Exhibit 4.1B


 




 





 


AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED


(A.B.N. 11 005 357 522),


 


As Issuer,


 


TO


 


 


BANK ONE, N.A.

(formerly known as The First National Bank of Chicago),


 


As Trustee,


 












 


Second Supplemental Indenture


 


 


Dated as
of [  ], 2004


 


To


 


Indenture


 


Dated as
of February 28, 1996




 












 


 





 

















 


SECOND SUPPLEMENTAL INDENTURE, dated as of [  ], 2004, between AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(A.B.N. 11 005 357 522), a corporation duly incorporated and existing under the
laws of the Commonwealth of Australia, as Issuer (herein called the “Company”),
having its principal office at 100 Queen Street, Melbourne, Victoria 3000,
Australia, and BANK ONE, N.A. (formerly
known as The First National Bank of Chicago), a national association
organized and existing under the laws of the United States of America, as
Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee have entered into an Indenture dated as of
February 28, 1996 (herein called the “Indenture”), as amended and
supplemented by the First Supplemental Indenture, dated as of May 29, 1998,
providing for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the “Securities”), to be
issued in one or more series as provided in the Indenture.


 


Section 901(5) of the Indenture provides that, without the consent of
the Holders, the Company and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental thereto, in form
satisfactory to the Trustee, to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to
any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B)
shall become effective only when there is no such Security Outstanding.


 

















 


As of the date of this Second Supplemental Indenture, the Company has
created a series of Securities, called “Senior Medium-Term Notes, Series A”,
pursuant to Section 301 of the Indenture pursuant to an Officers’ Certificate,
dated February 28, 1996, as amended pursuant to an Officers’ Certificate dated
May 29, 1998.  Pursuant to the foregoing
authority granted under Section 901(5) of the Indenture, the Company intends to
amend the Indenture by this Second Supplemental Indenture in certain respects
with respect to the Securities of all series of Securities not heretofore
Outstanding.


 


The entry into this Second Supplemental Indenture by the Company and
the Trustee is in all respects authorized by the provisions of the Indenture.


 


All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and
supplement to the Indenture have been done.


 


NOW, THEREFORE, THIS SECOND SUPPLEMENTAL
INDENTURE WITNESSETH, the Company and the Trustee each hereby agree as follows:


 


1.                                       The following definitions are to be added to Section 101:


 


“Australian Corporations Act” means the Corporations Act 2001 (Cth) of
Australia.


 


“Offshore Associate” has the meaning specified in Section 1007.


 


2.                                       All references to the term “Australian Corporations Law” are hereby
replaced throughout the Indenture with the term “Australian Corporations Act.”


 


3.                                       The following definitions in Section 101 of the Indenture are hereby
amended as follows:


 


“Place of Payment”, when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.


 


“Subsidiary” of any Person has the meaning ascribed to the term
“subsidiary” in relation to a body corporate by Section 9 of the Australian
Corporations Act.


 


4.                                       The third paragraph of Section 202 is amended as follows:


 


[...]


 


Payment of the principal of (and premium, if any) and [if applicable,
insert


 


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 — any such] interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in
           , in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert — ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.


 


[...]


 


5.                                       The first paragraph of Section 203 of the Indenture is hereby modified as
follows:


 


SECTION 203.                Form of Reverse
of Security.


 


This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), 
issued and to be issued in one or more series under an Indenture, dated
as of January 15, 1994 (herein called the “Indenture”, which term shall have
the meaning assigned to it in such instrument), between the Company and The
Bank of New York, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, the Other
Creditors and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert — ,
limited in aggregate principal amount to
$         ].  [if applicable, insert —; provided, however, that the
Company may from time to time or at any time, without the consent of the Holders
of the Securities, create and issue additional Securities with terms and
conditions identical to those of the Securities, which additional Securities
shall increase the aggregate principal amount of, and shall be consolidated and
form a single series with, the Securities].


 


[...]


 


6.                                       Paragraph (6) of Section 301 of the Indenture is hereby amended as
follows:


 


SECTION 301.                Amount
Unlimited; Issuable in Series.


 


[...]


 


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(6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable, any Securities of
the series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be
served


 


7.                                       Section 301 of the Indenture is amended by the removal of the word “and”
in numbered paragraph (18) and the insertion of the following paragraph after
numbered paragraph (18):


 


SECTION 301.                Amount
Unlimited; Issuable in Series.


 


[...]


 


(18.1)                   if the Company
may from time to time without the consent of the Holders create and issue
further securities having the same terms and conditions as the Securities in
all respects (or in all respects except for the issue date, the first payment
of interest thereon and/or issue price), so that such further issue shall be
consolidated and form a single series with the outstanding Securities of any
series or upon such terms as the Company may determine at the time of their
issue; and


 


[...]


 


8.                                       The first paragraph of Section 305 of the Indenture is hereby amended as
follows:


 


The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register  maintained
in such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities.  The Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.


 


9.                                       Numbered paragraph (6) of Section 501 of the Indenture is hereby amended
as follows:


 


SECTION 501.                Events of
Default


 


(6)                                  the making of
an order by a court in the State of Victoria,


 


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Commonwealth of Australia or a court with appellate jurisdiction from
such court which is not successfully appealed or permanently stayed within
60days of the entry of such order, or the valid adoption by the shareholders of
the Company of an effective resolution, in each case for the winding up for the
Company (other than under or in connection with a scheme of amalgamation or
reconstruction not involving bankruptcy or insolvency); or


 


[...]


 


10.                                 The first paragraph of Section 1003 of the Indenture is hereby amended as
follows:


 


SECTION 1003.         Money for
Securities Payments to be Held in Trust


 


If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure
so to act.


 


11.                                 No Applications to Securities of all Series Outstanding


 


The provisions of the Indenture effected through this Second
Supplemental Indenture shall not have retroactive effect and shall neither (i)
apply to any Security of any series Outstanding when such Second Supplemental
Indenture is executed nor (ii) modify the rights of any Holder of any such
Security with respect to such provision.


 


12.                                 Section 1007 is deleted in its entirety and replaced by the following:


 


SECTION 1007.         Additional
Amounts


 


All payments of, or in respect of, principal of, and any premium and
interest on, the Securities shall be made without withholding or deduction for,
or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
Australia or any political subdivision or taxing authority thereof or therein,
unless such taxes, duties, assessments or governmental charges are required by
Australia or any political subdivision or taxing authority thereof or therein
to be withheld or deducted.  In that
event, the Company


 


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will pay such additional amounts of, or in respect of, the principal
of, and any premium and interest on, the Securities (“Additional Amounts”) as
will result (after deduction of such taxes, duties, assessments or governmental
charges and any additional taxes, duties, assessments or governmental charges
payable in respect of such) in the payment to the Holder of each Security of
the amounts which would have been payable in respect of such Security had no
such withholding or deduction been required, except that no Additional Amounts
shall be so payable for or on account of:


 


(1)                              any
withholding, deduction, tax, duty, assessment or other governmental charge
which would not have been imposed but for the fact that such Holder:  (A) was a resident, domiciliary or national
of, or engaged in business or maintained a permanent establishment or was
physically present in, Australia or otherwise had some connection with
Australia other than the mere ownership of, or receipt of payment under, such
Security; or (B) presented such Security more than thirty (30) days after the
date on which the payment in respect of such Security first became due and
payable or provided for, whichever is later, except to the extent that the
Holder would have been entitled to such Additional Amounts if it had presented
such Security for payment on any day within such period of thirty (30) days;


 


(2)                              any estate,
inheritance, gift, sale, transfer, personal property or similar tax, assessment
or other governmental charge or any withholding or deduction on account of such
taxes;


 


(3)                              any tax,
assessment or other governmental charge which is payable otherwise than by
withholding or deduction from payments of (or in respect of) principal of, or
any premium or interest on, the Securities;


 


(4)                              any
withholding, deduction, tax, assessment or other governmental charge that is
imposed or withheld by reason of the failure by the Holder of such Security or,
in the case of a Global Security, the beneficial owner of such Security to
comply with a request of the Company addressed to such Holder or beneficial
owner, as the case may be, (A) to provide information concerning the
nationality, residence or identity of such Holder or such beneficial owner, as
the case may be, (B) to make any declaration or other similar claim or satisfy
any information or reporting requirement or (C) to provide an Australian tax
file number, Australian Business Number or proof of an appropriate exemption,
which, in the case of (A), (B)


 


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or (C) is required or
imposed by a statute, treaty, regulation or administrative practice of
Australia or any political subdivision or taxing authority thereof or therein
as a precondition to exemption from all or part of such withholding, deduction,
tax, assessment or other governmental charge;


 


(5)                              any combination
of items (1), (2), (3) and (4);


 


nor shall Additional Amounts be paid with respect to any payment of, or
in respect of, the principal of, or any premium or interest on, any such
Security to any such Holder who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would, under
the laws of Australia or any political subdivision or taxing authority thereof
or therein, be treated as being derived or received for tax purposes by a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the Holder of the Security.


 


The Company will not be liable to pay
Additional Amounts to any Holder for any deduction or withholding on account of
any duties or taxes where those duties or taxes are imposed or levied by or on
behalf of the Commonwealth of Australia by virtue of the Holder being an
“Offshore Associate” (to whom the payment is made other than in the capacity of
a clearing house, paying agent, custodian, funds manager or responsible entity
of a registered scheme within the meaning of the Australian Corporations Act
2001) or as a result of the Holder being a party to or participant in a scheme
to avoid such duties or taxes. 
“Offshore Associate” means an “associate” (which is defined in s128F(9)
of the Income Tax Assessment Act 1936 of Australia) of the Company that is
either a non-resident of the Commonwealth of Australia which does not acquire
or receive payments in respect of the Security in carrying on a business at or
through a permanent establishment in Australia or, alternatively, a resident of
Australia that acquires or receives payment in respect of the Security in
carrying on business at or through a permanent establishment outside of
Australia.


 


Whenever in this Indenture there is
mentioned, in any context, any payment of, or in respect of, the principal of,
or any premium or interest on, any Security of any series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for
in this Section to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section, and any express mention of the payment of Additional Amounts


 


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 in any provisions hereof shall
not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.


 


13.                                 Governing Law.


 


This Second Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York; provided, however, that (a) the
authorization and execution of this Second Supplemental Indenture by and on behalf
of the Company, and (b) the occurrence of an Event of Default under Section
501(6) of the Indenture, as amended hereby, shall be governed by, and construed
in accordance with, the laws of the State of Victoria, Commonwealth of
Australia.


 


14.                                 Recitals.


 


The Trustee has no responsibility for the correctness of the statements
of facts contained herein under “Recitals of the Company”.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed all as of the day and year first above written.


 


 


	
   

  	
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE, N.A. (formerly
  known as The First National Bank of Chicago), as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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