Exhibit 4.2B


 




 





AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED


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


 


As Issuer,


 


TO


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


(as successor trustee to The
Bank of New York)


 


As Trustee,


 










 


Second Supplemental Indenture


 


Dated as of [            
] —, [     ]


 


To


 


Indenture


 


Dated as of January 15, 1994


 












 





 





















 


SECOND SUPPLEMENTAL INDENTURE, dated as of [          ]
[  ], [     ], 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 DEUTSCHE BANK TRUST COMPANY AMERICAS
(as successor trustee to The Bank of New York), a banking corporation duly
organized and existing under the laws of the State of New York, United States
of America as Trustee (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The Company and The Bank of New York entered into an Indenture dated as
of January 15, 1994 (herein called the “Indenture”), as amended and
supplemented by the First Supplemental Indenture, dated as of May 29, 1998, between
the Company and The Bank of New York, providing for the issuance from time to time
of its unsecured subordinated debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more
series as provided in the Indenture.


 


The Company, The Bank of New York and the Trustee entered into an instrument
of resignation, appointment and acceptance, dated as of February 16, 2005,
whereby The Bank of New York resigned, and the Trustee succeeded The Bank of
New York, as the trustee under the Indenture.


 


Section 901(5) of the Indenture provides that, without the consent of
the Holders of Securities or coupons, the Company, when authorized by a Board
Resolution, 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 “Subordinated Medium Term Notes, Series
A” pursuant to Section 301 of the Indenture pursuant to an Officers’
Certificate, dated January 15, 1994, 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.


 


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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 hereby 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
second and third paragraphs following the legend set forth in the form of Security
set forth in Section 202 are hereby amended as follows:


 


SECTION 202.                Form of Face of
Security.


 


[   ]


 


Upon the occurrence of an Event of Default,
subject to the subordination provisions hereinafter referred to, there shall
become due and payable with respect to this Security, and the Company shall pay
to the Person in whose name this Security is registered on the date fixed for
payment, the principal amount hereof and all accrued and unpaid interest hereon
to such date for payment. An “Event of Default” is defined solely as the making
of an order by a court of the State of Victoria, Commonwealth of Australia or a
court with appellate jurisdiction from such court which is not successfully
appealed or permanently stayed within 60 days of the entry of


 


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such order, or the valid adoption by the
shareholders of the Company of an effective resolution, in either case for the
winding-up of the Company (other than under or in connection with a scheme of
amalgamation or reconstruction not involving a bankruptcy or insolvency) [if applicable, insert additional Events of Default
provided pursuant to Section 501(ii) of the Indenture].


 


Payment of the principal of (and premium, if
any) and [if applicable, insert — 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, eighth and tenth paragraphs of Section 203 of the Indenture are hereby
amended 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”), as amended and supplemented by the First Supplemental Indenture,
dated as of May 29, 1998, and the Second Supplemental Indenture, dated as of            ,
between the Company and Deutsche Bank Trust Company Americas (as successor
trustee to 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].


 


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[   ]


 


[If
applicable, insert – Under the existing requirements of the
Australian Prudential Regulatory Authority (“APRA”), no redemption, purchase or
repurchase of any Securities prior to their Stated Maturity may be made by the
Company or any of its Subsidiaries without the prior consent of APRA, unless
otherwise specified or determined by APRA.]


 


[   ]


 


If the Company fails to pay (i) any interest
on the relevant Payment Date, and such failure is continued for 30 days, or
(ii) the principal amount of, and any premium, on the Securities when due, then
in each of such cases such failure shall constitute a “Default”.  If any Default shall occur and be continuing,
the Trustee may pursue actions for specific performance,  commence a judicial proceeding for the
collection or recovery of the sums so due and unpaid or for the enforcement of
any such payment due or institute a proceeding in the State of Victoria,
Commonwealth of Australia (but not elsewhere) for the winding-up of the
Company; provided, however, that the Trustee may not declare the principal
amount of the Securities to be due and payable.


 


[   ]


 


6.             Subparagraph
(6) of the second paragraph of Section 301 of the Indenture is hereby amended
as follows:


 


SECTION 301.                Amount Unlimited;
Issuable in Series.


 


[   ]


 


(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.             The
second paragraph of Section 301 of the Indenture is hereby further 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.


 


[   ]


 


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(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.             Section
501 of the Indenture is hereby amended as follows:


 


SECTION 501.                Event of Default


 


“Event of Default”, wherever used herein with
respect to Securities of any series, means (i) the making of an order by a
court of the State of Victoria, Commonwealth of Australia or a court with
appellate jurisdiction from such court which is not successfully appealed or
permanently stayed within 60 days 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 of the Company (other than under or in connection with
a scheme of amalgamation or reconstruction not involving bankruptcy or
insolvency) or (ii) any other Event of Default specified with respect to
Securities of such series as contemplated by Section 301.


 


10.           The first paragraph of Section 502 of the Indenture is
hereby amended as follows:


 


If an Event of Default (other than an Event
of Default specified in clause (i) of Section 501) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee


 


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or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable.  The provisions of Section 1301(b) shall apply
to an Event of Default specified in clause (i) of Section 501.


 


11.           Section 503 of the Indenture is hereby amended as follows:


 


SECTION 503.                Collection of
Indebtedness and Suits for Enforcement by Trustee.


 


“Default”, wherever used herein with respect
to Securities of any series, means any one of the following events (whatever
the reason for such Default and whether it shall be voluntary or involuntary or
be effected by operation of law pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(1)                                  default is made in
the payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or


 


(2)                                  default is made in
the payment of the principal of (or premium, if any, on) any Security at the
Maturity thereof.


 


If a Default shall occur and be continuing,
the Trustee may pursue actions for specific performance, commence a judicial
proceeding for the collection or recovery of the sums so due and unpaid or for
the enforcement of any such payments due or institute a proceeding for the
winding-up in the State of Victoria, Commonwealth of Australia (but not
elsewhere) of the Company; provided, however, that the Trustee may not, upon
the occurrence of a Default, declare the principal amount of any of the
Outstanding Securities to be due and payable. 
Holders of Securities by their acceptance thereof will be deemed to have
waived any right of set-off or counterclaim that they might otherwise have
against the Company in any such winding-up.


 


No recourse for the payment of the principal
of, or any premium or interest on, any Security, or for any claim based thereon
or otherwise in respect thereof and no recourse under or upon any obligation,
covenant or


 


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agreement of the Company in this Indenture,
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, shareholder, officer or
director, past, present or future, of the Company or of any successor
corporation of the Company, either directly or through the Company or any
successor corporation of the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that to the extent lawful all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.


 


12.           Numbered paragraph (2) of Section 801 is hereby renumbered
as paragraph (3) and the following new paragraph (2) is hereby added as an
amendment to Section 801 as follows:


 


(2)           immediately
after giving effect to such consolidation, merger, amalgamation, transfer or
lease and treating any indebtedness which becomes an obligation of the Company
or any Subsidiary as a result of such consolidation, merger, amalgamation,
transfer or lease as having been incurred by the Company or such Subsidiary at
the time of such consolidation, merger, amalgamation, transfer or lease, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and


 


13.           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.


 


14.           Section 1007 of the Indenture is deleted in its entirety
and replaced by the following:


 


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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 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


 


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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) 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,


 


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


 


15.           Section 1108 of the Indenture is hereby amended as
follows:


 


SECTION 1108.Optional
Redemption Due to Changes in Tax Treatment.


 


Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, if at any
time as the result of any change in or amendment to the laws or regulations of
Australia or any political subdivision or taxing authority thereof or therein
affecting taxation, or a change in any application or interpretation of such
laws or regulations (including the decision of any court or tribunal) either
generally or in relation to any particular Securities, which change, amendment,
application or interpretation becomes effective on or after the original issue
date of such Securities, in making any payment of, or in respect of , the
principal amount of, or any premium or interest on, the Securities of any
series, the Company would be required to pay any Additional Amounts with
respect thereto, and the obligation to pay Additional Amounts cannot be avoided
by the use of reasonable measures available to the Company, then the Securities
of such series will be redeemable as a whole (but not in part) at the option of
the Company upon not less than 30 nor more than 90 days’ notice given as
provided in Section 1104 at their principal amount together with any accrued
but unpaid interest to the Redemption Date (except that any such Securities
that are Original Discount Securities may be redeemed at the Redemption Price
specified in the terms thereof).  Prior
to any redemption of Securities pursuant to this Section, the Company shall
provide the Trustee with an Opinion of Counsel (which may be by counsel to the
Company) that the conditions precedent to the right of the Company to redeem
such Securities pursuant to this Section have occurred.


 


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16.           The first paragraph of Section 1301(a) and Section 1301(b)
of the Indenture are hereby amended as follows:


 


SECTION 1301.         Securities Subordinated
to Claims of Other Creditors.


 


(a)           The
rights of the Holders of Securities are, in the event of a winding-up of the
Company, subordinated to the claims of Other Creditors and accordingly the
obligation of the Company to make, and the entitlement of the Holders of
Securities to receive and retain, any payment of the principal of, or any
premium or interest on, the Securities of any series (including any Additional
Amounts) is expressly conditioned, from and after the commencement of a
winding-up of the Company, on the satisfaction in full of the claims of the
Other Creditors, and in such event no payment in respect of the principal of,
or any premium or interest on, any Securities of any series which under any
provision of such Securities or this Indenture would otherwise fall due and
payable shall be so due and payable while the claims of the Other Creditors
remain unsatisfied in whole or in part.


 


[   ]


 


(b)           If
an Event of Default specified in clause (i) of Section 501 occurs and is
continuing, then the principal amount of, and all accrued and unpaid interest
on, the Securities shall automatically and without any further action of any
Person become due and payable, subject to the provisions of paragraph (a)
above.


 


17.           No
Application 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 and entitled to the benefit of such provisions nor (ii)
modify the rights of any Holder of any such Security with respect to such
provision.


 


18.           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, (b) the occurrence of an Event of Default under Clause
(i) of Section 501 of the Indenture, as amended hereby and (c) Article Thirteen
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.


 


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19.           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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (as successor
  trustee to The Bank of New York)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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