EXECUTION VERSION
U.S. $1,200,000,000
CRUSADE MANAGEMENT LIMITED
CRUSADE GLOBAL TRUST NO. 2 of 2006
U.S. $1,200,000,000 Class A-1
Mortgage Backed Floating Rate Notes
UNDERWRITING AGREEMENT
September 15, 2006
Credit Suisse Securities (USA) LLC
As Representative of the several
Underwriters Listed in Schedule A
Eleven Madison Avenue
New York, New York 10010
UNITED STATES OF AMERICA
Dear Sirs:
1.
Introductory. Perpetual Trustees Consolidated Limited (ABN 81 004
029
841), a limited liability public company under the Corporations Act
of Australia
in its capacity as trustee of the Crusade Global Trust No. 2 of
2006 (the
"ISSUER TRUSTEE") at the direction of Crusade Management Limited
(ABN 90 072 715
916), as manager (the "TRUST MANAGER") of Crusade Global Trust No.
2 of 2006
(the "TRUST") proposes to sell to the several Underwriters listed
in Schedule A
hereto (the "UNDERWRITERS"), for whom you are acting as
representative (the
"REPRESENTATIVE"), U.S. $1,200,000,000 principal amount of Class
A-1 Mortgage
Backed Floating Rate Notes (the "CLASS A-1 NOTES") issued by the
Trust. The
Trust will also at the same time issue its (euro)450,000,000 Class
A-2 Mortgage
Backed Floating Rate Notes, its A$600,000,000 Class A-3 Mortgage
Backed Floating
Rate Notes, its A$53,200,000 Class B Notes and its A$24,300,000
Class C Mortgage
Backed Floating Rate Notes (collectively, the "OTHER NOTES" and
together with
the Class A-1 Notes, the "NOTES"). Each Note will be secured by the
assets of
the Trust. The assets of the Trust include, among other things, a
pool of
variable and fixed rate residential housing loans (the "HOUSING
LOANS")
originated or acquired by St.George Bank Limited (ABN 92 055 513
070)
("ST.GEORGE"), including all monies at any time paid or payable
thereon or in
respect thereof, from the close of business on August 23, 2006 (the
"CUT-OFF
DATE") with respect to payments of principal and after the Closing
Date (as
defined herein) with respect to payments of interest, rights under
certain
insurance policies with respect to the Housing Loans, the
Collection Account and
the rights of the Issuer Trustee under the Basic Documents. The
Trust was
created pursuant to the Master
Trust Deed, dated March 14, 1998 (the "MASTER TRUST DEED"), Notice
of Creation
of Trust, dated September 13, 2006 and a supplementary terms
notice, to be dated
on or about September 19, 2006 (the "SUPPLEMENTARY TERMS NOTICE"),
each among
the Issuer Trustee, St.George and the Trust Manager, which set
forth specific
provisions regarding the Trust and detail the provisions of the
Notes. The Note
Trust Deed, to be dated on or about September 19, 2006 (the "NOTE
TRUST DEED")
by and among the Issuer Trustee, the Trust Manager and The Bank of
New York (the
"NOTE TRUSTEE") provides for the issuance and registration of the
Class A-1
Notes in accordance with the terms and conditions attached thereto.
St.George
will act as seller and as servicer (the "SERVICER") of the Housing
Loans. Each
of the Trust Manager and St.George is sometimes referred to as a
"ST.GEORGE
PARTY," and collectively, they are sometimes referred to herein as
the
"ST.GEORGE PARTIES."
The Trust Manager has prepared and filed with the U.S. Securities
and
Exchange Commission (the "COMMISSION") in accordance with the
provisions of the
Securities Act of 1933, as amended, and the rules and regulations
of the
Commission thereunder (collectively, the "SECURITIES ACT"), a
registration
statement on Form S-3 (No. 333-128920), including a form of
prospectus
supplement and a base prospectus. The registration statement as
amended at the
time when it became effective, or, if any post-effective amendment
has been
filed with respect thereto, as amended by the most recent
post-effective
amendment at the time of its effectiveness, is referred to in this
Agreement as
the "REGISTRATION STATEMENT", the form of base prospectus included
in the
Registration Statement as most recently filed with the SEC is
referred to as the
"BASE PROSPECTUS" and the form of the prospectus which includes the
Base
Prospectus and a prospectus supplement describing the Class A-1
Notes and the
offering thereof (the "FINAL PROSPECTUS SUPPLEMENT") which
prospectus is first
filed on or after the date of this Agreement in accordance with
Rule 424(b) is
referred to in this Agreement as the "FINAL PROSPECTUS". The
preliminary form of
the Prospectus Supplement dated August 31, 2006 (the "INITIAL
PRELIMINARY
PROSPECTUS SUPPLEMENT") as supplemented by the preliminary
supplement dated
September 13, 2006 (the "SUPPLEMENTED PRELIMINARY PROSPECTUS
SUPPLEMENT") is
referred to as the "PRELIMINARY PROSPECTUS SUPPLEMENT" and,
together with the
Base Prospectus, the "PRELIMINARY PROSPECTUS." The United States
Securities
Exchange Act of 1934, as amended, is herein referred to as the
"EXCHANGE ACT".
When used in this Agreement, "BASIC DOCUMENTS" shall mean each of
the
Master Trust Deed, the Supplementary Terms Notice, the Servicing
Agreement, the
Class A-1 Notes, the Security Trust Deed, the Note Trust Deed, the
Fixed-Floating Rate Swap, the Currency Swap, the Basis Swap and the
Agency
Agreement. To the extent not defined herein, capitalized terms used
herein have
the meanings assigned to such terms in the Final Prospectus.
"EFFECTIVE DATE"
shall mean the earlier of the date on which the Final Prospectus is
first used
and the time of the first Contract of Sale to which such Final
Prospectus
relates. "RULE 424" refers to such rule under the Securities Act.
"CONTRACT OF
SALE" has the same meaning as in Rule 159 of the Securities Act and
all
Commission guidance relating thereto. "FREE WRITING PROSPECTUS"
shall have the
meaning given such term in Rules 405 and 433 of the Securities Act.
In this Agreement, a reference to the Issuer Trustee is a reference
to the
Issuer Trustee in its capacity as trustee of the Trust only, and in
no other
capacity. Any reference to the assets, business, property or
undertaking of the
Issuer Trustee is a reference to the Issuer Trustee in that
capacity only.
2
In this Agreement, a reference to any representation, warranty,
covenant
undertaking or indemnity by St.George or the Trust Manager shall be
construed
such that a clear distinction exists between St.George and the
Trust Manager in
respect of any obligations in accordance with Australian Prudential
Regulatory
Authority AGN 120.1.
Each St.George Party and the Issuer Trustee hereby agree with the
several
Underwriters named on Schedule A as follows:
2.
Representations and Warranties of the Issuer Trustee and the
St.George
Parties.
I.
The Issuer Trustee represents and warrants to each Underwriter
that:
(a)
Since the respective dates as of which the information
contained in the Preliminary Prospectus and the Final
Prospectus under the heading "The Issuer Trustee, St.George
Bank and the Manager" was provided, there has been no material
adverse change or any development involving a prospective
material adverse change in the condition (financial or
otherwise) of the Issuer Trustee, except as disclosed in the
Preliminary Prospectus and the Final Prospectus, which would
affect that information which is material in the context of
the Issuer Trustee performing its obligations and duties under
the Class A-1 Notes and each Basic Document to which it is or
is to be a party.
(b)
The Issuer Trustee is a corporation duly incorporated
and existing under the laws of Australia; it is lawfully
qualified and holds all Authorisations (as defined in the
Master Trust Deed) necessary for it to carry on its business
as described in the Preliminary Prospectus and the Final
Prospectus, for it to issue the Class A-1 Notes, for it to act
as required by each Basic Document to which it is or is to be
a party and, by law, for it to comply with any requirements
which affect the operations or business of the Trust or the
Issuer Trustee's obligations under the Basic Documents to
which it is a party and no other thing is required to be done
by the Issuer Trustee (including without limitation the making
of any filing or registration) in order to issue the Class A-1
Notes or to execute and act as required by each Basic Document
to which it is to be a party.
(c)
This Agreement has been duly authorized, executed and
delivered by the Issuer Trustee.
(d)
The Class A-1 Notes have been duly authorized, and, when
issued, delivered and paid for pursuant to this Agreement,
will have been duly executed, issued and delivered and will
constitute valid and binding obligations of the Issuer
Trustee, entitled to the benefits provided by the Note Trust
Deed and the Security Trust Deed, subject as to enforceability
to applicable bankruptcy, insolvency, reorganization,
conservatorship, receivership, liquidation or other similar
laws affecting the enforcement
3
of creditors' rights generally and to general equitable
principles. Each of the Basic Documents to which the Issuer
Trustee is a party has been duly authorized by the Issuer
Trustee, and, when executed and delivered by the Issuer
Trustee and each of the other parties thereto, will constitute
a legal, valid and binding obligation of the Issuer Trustee,
enforceable against the Issuer Trustee in accordance with its
terms, subject as to enforceability to applicable bankruptcy,
insolvency, reorganization, conservatorship, receivership,
liquidation or other similar laws affecting the enforcement of
creditors' rights generally and to general equitable
principles.
(e)
The Issuer Trustee is not, nor with the giving of notice
or lapse of time or both would be, in violation of or in
default under, (i) its Constitution or (ii) any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Issuer Trustee is a party or by which
it or any of its properties is bound, except in the case of
(ii) for violations and defaults which individually and in the
aggregate would not have a material adverse effect on the
transactions contemplated herein or in the Basic Documents;
the issue and sale of the Class A-1 Notes and the performance
by the Issuer Trustee of all of the provisions of its
obligations under the Class A-1 Notes, the Basic Documents and
this Agreement and the consummation of the transactions herein
and therein contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a
default under, any agreement or instrument to which the Issuer
Trustee is a party or by which the Issuer Trustee is bound or
to which any of the property or assets of the Trust is
subject, nor will any such action result in any violation of
the provisions of the Constitution of the Issuer Trustee or
any applicable law or statute or any order, rule or regulation
of any court or governmental agency or body having
jurisdiction over the Issuer Trustee, or any of its
properties; and, to the knowledge of the Issuer Trustee and
assuming for this purpose that the representations and
warranties contained in Section 2.II.(h) hereof are true and
correct, no consent, approval, authorization, order, license,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale
of the Class A-1 Notes or the consummation by the Issuer
Trustee of the transactions contemplated by this Agreement or
the Basic Documents, except such consents, approvals,
authorizations, orders, licenses, registrations or
qualifications as may have been made and as may be required
under state securities or "Blue Sky" laws in connection with
the purchase and distribution of the Class A-1 Notes by the
Underwriters.
(f)
Other than as set forth or contemplated in the
Preliminary Prospectus and the Final Prospectus, there are no
legal or governmental investigations, actions, suits or
proceedings pending or, to the knowledge of the Issuer
Trustee, threatened against or affecting the Issuer Trustee or
4
the Trust, or to which the Issuer Trustee is or may be a party
or to which the Issuer Trustee or any property of the Trust is
or may be the subject, which will have an impact on the
transactions contemplated by this Agreement.
(g)
The representations and warranties of the Issuer Trustee
contained in the Basic Documents are true and correct in all
material respects.
(h)
To the Issuer Trustee's knowledge, no event has occurred
which would entitle the Trust Manager to direct the Issuer
Trustee to retire as trustee of the Trust under clause 20 of
the Master Trust Deed.
(i)
The Issuer Trustee has not taken any corporate action
nor (to the best of its knowledge and belief) have any other
steps been taken or legal proceedings been started or
threatened against the Issuer Trustee for its winding-up,
dissolution or reorganization or for the appointment of a
receiver, receiver and manager, administrator, provisional
liquidator or similar officer of it or of any or all of its
assets.
(j)
Subject to compliance with Section 128F of the Income
Tax Assessment Act (1936) (the "TAX ACT") and compliance by
the Underwriters with Section 10(b) and 10(c) hereto, no stamp
or other duty is assessable or payable in, and no withholding
or deduction for any taxes, duties, assessments or
governmental charges of whatever nature is imposed or made for
or on account of any income, registration, transfer or
turnover taxes, customs or other duties or taxes of any kind,
levied, collected, withheld or assessed by or within, the
Commonwealth of Australia or any sub-division of or authority
therein or thereof having power to tax in such jurisdiction,
in connection with the authorization, execution or delivery of
the agreements to which the Issuer Trustee is to be a party or
with the authorization, execution, issue, sale or delivery of
the Class A-1 Notes and the performance of the Issuer
Trustee's obligations under the Basic Documents, other than,
in the case of stamp duty, following a Title Perfection Event
(as defined in the Master Trust Deed), to which it is to be a
party and payments under the Class A-1 Notes.
(k)
The Class A-1 Notes and the obligations of the Issuer
Trustee under the Note Trust Deed will be secured (pursuant to
the Security Trust Deed) by a first floating charge over the
assets of the Trust, subject to the terms of the Security
Trust Deed.
(l)
No event has occurred or circumstances arisen which, had
the Class A-1 Notes already been issued, would (whether or not
with the giving of notice and/or the passage of time and/or
the fulfillment of any other requirement) constitute an Issuer
Trustee's Default (as defined in the Final Prospectus).
5
II.
Each St.George Party, as to itself only, represents and warrants to
each
Underwriter and the Issuer Trustee that:
(a)
The Trust Manager filed the Registration Statement with the
Commission pursuant to the Securities Act. The Trust Manager filed
the Preliminary Prospectus pursuant to Rule 424(b) under the
Securities Act. The Trust Manager will file the Final Prospectus
with the Commission pursuant to Rule 424(b) under Securities Act.
(b)
The Registration Statement has been declared effective under
the Securities Act by the Commission. No stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or, to the
knowledge
of the Trust Manager, threatened by the Commission. The
Registration
Statement and Final Prospectus (as amended or supplemented if the
Trust Manager shall have furnished any amendments or supplements
thereto) comply, or will comply, as the case may be, in all
material
respects with the Securities Act and the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission
thereunder (collectively, the "TRUST INDENTURE ACT") and do not and
will not, as of the applicable Effective Date of the Registration
Statement and any amendment thereto and as of the date of the Final
Prospectus and any amendment or supplement thereto, contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, and the Final Prospectus, as
amended or supplemented, if applicable, at the Closing Date will
not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the
light
of the circumstances under which they were made, not misleading;
except that the foregoing representations and warranties shall not
apply to (i) that part of the Registration Statement which
constitutes the Statement of Eligibility and Qualification (Form
T-1) of the Note Trustee under the Trust Indenture Act and (ii)
statements in or omissions from the Registration Statement or the
Final Prospectus based upon written information furnished to the
Trust Manager by any Underwriter through the Representative
specifically for use therein, it being understood and agreed that
the only such information is that described as such in Section
7(b).
(c)
Except as described in the Preliminary Prospectus and the
Final Prospectus, since the respective dates as of which
information
is given in Preliminary Prospectus and the Final Prospectus, there
has been no material adverse change, nor any development involving
a
prospective material adverse change, in the condition (financial or
other), business, properties, stockholders' equity or results of
operations of such St.George Party taken as a whole.
(d)
Such St.George Party is a corporation duly incorporated and
validly existing under the Corporations Act of the Commonwealth of
Australia as in effect at the date of this agreement; such
St.George
Party has the power and authority (corporate and other) to own its
properties and conduct its business as described in the Preliminary
Prospectus and the Final Prospectus and to enter into and
6
perform its obligations under this Agreement and the Basic
Documents
to which it is a party and carry out the transactions contemplated
by such Basic Documents; such St.George Party has been duly
qualified or licensed for the transaction of business and is in
good
standing under the laws of each other jurisdiction in which it owns
or leases properties, or conducts any business, so as to require
such qualification or licensing, other than where the failure to be
so qualified or licensed or in good standing would not have a
material adverse effect on the transactions contemplated herein or
in the Basic Documents.
(e)
This Agreement has been duly authorized, executed and
delivered by such St.George Party.
(f)
The Basic Documents to which such St.George Party is a party
have been duly authorized by such St.George Party, the Note Trust
Deed will be timely and duly qualified under the Trust Indenture
Act
(upon filing with the Commission) and, when executed and delivered
by the St.George Party which is a party thereto and each of the
other parties thereto, each of the Basic Documents to which such
St.George Party is a party will constitute a legal, valid and
binding obligation of such St.George Party, enforceable against
such
St.George Party in accordance with its terms, subject as to
enforceability to applicable bankruptcy, insolvency,
reorganization,
conservatorship, receivership, liquidation or other similar laws
affecting the enforcement of creditors' rights generally and to
general equitable principles; and the Class A-1 Notes and the Basic
Documents each will conform to the descriptions thereof in the
Preliminary Prospectus and the Final Prospectus.
(g)
Such St.George Party is not, and with the giving of notice, or
lapse of time or both would not be, in violation of or in default
under, (i) its Constitution or (ii) any indenture, mortgage, deed
of
trust, loan agreement or other agreement or instrument to which it
is a party or by which it or any of its properties is bound, except
in the case of (ii) for violations and defaults which individually
and in the aggregate would not have a material adverse effect on
the
transactions contemplated herein or in the Basic Documents; the
issue and sale of the Class A-1 Notes and the performance by such
St.George Party of all of the provisions of its obligations under
the Class A-1 Notes, the Basic Documents and this Agreement and the
consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which such St.George Party is a party or by which
such
St.George Party is bound or to which any of the property or assets
of such St.George Party is subject, nor will any such action result
in any violation of the provisions of the Constitution of such
St.George Party or any applicable law or statute or any order, rule
or regulation of any court or governmental agency or body having
jurisdiction over such St.George Party, or any of its properties;
and no consent, approval, authorization, order, license,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of
the Class A-1 Notes or the consummation by such St.George Party of
the transactions contemplated by this
7
Agreement or the Basic Documents, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications
as
have been obtained under the Securities Act, the Trust Indenture
Act, and as may be required under state securities or "Blue Sky"
laws in connection with the purchase and distribution of the Class
A-1 Notes by the Underwriters.
(h)
Other than as set forth or contemplated in the Preliminary
Prospectus and the Final Prospectus, there are no legal or
governmental investigations, actions, suits or proceedings pending
or, to the knowledge of such St.George Party, threatened against or
affecting such St.George Party or its properties, to which such
St.George Party is or may be a party or to which such St.George
Party or any property of such St.George Party is or may be the
subject, in each case, which will have an impact on the
transactions
contemplated by this Agreement; and there are no statutes,
regulations, contracts or other documents that are required to be
filed as an exhibit to the Registration Statement or required to be
described in the Registration Statement or the Final Prospectus
which are not filed or described as required.
(i)
The representations and warranties of such St.George Party
contained in the Basic Documents are true and correct in all
material respects.
(j)
KPMG LLP are independent public accountants with respect to
such St.George Party within the meaning of the standards
established
by the American Institute of Certified Public Accountants.
(k)
Such St.George Party owns, possesses or has obtained all
Authorisations (as defined in the Master Trust Deed), licenses,
permits, certificates, consents, orders, approvals and other
authorizations from, and has made all declarations and filings
with,
all federal, state, local and other governmental authorities
(including foreign regulatory agencies), all self-regulatory
organizations and all courts and other tribunals, domestic or
foreign, necessary to perform its obligations under this Agreement
and the Basic Documents, and such St.George Party has not received
any actual notice of any proceeding relating to revocation or
modification of any such Authorisation, license, permit,
certificate, consent, order, approval or other authorization; and
such St.George Party is in compliance with all laws and regulations
necessary for the performance of its obligations under this
Agreement and the Basic Documents.
(l)
To the knowledge of such St.George Party, no event has
occurred which would entitle such St.George Party to direct the
Issuer Trustee to retire as trustee of the Trust under clause 20 of
the Master Trust Deed.
(m)
Such St.George Party has not taken any corporate action nor
(to the best of its knowledge and belief) have any other steps been
taken or legal proceedings been started or threatened against such
St.George Party for its winding-up, dissolution or reorganization
or
for the appointment of a receiver, receiver and
8
manager, administrator, provisional liquidator or similar officer
of
it or of any or all of its assets.
(n)
Subject to compliance with Section 128F of the Tax Act and
compliance by the Underwriters with Section 10(b) and 10(c) hereto,
no stamp or other duty is assessable or payable in, and no
withholding or deduction for any taxes, duties, assessments or
governmental charges of whatever nature is imposed or made for or
on
account of any income, registration, transfer or turnover taxes,
customs or other duties or taxes of any kind, levied, collected,
withheld or assessed by or within, the Commonwealth of Australia or
any sub-division of or authority therein or thereof having power to
tax in such jurisdiction, in connection with the authorization,
execution or delivery of the agreements to which it is to be a
party
or with the authorization, execution, issue, sale or delivery of
the
Class A-1 Notes and the performance of such St.George Party's
obligations under the agreements to which it is to be a party and
the Class A-1 Notes.
(o)
No event has occurred or circumstances arisen which, had the
Class A-1 Notes already been issued, would (whether or not with the
giving of notice and/or the passage of time and/or the fulfillment
of any other requirement) constitute a Manager's Default (as
defined
in the Final Prospectus).
(p)
Since August 23, 2006, there has been no material adverse
change or any development involving a prospective material adverse
change in the condition (financial or otherwise) of such St.George
Party; and
(q)
As of the Closing Date, St.George will have transferred to the
Issuer Trustee a valid equitable assignment of each related Housing
Loan offered for sale by it to the Issuer Trustee.
(r)
Neither the Trust nor any St.George Party is an open-end
investment company, unit investment trust or face-amount
certificate
company that is or is required to be registered under Section 3 of
the United States Investment Company Act of 1940, as amended (the
"INVESTMENT COMPANY ACT"); and neither of the Trust nor any
St.George Party is and, after giving effect to the offering and
sale
of the Class A-1 Notes and the application of the proceeds thereof
as described in the Preliminary Prospectus and the Final
Prospectus,
will not be an "INVESTMENT COMPANY" as defined in the Investment
Company Act.
3.
Purchase, Sale and Delivery of Class A-1 Notes. On the basis of the
representations, warranties and agreements contained herein, but
subject to the
terms and conditions herein set forth, the Issuer Trustee, at the
direction of
the Trust Manager, agrees to sell the Class A-1 Notes to the
Underwriters, and
each Underwriter agrees, severally, and not jointly, to purchase
from the Issuer
Trustee at a purchase price of 100% of the principal amount of the
Class A-1
Notes (which amount may be made net of the commissions payable to
the
Underwriters or such commissions may be paid to the Underwriters as
a separate
payment, as the Representative and the St.George Parties shall
agree) the
respective principal amount of the Class A-1 Notes set forth
opposite the name
of such Underwriter in Schedule A hereto. In
9
addition, the Underwriters shall severally, and not jointly, be
responsible for
certain out-of-pocket expenses incurred by the St.George Parties in
connection
with the offering of the Class A-1 Notes, as shall be agreed to
separately by
the Underwriters and the St.George Parties (and such expenses may
include a
portion of the related attorneys fees incurred by the St.George
Parties).
Furthermore, if any Class A-1 Notes are offered and sold by an
Underwriter
pursuant to Section 10(j) hereof, compliance with Section 10(j)
shall, in all
cases, be at such Underwriter's sole expense.
The Issuer Trustee will deliver against payment of the purchase
price the
Class A-1 Notes in the form of one or more fully registered, global
book-entry
notes (the "GLOBAL NOTES") deposited with the Note Trustee as
custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede
& Co., as
nominee for DTC. Interests in any permanent Global Notes will be
held only in
book-entry form through DTC, except in the limited circumstances
described in
the Preliminary Prospectus and the Final Prospectus. Payment for
the Class A-1
Notes shall be made by the Underwriters in Federal (same day) funds
by official
bank check or checks or wire transfer to an account at a bank
acceptable to the
Representative drawn to the order of Credit Suisse (USA), Inc. (the
"CURRENCY
SWAP PROVIDER") at the office of Mayer, Brown, Rowe & Maw LLP,
1675 Broadway,
New York, New York 10019 not later than 10:00 A.M., New York City
time, on
September 21, 2006, or at such other time not later than seven full
business
days thereafter as the Representative and the Trust Manager
determine, such time
being herein referred to as the "CLOSING DATE," against delivery to
the Note
Trustee as custodian for DTC of the Global Notes representing all
of the Class
A-1 Notes. The Global Notes will be made available for checking at
the above
office at least 24 hours prior to the Closing Date.
4.
Offering by Underwriters. The Trust Manager and the Issuer Trustee
understand that the several Underwriters propose to offer the Class
A-1 Notes
for sale to the public as set forth in the Preliminary Prospectus
and the Final
Prospectus.
5.
Certain Agreements of the St.George Parties, the Issuer Trustee and
the
Underwriters.
I.
Each St.George Party, in respect of itself only, covenants and
agrees with
each of the several Underwriters as follows:
(a)
The Trust Manager shall file the Final Prospectus, properly
completed, with the Commission pursuant to and in accordance with
subparagraph (5) of Rule 424(b) of the Securities Act no later than
the
second business day following the date it is first used. The Trust
Manager
will advise the Representative promptly of any such filing pursuant
to
Rule 424(b).
(b)
The Trust Manager will advise the Representative promptly of any
proposal to amend or supplement the Registration Statement as
filed, the
Preliminary Prospectus or the Final Prospectus, and subject to
Section
5.I.(c) hereof, will not effect such amendment or supplementation
without
the Representative's consent (which will not be unreasonably
withheld);
and the Trust Manager will also advise the Representative promptly
of the
institution by the Commission of any stop order proceedings in
respect of
the Registration
10
Statement and will use its best efforts to prevent the issuance of
any
such stop order and to obtain as soon as possible its lifting, if
issued.
(c)
If, at any time when a prospectus relating to the Class A-1 Notes
is
required to be delivered under the Securities Act in connection
with sales
by any Underwriter or dealer, the Trust Manager becomes aware of
the
occurrence of any event as a result of which the Final Prospectus
as then
amended or supplemented would include an untrue statement of a
material
fact or omit to state any material fact necessary to make the
statements
therein, in the light of the circumstances under which they were
made, not
misleading, or if it is necessary at any time to amend the Final
Prospectus to comply with the Securities Act, the Trust Manager
will
promptly notify the Representative of such event and will promptly
prepare
and file with the Commission, at its own expense, an amendment or
supplement which will correct such statement or omission or an
amendment
which will effect such compliance. Neither the Representative's
consent
to, nor the Underwriters' delivery of, any such amendment or
supplement
shall constitute a waiver of any of the conditions set forth in
Section 6.
(d)
The Trust Manager will furnish to the Representative copies of the
Registration Statement and each amendment (which will include all
exhibits), the Preliminary Prospectus, and, so long as a prospectus
relating to the Class A-1 Notes is required to be delivered under
the
Securities Act in connection with sales by any Underwriter or
dealer, the
Final Prospectus and all amendments and supplements to such
documents, in
each case in such reasonable quantities as the Representative
requests;
provided, however, that if the Final Prospectus is not delivered
with the
confirmation in accordance with Rule 172 under the Securities Act,
the
Underwriters will provide the notice specified in Section 5.III.(b)
in
every confirmation and will deliver a paper copy of the Final
Prospectus
to those investors that request a paper copy thereof. The Final
Prospectus
and any amendments or supplements thereto, shall be so furnished on
or
prior to 3:00 P.M., New York time, on or prior to, the later to
occur of
the second business day following the execution and delivery of
this
Agreement or the date such Final Prospectus is first used, but in
no event
later than the day before the Closing Date. All other documents
shall be
so furnished as soon as available. The Trust Manager will pay the
expenses
of printing and distributing to the Underwriters all such
documents.
(e)
The Trust Manager will endeavor to qualify the Class A-1 Notes for
offer and sale and under the securities and Blue Sky laws of such
jurisdictions as the Representative designates and will continue
such
qualification in effect so long as is reasonably required for the
distribution; provided the Trust Manager shall not be required to
file a
general consent to service of process in any jurisdiction.
(f)
So long as the Class A-1 Notes are outstanding, the Trust Manager
will furnish to the Representative (i) copies of each certificate,
the
annual statements of compliance and the annual independent
certified
public accountant's audit report on the financial statements
furnished to
the Issuer Trustee or the Note Trustee pursuant to the Basic
Documents by
first class mail as soon as practicable after such statements and
reports
are furnished to the Issuer Trustee or the Note Trustee, (ii)
copies of
each amendment to any of the Basic Documents, (iii) on each
Determination
Date or as soon thereafter as practicable, the Bond
11
Factor as of the related Record Date shall be available to the
Representative on Bloomberg and Reuters, (iv) copies of all reports
or
other communications (financial or other) furnished to holders of
the
Class A-1 Notes, and copies of any reports and financial statements
furnished to or filed with any governmental or regulatory authority
or any
national securities exchange, and (v) from time to time such other
information concerning the Trust or the Trust Manager as the
Representative may reasonably request.
(g)
To the extent, if any, that the ratings provided with respect to
the
Class A-1 Notes by the Rating Agencies are conditional upon the
furnishing
of documents or the taking of any other action by the Trust
Manager, the
Trust Manager shall use its best efforts to furnish such documents
and
take any other such action.
(h)
The Trust Manager will assist the Representative in making
arrangements with DTC, Euroclear and Clearstream, Luxembourg
concerning
the issue of the Class A-1 Notes and related matters.
(i)
The Trust Manager will not take, or cause to be taken, any action
and will not knowingly permit any action to be taken which it knows
or has
reason to believe would result in the Class A-1 Notes not being
assigned
the ratings referred to in Section 6(m) below.
(j)
St.George will pay all expenses incident to the performance of the
St.George Parties' obligations under this Agreement, for any filing
fees
and other expenses (including fees and disbursements of
Underwriters'
counsel and issuers' counsel) incurred in connection with
qualification of
the Class A-1 Notes for sale under the laws of such jurisdictions
as the
Representative designates and the printing of memoranda relating
thereto,
for any fees charged by the independent accountants, for any fees
charged
by the rating agencies for the rating of the Class A-1 Notes, for
any
travel expenses of any of the St.George Parties' officers and
employees
and any other expenses of either St.George Party in connection with
attending or hosting meetings with prospective purchasers of the
Class A-1
Notes and for expenses incurred in distributing the Preliminary
Prospectus
and the Final Prospectus (including any amendments and supplements
thereto) to the Underwriters.
(k)
St.George Bank will indemnify and hold harmless the Underwriters
against any documentary, stamp or similar issue tax, including any
interest and penalties, on the creation, issue and sale of the
Class A-1
Notes and on the execution and delivery of this Agreement. All
payments to
be made by the Issuer Trustee and the St.George Parties hereunder
shall be
made without withholding or deduction for or on account of any
present or
future taxes, duties or governmental charges whatsoever unless the
Trust
Manager is compelled by law to deduct or withhold such taxes,
duties or
charges. In that event, the Trust Manager shall pay such additional
amounts as may be necessary in order that the net amounts received
after
such withholding or deduction shall equal the amounts that would
have been
received if no withholding or deduction had been made.
(l)
The St.George Party will not offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, or file with the
Commission a registration statement under the Securities Act
relating to
asset-backed securities, or publicly disclose the intention to make
12
any such offer, sale, pledge, disposition or filing, without the
prior
written consent of the Representative for a period beginning at the
date
of this Agreement and ending at the later of the Closing Date or
the
lifting of trading restrictions by the Representative.
(m)
The Trust Manager will file the information substantially similar
to
the information set forth on Schedule B (the "REVISED
INFORMATION"), not
later than the date of first use thereof, provided however, that
prior to
the filing of the Revised Information by the Trust Manager, the
Underwriters must comply with their obligations pursuant to Section
5.III.(c); provided, however, that the Trust Manager shall not be
obligated to file the Revised Information if such Revised
Information has
been determined to contain any material error or omission unless
the
Revised Information has been provided to a Potential Investor (as
defined
herein), in which case, the Trust Manager shall file the corrective
information provided by the Underwriter pursuant to Section
5.III.(d) not
later than the date of first use thereof.
(n)
So long as the Class A-1 Notes are outstanding, the Trust Manager
will not be or become (nor permit the Trust to be or become), an
open-end
investment company, unit investment trust or face-amount
certificate
company that is or is required to be registered under Section 8 of
the
Investment Company Act.
II.
The Issuer Trustee covenants and agrees with each of the several
Underwriters as follows:
(a)
The Issuer Trustee will use the net proceeds received by the Issuer
Trustee from the sale of the Class A-1 Notes pursuant to this
Agreement in
the manner specified in the Preliminary Prospectus and the Final
Prospectus under the caption "Use of Proceeds".
(b)
The Issuer Trustee will pay any stamp duty or other issue,
transaction, value added or similar tax, fee or duty (including
court
fees) in relation to the execution of, or any transaction carried
out
pursuant to, the Basic Documents or in connection with the issue
and
distribution of the Class A-1 Notes or the enforcement or delivery
of this
Agreement.
(c)
The Issuer Trustee will use all reasonable efforts to procure
satisfaction on or before the Closing Date of the conditions
referred to
in Section 6 below and, in particular (i) the Issuer Trustee shall
execute
those of the Basic Documents required to be executed by the Issuer
Trustee
not executed on the date hereof on or before the Closing Date, and
(ii)
the Issuer Trustee will assist the Representative to make
arrangements
with DTC, Euroclear and Clearstream, Luxembourg concerning the
issue of
the Class A-1 Notes and related matters.
(d)
The Issuer Trustee will procure or cause to be procured that the
charges created by or contained in the Security Trust Deed are
registered
within all applicable time limits in all appropriate registers.
(e)
The Issuer Trustee will perform all its obligations under, and
subject to, each of the Basic Documents to which it is a party
which are
required to be performed prior to or simultaneously with closing on
the
Closing Date.
13
(f)
The Issuer Trustee will not take, or cause to be taken, any action
and will not knowingly permit any action to be taken which it knows
or has
reason to believe would result in the Class A-1 Notes not being
assigned
the ratings referred to in Section 6(m) below.
(g)
The Issuer Trustee will not prior to or on the Closing Date amend
the terms of any Basic Document to which it is a party nor execute
any of
the Basic Documents to which it is a party other than in the agreed
form
without the consent of the Representative.
III.
Each of the several Underwriters, for itself only, represents,
warrants
and agrees with the St.George Parties and the Issuer Trustee as
follows:
(a)
Other than the Initial Preliminary Prospectus (as defined herein),
the Preliminary Prospectus, the Final Prospectus, the Revised
Information
and the information set forth on Schedule C (the "INITIAL
INFORMATION"),
such Underwriter has not conveyed and will not convey, without the
Trust
Manager's prior written approval, to any potential investor in the
Class
A-1 Notes (each a "POTENTIAL INVESTOR") any other written material
of any
kind relating to the Class A-1 Notes that would constitute a
"prospectus"
or a "free writing prospectus," each as defined in the Securities
Act
