent to that received in respect of such Loaned Securities or Collateral, as the case may be, resulting from such event;
"Income" means any interest, dividends or other distributions of any kind whatsoever with respect to any Securities or Collateral;
"Income Payment Date", with respect to any Securities or Collateral means the date on which Income is paid in respect of such Securities or Collateral, or, in the case of registered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income;
"Letter of Credit" means an irrevocable, non-negotiable letter of credit in a form, and from a bank, acceptable to Lender:
"Loaned Securities" means Securities which are the subject of an outstanding Loan;
"Margin" shall have the meaning specified in paragraph I of the Schedule with reference to the table set out therein;
"Market Value" means:
- in relation to the valuation of Securities, Equivalent Securities, Collateral or Equivalent Collateral (other than Cash Collateral or a Letter of Credit):
- such price as is equal to the market quotation for the bid price of such $(i)$ Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a reputable pricing information service reasonably chosen in good faith by Lender; or
- (ii) if unavailable the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by Lender.
in each case at Close of Business on the previous Business Day or, at the option of either Party where in its reasonable opinion there has been an exceptional movement in the price of the asset in question since such time, the latest available price; plus (in each case)
(iii) the aggregate amount of Income which has accrued but not yet been paid in respect of the Securities, Equivalent Securities, Collateral or Equivalent Collateral concerned to the extent not included in such price.
(provided that the price of Securities, Equivalent Securities, Collateral or Equivalent Collateral that are suspended shall (for the purposes of paragraph 5) be nil unless the Parties otherwise agree and (for all other purposes) shall be the price of such Securities, Equivalent Securities, Collateral or Equivalent Collateral, as the case may be, as of Close of Business on the dealing day in the relevant market last preceding the date of suspension or a commercially reasonable price agreed between the Parties;
- in relation to a Letter of Credit the face or stated amount of such Letter of $(b)$ Credit; and
- in relation to Cash Collateral the amount of the currency concerned; $(c)$
"Nominee" means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent Collateral or to receive or make payments on its behalf;
"Non-Defaulting Party" shall have the meaning given in paragraph 14;
"Parties" means Lender and Borrower and "Party" shall be construed accordingly;
"Posted Collateral" has the meaning given in paragraph 5.4;
"Required Collateral Value" shall have the meaning given in paragraph 5.4;
"Settlement Date" means the date upon which Securities are transferred to Borrower in accordance with this Agreement.
$2.2$ Headings
$(a)$
All headings appear for convenience only and shall not affect the interpretation of this Agreement.
Market terminology $2.3$
Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "Margin", "redeliver" etc. which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral as the case may be.
Currency conversions $74$
For the purposes of determining any prices, sums or values (including Market Value, Required Collateral Value, Relevant Value, Bid Value and Offer Value for the purposes of paragraphs 5 and 10 of this Agreement) prices, sums or values stated in currencies other than the Base Currency shall be converted into the Base Currency at the latest available spot rate of exchange quoted by a bank selected by Lender (or if an Event of Default has occurred in relation to Lender, by Borrower) in the London interbank market for the purchase of the Base Currency with the currency concerned on the day on which the calculation is to be made or, if that day is not a Business Day the spot rate of exchange quoted at Close of Business on the immediately preceding Business Day.
The parties confirm that introduction of and/or substitution (in place of an existing $2.5$ currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under, any term of the Agreement or any Loan thereunder, nor give a party the right unilaterally to alter or terminate the Agreement or any Loan thereunder. Securities will for the purposes of this Agreement be regarded as equivalent to other securities notwithstanding that as a result of such introduction and/or substitution those securities have been redenominated into the new currency or the nominal value of the securities has changed in connection with such redenomination.
Modifications etc to legislation 2.6
Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or re-enactment thereof for the time being in force.
LOANS OF SECURITIES $\overline{3}$ .
Lender will lend Securities to Borrower, and Borrower will borrow Securities from Lender in accordance with the terms and conditions of this Agreement. The terms of each Loan shall be agreed prior to the commencement of the relevant Loan either orally or in writing (including any agreed form of electronic communication) and confirmed in such form and on such basis as shall be agreed between the Parties. Any confirmation produced by a Party shall not supersede or prevail over the prior oral, written or electronic communication (as the case may be).
DELIVERY 4.
Delivery of Securities on commencement of Loan $4.1$
Lender shall procure the delivery of Securities to Borrower or deliver such Securities in accordance with this Agreement and the terms of the relevant Loan. Such Securities shall be deemed to have been delivered by Lender to Borrower on delivery to Borrower or as it shall direct of the relevant instruments of transfer, or in the case of Securities held by an agent or within a clearing or settlement system on the effective instructions to such agent or the operator of such system which result in such Securities being held by the operator of the clearing system for the account of the Borrower or as it shall direct, or by such other means as may be agreed.
Requirements to effect delivery $4.2$
The Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- $(a)$ any Securities borrowed pursuant to paragraph 3;
- any Equivalent Securities redelivered pursuant to paragraph 8; $(b)$
- any Collateral delivered pursuant to paragraph 5: $(c)$
- any Equivalent Collateral redelivered pursuant to paragraphs 5 or 8; $(d)$
shall pass from one Party to the other subject to the terms and conditions set out in this Agreement, on delivery or redelivery of the same in accordance with this Agreement with full title guarantee, free from all liens, charges and encumbrances. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of book entries, delivery and transfer of title shall take place in accordance with the rules and procedures of such system as in force from time to time. The Party acquiring such right, title and interest shall have no obligation to return or redeliver any of the assets so acquired but, in so far as any Securities are borrowed or any Collateral is delivered to such Party, such Party shall be obliged, subject to the terms of this Agreement, to redeliver Equivalent Securities or Equivalent Collateral as appropriate.
Deliveries to be simultaneous unless otherwise agreed $4.3$
Where under the terms of this Agreement a Party is not obliged to make a delivery unless simultaneously a delivery is made to it, subject to and without prejudice to its rights under paragraph 8.6 such Party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities, Collateral and cash transfers waive its right under this Agreement in respect of simultaneous delivery and/or payment provided that no such waiver (whether by course of conduct or otherwise) in respect of one transaction shall bind it in respect of any other transaction.
Deliveries of Income $4.4$
In respect of Income being paid in relation to any Loaned Securities or Collateral, Borrower in the case of Income being paid in respect of Loaned Securities and Lender in the case of Income being paid in respect of Collateral shall provide to the other Party, as the case may be, any endorsements or assignments as shall be customary and appropriate to effect the delivery of money or property equivalent to the type and amount of such Income to Lender, irrespective of whether Borrower received the same in respect of any Loaned Securities or to Borrower, irrespective of whether Lender received the same in respect of any Collateral.
COLLATERAL 5.
Delivery of Collateral on commencement of Loan $5.1$
Subject to the other provisions of this paragraph 5, Borrower undertakes to deliver to or deposit with Lender (or in accordance with Lender's instructions) Collateral simultaneously with delivery of the Securities to which the Loan relates and in any event no later than Close of Business on the Settlement Date. In respect of Collateral comprising securities, such Collateral shall be deemed to have been delivered by Borrower to Lender on delivery to Lender or as it shall direct of the relevant instruments of transfer, or in the case of such securities being held by an agent or within a clearing or settlement system, on the effective instructions to such agent or the operator of such system, which result in such securities being held by the operator of the clearing system for the account of the Lender or as it shall direct, or by such other means as may be agreed.
$5.2$ Deliveries through payment systems generating automatic payments
Unless otherwise agreed between the Parties, where any Securities, Equivalent Securities, Collateral or Equivalent Collateral (in the form of securities) are transferred through a book entry transfer or settlement system which automatically generates a payment or delivery, or obligation to pay or deliver, against the transfer of such securities, then:-
- such automatically generated payment, delivery or obligation shall be treated as a $(i)$ payment or delivery by the transferee to the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect payment or delivery, such payment or delivery, or obligation to pay or deliver, shall be deemed to be a transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, made by the transferee until such time as the Collateral or Equivalent Collateral is substituted with other Collateral or Equivalent Collateral if an obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral; and
- the party receiving such substituted Collateral or Equivalent Collateral, or if no $(ii)$ obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral, the party receiving the deemed transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, shall cause to be made to
the other party for value the same day either, where such transfer is a payment, an irrevocable payment in the amount of such transfer or, where such transfer is a delivery, an irrevocable delivery of securities (or other property, as the case may be) equivalent to such property.
Substitutions of Collateral 5.3
Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Collateral equivalent to any Collateral delivered to Lender prior to the date on which the same would otherwise have been repayable or redeliverable provided that at the time of such repayment or redelivery Borrower shall have delivered or delivers Alternative Collateral acceptable to Lender and Borrower is in compliance with paragraph 5.4 or paragraph 5.5, as applicable.
Marking to Market of Collateral during the currency of a Loan on aggregated basis 5.4
Unless paragraph 1.3 of the Schedule indicates that paragraph 5.5 shall apply in lieu of this paragraph 5.4, or unless otherwise agreed between the Parties:-
- the aggregate Market Value of the Collateral delivered to or deposited with Lender $(i)$ (excluding any Equivalent Collateral repaid or redelivered under Paragraphs 5.4(ii) or 5.5(ii) (as the case may be)) ("Posted Collateral") in respect of all Loans outstanding under this Agreement shall equal the aggregate of the Market Value of the Loaned Securities and the applicable Margin (the "Required Collateral Value") in respect of such Loans;
- if at any time on any Business Day the aggregate Market Value of the Posted $(ii)$ Collateral in respect of all Loans outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such Loans, Lender shall (on demand) repay and/or redeliver, as the case may be, to Borrower such Equivalent Collateral as will eliminate the excess;
- (iii) if at any time on any Business Day the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such Loans, Borrower shall (on demand) provide such further Collateral to Lender as will eliminate the deficiency.
Marking to Market of Collateral during the currency of a Loan on a Loan by Loan $5.5$ basis
If paragraph 1.3 of the Schedule indicates this paragraph 5.5 shall apply in lieu of paragraph 5.4, the Posted Collateral in respect of any Loan shall bear from day to day and at any time the same proportion to the Market Value of the Loaned Securities as the Posted Collateral bore at the commencement of such Loan. Accordingly:
the Market Value of the Posted Collateral to be delivered or deposited while the $(ii)$ Loan continues shall be equal to the Required Collateral Value;
- if at any time on any Business Day the Market Value of the Posted Collateral in $(ii)$ respect of any Loan exceeds the Required Collateral Value in respect of such Loan, Lender shall (on demand) repay and/or redeliver, as the case may be, to Borrower such Equivalent Collateral as will eliminate the excess; and
- if at any time on any Business Day the Market Value of the Posted Collateral falls $(iii)$ below the Required Collateral Value, Borrower shall (on demand) provide such further Collateral to Lender as will eliminate the deficiency.
5.6 Requirements to redeliver excess Collateral
Where paragraph 5.4 applies, unless paragraph 1.4 of the Schedule indicates that this paragraph 5.6 does not apply, if a Party (the "first Party") would, but for this paragraph 5.6, be required under paragraph 5.4 to provide further Collateral or redeliver Equivalent Collateral in circumstances where the other Party (the "second Party") would, but for this paragraph 5.6, also be required to or provide Collateral or redeliver Equivalent Collateral under paragraph 5.4, then the Market Value of the Collateral or Equivalent Collateral deliverable by the first Party ("X") shall be set-off against the Market Value of the Collateral or Equivalent Collateral deliverable by the second Party ("Y") and the only obligation of the Parties under paragraph 5.4 shall be, where X exceeds Y, an obligation of the first Party, or where Y exceeds X, an obligation of the second Party to repay and/or (as the case may be) redeliver Equivalent Collateral or to deliver further Collateral having a Market Value equal to the difference between X and Y.
Where Equivalent Collateral is repaid or redelivered (as the case may be) or further $5.7$ Collateral is provided by a Party under paragraph 5.6, the Parties shall agree to which Loan or Loans such repayment, redelivery or further provision is to be attributed and failing agreement it shall be attributed, as determined by the Party making such repayment, redelivery or further provision to the earliest outstanding Loan and, in the case of a repayment or redelivery up to the point at which the Market Value of Collateral in respect of such Loan equals the Required Collateral Value in respect of such Loan, and then to the next earliest outstanding Loan up to the similar point and so on.
5.8 Timing of repayments of excess Collateral or deliveries of further Collateral
Where any Equivalent Collateral falls to be repaid or redelivered (as the case may be) or further Collateral is to be provided under this paragraph 5, unless otherwise agreed between the Parties, it shall be delivered on the same Business Day as the relevant demand. Equivalent Collateral comprising securities shall be deemed to have been delivered by Lender to Borrower on delivery to Borrower or as it shall direct of the relevant instruments of transfer, or in the case of such securities being held by an agent or within a clearing or settlement system on the effective instructions to such agent or the operator of such system which result in such securities being held by the operator of the clearing system for the account of the Borrower or as it shall direct or by such other means as may be agreed.
5.9 Substitutions and extensions of Letters of Credit
Where Collateral is a Letter of Credit, Lender may by notice to Borrower require that Borrower, on the Business Day following the date of delivery of such notice, substitute Collateral consisting of cash or other Collateral acceptable to Lender for the Letter of Credit. Prior to the expiration of any Letter of Credit supporting Borrower's obligations hereunder, Borrower shall, no later than 10.30a,m. UK time on the second Business Day prior to the date such Letter of Credit expires, obtain an extension of the expiration of such Letter of Credit or replace such Letter of Credit by providing Lender with a substitute Letter of Credit in an amount at least equal to the amount of the Letter of Credit for which it is substituted.
6. DISTRIBUTIONS AND CORPORATE ACTIONS
$6.1$ Manufactured Payments
Where Income is paid in relation to any Loaned Securities or Collateral (other than Cash Collateral) on or by reference to an Income Payment Date Borrower, in the case of Loaned Securities, and Lender, in the case of Collateral, shall, on the date of the payment of such Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Date") pay and deliver a sum of money or property equivalent to the type and amount of such Income that, in the case of Loaned Securities, Lender would have been entitled to receive had such Securities not been loaned to Borrower and had been retained by Lender on the Income Payment Date, and, in the case of Collateral, Borrower would have been entitled to receive had such Collateral not been provided to Lender and had been retained by Borrower on the Income Payment Date unless a different sum is agreed between the Parties.
Income in the form of Securities $6.2$
Where Income, in the form of securities, is paid in relation to any Loaned Securities or Collateral, such securities shall be added to such Loaned Securities or Collateral (and shall constitute Loaned Securities or Collateral, as the case may be, and be part of the relevant Loan) and will not be delivered to Lender, in the case of Loaned Securities, or to Borrower, in the case of Collateral, until the end of the relevant Loan, provided that the Lender or Borrower (as the case may be) fulfils their obligations under paragraph 5.4 or 5.5 (as applicable) with respect to the additional Loaned Securities or Collateral, as the case may be.
Exercise of voting rights 63
Where any voting rights fall to be exercised in relation to any Loaned Securities or Collateral, neither Borrower, in the case of Equivalent Securities, nor Lender, in the case of Equivalent Collateral, shall have any obligation to arrange for voting rights of that kind to be exercised in accordance with the instructions of the other Party in relation to the Securities borrowed by it or transferred to it by way of Collateral, as the case may be, unless otherwise agreed between the Parties.
$6.4$ Corporate actions
Where, in respect of any Loaned Securities or any Collateral, any rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer, rights to receive securities or a certificate which may at a future date be exchanged for securities or other rights, including those requiring election by the holder for the time being of such Securities or Collateral, become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise of the right or option give written notice to the other Party that on redelivery of Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such form as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
$7.$ RATES APPLICABLE TO LOANED SECURITIES AND CASH COLLATERAL
$7.1$ Rates in respect of Loaned Securities
In respect of each Loan, Borrower shall pay to Lender, in the manner prescribed in subparagraph 7.3, sums calculated by applying such rate as shall be agreed between the Parties from time to time to the daily Market Value of the Loaned Securities.
$7.2$ Rates in respect of Cash Collateral
Where Cash Collateral is deposited with Lender in respect of any Loan, Lender shall pay to Borrower, in the manner prescribed in paragraph 7.3, sums calculated by applying such rates as shall be agreed between the Parties from time to time to the amount of such Cash Collateral. Any such payment due to Borrower may be set-off against any payment due to Lender pursuant to paragraph 7.1.
73 Payment of rates
In respect of each Loan, the payments referred to in paragraph 7.1 and 7.2 shall accrue daily in respect of the period commencing on and inclusive of the Settlement Date and terminating on and exclusive of the Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrear by the relevant Party not later than the Business Day which is one week after the last Business Day of the calendar month to which such payments relate or such other date as the Parties shall from time to time agree.
REDELIVERY OF EQUIVALENT SECURITIES $8.$
Delivery of Equivalent Securities on termination of a Loan 8.1
Borrower shall procure the redelivery of Equivalent Securities to Lender or redeliver Equivalent Securities in accordance with this Agreement and the terms of the relevant Loan on termination of the Loan. Such Equivalent Securities shall be deemed to have been delivered by Borrower to Lender on delivery to Lender or as it shall direct of the relevant instruments of transfer, or in the case of Equivalent Securities held by an agent or within a clearing or settlement system on the effective instructions to such agent or the operator of such system which result in such Equivalent Securities being held by the operator of the clearing system for the account of the Lender or as it shall direct, or by
such other means as may be agreed. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to redeliver or account for or act in relation to Loaned Securities shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Securities.
Lender's right to terminate a Loan 8.2
Subject to paragraph 10 and the terms of the relevant Loan, Lender shall be entitled to terminate a Loan and to call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the standard settlement time for such Equivalent Securities on the exchange or in the clearing organisation through which the Loaned Securities were originally delivered. Borrower shall redeliver such Equivalent Securities not later than the expiry of such notice in accordance with Lender's instructions.
Borrower's right to terminate a Loan 8.3
Subject to the terms of the relevant Loan, Borrower shall be entitled at any time to terminate a Loan and to redeliver all and any Equivalent Securities due and outstanding to Lender in accordance with Lender's instructions and Lender shall accept such redelivery.
Redelivery of Equivalent Collateral on termination of a Loan $8.4$
On the date and time that Equivalent Securities are required to be redelivered by Borrower on the termination of a Loan, Lender shall simultaneously (subject to paragraph 5.4 if applicable) repay to Borrower any Cash Collateral or, as the case may be, redeliver Collateral equivalent to the Collateral provided by Borrower pursuant to paragraph 5 in respect of such Loan. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the Parties (however expressed) to an obligation to redeliver or account for or act in relation to Collateral shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Collateral.
8.5 Redelivery of Letters of Credit
Where a Letter of Credit is provided by way of Collateral, the obligation to redeliver Equivalent Collateral is satisfied by Lender redelivering for cancellation the Letter of Credit so provided, or where the Letter of Credit is provided in respect of more than one Loan, by Lender consenting to a reduction in the value of the Letter of Credit.
Redelivery obligations to be reciprocal 8.6
Neither Party shall be obliged to make delivery (or make a payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it. If it is not so satisfied (whether because an Event of Default has occurred in respect of the other Party or otherwise) it shall notify the other party and unless that other Party has made arrangements which are sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perform its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.
$9.$ FAILURE TO REDELIVER
Borrower's failure to redeliver Equivalent Securities 9.1
- If Borrower does not redeliver Equivalent Securities in accordance with $(i)$ paragraph 8.1 or 8.2, Lender may elect to continue the Loan (which Loan, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.4 or 5.5 as applicable) provided that if Lender does not elect to continue the Loan, Lender may either by written notice to Borrower terminate the Loan forthwith and the Parties' delivery and payment obligations in respect thereof (in which case sub-paragraph (ii) below shall apply) or serve a notice of an Event of Default in accordance with paragraph 14.
- Upon service of a notice to terminate the relevant Loan pursuant to paragraph $(ii)$ $9.1(i):$
- there shall be set-off against the Market Value of the Equivalent Securities $(a)$ concerned such amount of Posted Collateral chosen by Lender (calculated at its Market Value) as is equal thereto;
- the Parties delivery and payment obligations in relation to such assets $(b)$ which are set-off shall terminate;
- (c) in the event that the Market Value of the Posted Collateral set-off is less than the Market Value of the Equivalent Securities concerned Borrower shall account to Lender for the shortfall; and
- Borrower shall account to Lender for the total costs and expenses incurred $(d)$ by Lender as a result thereof as set out in paragraphs 9.3 and 9.4 from the time the notice is effective.
Lender's failure to Redeliver Equivalent Collateral $9.2$
- If Lender does not redeliver Equivalent Collateral in accordance with paragraph $\overline{w}$ 8.4 or 8.5, Borrower may either by written notice to Lender terminate the Loan forthwith and the Parties' delivery and payment obligations in respect thereof (in which case sub-paragraph (ii) below shall apply) or serve a notice of an Event of Default in accordance with paragraph 14.
- Upon service of a notice to terminate the relevant Loan pursuant to paragraph $(ii)$ $9.2(i)$ :
- there shall be set-off against the Market Value of the Equivalent Collateral $(a)$ concerned the Market Value of the Loaned Securities;
-
the Parties delivery and payment obligations in relation to such assets $(b)$ which are set-off shall terminate;
-
(c) in the event that the Market Value of the Loaned Securities held by Borrower is less than the Market Value of the Equivalent Collateral concerned Lender shall account to Borrower for the shortfall; and
- (d) Lender shall account to Borrower for the total costs and expenses incurred by Borrower as a result thereof as set out in paragraphs 9.3 and 9.4 from the time the notice is effective.
9.3 Failure by either Party to redeliver
This provision applies in the event that a Party (the "Transferor") fails to meet a redelivery obligation within the standard settlement time for the asset concerned on the exchange or in the clearing organisation through which the asset equivalent to the asset concerned was originally delivered or within such other period as may be agreed between the Parties. In such situation, in addition to the Parties' rights under the general law and this Agreement where the other Party (the "Transferee") incurs interest, overdraft or similar costs and expenses the Transferor agrees to pay on demand and hold harmless the Transferee with respect to all such costs and expenses which arise directly from such failure excluding (i) such costs and expenses which arise from the negligence or wilful default of the Transferee and (ii) any indirect or consequential losses. It is agreed by the Parties that any costs reasonably and properly incurred by a Party arising in respect of the failure of a Party to meet its obligations under a transaction to sell or deliver securities resulting from the failure of the Transferor to fulfil its redelivery obligations is to be treated as a direct cost or expense for the purposes of this paragraph.
9.4 Exercise of buy-in on failure to redeliver
In the event that as a result of the failure of the Transferor to fulfil its redelivery obligations a "buy-in" is exercised against the Transferee, then the Transferor shall account to the Transferee for the total costs and expenses reasonably incurred by the Transferee as a result of such "buy-in".
10. SET-OFF ETC
Definitions for paragraph 10 $10.1$
In this paragraph 10:
"Bid Price" in relation to Equivalent Securities or Equivalent Collateral means the best available bid price on the most appropriate market in a standard size;
"Bid Value" subject to paragraph 10.5 means:-
- $(a)$ in relation to Collateral equivalent to Collateral in the form of a Letter of Credit zero and in relation to Cash Collateral the amount of the currency concerned; and
- in relation to Equivalent Securities or Collateral equivalent to all other types of $(b)$ Collateral the amount which would be received on a sale of such Equivalent Securities or Equivalent Collateral at the Bid Price at Close of Business on the relevant Business Day less all costs, fees and expenses that would be incurred in
connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts, in the case of Equivalent Securities, paid to Borrower and in respect of which equivalent amounts have not been paid to Lender and in the case of Equivalent Collateral, paid to Lender and in respect of which equivalent amounts have not been paid to Borrower, in accordance with paragraph 6.1 prior to such time in respect of such Equivalent Securities, Equivalent Collateral or the original Securities or Collateral held, gross of all and any tax deducted or paid in respect thereof;
"Offer Price" in relation to Equivalent Securities or Equivalent Collateral means the best available offer price on the most appropriate market in a standard size;
"Offer Value" subject to paragraph 10.5 means:-
- in relation to Collateral equivalent to Collateral in the form of a Letter of Credit $(a)$ zero and in relation to Cash Collateral the amount of the currency concerned; and
- in relation to Equivalent Securities or Collateral equivalent to all other types of $(b)$ Collateral the amount it would cost to buy such Equivalent Securities or Equivalent Collateral at the Offer Price at Close of Business on the relevant Business Day together with all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction and adding thereto the amount of any interest, dividends, distributions or other amounts, in the case of Equivalent Securities, paid to Borrower and in respect of which equivalent amounts have not been paid to Lender and in the case of Equivalent Collateral, paid to Lender and in respect of which equivalent amounts have not been paid to Borrower, in accordance with paragraph 6.1 prior to such time in respect of such Equivalent Securities, Equivalent Collateral or the original Securities or Collateral held, gross of all and any tax deducted or paid in respect thereof;
$10.2$ Termination of delivery obligations upon Event of Default
Subject to paragraph 9, if an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the "Termination Date" for the purposes of this clause) so that performance of such delivery and payment obligations shall be effected only in accordance with the following provisions:
the Relevant Value of the securities which would have been required to be $(i)$ delivered but for such termination (or payment to be made, as the case may be) by each Party shall be established in accordance with paragraph 10.3; and
on the basis of the Relevant Values so established, an account shall be taken (as at $(ii)$ the Termination Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the sums due from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Termination Date.
If the Bid Value is greater than the Offer Value, and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently redeliver for cancellation the Letter of Credit so provided.
If the Offer Value is greater than the Bid Value, and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently redeliver for cancellation the Letter of Credit so provided.
In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall redeliver for cancellation the Letter of Credit so provided.
10.3 Determination of delivery values upon Event of Default
For the purposes of paragraph 10.2 the "Relevant Value":-
- of any securities to be delivered by the Defaulting Party shall, subject to $(i)$ paragraph 10.5 below, equal the Offer Value of such securities; and
- of any securities to be delivered to the Defaulting Party shall, subject to $(ii)$ paragraph 10.5 below, equal the Bid Value of such securities.
- $10.4$ For the purposes of paragraph 10.3, but subject to paragraph 10.5, the Bid Value and Offer Value of any securities shall be calculated for securities of the relevant description (as determined by the Non-Defaulting Party) as of the first Business Day following the Termination Date, or if the relevant Event of Default occurs outside the normal business hours of such market, on the second Business Day following the Termination Date (the "Default Valuation Time");
- Where the Non-Defaulting Party has following the occurrence of an Event of Default but $10.5$ prior to the close of business on the fifth Business Day following the Termination Date purchased securities forming part of the same issue and being of an identical type and description to those to be delivered by the Defaulting Party or sold securities forming part of the same issue and being of an identical type and description to those to be delivered by him to the Defaulting Party, the cost of such purchase or the proceeds of such sale, as the case may be, (taking into account all reasonable costs, fees and expenses that would be incurred in connection therewith) shall (together with any amounts owing pursuant to paragraph 6.1) be treated as the Offer Value or Bid Value, as the case may be, of the amount of securities to be delivered which is equivalent to the amount of the securities so bought or sold, as the case may be, for the purposes of this paragraph 10, so
that where the amount of securities to be delivered is more than the amount so bought or sold as the case may be, the Offer Value or Bid Value as the case may be, of the balance shall be valued in accordance with paragraph 10.4.
10.6 Any reference in this paragraph 10 to securities shall include any asset other than cash provided by way of Collateral.
10.7 Other costs, expenses and interest payable in consequence of an Event of Default
The Defaulting Party shall be liable to the Non-Defaulting Party for the amount of all reasonable legal and other professional expenses incurred by the Non-Defaulting Party in connection with or as a consequence of an Event of Default, together with interest thereon at the one-month London Inter Bank Offered Rate as quoted on a reputable financial information service ("LIBOR") as of 11.00 am, London Time, on the date on which it is to be determined or, in the case of an expense attributable to a particular transaction and where the parties have previously agreed a rate of interest for the transaction, that rate of interest if it is greater than LIBOR. The rate of LIBOR applicable to each month or part thereof that any sum payable pursuant to this paragraph 10.7 remains outstanding is the rate of LIBOR determined on the first Business Day of any such period of one month or any part thereof. Interest will accrue daily on a compound basis and will be calculated according to the actual number of days elapsed.
TU. TRANSFER TAXES
Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified Lender against any liability arising as a result of Borrower's failure to do so.
$12.$ LENDER'S WARRANTIES
Each Party hereby warrants and undertakes to the other on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as a Lender:
- it is duly authorised and empowered to perform its duties and obligations under this $(a)$ Agreement;
- (b) it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations hereunder;
- it is absolutely entitled to pass full legal and beneficial ownership of all Securities $(c)$ provided by it hereunder to Borrower free from all liens, charges and encumbrances; and
- it is acting as principal in respect of this Agreement or, subject to paragraph 16, as $(d)$ agent and the conditions referred to in paragraph 16.2 will be fulfilled in respect of any Loan which it makes as agent.
BORROWER'S WARRANTIES $13.$
Each Party hereby warrants and undertakes to the other on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as a Borrower:
- it has all necessary licenses and approvals, and is duly authorised and empowered, $(a)$ to perform its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
- it is not restricted under the terms of its constitution or in any other manner from $(b)$ borrowing Securities in accordance with this Agreement or from otherwise performing its obligations hereunder;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Collateral provided by it hereunder to Lender free from all liens, charges and encumbrances; and
- $(d)$ it is acting as principal in respect of this Agreement.
EVENTS OF DEFAULT 14.
- Each of the following events occurring in relation to either Party (the "Defaulting $14.1$ Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose of paragraph 10 but only (subject to sub-paragraph (v) below) where the Non-Defaulting Party serves written notice on the Defaulting Party:-
- Borrower or Lender failing to pay or repay Cash Collateral or deliver Collateral or $\overline{v}$ redeliver Equivalent Collateral or Lender failing to deliver Securities upon the due date:
- Lender or Borrower failing to comply with its obligations under paragraph 5; $(ii)$
- Lender or Borrower failing to comply with its obligations under paragraph 6.1; $(iii)$
- (iv) Borrower failing to comply with its obligations to deliver Equivalent Securities in accordance with paragraph 8;
- an Act of Insolvency occurring with respect to Lender or Borrower, an Act of $(v)$ Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party not requiring the Non-Defaulting Party to serve written notice on the Defaulting Party;
- (vi) any representation or warranty made by Lender or Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated;
-
(vii) Lender or Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations under this Agreement and/or in respect of any Loan;
-
(viii) Lender (if applicable) or Borrower being declared in default or being suspended or expelled from membership of or participation in, any securities exchange or association or suspended or prohibited from dealing in securities by any regulatory authority;
- (ix) any of the assets of Lender or Borrower or the assets of investors held by or to the order of Lender or Borrower being transferred or ordered to be transferred to a trustee (or a person exercising similar functions) by a regulatory authority pursuant to any securities regulating legislation, or
- (x) Lender or Borrower failing to perform any other of its obligations under this Agreement and not remedying such failure within 30 days after the Non-Defaulting Party serves written notice requiring it to remedy such failure.
- 14.2 Each Party shall notify the other (in writing) if an Event of Default or an event which, with the passage of time and/or upon the serving of a written notice as referred to above, would be an Event of Default, occurs in relation to it.
- 14.3 The provisions of this Agreement constitute a complete statement of the remedies available to each Party in respect of any Event of Default.
- 14.4 Subject to paragraph 9.3 and 10.7, neither Party may claim any sum by way of consequential loss or damage in the event of failure by the other party to perform any of its obligations under this Agreement.
$15.$ INTEREST ON OUTSTANDING PAYMENTS
In the event of either Party failing to remit sums in accordance with this Agreement such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency as the principal sum and at the rate referred to in paragraph 10.7. Interest will accrue daily on a compound basis and will be calculated according to the actual number of days elapsed.
16. TRANSACTIONS ENTERED INTO AS AGENT
Power for Lender to enter into Loans as agent $16.1$
Subject to the following provisions of this paragraph, Lender may (if so indicated in paragraph 6 of the Schedule) enter into Loans as agent (in such capacity, the "Agent") for a third person (a "Principal"), whether as custodian or investment manager or otherwise (a Loan so entered into being referred to in this paragraph as an "Agency Transaction").
16.2 Conditions for agency loan
A Lender may enter into an Agency Transaction if, but only if:-
it specifies that Loan as an Agency Transaction at the time when it enters into it; $\overline{1}$
- it enters into that Loan on behalf of a single Principal whose identity is disclosed to $(ii)$ Borrower (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) at the time when it enters into the Loan or as otherwise agreed between the Parties; and
- (iii) it has at the time when the Loan is entered into actual authority to enter into the Loan and to perform on behalf of that Principal all of that Principal's obligations under the agreement referred to in paragraph 16.4(ii).
$16.3$ Notification by Lender of certain events affecting the principal
Lender undertakes that, if it enters as agent into an Agency Transaction, forthwith upon becoming aware:-
- of any event which constitutes an Act of Insolvency with respect to the relevant $(i)$ Principal; or
- of any breach of any of the warranties given in paragraph 16.5 or of any event or $(ii)$ circumstance which has the result that any such warranty would be untrue if repeated by reference to the then current facts;
it will inform Borrower of that fact and will, if so required by Borrower, furnish it with such additional information as it may reasonably request.
Status of agency transaction 16.4
- Each Agency Transaction shall be a transaction between the relevant Principal $(i)$ and Borrower and no person other than the relevant Principal and Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, Lender shall not be liable as principal for the performance of an Agency Transaction, but this is without prejudice to any liability of Lender under any other provision of this clause; and
- all the provisions of the Agreement shall apply separately as between Borrower $(ii)$ and each Principal for whom the Agent has entered into an Agency transaction or Agency Transactions as if each such Principal were a party to a separate agreement with Borrower in all respects identical with this Agreement other than this paragraph and as if the Principal were Lender in respect of that agreement;
PROVIDED THAT
if there occurs in relation to the Agent an Event of Default or an event which would constitute an Event of Default if Borrower served written notice under any subclause of paragraph 14, Borrower shall be entitled by giving written notice to the Principal (which notice shall be validly given if given to Lender in accordance with paragraph 21) to declare that by reason of that event an Event of Default is to be treated as occurring in relation to the Principal. If Borrower gives such a notice then an Event of Default shall be treated as occurring in relation to the Principal at the time when the notice is deemed to be given; and
if the Principal is neither incorporated in nor has established a place of business in Great Britain, the Principal shall for the purposes of the agreement referred to in paragraph 16.4(ii) be deemed to have appointed as its agent to receive on its behalf service of process in the courts of England the Agent, or if the Agent is neither incorporated nor has established a place of business in Great Britain, the person appointed by the Agent for the purposes of this Agreement, or such other person as the Principal may from time to time specify in a written notice given to the other Party.
The foregoing provisions of this paragraph do not affect the operation of the Agreement as between Borrower and Lender in respect of any transactions into which Lender may enter on its own account as principal.
Warranty of authority by Lender acting as agent 16.5
Lender warrants to Borrower that it will, on every occasion on which it enters or purports to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that Loan and perform the obligations arising under such transaction on behalf of the person whom it specifies as the Principal in respect of that transaction and to perform on behalf of that person all the obligations of that person under the agreement referred to in paragraph 16.4(ii).
$17.$ TERMINATION OF THIS AGREEMENT
Each Party shall have the right to terminate this Agreement by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination) subject to an obligation to ensure that all Loans which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement.
SINGLE AGREEMENT 18.
Each Party acknowledges that, and has entered into this Agreement and will enter into each Loan in consideration of and in reliance upon the fact that, all Loans constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each Party agrees:
- to perform all of its obligations in respect of each Loan, and that a default in the $\overline{u}$ performance of any such obligations shall constitute a default by it in respect of all Loans; and
- that payments, deliveries and other transfers made by either of them in respect of $(ii)$ any Loan shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan.
SEVERANCE 19.
If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such
reasonable manner so as to achieve as far as possible, without illegality, the intention of the Parties with respect to that severed provision.
20. SPECIFIC PERFORMANCE
Each Party agrees that in relation to legal proceedings it will not seek specific performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral but without prejudice to any other rights it may have.
NOTICES $21.$
- Any notice or other communication in respect of this Agreement may be given in any $21.1$ manner set forth below to the address or number or in accordance with the electronic messaging system details set out in paragraph 4 of the Schedule and will be deemed effective as indicated:
- $\overline{0}$ if in writing and delivered in person or by courier, on the date it is delivered;
- if sent by telex, on the date the recipient's answerback is received; $(ii)$
- if sent by facsimile transmission, on the date that transmission is received by a $(iii)$ responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);
- (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
- (v) if sent by electronic messaging system, on the date that electronic message is received.
unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the Close of Business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.
Either party may by notice to the other change the address, telex or facsimile number or $21.2$ electronic messaging system details at which notices or other communications are to be given to it.
22. ASSIGNMENT
Neither Party may charge assign or transfer all or any of its rights or obligations hereunder without the prior consent of the other Party.
$23.$ NON-WAIVER
No failure or delay by either Party (whether by course of conduct or otherwise) to exercise any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as herein provided.
GOVERNING LAW AND JURISDICTION 24.
- This Agreement is governed by, and shall be construed in accordance with, English law. $24.1$
- The courts of England have exclusive jurisdiction to hear and decide any suit, action or $24.2$ proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, "Proceedings" and "Disputes") and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.
- $24.3$ Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.
- 24.4 Each of Party A and Party B hereby respectively appoints the person identified in paragraph 5 of the Schedule pertaining to the relevant Party as its agent to receive on its behalf service of process in the courts of England. If such an agent ceases to be an agent of Party A or party B, as the case may be, the relevant Party shall promptly appoint, and notify the other Party of the identity of its new agent in England.
25. TIME
Time shall be of the essence of the Agreement.
RECORDING 26.
The Parties agree that each may record all telephone conversations between them.
WAIVER OF IMMUNITY $27.$
Each Party hereby waives all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgement) and execution to which it might otherwise be entitled in any action or proceeding in the courts of England or of any other country or jurisdiction relating in any way to this Agreement and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.
28. MISCELLANEOUS
- This Agreement constitutes the entire agreement and understanding of the Parties with 28.1 respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
-
The Party (the "Relevant Party") who has prepared the text of this Agreement for 28.2 execution (as indicated in paragraph 7 of the Schedule) warrants and undertakes to the other Party that such text conforms exactly to the text of the standard form Global Master Securities Lending Agreement posted by the International Securities Lenders Association on its website on 7 May 2000 except as notified by the Relevant Party to the other Party in writing prior to the execution of this Agreement.
-
No amendment in respect of this Agreement will be effective unless in writing (including 28.3 a writing evidenced by a facsimile transmission) and executed by each of the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
- 28.4 The obligations of the Parties under this Agreement will survive the termination of any Loan.
- 28.5 The warranties contained in paragraphs 12, 13, 16 and 28.2 will survive termination of this Agreement for so long as any obligations of either of the Parties pursuant to this Agreement remain outstanding.
- 28.6 Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
- This Agreement (and each amendment in respect of it) may be executed and delivered in 28.7 counterparts (including by facsimile transmission), each of which will be deemed an original.
- A person who is not a party to this Agreement has no right under the Contracts (Rights of 28.8 Third Parties) Act 1999 to enforce any terms of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
EXECUTED by the PARTIES
SIGNED BY CHRISTOPHER TAYLOR
DULY AUTHORISED FOR AND ON BEHALF OF STATE STREET BANK AND TRUST COMPANY
Sasha Conoplia SIGNED BY Division Director DULY AUTHORISED FOR AND ON BEHALF OF
.
Taylor
MACQUARIE BANK LIMITED, LONDON BRANCH
ins Hacart Lawyer
t. Collateral
- The securities, financial instruments and deposits of currency set out in the table below $1.1$ with a cross marked next to them are acceptable forms of Collateral under this Agreement.
- Unless otherwise agreed between the Parties, the Market Value of the Collateral $1.2$ delivered pursuant to paragraph 5 by Borrower to Lender under the terms and conditions of this Agreement shall on each Business Day represent not less than the Market Value of the Loaned Securities together with the percentage contained in the row of the table below corresponding to the particular form of Collateral, referred to in this Agreement as the "Margin".
| Security/Financial Instrument/Deposit of Currency |
Mark "X" if acceptable form of Collateral |
Margin |
|---|---|---|
| Corporate and sovereign bonds (as agreed) |
x | $2 - 5%$ |
| US dollars | X | $2 - 5\%$ |
| EURO | X | $2 - 5\%$ |
| GBP | X | $2 - 5\%$ |
| FTSE 100 DBV | x | $5\%$ |
| FTSE 250 DBV | X | 10% |
| UK Gilts DBV | X | 2.5% |
| UK Certificates of Deposit | X | $2 - 5%$ |
$1.3$ Basis of Margin Maintenance:
Paragraph 5.4 (aggregation) shall apply.
$1.4$ Paragraph 5.6 (netting of obligations to deliver Collateral and redeliver Equivalent Collateral) shall apply.
Paragraph 5.6 shall not preclude the Parties, for purposes of operational efficacy, from making a series of deliveries or payments in satisfaction of their obligations pursuant to paragraph 5.4.
$2.$ Base Currency
The Base Currency applicable to this Agreement is EURO.
Places of Business 3.
Boston and London
$4.1$ Designated Office and Address for Notices
Designated office of Party A: $(A)$
Address for notices or communications to Party A:
State Street Bank and Trust Company, One Royal Exchange, Address:
London, England EC3V 3LL
Attention: Christopher Taylor, Securities Finance
Facsimile No: 44 (0) 20 7369 4603
Telephone No: +44 (0) 20 7864-7357
Electronic Messaging System Details: not applicable
Securities Finance With a copy to:
State Street Financial Center
One Lincoln Street
Boston Massachusetts 02111-2900
Attn: International Trading Area
$(B)$ Designated office of Party B:
Address for notices or communications to Party B:
Address: Level 31, Citypoint, 1 Ropemaker Street, London EC2Y 9HD, UK
Attention: Head of Legal, Treasury Legal London
Facsimile No: +44207 065 2181
Telephone No: +44207 065 2215
Electronic Messaging System Details:
Agent of Party A for Service of Process $(A)$
Not applicable
5.
Agent of Party B for Service of Process $(B)$
Not applicable
$6.$ Agency Transactions
Party A may act as Agent. Paragraph 16, as amended below and by Annex 1 (the Agency Annex) to this Schedule, shall apply in respect of Agency Transactions. Party B shall not act as Agent.
Paragraphs 16.2 and 16.5 of this Agreement shall be deleted in their entirety and restated in Annex 1.
Paragraph 12(d) of this Agreement shall not apply to Party A when acting as Agent and instead the representations and warranties in Annex 1 shall apply.
$7.$ Party Preparing this Agreement
Party A
Applicability of this Agreement 8.
Until otherwise agreed in writing, the terms of this Agreement shall apply only to those Loans arranged between Party B as Borrower and Party A as Lender acting in its capacity as lending agent on behalf of the Principal(s) identified in writing to Borrower (in accordance with paragraph 3(a) of Annex 1 (Agency Annex)) as being eligible to act as a Principal under this Agreement. Any transaction(s) in respect of a Principal so identified to Borrower which is outstanding under the Securities Lending Agreement between Party A and Party B dated July 1, 1999, as amended from time to time shall be treated as if such transaction(s) had been entered into as a Loan under this Agreement, and the terms of such transaction(s) are amended accordingly with effect from the date of such identification of the relevant Principal made to the Borrower...
Country or Lender specific terms 9.
The supplemental terms and conditions set out in Annex 2 to this Schedule shall be applied to Loans and /or specified Principals under this Agreement in the manner set out in Annex 2 and shall constitute additional terms of this Agreement. Annex 2 may be amended from time to time by mutual agreement between the Parties to reflect additions or deletions to these terms.
Market Value 10.
The words "the bid price of" shall be deleted from the first line of sub-paragraph (a)(i) of the definition of Market Value stated in paragraph 2.1 of this Agreement.
11. Currency Conversions
Paragraph 2.4 of this Agreement shall be deleted in its entirety and replaced by the following new paragraph as follow:
"For the purposes of determining any prices, sums or values (including Market Value, Required Collateral Value, Relevant Value, Bid Value and Offer Value for the purposes of paragraphs 5 and 10 of this Agreement) prices, sums or values stated in currencies other than the Base Currency shall be converted into the Base Currency at the spot rate of exchange reasonably determined by Lender (or if an Event of Default has occurred in relation to the Lender, then by Borrower) acting in good faith utilizing an internationally recognized pricing service quoted by such service for the purchase of the Base Currency with the currency concerned on the day on which the calculation is to be made, or if that day is not a Business Day, the spot rate of exchange at the Close of Business on the immediately preceding Business Day."
$12.$ Pre-delivery
Unless otherwise agreed in respect of any particular Loan, notwithstanding anything to the contrary in this Agreement (i) any obligation of Lender to deliver Securities in respect of any Loan to Borrower is conditional upon Lender having received the Collateral agreed to be provided in respect of such Loan and (ii) any obligation of Lender to repay or redeliver (as the case may be) Equivalent Collateral upon the termination of a Loan or upon the substitution of Alternative Collateral is conditional upon Lender verifying receipt of Equivalent Securities or Alternative Collateral, as the case may be.
$13.$ Substitutions of Collateral
The words "or Lender" shall be inserted after the word "Borrower" in the first line of paragraph 5.3 of this Agreement.
Manufactured Payments 14.
Paragraph 6.1 of this Agreement shall be deleted in its entirety and replaced by the following new paragraph 6.1 as follows:
"Where Income is paid in relation to any Loaned Securities on or by reference to an Income Payment Date, Borrower shall on the date of the payment of such Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Date") and irrespective of whether Borrower receives the same, pay and deliver a sum of money or property equivalent to the type and amount of such Income that the relevant Principal would have been entitled to receive had such Securities not been loaned to Borrower and had been retained by the relevant Principal on the Income Payment Date, together with a sum of money equivalent to any reclaims or tax credits with respect to withholding tax at source on actual distribution made by the issuer which may otherwise have been available to such Principal had it received the actual distribution made by the issuer, unless a different sum is agreed between the Parties (the "Manufactured Payment").
$15.$ Corporate Actions
Paragraph 6.4 of the Agreement shall be deleted in its entirety and replaced by the $15.1$ following new paragraph 6.4 as follows:
"Where in respect of any Loaned Securities, any rights relating to conversion, subdivision, consolidation, pre-emption, rights arising under a takeover offer, rights to receive securities or a certificate which may at a future date be exchanged for securities or other rights, including those requiring election by the holder for the time being of such Securities (each such event a "Corporate Action"), become exercisable prior to the redelivery of Equivalent Securities, then Lender may, within a reasonable time before the latest time for the exercise of the right or option, give written notice to the Borrower that on redelivery of Equivalent Securities Lender wishes to receive Equivalent Securities in such form as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
15.2 New paragraphs 6.5 to 6.7 shall be added to paragraph 6 of this Agreement as follows:
"6.5 Lender's inability to participate in Corporate Action
If Lender or Borrower terminates a Loan in accordance with paragraphs 8.2 and 8.3, and due to Borrower's late delivery of Equivalent Securities or failure to make such delivery in accordance with Lender's instructions, Lender is unable to participate in a Corporate Action, Lender shall be entitled (in addition to any other course of action available to it under this Agreement) to require Borrower to put the Lender, insofar as possible, in the position it would have been in if it had exercised the right and received securities in the form arising on exercise of that right, or otherwise to compensate Lender for the difference in value between the Equivalent Securities and the securities in the form arising on exercise of the right.
6.6 Impending Corporate Actions
Borrower shall not be entitled to terminate a Loan of Loaned Securities which are the subject of an impending Corporate Action unless Lender has accepted that redelivery of Equivalent Securities by Borrower in accordance with paragraph 8.3 will be received in sufficient time to allow Lender to participate in the Corporate Action.
6.7 Collateral - Corporate Actions and Income
Where Securities are delivered as Collateral for a Loan, Borrower shall provide to Lender Alternative Collateral acceptable to Lender three Business Days prior to the record date for the happening of a Corporate Action, maturity or the payment of any Income with respect to the Collateral. If, for whatever reason, Alternative Collateral is not provided prior to the record date for the happening of such Corporate Action, maturity or the payment of any Income with respect to the Collateral, causing Lender to be the holder of record at such time, the following shall apply: (i) Lender shall have no liability to Borrower in connection with any elections or exercisable rights in respect of such Corporate Actions and Lender's obligation to redeliver Equivalent Collateral shall be revised accordingly, save that Lender shall use reasonable efforts to act in accordance with the Borrower's instructions in connection therewith provided these are given to Lender within a reasonable timeframe, as determined by Lender, as would enable Lender to comply with such instructions; and (ii) Lender's obligation to account to Borrower for Income or other distributions in respect of Collateral, shall be subject to any withholding taxes or duties deducted or imposed on Lender or any relevant
Principal, without reference to any amount of tax credit or reclaim which may be due or claimable by Lender or any relevant Principal. Borrower acknowledges that Income paid on non-cash Collateral may be afforded different tax treatment by the local tax authority than Borrower would have been so entitled had it not delivered the Collateral to Lender, and hereby agrees not to claim Lender or any relevant Principal for any disparate treatment as a result of Borrower receiving the Income or other distribution from Lender (as opposed to a distribution from issuer directly)."
16. Costs and expenses
For the purposes of paragraphs 9.3 and 9.4 of this Agreement, costs and expenses shall include any charges, penalties or administrative fees imposed by the relevant exchange or clearing organisation in connection with such delivery failure or buy-in.
17. Events of Default
The parties agree that Lender failing to deliver Securities upon the due date as set out in sub-paragraph 14.1(i) of this Agreement shall not constitute an Event of Default or breach of the terms of this Agreement. In the absence of an Event of Default, Borrower's sole remedy in respect of any failure to deliver Securities by Lender shall be to require the redelivery of Collateral equivalent to Collateral delivered by Borrower with respect to such Securities.
18. General Tax Documentation
In the case of any payment due to a party ("Payee") by the other party hereto ("Payor") under any provision of this Agreement, Payee agrees to deliver to Payor (or, if applicable, to the appropriate tax authority) any certificate or document reasonably requested by Payor (including but not limited to a certificate of tax residence or similar document, (a Form W8 or Form W9 in the case of US-sourced payments) that would entitle Payee to an exemption from, or reduction in the rate of, withholding or deduction of tax from money payable by Payor to Payee.
- In this Schedule, including the Annexes hereto, the following definitions shall apply:
"Appropriate Tax Vouchers" means:
either such tax vouchers and/or certificates as shall enable the recipient to claim $(i)$ and receive from any relevant tax authority, in respect of interest, dividends, distributions and/or other amounts (including for the avoidance of doubt any Manufactured Payment) relating to particular Securities, all and any repayment of tax or benefit of tax credit to which the Lender would have been entitled but for the Loan of Securities in accordance with this Agreement and/or to which the Lender is entitled in respect of tax withheld and accounted for in respect of any Manufactured Payment; or such tax vouchers and/or certificates as are provided by the Borrower which evidence an amount of overseas tax deducted which shall enable the recipient to claim and receive from any relevant tax authority all and any repayment of tax from the UK Inland Revenue or benefits of tax credit in the jurisdiction of the recipient's residence; and
$(ii)$ such vouchers and/or certificates in respect of interest, dividends, distributions and/or other amounts relating to particular Collateral;
"Approved UK Collecting Agent" or "AUKCA" means a person who is approved as such for the purposes of the Rules of the UK Inland Revenue relating to manufactured overseas dividends;
"Approved UK Intermediary" or "AUKI" means a person who is approved as such for the purposes of the Rules of the UK Inland Revenue relating to manufactured overseas dividends;
"Overseas Securities" has the meaning given to that term in paragraph 1(1) of Schedule 23A to the Income and Corporation Taxes Act 1988.
"Triparty Agreement" means an agreement between Party A and Party B and a third party custodian or clearing house (such as Euroclear or Clearstream) for the provision of collateral maintenance services in connection with specified Loans effected under this Agreement.
Unless expressly amended by this Schedule (including the Annexes to this Schedule), $20.$ terms to which a defined meaning is given in this Agreement have the same meanings in this Schedule (including the Annexes to this Schedule).
ANNEX 1
AGENCY ANNEX TO GLOBAL MASTER SECURITIES LENDING AGREEMENT
Supplemental terms and conditions for Agency Transactions
This Annex constitutes an Annex to the Schedule to the Global Master Securities Lending Agreement dated .................................... and Macquarie Bank Limited, London Branch (referred to in this Annex as "Borrower"), (the "Agreement").
- ī. Scope and interpretation
- Borrower acknowledges that it shall not enter into Loans under the Agreement as agent $(a)$ for a third person, but shall act solely as principal.
- In relation to Agency Transactions, this Agreement is amended and supplemented as $(b)$ set out in paragraphs 2 to 12 of this Annex.
- The Parties acknowledge that a Loan may be arranged by the Agent for the account of $(c)$ more than one Principal and accordingly the Parties acknowledge that the Agent is required to have duly allocated that Loan to the relevant Principals before the Settlement Date for that Loan, and the Parties agree that for all purposes of this Agreement, that Loan shall be treated as a series of separate Agency Transactions entered into simultaneously between each relevant Principal and Borrower for the amount allocated to the relevant Principal, and "Agency Transaction" shall be construed accordingly.
- In this Annex - $(d)$
- If at any time on any Business Day the aggregate Market Value of Posted $(i)$ Collateral in respect of all Loans outstanding with a Principal under this Agreement exceeds the aggregate of the Required Collateral Value in respect of such Loans, Borrower has a "Net Transaction Exposure" for that Principal equal to that excess; if at any time on any Business Day the aggregate Market Value of Posted Collateral in respect of all Loans outstanding under this Agreement with a Principal falls below the aggregate of the Required Collateral Value in respect of such Loans, the Agent on behalf of that Principal shall be deemed to have a Net Transaction Exposure for such Loans equal to that deficiency;;
- "Pooled Principal" has the meaning given in paragraph 6(a) below; and $(ii)$
- "Pooled Transaction" has the meaning given in paragraph 6(a) below. $(iii)$
$2.$ Initiation; Confirmation
The Parties agree that all Loans effected under the Agreement shall be Agency Transactions unless at the time a Loan is entered into the Agent specifies that it is entering into the Loan as principal, and this is reflected in the confirmation for the Loan.
$\delta$ . Agent's representations and warranties
The Agent represents and warrants that:
- Before arranging any Agency Transactions it shall have disclosed generally to Borrower $(a)$ the identity and the jurisdiction of incorporation, organisation or establishment of each Principal (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) on behalf of which it has authority to arrange Agency Transactions, and whether such Principal is acting in the capacity of a trustee (a "Trustee Principal") and shall have obtained written approval of such Principal from the Borrower. Such disclosure may be made to and approval received from the legal/credit/compliance department of Borrower, and shall be promptly updated when changes in respect of any of those Principals occur;
- (b) it will have, on every occasion on which it arranges an Agency Transaction and at the time when the Loan is entered into, actual authority to arrange the Loan on behalf of the relevant Principal and to act on behalf of the relevant Principal in respect of all of that Principal's rights and obligations under the Agreement;
- it shall, if at the time of entering into an Agency Transaction it has not duly allocated $(c)$ the Loan to a Principal, allocate the Loan as soon as practicable thereafter but always before the Settlement Date for that Loan either to a single Principal or to several Principals and shall consequently record the Loan as a series of Agency Transactions between each relevant Principal and Borrower;
- at the time of allocating an Agency Transaction in accordance with paragraph 1(c) $(d)$ above, no Event of Default, of which Agent is aware, has occurred in relation to any Principal or Principals to whom the Agent has allocated that Loan or any part of that Loan;
- $(e)$ where Borrower is regulated in the conduct of its investment business by the United Kingdom Financial Services Authority ("FSA") the Principal on whose behalf the Agent is acting will not be an "indirect customer" of Borrower, and the Agent, and not the Principal, will be the "customer" of Borrower, in each case for the purposes of the rules of the FSA;
- the Agent has obtained evidence of, and recorded, the identity of the Principal under $(f)$ procedures maintained by the Agent in accordance with applicable anti-money laundering regulations; and
- at the time of entering into an Agency Transaction in accordance with paragraph 1(c) $(g)$ above, it has previously received a representation on behalf of each Principal to whom the Agent has allocated that Loan or any part of that Loan, that such Principal is duly authorised to enter into the Loans contemplated by this Agreement and to perform its obligations under such Loans.
- Trustee Principals 4.
-
In the case of Agency Transactions between a Trustee Principal, acting as trustee for a $(a)$ particular trust (the "Trust"), and Borrower:
-
the Trustee Principal's liability under an Agency Transaction shall be limited $(i)$ to the extent that such Trustee Principal has the right of recourse to meet such liability out of the assets of the Trust, and the assets of the Trust are sufficient at the time the liability arises to meet such liability;
- for the avoidance of doubt, the assets of the Trust may not be used to $(ii)$ discharge directly or indirectly the liabilities of, or obligations against the Trustee Principal acting in the capacity of trustee of any other trust;
- $(iii)$ any lien, right of set-off or other similar right which Borrower may have, whether pursuant to law or under the Agreement against the Trustee Principal acting as trustee of the Trust will be exercised only in respect of liabilities or obligations of such Trustee Principal which arise as a result of the Trustee Principal acting as trustee of such Trust; and
- any Event of Default which is attributable to the Trustee Principal acting as $(iv)$ trustee of the Trust shall not be regarded as occurring in respect of the Trustee Principal in its personal capacity or acting as trustee of any other trust.
5. Allocation of Collateral
- Unless the Agent expressly allocates (i) a delivery or deposit of Posted Collateral or (ii) $(a)$ a repayment of Cash Collateral or a redelivery of Equivalent Collateral (each a "Collateral Transfer") before such time, the Agent shall, at the time of making or receiving that Collateral Transfer, be deemed to have allocated any Collateral Transfer in accordance with sub-paragraph (b) below.
- If the Agent has made a Collateral Transfer on behalf of more than one Pooled $(b)$ (i) Principal, that Collateral Transfer shall be allocated in proportion to Borrower's Net Transaction Exposure in respect of each Pooled Principal at the Agent's close of business on the Business Day before the Collateral Transfer is made; and
- if the Agent has received a Collateral Transfer on behalf of more than one $(ii)$ Pooled Principal, that Collateral Transfer shall be allocated in proportion to each Pooled Principal's Net Transaction Exposure in respect of Borrower at the Agent's close of business on the Business Day before the Collateral Transfer is made.
Sub-paragraphs (a) and (b) above shall not apply in respect of any Collateral Transfer which is effected or deemed to have been effected under paragraph 6(c) below.
6. Pooled Principals: rebalancing of Collateral
- Where the Agent acts on behalf of more than one Principal, the Parties may agree that, $(a)$ as regards all (but not some only) outstanding Agency Transactions with those Principals, or with such of those Principals as they may agree ("Pooled Principals", such transactions being "Pooled Transactions"), any Collateral Transfers are to be made on an aggregate net basis.
- (b) Sub-paragraphs (c) to (e) below shall have effect for the purpose of ensuring that any Posted Collateral held, Posted Collateral to be delivered or deposited, Cash Collateral to
be repaid or Equivalent Collateral to be redelivered is, so far as is practicable, transferred and held proportionately, as between the respective Pooled Principals, in respect of all Pooled Transactions for the time being outstanding under the Agreement.
- At or as soon as practicable after the Agent's close of business on each Business Day on $(c)$ which Pooled Transactions are outstanding (or at such other times as the Parties may from time to time agree) there shall be effected such Collateral Transfers as shall ensure that immediately thereafter -
- $(1)$ in respect of all Pooled Principals which have a Net Transaction Exposure to Borrower, the amount of Cash Collateral then repayable, and the amount of Equivalent Collateral then deliverable, by each such Pooled Principal is equal to such proportion of the aggregate amount of Cash Collateral repayable, or the aggregate amount of such Equivalent Collateral deliverable, by all such Pooled Principals as corresponds to the proportion which the Net Transaction Exposure of the relevant Pooled Principal bears to the aggregate of the Net Transaction Exposures of all Pooled Principals to Borrower; and
- in respect of all Pooled Principals to which Borrower has a Net Transaction $(ii)$ Exposure, the aggregate amount of Cash Collateral then repayable, and the aggregate amount of Equivalent Collateral then deliverable, to each such Pooled Principal is equal to such proportion of the aggregate amount of Cash Collateral repayable, or the aggregate amount of such Equivalent Collateral deliverable, to all such Pooled Principals as corresponds to the proportion which the Net Transaction Exposure of the other party to the relevant Pooled Principal bears to the aggregate of the Net Transaction Exposures of Borrower to all Pooled Principals.
- Collateral Transfers effected under sub-paragraph (c) shall be effected (and if not so $(d)$ effected shall be deemed to have been so effected) by appropriations made by the Agent and shall be reflected by entries in accounting and other records maintained by the Agent. Accordingly, it shall not be necessary for delivery or deposits of Posted Collateral, repayments of Cash Collateral or redelivery of Equivalent Collateral to be made through any settlement system for the purpose of such Collateral Transfers. Without limiting the generality of the foregoing, the Agent is hereby authorised and instructed by Borrower to do all such things on behalf of the Borrower as may be necessary or expedient to effect and record the receipt on behalf of Borrower of repayments of Cash Collateral or redeliveries of Equivalent Collateral from, and the delivery or deposit of Posted Collateral on behalf of Borrower to Pooled Principals in the course or for the purposes of any Collateral Transfer effected under that subparagraph.
$7.$ Records, statements and confidentiality
(a) The Agent shall keep records capable of demonstrating at all times the outstanding Agency Transactions, the Principal that is a party to each such Agency Transaction, the Net Transaction Exposure of each Principal, the amount of Cash Collateral and/or Collateral Securities allocated to each Principal, or delivered by Borrower in respect of Loans for that Principal and such other information as may be necessary to perform its obligations as Agent.
- The Agent shall, at such times as have been agreed between the Parties, or otherwise $(b)$ upon reasonable request by Borrower, deliver a statement to Borrower in respect of all outstanding Agency Transactions, identifying the relevant Principals thereto (which may be by name or by reference to a code or identifier which the parties have agreed will be used to refer to a specified Principal) and the amount of Collateral held for each Principal. The information so provided by the Agent shall be kept strictly confidential by the other party and used solely for the purposes of identification, credit and risk analysis, legal due diligence, compliance with applicable financial and regulatory reporting requirements and otherwise as required by applicable law and regulation.
- Where the identity of a Principal has been disclosed only to the legal/credit/compliance $(c)$ department of Borrower and a code or identifier is used thereafter to refer to the Principal, Borrower confirms that it shall use its best endeavours to ensure that the Principal's identity shall not be disclosed to any other persons, including without limitation the Borrower's sales, trading or marketing department, without the prior written consent of the Agent.
- (d) Borrower acknowledges that if it has entered or shall enter into a separate Confidentiality Agreement with the Agent, in respect of securities lending by the Agent on behalf of its clients, that Confidentiality Agreement shall also apply in respect of information provided to Borrower by the Agent pursuant to this Agreement.
8. Rights of termination/substitution
The Parties agree that, in respect of any outstanding Agency Transaction, the Agent is hereby authorised by the Borrower to terminate any Loan between one Principal ("Principal A") and the Borrower (the "1st Loan"), and simultaneously enter into a new Loan on the same terms (the "2nd Loan") with another Principal ("Principal B") provided that:
- no Event of Default shall have occurred in respect of either Principal A or Principal B; $(a)$
- Principal B shall be a Principal the identity of which has previously been disclosed to $(b)$ Borrower in accordance with paragraph 3 (a) of this Annex; and
- (c) the termination of the 1st Loan and entry into the 2nd Loan shall be reflected by entries in accounting and other records maintained by the Agent and in the next statement provided by the Agent to the Borrower in accordance with paragraph 7(b) of this Annex.
Borrower agrees that the termination of the 1st Loan and entry into the 2nd Loan shall be effective from the time that the relevant entries are made in the Agent's records, without notice to Borrower, and at that time all rights, title, interest, obligations and liabilities of Principal A and Borrower in respect of the 1st Loan will be treated as having been performed and discharged and the obligations of Principal B and the Borrower to deliver Securities and to deliver any applicable Collateral Transfer as at that time will also be treated as having been performed and discharged.
9. General
- If the Agent shall fail to perform its obligations in paragraph $3(c)$ of this Annex in $(a)$ respect of allocation of Agency Transactions, then for the purposes of assessing any damage suffered by Borrower (but for no other purpose) it shall be assumed that, if the Loan concerned (to the extent not allocated) had been allocated in accordance with paragraph 3(c) all the terms of the Loan would have been duly performed.
- Borrower acknowledges that it is not relying on the Agent as regards any credit, legal $(b)$ or other due diligence in respect of any Principal and will make its own judgements with respect thereto.
10. Borrower: scope of Events of Default and Acts of Insolvency
- If any Event of Default should occur to Borrower as set out in the Agreement, then $(a)$ each Loan entered into between Borrower and each Principal under this Agreement shall be dealt with in accordance with the provisions applicable to it under this Agreement.
- If Borrower commits an event of default or an act of insolvency under any other $(b)$ securities lending or repurchase agreement entered into between the Agent and Borrower, such an occurrence shall be treated as an Event of Default by it under this Agreement and the applicable provisions of this Agreement shall apply to such Event of Default.
Principals: scope of Events of Default and Acts of Insolvency $|1.$
- If any Event of Default should occur to a Principal as set out in the Agreement then $(a)$ each Loan entered into between the Principal and Borrower under this Agreement shall be dealt with in accordance with the provisions applicable to it under this Agreement.
- If a Principal commits an event of default or an act of insolvency under any other $(b)$ securities lending or repurchase agreement entered into between the Agent and Borrower, such an occurrence shall be treated as an Event of Default in respect of that Principal under this Agreement and the applicable provisions of this Agreement shall apply to such Event of Default.
- For the avoidance of doubt, all Loans entered into between any other Principal and $(c)$ Borrower under this Agreement shall be treated as continuing in accordance with their respective terms and shall not be affected by the occurrence of an Event of Default in relation to a Principal as provided for in paragraphs (a) and (b) above.
Excess amounts under this Agreement $12.$
If, after effecting Collateral Transfers pursuant to paragraphs 5 and 6 of this Annex, the $(a)$ Agent would, but for this paragraph, be required to redeliver any Equivalent Collateral to the Borrower under paragraph 5.4 of this Agreement, it may apply such amount thereof as may be required to satisfy any delivery obligations of the Borrower in respect of collateral or margin under any other securities lending or repurchase agreements between the Borrower and Agent.
- $(b)$ Any net amount arising under this Agreement from the occurrence of an Event of Default hereunder which is:
- due to the Non-Defaulting Party, may be set off against any net amount due $(i)$ from the Non-Defaulting Party pursuant to the close-out procedure under any other securities lending or repurchase agreement between Agent (on behalf of the relevant Principal) and the other Party arising as a result of such Event of Default; or
- $(ii)$ due from the Non-Defaulting Party, may be set off against any net amount due to the Non-Defaulting Party pursuant to the close-out procedure under any other securities lending or repurchase agreement between the Agent (on behalf of the relevant Principal) and the other Party arising as result of such Event of Default.
ANNEX 2
SUPPLEMENTAL TERMS AND CONDITIONS
This Annex constitutes an Annex to the Schedule to the Global Master Securities Lending Agreement dated .................................... Principals and Macquarie Bank Limited, London Branch (the "Borrower"), (the "Agreement").
HONG KONG SECURITIES
Where any Loan consists of Hong Kong stocks, as such term is defined in Section 2 of the Hong Kong Stamp Duty Ordinance (Cap.117) (the "SDO"), the Borrower agrees to the following:
- $(a)$ it shall be subject to and be responsible for compliance with all applicable provisions and requirements under the SDO, and that such requirements shall include, inter alia, the timely registration of this Agreement with the Collector of Stamp Revenue as appointed under the SDO (the "Collector") in accordance with Section 19(12) A of the SDO in Hong Kong, and various filing, record-keeping, payment and reporting obligations (including a "stock return" as required by Section 19 of the SDO) and other acts and things as may be required by the Collector from time to time;
- $(b)$ it warrants and undertakes to the Agent on a continuing basis that Borrower shall only borrow Hong Kong stock under this Agreement for one or more of the "specified purposes" as required by Section 19 of the SDO;
- it shall indemnify and hold the Agent harmless in respect of any costs (including reasonable $(c)$ costs of counsel), fees, penalties, liability or loss incurred by the Agent as a result of or in connection with (i) the Borrower's failure, for whatever reason, to comply with SDO requirements referenced above in (a) above, or (ii) any breach by the Borrower of its undertakings pursuant to (a) and (b) above.
GERMAN KAGS
The Supplemental Agreement which sets out the KAG Agreement relating to the GMSLA dated (in the form attached to this Annex 2) (the "KAG Agreement") shall apply to modify the terms of this Agreement in the manner set out in the KAG Agreement in respect of any Loans by Principals which are KAG Lenders as defined in Section 1 of the KAG Agreement.
Acceptable Collateral in connection with Loans subject to the KAG Agreement shall be:
- Cash denominated in EURO or such other currency as notified to the Borrower by the Agent (which shall be the currency in which the units of the Fund are issued for the account of which a Loan is being entered into);
- German Pfandbriefe and German public sector bonds (Kommunalschuldverschreibungen);-Bonds admitted by the ECB or the German Central Bank for securing credit transactions (as mentioned in Article 18.1 on of the Protocol on the Statute of the European System of Central
Banks and of the European Central Bank of 7 February 1992), provided that Bonds issued by the Borrower or one of its group companies do not constitute Acceptable Collateral; and
Shares if they are admitted to the official market on a stock exchange in a Member State of the European Union or another State party to the Agreement on the European Economic Area, provided that Shares issued by the Borrower or one of its group companies do not constitute Acceptable Collateral,
provided further that the Agent, in relation to Loans with a particular Principal which is a KAG Lender as defined in Section 1 of the KAG Agreement, may restrict by giving notice to the Borrower the types of assets which constitute Acceptable Collateral.
THAI SECURITIES
Borrower represents and warrants on a continuing basis that it is not the holder of a licence for securities lending and borrowing business under the Law governing Securities and the Stock Exchange in Thailand.
In respect of Thai Securities which are the subject of a Loan, refer also to the paragraphs below entitled "Income re Thai and Singapore Securities" "Reduced Redelivery Times", "Special Delivery Requirements".
UK TAX PROVISIONS
Where Borrower is a UK resident for the purposes of the manufactured overseas dividend rules of the UK Inland Revenue, the following shall apply:
- Borrower represents and warrants that it is an AUKI at the time of entering into this Agreement $(a)$ and undertakes to notify Agent if at any time thereafter it ceases to operate as an AUKI.
- Where either Borrower, or any person to whom Borrower has on-lent the Securities, is unable to $(b)$ make payment of the Manufactured Payment to the relevant Principal without there being a requirement to account to the Inland Revenue for any amount of relevant tax (as required by Schedule 23A to the Income and Corporation Taxes Act 1988), Borrower shall pay to the relevant Principal, in cash, the Manufactured Payment less amounts equal to such tax provided that such Principal has agreed to accept an Appropriate Tax Voucher in relation thereto.
- Unless otherwise indicated at the time of the claim, when the Lender claims a gross $(c)$ Manufactured Dividend on net paying Securities from the Borrower in respect of an Agency Transaction, it will provide a certification that the recipient Principal of the gross Manufactured Dividend is (i) beneficially entitled to the Manufactured Dividend and (ii) that the beneficial owner is not a "UK recipient" as defined by paragraph 4(3A) of Schedule 23A to the Income and Corporation Taxes Act 1988
- Agent hereby notifies Borrower that it is not operating as an AUKCA for the purposes of this $(d)$ Agreement.
US TAX PROVISIONS
The following shall apply to Manufactured Payments in respect of Loans of US Corporate Securities:
- The Manufactured Payment pursuant to paragraph 6.1 shall, unless sub-paragraph (d) applies or $(a)$ otherwise agreed, be equivalent to the gross amount (100%) of any Income before deduction of any withholding tax;
- $(b)$ Borrower acknowledges that any person to whom the Borrower has transferred US securities which are the subject of a Loan may be required under US rules to withhold US income tax on any substitute payments with respect to such securities, but that any such taxes withheld shall not reduce the amount of the Manufactured Payment that the Borrower is required to pay pursuant to sub-paragraph (a) above.
- Unless otherwise agreed by Agent, the amount of Manufactured Payment payable by Borrower $(c)$ shall not be reduced by any amount of relevant tax payable by Borrower to the UK Inland Revenue.
- Where Borrower is either (i) a corporation created or organised under laws other than those of $(d)$ the United States of America, or (ii) otherwise fails to meet the definition of a "United States person" for the purposes of United States federal income tax laws, then the percentage rate of US withholding tax taken into account in any calculation of the Manufactured Payment that the Borrower is required to pay to the relevant Principal pursuant to paragraph 6.1 shall be equal to the rate of withholding tax that applies to such Manufactured Payment pursuant to US Internal Revenue Service Notice 97-66, 1997-2 C.B. 328 (December 1, 1997); provided that if the US withholding tax rules announced in Notice 97-66 are amended pursuant to a change of US tax laws or regulations, then Agent and Borrower may agree to a rate of US withholding tax for the purposes of such calculation that fully accounts for such change of law and the potential obligation of Agent as US withholding agent with respect to any US withholding tax imposed on such Manufactured Payment.
- Although both Agent and Borrower may be classified as US withholding agents under US tax $(e)$ rules in respect of Manufactured Payments related to US Corporate Securities, Agent represents that it will fulfil any US withholding taxes and reporting obligations with respect to any Manufactured Payment it receives from Borrower and pays to the relevant Principal, provided that the Manufactured Payment received from Borrower is sufficient to enable Agent to meet such withholding obligations and, after the application of any such withholding tax obligation, to satisfy the requirements of paragraph 6.1 of this Agreement.
FRENCH SECURITIES TAX CREDITS OR REFUNDS
Where, in respect of Loans of French Securities, a Principal, by reason of the Loan, loses its entitlement to (i) receive a refunds of avoir fiscal or any other equivalent tax refund or credit applicable pursuant to French law, attributable to the securities which are the subject of the Loan, or (ii) a claim for a reduction of French tax liability in situations where the Principal would have been so entitled to such refund or claim, the Borrower shall, on the payable date of such distribution, pay to the Principal an amount as reasonably determined by the Agent which shall fully compensate the Principal for all amounts to which Principal would have been entitled if it had not loaned the Securities.
AUSTRALIAN FRANKED INCOME
Where, in respect of securities which are the subject of Loans of Australian Securities, an Australian tax resident Principal which, but for the Loan of such securities, would have been entitled to a franked or partially franked dividend with respect to such securities and does not receive a franked or partially franked dividend, the Borrower shall, on the Payment Date of the Manufactured Dividend pursuant to paragraph 6.1 of this Agreement, pay to the Principal such additional amounts as will fully compensate Principal for the loss of any franking credit.
NEW ZEALAND DRPS
Where, for the purposes of paragraph 6.6 of this Agreement and notwithstanding paragraph 8.3 of this Agreement, New Zealand Securities (other than government securities), the subject of a Loan, are the subject of an impending Corporate Action in the form of a Dividend Reinvestment Plan ("DRP"), the Borrower shall not be entitled to terminate such Loan at any time during the period commencing 5 Business Days prior to the "Book Closure Date" (that is, the date by which a change of registration must be submitted to the company registrar in order for the new registrant to receive an upcoming entitlement from the issuer) and ending on the "Ex-Date" (that is, the date when securities are traded without the most recently announced entitlements).
JAPANESE TRANSFER APPLICATIONS
Where Loans consist of Japanese Government Securities or Japanese Government Agency Securities, the following shall apply:
- Borrower shall be required, upon redelivery of Equivalent Securities, to effect physical $(a)$ delivery of a Touroku Henkou Seikyushyo Application for Registration Transfer (a "Transfer Application") in the same form and denomination as delivered by Agent upon commencement of the Loan, or in such other denominations as Agent may specify by notice to the Borrower.
- If the Transfer Application delivered by Borrower fails to confer all right, title and $(b)$ interest in the Equivalent Securities to transferee in accordance with paragraph 4.2 of this Agreement or the Equivalent Securities delivered carry coupon or interest payments which are subject to withholding tax under Japanese law, Agent may exercise any of the remedies available in paragraph 9 of this Agreement.
- Where such Loans are the subject of an impending Manufactured Payment and $(c)$ Borrower, redelivers Equivalent Securities, pursuant to paragraph 8.3, at any time on or after the "Confirmation Date" (that is, the close of business on the Business Day immediately preceding the last business day on the Bank of Japan calendar on which Japanese Government Securities or Japanese Government Agency Securities can be traded for settlement prior to the "Record Date", that is, the record date according to the Bank of Japan calendar for the payment of distributions) up until and including the Record Date, the Borrower shall compensate Principal in full for the amount of the Manufactured Payment gross of any withholding taxes, if by reason of the Borrower's redelivery of Equivalent Securities Principal is unable for whatever reason, to obtain compensation for the full amount of the distribution, including the inability to recover such amount from the registered owner of the securities.
JAPANESE GOVERNMENT BONDS
In respect of Loans of Japanese Government Bonds ("JGBs"), Lender shall only deliver from a taxexempt account at the BoJ Net system such JGBs as are exempt from Japanese withholding tax, and Borrower shall redeliver equivalent JGBs exempt from Japanese withholding tax from its tax- exempt account at the BoJ Net system. Borrower represents and warrants that it is participating in the BoJ Net system with tax exempt status and is deemed to repeat such representation and warranty with respect to each Loan of JGBs.
INCOME RE JAPANESE EQUITIES
Where Loans consist of Japanese Equity Securities, the following shall apply:
- For the purposes of sub-paragraph 5.5(iii) of this Agreement, accrued Income shall $(a)$ include any bonus shares issued on the record date of such securities;
- Where foreign ownership limits are reached in respect of registered Japanese Equity $(b)$ Securities which are the subject of a Loan by a Japanese non -resident Principal, the Borrower shall, pay or deliver Income pursuant to paragraph 6 of this Agreement which is equivalent to the entitlement of a Japanese non-resident Principal.
INCOME RE THAI AND SINGAPORE SECURITIES
Where Loans consist of Singapore Equity Securities or Thai Securities, the Borrower shall, pursuant to paragraph 6 of the Agreement, pay or deliver Income to the Principal which is equivalent to the entitlement of a holder of the foreign share or security types of such securities.
TRANSFER AND OTHER TAXES
- Paragraph 11 of this Agreement shall be read to include the following taxes which may be $(a)$ charged in connection with Loans and /or transfers of the securities subject to Loans, and shall be payable by the Borrower pursuant to and in accordance with paragraph 11:
- with respect to all types of Australian Securities, non-resident capital gains taxes and $(i)$ any other taxes:
- with respect to all types of South African Securities, Uncertificated Securities Tax, $(ii)$ stamp duty or similar charges together with any penalty or fee that may be imposed by the South African Authorities.
- with respect to Thai Equity Securities, any capital gains taxes resulting from failure $(iii)$ to redeliver the full amount of Equivalent Securities in the form of foreign registered shares, as set out in the paragraph below entitled "Special Redelivery Requirements".
- Where any Loan consists of UK Equity Securities, Borrower represents and warrants that it is $(b)$ and will continue to be at all times a member of the London Stock Exchange, and that it will file any and all reports required under the rules of the London Stock Exchange in order to ensure an exemption from UK Stamp Duty Reserve Tax in connection with Loans of UK equity Securities.
REDUCED REDELIVERY TIMES
Paragraph 8.2 of the Agreement is modified to provide that the Agent is entitled to call for the redelivery of Equivalent Securities within the following settlement times for in respect of the types of securities set out below and not the standard settlement time as originally stated in paragraph 8.2. Accordingly, the Agent is entitled to terminate a Loan of the following type of securities by giving notice on any Business Day of:
in respect of US Government Securities, no later than (i) the close of operations of the federal book entry system on the Business Day Notice is given if given to Borrower on or before 9 a.m. Eastern Standard Time; or (ii) the close of operations of the federal book entry system on the next following Business Day if notice is given to the Borrower after 9 a.m. but before 5 p.m. Eastern Standard Time;
in respect of all other fixed income securities which were originally delivered in Euroclear or the domestic market for the relevant security, no later than the exchange instruction deadline in the applicable exchange time zone on the Business Day which is one Business Day less than the standard settlement time in the cash market for the outright purchase and sale of such securities.
SPECIAL REDELIVERY REQUIREMENTS
For the purposes of paragraph 8.1, the terms for redelivery of Equivalent Securities shall include the following provisions in respect of the relevant security types below:
In respect of Singapore Equity Securities, the Borrower shall redeliver Equivalent Securities which are "Foreign Stock" where (i) the Loaned Securities were registered as Foreign Stock, or (ii) the Loaned Securities were registered as local stock and there is a Foreign Stock tranche of such securities already in existence or a Foreign Stock tranche of such securities is created during the term of the Loan.
In respect of Thai Equity Securities the Borrower shall redeliver "foreign" registered (scripless depositary held only) shares and must redeliver the entire amount of Equivalent Securities under the relevant Loan. The Borrower agrees not to effect a partial termination of any Loan of Thai Equity Securities pursuant to paragraph 8.3 of this Agreement or partial redelivery of Equivalent Securities pursuant to paragraph 8.1 of this Agreement. If full amount of foreign registered shares not redelivered, then Borrower shall be responsible, in accordance with paragraph 11 of this Agreement, for the payment of any capital gains taxes that may be assessed against Principal in relation to such Loan.
In respect of Japanese Government Securities or Japanese Government Agency Securities, refer to the requirements set out in paragraph (a) of the section above entitled "Japanese Transfer Applications".
TRIPARTY SERVICES
Where in connection with specified Loans effected under this Agreement Agent and Borrower have agreed for such Loans to be the subject of a Triparty Agreement, the following shall apply:
Acceptable forms of Collateral and Margin percentages shall be as stated in the Triparty $(a)$ Agreement.
Without prejudice to the provisions of paragraph 6.7, the parties agree always to use, to the $(b)$ fullest extent permitted by the Triparty Agreement, any service for the automatic substitution of Collateral with Alternative Collateral in respect of Collateral which becomes the subject of any impending Income or Corporate Action, (such service, the "AutoSelect Service"). In the absence of an AutoSelect Service the Borrower shall instruct the triparty agent so as to fulfil its obligations pursuant to paragraph 6.7 of the Agreement.
US AUTHORISED REPRESENTATIVES
In connection with Loans of US Securities, the Borrower shall be required to execute an Authorised Representative Agreement in the form attached to this Annex 2, for the purposes appointing representative(s) with full power and authority to act on Borrower's behalf between the hours of 9 a.m. and 5 p.m. Eastern Standard Time.
AUTHORISED REPRESENTATIVE AGREEMENT
(FOR NOTICES/INSTRUCTIONS IN CONNECTION WITH LOANS OF US SECURITIES)
In connection with the Global Master Securities Lending Agreement dated between State Street Bank and Trust Company, as Agent and Macquarie Bank Limited, London Branch ("Borrower") (the "GMSLA")
The Parties agree as follows:
- Terms not otherwise defined herein shall have the meanings ascribed thereto in the GMSLA. 1.
- $2.$ The Borrower appoints the authorised representative(s) below with full power and authority to act on behalf of Borrower with respect to any and all oral or written notices and/or instructions given by Agent between the hours of 9:00 am and 5:00 pm Eastern Standard Time in connections with Loans of US Securities. Any and all such notices given to the representative(s) at the fax number below or via telephone, shall be effective for purposes of the GMSLA.
Representative(s):
| 1. Name: | Name: э |
|---|---|
| Tel: | Tel |
| Fax: | Fax: |
- Borrower will promptly inform Agent in writing if it appoints a new authorised representative $31$ for such purposes, and/or if there is a new telephone and/or fax number.
- Except for purposes of receiving and acting on any notices and/or instructions given by Agent 4. with respect to US Securities, all other procedures and practices agreed between the parties under the GMSLA remain unaffected.
- This agreement shall be governed by and construed in accordance with English law. 5.
STATE STREET BANK AND TRUST COMPANY
CHELSTOPHER
DATE: $11A^{\circ\alpha}112\pi$
MACQUARIE BANK LIMITED, LONDON BRANCH
TAYLOR
NUE MANAGINE DIRECTOR
Chare: 11TH APRIL 2007
Clare Hegan Lawyer
Sasha Conoplia Division Director
A Supplemental Agreement to the Global Master Securities Lending Agreement between (the "GMSLA") Party A and Party B dated
KAG AGREEMENT RELATING TO THE GLOBAL MASTER SECURITIES LENDING AGREEMENT dated as of [●] between
State Street Bank and Trust Company
1 Royal Exchange,
London EC3V 3LL, England acting as agent for various KAG Lenders
("Agent")
and
Macquarie Bank Limited, London Branch,
having its address at Level 31, Citypoint, 1 Ropemaker Street, London, EC2Y 9HD
("Borrower")
WHEREAS
- The parties hereto intend to enter into securities lending arrangements as $(a)$ between the Borrower and the Agent, acting on behalf of various counterparties, each of which is a management company (Kapitalanlagegesellschaft) within the meaning of the German Investment Act (Investmentgesetz) which manages several investment funds (each, a "KAG Lender", as defined below). Such securities lending arrangements shall be documented on the basis of the documentation of which this Agreement forms a part namely (i) the Global Master Securities Lending Agreement (Version May 2000) including the Schedule and various Annexes thereto between Agent and Borrower , including an Annex 1 to the Global Master Securities Lending dated Agreement (the "Agency Annex") (together, the "GMSLA"). Each KAG Lender is subject to certain statutory requirements with respect to securities lending transactions.
- The Borrower and Agent wish to record and reflect in this Agreement certain $(b)$ terms with the object of ensuring that securities lending transactions on behalf of any KAG Lender conform with the aforesaid statutory requirements.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1: Definitions
Terms not otherwise defined herein shall have the meanings ascribed thereto in the GMSLA.
Borrower and Agent agree that the following definitions shall, in respect of KAG Securities (as defined below), have the following meanings which shall supersede and replace those in the GMSLA where identical with definitions set out in the GMSLA:-
"Collateral" shall mean such types of assets as are specified as Collateral in Annex 2 to the Schedule to the GMSLA (subject to restriction by the Agent in accordance with the Schedule by giving notice to the Borrower in relation to the Loans with a particular Principal which is a KAG Lender) and which are delivered by the Borrower to the Agent acting as sub-custodian for the Depositary Bank for the account of the relevant KAG Lender in accordance with the GMSLA. Collateral shall include Alternative Collateral. Collateral must be provided by Borrower and received by the Agent acting as sub-custodian for the Depositary Bank for the account of the relevant KAG Lender either prior to or, if delivered through a delivery-versuspayment system, simultaneously with, delivery of the KAG Securities which are the subject of a Loan to Borrower.
"Depositary Bank" shall mean, in respect of a KAG Lender and a Fund, the entity listed in Attachment 1 (as amended from time to time) in the second column opposite to such Fund.
"KAG Lender" shall mean each management company (Kapitalanlagegesellschaft - "KAG") within the meaning of the German Investment Act (Investmentgesetz) listed in Attachment 1 (as amended from time to time), acting as lender of KAG Securities for the account of such investment funds (Sondervermögen - each, a "Fund") as are listed in Attachment 1 in relation to such entity. Attachment 1 will be delivered by the Agent to Borrower and may be amended by Agent from time to time by giving notice to Borrower. The specific Fund for the account of which a Loan is being entered into, shall be identified in respect of each Loan in the confirmation for such Loan in accordance with Section 8 hereof.
"KAG Securities" shall mean such Securities each KAG Lender shall have made available to Agent for the purpose of Loans and which Agent identifies to Borrowers as being available for Loans hereunder.
"Loan" shall mean, for the purposes hereof, a securities lending transaction in respect of KAG Securities as contemplated hereby.
Section 2: Amendment to GMSLA
This Agreement supersedes, where necessary, the GMSLA between Borrower and Agent wherever Securities which are subject to Loans consist of KAG Securities being lent by the Agent on behalf of a KAG Lender. In addition to any modifications to the GMSLA set out elsewhere herein or following from the application of the provisions of this Agreement, the parties wish to amend the GMSLA with respect to KAG Lenders specifically as follows:
- Paragraph 1(c), 3(c) and 3(d) of the Agency Annex shall not apply to Agency $(a)$ Transactions where the Principal is a KAG Lender.
- Paragraphs 5 and 6 of the Agency Annex shall not apply with respect to KAG $(b)$ Lenders.
Section 3: Agency Transactions
- The parties agree and acknowledge that, in relation to each particular KAG Lender, $(a)$ Loans hereunder relate to various Funds managed by such KAG Lender and that the term "KAG Lender" as defined above denotes, in relation to a particular Loan hereunder, the relevant KAG acting for the account of a specific Fund. Therefore, there may be multiple KAG Lenders hereunder, each of which shall be a Principal as defined in paragraph 16.1 of the GMSLA. All of the provisions of the GMSLA shall apply separately as between the Borrower and each Principal for whom the Agent has entered into a Loan as if each such Principal were a party to a separate agreement with the Borrower in all respects identical with the GMSLA (other than paragraph 16.4 of the GMSLA) and as if such Principal were Lender in respect of that agreement. Accordingly, lending of KAG Securities hereunder will lead to the result that there will be multiple agreements with the Borrower which are in all respects identical with the GMSLA (other than paragraph 16.4 of the GMSLA) and each of which relates to a particular Fund for the account of which a KAG Lender enters into Loans. The parties agree and acknowledge that each such agreement shall be separate from each other agreement with the Borrower and that there will be no cross-netting, cross-collateralisation or other legal devices leading to similar effects available under any agreement with the Borrower. In particular, any right of set-off, combination of accounts, lien or other right to which the Borrower is at any time otherwise entitled (whether by operation of law, contract or otherwise) shall be limited to such claims of the Borrower against the relevant KAG lender which result from transactions into which such KAG Lender has entered for the account of the Fund to which the relevant GMSLA relates.
- Where Income in the form of securities will be paid in relation to any Loaned $(b)$ Securities, such securities, notwithstanding any further requirements set out in the GMSLA, shall only be added to such Loaned Securities (and shall constitute Loaned Securities and be part of the relevant Loan) in accordance with paragraph 6.2 of the GMSLA and will not be delivered to Lender until the end of the relevant Loan, if
Section 9: Termination
A termination of this Agreement shall not affect any GMSLA which has been entered into under the terms hereof. The termination of a GMSLA for one Fund shall not affect the validity of any GMSLA in place for other Funds.
Section 10: Governing Law
This Agreement shall be governed by, and construed in accordance with, the law specified in paragraph 24.1 of the GMSLA.
IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.
Macquarie Bank Limited, London Branch
$1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.$ Name: Clara Hegart Title: Lewyer Date: SANCH Name: Sasha Conoplia Title: Division Director Date: $1174$ APRIL 2007
State Street Bank and Trüst Company, London Branch
CHRISTOPHER TATLA
Name:
SEVILLE MANAGINE DIRETOR Title:
$1177212207$ Date:
....................................... Name:
Title:
$............$
Date:
ATTACHMENT 1
List of KAG Lender, Funds and Depositary Bank
| KAG Lender and Funds | Depositary Bank |
|---|---|
| 1. Universal Investment GMBH (the "KAG") acting for the account of Boeringer BI-UI-FONDS I |
State Street Bank GmbH. Munich |
| Universal Investment GMBH (the 2. "KAG") acting for the account of Boeringer BI-UI-FONDS 2 |
State Street Bank GmbH, Munich |
| 3. Universal Investment GMBH (the "KAG") acting for the account of Boeringer BI-UI-FONDS 3 |
State Street Bank GmbH, Munich |
| 4. Universal Investment GMBH (the "KAG") acting for the account of Boeringer BI-UI-FONDS 5 |
State Street Bank GmbH, Munich |
| 5. Universal Investment GMBH (the "KAG") acting for the account of Boeringer BI-UI-FONDS 6 |
State Street Bank GmbH, Munich |
| 6. Universal Investment GMBH (the "KAG") acting for the account of APT- Universal-FONDS |
State Street Bank GmbH, Munich |
| Universal Investment GMBH (the 7. "KAG") acting for the account of UNIVERSAL-HP I |
State Street Bank GmbH, Munich |
| 8. Universal Investment GMBH (the "KAG") acting for the account of UNIVERSAL-HP II |
State Street Bank GmbH, Munich |
|---|---|
| 9. Universal Investment GMBH (the "KAG") acting for the account of UNIVERSAL-HP III |
State Street Bank GmbH, Munich |
| 10. Universal Investment GMBH (the) "KAG") acting for the account of UNIVERSAL-HP LZK |
State Street Bank GmbH, Munich |
| 11. Universal Investment GMBH (the "KAG") acting for the account of WMB-UNIVERSAL-FONDS |
State Street Bank GmbH, Munich |
| 12. Universal Investment GMBH (the "KAG") acting for the account of FRANKFURT I-UNIVERSAL- FONDS |
State Street Bank GmbH, Munich |
| 13. Universal Investment GMBH (the "KAG") acting for the account of FRANKFURT II-UNIVERSAL- FONDS |
State Street Bank GmbH, Munich |
| 14. Universal Investment GMBH (the "KAG") acting for the account of ATLANTIK-UNIVERSAL-FONDS |
State Street Bank GmbH, Munich |
| 15. Universal Investment GMBH (the "KAG") acting for the account of VANUS-UNIVERSAL-FONDS |
State Street Bank GmbH, Munich |
| 16. Universal Investment GMBH (the "KAG") acting for the account of PEKA I-UNIVERSAL-FONDS |
State Street Bank GmbH, Munich |
| GMBH (the "KAG") acting for the account of MUNCHEN I |
|
|---|---|
| 18. Pioneer Investments Kapitalanlage GMBH (the "KAG") acting for the account of MUNCHEN II |
State Street Bank GmbH, Munich |
| 19. Pioneer Investments Kapitalanlage GMBH (the "KAG") acting for the account of NRTHFONDS |
State Street Bank GmbH, Munich |
CERTIFIED EXCERPT FROM VOTE OF BOARD OF DIRECTORS
That officers and employees of STATE STREET BANK AND TRUST VOTED: COMPANY are hereby authorized to exercise powers as hereinafter specified:
To execute, seal, acknowledge and deliver on behalf of this Company individually, as agent, under power of attorney or in any other fiduciary capacity any and all documents, instruments, agreements and other writings not expressly described in any of the foregoing sections;
The Chairman The Chief Executive Officer The President A Vice Chairman An Executive Vice President A Senior Vice President The Treasurer The Secretary A Managing Director A Senior Principal A Principal (with signing authority) A Vice President An Assistant Vice President A Senior Associate A Senior Officer
I hereby certify that the foregoing is a true excerpt from a vote unanimously passed at a meeting of the Board of Directors of State Street Bank and Trust Company duly called and held on October 18, 2001, as amended to date.
I further certify that said vote, as so amended, is in full force and effect and that Christopher R. Taylor, Senior Vice President, whose specimen signature appears below, was duly elected and held the above respective office on the date this instrument was executed.
Attest:
anglo
Christopher R. Taylor Senior Vice President
Krystyna Beck Solicitor
Date: 26 March 2007