Exhibit 4.1.4


 


[LLOYDS TSB LETTERHEAD]


 


28 November 2003


 


The Directors

NBNZ International Limited

C/- London Branch

Faryners House

25 Monument Street

(PO Box 545)

London EC3R 8BQ

United Kingdom


 


 


Dear Sirs


 


USD EQUIVALENT OF
£2,000,000,000 REVOLVING LOAN FACILITY


 


We Lloyds TSB Bank plc (the “Bank”) are pleased to offer to NBNZ
International Limited, (London Branch) (“NBNZI”) (a wholly-owned subsidiary of NBNZ)
a loan facility of up to the USD Equivalent Amount of £2,000,000,000 (two
thousand million pounds sterling) (the “Facility”) upon and subject to the terms
and conditions of this letter.


 


1                                          Definitions


 


“Acceptance
Date” means the date of the signed acceptance of this letter by the Borrower.


 


“Amalgamation”
means the amalgamation, pursuant to the Companies Act 1993 of New Zealand, of
NBNZ and ANZ Banking Group New Zealand Limited (“ANZ NZ”) (and which
amalgamation may include other companies) following completion of the purchase
of NBNZ Holdings by ANZ NZ under the Share Sale Agreement.


 


“Borrower” means
NBNZI and, if NBNZI is included within the Amalgamation, subsequent to the
effectiveness of the Amalgamation, the amalgamated company (as defined in the
Companies Act 1993 of New Zealand).


 


“Business Day”
means a day other than a Saturday or a Sunday on which banks and foreign
exchange markets are open for general business in London and (a) in relation to
a transaction involving the payment of USD, New York; (b) in relation to a
transaction involving the payment of an Optional Currency (other than Sterling
or the Euro) a day on which banks and foreign exchange markets are open for
general business in the principal financial centre (as determined by the Bank)
of that


 


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Optional
Currency, as the case may be, and (b) in the case of a transaction involving
the Euro, a day on which the Trans-European Automated Real-time Gross
Settlement Express System (“TARGET”) is operating.


 


“Commencement
Date” means the Closing Date as defined in the Share Sale Agreement.


 


“Commitment
Reduction Date” means each of the dates falling 6, 12 and 18 months after
the Commencement Date.


 


“Commitment
Termination Date” means the date which is 7 days prior to the Expiry Date.


 


“Equivalent
Amount” means the USD equivalent of the relevant amount of an Optional
Currency, as reasonably determined by the Bank on the basis of its spot buying
rate for such Optional Currency against USD at or about 10.00 am,
2 Business Days prior to the day such calculation falls to be made.


 


“Event of
Default” means an event described in Clause 9.1 hereof or any circumstance
which with the giving of notice and/or the passing of time could become such an
event.


 


“Existing
Deposits” means each deposit made available to the Borrower through the Bank’s
Financial Markets Division (formerly Treasury Division) for general funding
purposes, which is outstanding at the Commencement Date, the details of which
(i.e. deposit date, the amount and currency, interest rate and maturity date of
each Deposit) will be set out in a statement (the “Existing Deposit Statement”)
from the Bank to the Borrower on the Completion Date.


 


“Expiry Date”
means the date which is 2 years after the Commencement Date, or if earlier
31st December 2005.


 


“Euro” means
the lawful currency for the time being of the European Economic and Monetary
Union.


 


“Facility
Limit” means the USD Equivalent Amount of £2,000,000,000 determined as at the
Commencement Date, which USD amount shall, subject to any cancellation or other
reduction thereof within the terms of this letter, remain constant throughout
the term of this Facility.


 


“Financial
Statement” means at any particular time the then latest audited consolidated
financial statements of NBNZ and its subsidiaries comprising:


 


(i)                                     Consolidated
statement of financial performance for the relevant period;


 


(ii)                                  Consolidated
statement of financial position as at the relevant balance date;


 


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(iii)                               Consolidated statement
of movements in equity for the relevant period; and


 


(iv)                              Consolidated statement of
cash flows for the relevant period,


 


and includes
the notes to those financial statements.


 


“Guarantee” means the guarantee given or to be given by NBNZ in favour
of the Bank in respect of the obligations of the Borrower under this Facility
in a form acceptable to the Bank.


 


“Interest Period” means the period for which a drawing hereunder is
made, being a period of not less than 7 days and not more than
90 days unless otherwise agreed by the Bank and the Borrower, as specified
by the Borrower pursuant to the terms of this letter.


 


“Material Adverse Effect” means a material adverse effect on the
ability of the Borrower to perform its obligations under this letter.


 


“NBNZ” means The National Bank of New Zealand Limited and, subsequent
to the effectiveness of the Amalgamation, the amalgamated company (as defined
in the Companies Act 1993 of New Zealand).


 


“NBNZ Holdings” means NBNZ Holdings Limited, the holding company of
NBNZ as at the date of this letter.


 


“Offered Rate” means:


 


(a)                                  for drawings in an
Optional Currency and for drawings in USD where the Rate Fixing Date is
2 Business Days prior to the date of drawing:


 


(i)            the rate per annum which is the offered
rate rounded up to the nearest four decimal places calculated and published by
the information vendor for the time being designated by the British Bankers’
Association (presently appearing on the relevant page of the Reuters Screen
Service); or


 


(ii)           if no such rate is published or available
for the applicable currency or Interest Period on such screen service, the rate
offered to the Bank by prime banks in the London Interbank market, as
reasonably determined by the Bank; and


 


(b)           for all other drawings in USD, the rate
offered to the Bank by prime banks in the London Interbank market, as
reasonably determined by the Bank,


 


in any such case, at or about 11.00 a.m. (or such later time as may be
agreed between the Bank and the Borrower in respect of a particular drawing and
Interest Period) on the relevant Rate Fixing Date for deposits in the amount
and currency of the drawing for the term of the relevant Interest Period.


 


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“Optional Currency” means Sterling, Euro, New Zealand dollars,
Australian dollars and any other major currency, other than USD, as agreed
between the Bank and the Borrower.


 


“Rate Fixing Date” means:


 


(a)                                  in respect of a
drawing hereunder in an Optional Currency (other than Sterling), the date
falling 2 Business Days prior to the date of drawing (or such later date
as the Bank and the Borrower may agree with respect to any particular drawing);


 


(b)                                 in respect of any
drawing in Sterling, the date on which such drawing is required; and


 


(c)                                  in respect of any
drawing in USD, the date falling 2 Business Days prior to the date of
drawing or if requested by the Borrower, the date falling 1 Business Day
prior to, or the same date as, the date of such drawing.


 


“Share Sale Agreement” means the Share Sale Agreement dated
24 October 2003 between the Bank, Lloyds Bank Subsidiaries Limited,
Australia and New Zealand Banking Group Limited and ANZ NZ for the sale of all
of the shares in NBNZ Holdings by Lloyds Bank Subsidiaries Limited to ANZ NZ.


 


“Sterling” and “£” means the lawful currency for the time being of the United
Kingdom.


 


“Total Outstandings” means at any particular time the aggregate of the
principal amount of all USD drawings and the then Equivalent Amount of the
principal amount of all Optional Currency drawings outstanding at such time.


 


“USD” means the lawful currency for the time being of the United States
of America.


 


Words denoting the singular number only shall include the plural and
vice-versa.


 


2                                          Amount and Availability


 


2.1                                 Subject to the terms
hereof the Facility shall remain available until, and the Borrower may make
drawings from time to time hereunder in USD and Optional Currencies on any
Business Day prior to, the Commitment Termination Date provided that:


 


(a)                                  except in the case of
drawings on the Commencement Date for the purposes of clause 3.4(b) of the
Share Sale Agreement, at the time of drawing the currency of the drawing is, in
the Bank’s reasonable opinion, readily available to the Bank in the amount of
the drawing and that the Bank is able to determine the applicable rate of interest
pursuant to the terms of this letter;


 


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(b)                                 the Bank shall have
received a notice of drawing from the Borrower by 10.00 a.m.
2 Business Days before the Rate Fixing Date therefor, or any other
time/date agreed by the Bank and the Borrower;


 


(c)                                  the amount or
Equivalent Amount of each drawing shall be at least USD10,000,000;


 


(d)                                 except for drawings on
the Commencement Date for the purposes of clause 3.4(b) of the Share Sale
Agreement, no more than USD400,000,000 or the Equivalent Amount thereof shall
be drawn on any one day;


 


(e)                                  no drawing may be
effected on any particular day if the amount thereof would otherwise cause the
Total Outstandings on that day or at any time during the term of the drawing to
exceed the Facility Limit; and


 


(f)                                    no drawing may have
an Interest Period that commences prior to the Commencement Date or continues
after the Expiry Date.


 


2.2                                 With effect from the
Commencement Date and without further formality, each Existing Deposit outstanding
as at such date shall be deemed to be a drawing under this Facility and the
amount, currency, interest rate and maturity date applicable to such Existing
Deposit (as set out in the Existing Deposit Statement) shall apply to the
corresponding drawing upon transfer to this Facility.


 


2.3                                 If at any time the
Bank shall reasonably determine that the Total Outstandings exceed the Facility
Limit by more than 5% then the Borrower shall repay to the Bank on demand in
one or more of the currencies in which drawings are outstanding at such time an
amount equal or equivalent to the amount by which the Facility Limit is
exceeded.


 


2.4                                 Each notice of drawing
to be given pursuant to Clause 2.1 hereof shall be irrevocable and specify
the currency and the amount of the drawing, the account to which the proceeds
of the drawing are to be paid and the term of the Interest Period required.


 


2.5                                 The proceeds of each
drawing on the Commencement Date shall be applied by the Borrower in accordance
with clause 3.4(b) of the Share Sale Agreement.  The proceeds of each subsequent drawing shall be utilised by the
Borrower to provide liquidity back up to NBNZ’s existing US$5 billion US
commercial paper programme and US$5 billion Euro commercial paper programme (or
any amended or substitute programmes), in relation to the Amalgamation or for
working capital purposes.


 


2.6                                 Each drawing shall
bear interest at the Offered Rate.  The
Borrower shall pay interest on each drawing in arrears in the currency of the
drawing on the last day of its Interest Period.


 


2.7                                 Each drawing shall be
repaid in the currency in which it is outstanding on the last day of its
Interest Period.


 


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2.8                                 All moneys outstanding
hereunder on the Commitment Termination Date shall be repaid by the Borrower in
the currency in which they are outstanding on or before the Expiry Date.


 


2.9                                 The Borrower’s
obligations to the Bank under this letter shall at all times be secured by the
Guarantee of NBNZ.


 


3                                          Cancellation, Reduction and Early Repayment


 


3.1                                (a)            At any time after the
date falling 6 months after the Commencement Date, the Borrower may by not
less than 5 Business Days’ prior written notice cancel the whole or any
part of the Facility Limit which will be unutilised at the expiration of the
said notice in an amount of USD10,000,000 or any multiple thereof.  Such notice shall be irrevocable and specify
the date of cancellation and the amount by which the Facility Limit is to be
reduced


 


(b)                                 Any amount of the
Facility undrawn on the Commitment Termination Date shall be cancelled
forthwith.


 


(c)                                  In addition to the
above, the Facility Limit shall be reduced by the USD Equivalent Amount of
£500,000,000 (five hundred million pounds sterling) on each Commitment
Reduction Date.


 


(d)                                 No part of the
Facility Limit which has been cancelled may be re-instated.


 


3.2                                (a)            The Borrower may by
not less than 5 Business Days’ prior written notice prepay, together with
accrued interest (and any amount payable pursuant to Clause 10), the whole
or any part of the Total Outstandings in minimum amounts of or equivalent to
USD10,000,000 or any multiple thereof on any Business Day.  Such notice shall be irrevocable and specify
the date and amount of any such prepayment


 


(b)                                 Any amount prepaid may
be redrawn pursuant to the terms and conditions of this letter.


 


4                                          Commissions and Fees


 


4.1                                 The Borrower shall
from the Acceptance Date until the Commitment Termination Date (or such other
date on which the Facility is cancelled in full) pay to the Bank commitment
interest at the rate of 0.03% per annum on the amount by which the Facility
Limit exceeds the Total Outstandings from day to day.


 


4.2                                 Commitment interest
shall be calculated quarterly in arrears and on the last day of availability of
the Facility (each such date being a “Calculation Date”) and shall be paid within
14 days of the date of the Bank’s claim therefor.


 


For the purposes of this clause only the Equivalent Amount of any
Optional Currency drawing forming part of the Total Outstandings shall be
determined on each Rate


 


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Fixing Date and on each Calculation Date and shall remain constant
until the next date on which such a determination falls to be made.


 


4.3                                 The Borrower shall pay
to the Bank within 3 Business Days of the Commencement Date a facility fee
equivalent to 0.06% flat of the Facility Limit.


 


5                                          Additional Costs


 


5.1                                 If the application of,
or introduction of, or any change in any applicable law, regulation,
requirement, directive or request or any change in the interpretation thereof
by any governmental, fiscal, monetary or other authority charged with the
administration thereof or by any self-regulating organisation or court of
competent jurisdiction (in any case whether or not having the force of law)
shall subject the Bank or any holding company of the Bank to any tax, duty or
other charge with respect hereto or change the basis of taxation on any amounts
payable to the Bank hereunder (except in respect of tax on the overall net
income of the Bank or any such holding company) or impose, modify or deem
applicable requirements in respect of any liquid asset, special or other
deposit or prudential or cash ratio or other requirements against, or the
allocation by the Bank or any holding company of the Bank of capital in support
of, any assets or liabilities or contingent liabilities of, deposits with or
for the account of, or advances or commitments made by the Bank, and this shall
increase the cost (to the Bank or any such holding company) of the Bank
maintaining the Facility or shall reduce the amount of principal or interest
receivable by the Bank or shall otherwise reduce the return to the Bank
hereunder by an amount which the Bank deems material, the Borrower shall pay to
the Bank upon demand such additional amounts as are necessary to compensate for
such increased cost or reduction.


 


5.2                                 All legal and other
costs and expenses including any stamp and other duties and registration fees
on a full indemnity basis and goods and services or value added tax thereon
incurred by the Bank in the preparation of this letter and of any amendment,
waiver or consent letter at any time entered into and in connection with the
enforcement, administration and preservation of its rights under the Facility shall
be payable by the Borrower on demand.


 


6                                          Conditions Precedent


 


6.1                                 The obligations of the
Bank shall not come into effect unless and until the Bank has received in form
and substance satisfactory to it:


 


(a)                                  a copy of this letter
duly signed on behalf of the Borrower; and


 


(b)                                 NBNZ provides to the
Bank the Guarantee.


 


(c)                                  Confirmation from the
Borrower that it is willing to act as agent for service of process on behalf of
NBNZ in respect of the Guarantee.


 


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7                                          Representations and Warranties


 


7.1                                 The Borrower hereby
represents and warrants to the Bank that:


 


(a)                                  it is a corporate
body validly existing under the laws of New Zealand possessing the capacity to
sue or be sued in its own name;


 


(b)                                 all action necessary
to authorise its execution of this letter and its performance of its
obligations hereunder has been duly taken and neither such execution nor such
performance will cause any limit or restriction on its borrowing or other
powers, or on the right or ability of its directors (or any of them) to
exercise such powers, to be exceeded or breached or will constitute or result
in any breach of any agreement, law, requirement or regulation;


 


(c)                                  its obligations
hereunder are valid and binding and are enforceable in accordance with their
terms;


 


(d)                                 no litigation,
administrative or judicial proceedings are presently pending or threatened
against it which would have a Material Adverse Effect;


 


(e)                                  no Event of Default
has occurred and is continuing; and


 


(f)                                    all drawings from
time to time outstanding hereunder will rank at least pari passu with all other
present or future unsecured indebtedness of the Borrower, except indebtedness
mandatorily preferred by law.


 


7.2                                 The Borrower shall be
deemed to repeat the representations and warranties set out in Clause 7.1
hereof on each day on which any amount remains owing to the Bank hereunder or
for as long as the Bank is under any obligation to make the Facility available
in each case as if made at each such time with reference to the facts and
circumstances then existing.


 


8                                          Undertakings of the Borrower


 


From the Acceptance Date and for as long as the Bank is under any
obligation to make the Facility available or for as long as any moneys or
liabilities are owing or incurred to the Bank hereunder the Borrower:


 


8.1                                 shall procure the
supply to Lloyds TSB Financial Institutions and International Trade Finance of:


 


(a)                                  as soon as
practicable (and in any event within 150 days after the close of each of
its financial years), copies of the Financial Statements of NBNZ for that
financial year;


 


(b)                                 as soon as practicable
(and in any event within 75 days of the end of each of its financial
half-years), the unaudited consolidated financial statements of NBNZ for that
half-year certified by a director of NBNZ; and


 


8

















 


(c)                                  promptly on request,
such other information regarding the financial condition or the business of
NBNZ or the Borrower as the Bank may reasonably require; and


 


8.2                                 shall immediately upon
becoming aware of the same give the Bank written notice of the occurrence of
any Event of Default; and


 


8.3                                 shall ensure that it
has the right and is duly qualified to conduct its business as it is now
conducted and will maintain all franchises, licences and rights necessary to
conduct such business and comply with its obligations under this letter; and


 


8.4                                 shall procure that no
substantial change is made to the general nature of its business from that
carried on at the date of this letter and that no material breach of any
legislation relating thereto shall occur.


 


9                                          Events of Default


 


9.1                                 In
the event that:


 


(a)                                  the Borrower fails to
pay any sum due hereunder on its due date or, if delayed as the result of
technical or administrative reasons beyond the control of the Borrower, within
5 Business Days of the due date;


 


(b)                                 the Borrower, or NBNZ
defaults in the due performance or observance of any obligation accepted or
undertaking given by it to the Bank hereunder or under the Guarantee as the
case may be, or any representation, warranty or statement made or deemed made
by the Borrower herein or pursuant hereto or by NBNZ under or pursuant to the
Guarantee proves to be incorrect or misleading in any material respect and, in
any such case of any of the foregoing which in the Bank’s reasonable opinion is
capable of remedy, such is not remedied to the reasonable satisfaction of the
Bank within 30 days of service of notice by the Bank requiring the same to be
remedied or within 30 days of the Borrower, or NBNZ, as the case may be,
becoming aware of the same, whichever shall first occur;


 


(c)                                  any other
indebtedness of the Borrower or NBNZ becomes due or capable of being declared
due prior to the stated due date for payment thereof or the Borrower or NBNZ
defaults in the payment when due, or within any originally applicable period of
grace provided with respect thereto, of any indebtedness or defaults in paying
on the due date any sum payable by it under any guarantee, indemnity or similar
undertaking given by it or steps are taken to enforce any security for any
liability of the Borrower or NBNZ present or future PROVIDED THAT no Event of
Default will occur under this sub-clause 9.1(c) if the aggregate amount of
indebtedness and payments due from the Borrower or NBNZ, as the case may be, is
less than USD40,000,000 (or its equivalent in any other currency or currencies)


 


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(d)                                 an encumbrancer takes
possession or a receiver, statutory manager, custodian, trustee, liquidator,
administrator or similar official is appointed of any of the assets or
undertaking of the Borrower or NBNZ or any recommendation is made that the
Borrower or NBNZ or any person of which the Borrower or NBNZ is a subsidiary be
declared subject to statutory management, or the Borrower or NBNZ or any person
of which the Borrower or NBNZ is a subsidiary is declared “at risk” pursuant to
the Corporations (Investigation and Management) Act 1989 of New Zealand or the
Reserve Bank of New Zealand Act 1989 or any judgment made against the Borrower
or NBNZ is not complied with or an execution, distress or other process is
levied or enforced upon or sued out against all or a material part of the
assets of the Borrower or of NBNZ;


 


(e)                                  proceedings are
commenced or a petition is presented (and is not dismissed within 21 days) or
an order is made or an effective resolution is passed or any other bona fide
action is taken for the liquidation, winding up or other dissolution of the
Borrower or NBNZ (other than the Amalgamation or for the purpose of a solvent
reorganisation as previously approved by the Bank) or the Borrower or NBNZ is
or becomes bankrupt or insolvent or stops or threatens to stop payment of its
debts generally or is deemed unable to pay such debts or the directors of the
Borrower or NBNZ convene a meeting of creditors or shareholders with a view to
winding up or an application is made in connection with a moratorium or a
proposal to creditors for a voluntary arrangement is made by the Borrower or
NBNZ, or the Borrower or NBNZ takes any action (including entering
negotiations) with a view to readjustment, rescheduling, forgiveness or
deferral of any part of the Borrower’s, or as the case may be NBNZ’s,
indebtedness;


 


(f)                                    after the
Commencement Date either the Borrower or NBNZ ceases to be a subsidiary (as
defined in the Companies Act 1993 of New Zealand) of Australia and New Zealand
Banking Group Limited other than with the prior written consent of the Bank or
pursuant to an initial public offering of shares in the Borrower or NBNZ as the
case may be;


 


(g)                                 any governmental or
other registration, licence or approval necessary to enable the Borrower to
comply with or perform any of its obligations hereunder, or to enable NBNZ to
comply with or perform any of its obligations under the Guarantee is revoked,
withdrawn, modified or withheld or is not or otherwise fails to remain in full
force and effect or it is or otherwise becomes unlawful or contrary to any
requirement of any fiscal, monetary or other authority for the Borrower to
perform or give effect to any or all of its obligations hereunder, or for NBNZ
to perform or give effect to any or all of its obligations under the Guarantee;
or


 


(h)                                 the Guarantee fails or
ceases for any reason to be in full force and effect or NBNZ disaffirms,
disclaims, repudiates or rejects in whole or part or challenges the validity of
the Guarantee.


 


10

















 


then the Bank shall have the right at any time or times thereafter to
declare its commitments hereunder cancelled and/or all amounts then outstanding
hereunder payable on demand, whereupon such commitments shall be so cancelled
and/or such outstandings shall be so payable, and/or to declare the Facility
immediately due and payable, whereupon the Borrower shall pay to the Bank the
total principal amount outstanding hereunder in the currency(ies) in which it
is outstanding together with accrued interest thereon and any other amounts
payable hereunder.


 


9.2                                 If any amount is not
paid when due hereunder (including under this clause) the Borrower shall pay to
the Bank on demand interest on such sum (whether before or after judgment) at
the aggregate of 1% per annum and the cost to the Bank as certified by the Bank
of funding such sum on the London interbank market for such period or
consecutive periods as the Bank in its sole discretion may select, running from
the date of such default to the date of receipt of such sum in full by the
Bank.  Interest, if unpaid, shall be
added to the sum in default on the last day of each such period or at 3 monthly
intervals whichever is more frequent.


 


10                                    Indemnities


 


10.1                           The Borrower shall indemnify
the Bank, without prejudice to any of the Bank’s other rights hereunder,
against any loss or expense as certified by the Bank including reasonable legal
expenses on a full indemnity basis and loss arising from the funding by the
Bank of the Facility which the Bank may reasonably incur or sustain as a
consequence of (a) the occurrence of any Event of Default, (b) any failure by
the Borrower to pay any sum demanded by the Bank as a result thereof, (c) the
amendment or withdrawal of any notice or instruction given by the Borrower
under or in connection with this letter, (d) any repayment of any drawing or
part thereof being made otherwise than on the last day of its Interest Period;
or (e) any amount payable to the Bank hereunder in one currency being converted
into another currency, whether pursuant to any judgment or order or otherwise
and the Borrower hereby waives any right it may have in any jurisdiction to pay
any amount hereunder in a currency other than that in which it is expressed to
be payable hereunder.


 


10.2                           Costs or losses incurred by
the Bank as a result of any amendment, withdrawal or repayment as is referred
to in Clause 10.1 hereof will include, but will not be limited to, any
loss or expense sustained or incurred by the Bank in repaying or re-employing
deposits acquired by the Bank in order to make or maintain the Facility or any part
thereof.


 


11                                    Change in Circumstances


 


11.1                           If it
shall become impossible or unlawful under any applicable law or regulation for
the Bank to continue the Facility or any part thereof or to maintain or give
effect to its obligations under this letter, the Bank and the Borrower shall
forthwith attempt to renegotiate with a view to continuing the Facility in a
lawful manner, but if, after a period of 21 days from the giving by the Bank of
a notice to the Borrower requiring such renegotiation to take place, the Bank
and the Borrower shall fail to reach agreement, the Bank may, by notice to the
Borrower, declare that its obligations to


 


11

















 


make or maintain the Facility or the part thereof affected by such
illegality shall be terminated forthwith and the Facility (or part thereof)
affected shall be repaid on the expiry of the Interest Period(s) or other
period(s) then applicable thereto, or together with any other amounts then
arising in connection with this letter on the expiry of such lesser period as
the Bank shall certify as being required for prepayment under the relevant law
or regulation.


 


11.2                           If in relation to any
drawing and by reason of changes affecting the London interbank market, the
Bank is unable to make any determination of the interest rate applicable
thereto pursuant to this letter, the interest rate applicable to such drawing
shall be calculated by reference instead to the rate per annum which is the
cost to the Bank of funding such drawing from whatever sources it may at its
option select provided that, if the Bank is unable to obtain the required funds
from any source, it shall not be obliged to make available such drawing to the
Borrower.


 


12                                    Notices


 


12.1                           All
notices and other forms of communication between the parties in respect of the
Facility:


 


(a)                                  must be in writing;
and


 


(b)                                 authorised by an
authorised signatory; and


 


(c)                                  addressed to the
intended recipient; and


 


(i)                                     delivered
to the intended recipient’s address;


 


(ii)                                  sent
by registered mail to the intended recipient’s address;


 


(iii)                               transmitted
by facsimile to the intended recipient’s fax number;


 


(iv)                              transmitted
by authenticated SWIFT to the intended recipient.


 


12

















 


For the purpose of this clause 12, the authorised signatories,
address, fax number and email address of each of the Bank and the Borrower is
initially as set out below or (if any) the latest notified authorised
signatories, address, fax number or email address that the Bank or Borrower has
notified to the other party.


 


	
   

  	
   

  	
  Address

  	
   

  	
  Authorised
  signatory

  	
   

  	
  Contact
  points

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrower

  	
   

  	
  NBNZ International Limited (London
  Branch)

  Faryners House

  25 Monument Street

  (PO Box 545)

  London EC3R 8BQ

  United Kingdom

  

  With a
  copy to:

  

  NBNZ International Limited

  NBNZ House

  1-9 Victoria Street

  Wellington New Zealand

  

  With a
  copy to the guarantor:

  

  The National Bank of New Zealand Limited

  Level 7

  NBNZ House

  1-9 Victoria Street

  (PO Box 540)

  Wellington

  New Zealand

  	
   

  	
  Catherine Maria Boric

  Treasurer

  

  Thomas Anthony

  Murray Irving

  Funding Manager

  

  

  

  

  

  

  

  

  

  Sir John Anderson

  Chief Executive

  

  Steven Montgomery

  Fyfe

  Chief Financial Officer

  and Executive Director

  of the Bank

  

  Nigel Henry Murray Williams

  Treasurer of the Bank

  

  Michael San Nyein

  Corporate Solicitor of the Bank

  	
   

  	
  phone +442074183405

  fax +442074183507

  

  

  

  

  

  

  

  phone +64 4802 2000

  fax +64 4802 2024

  

  

  

  

  

  phone +64 4802 2000

  fax +64 4802 2024

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank

  	
   

  	
  Lloyds TSB Bank plc

  Loans Administration Department

  Bank House

  Wine Street

  Bristol BS1 2AN

  United Kingdom

  	
   

  	
  Any officer of the Loans Administration
  Department

  	
   

  	
  phone:0117 923 3366

  fax: 0117 923 3367

  	
   

  



 


13

















 


12.2                           A notice given in accordance
with clause 12.1 is treated as having been received by the intended
recipient:


 


(a)                                  if delivered to the
intended recipient, on the day of delivery if delivered before 4:00 pm on
a Business Day, otherwise on the next Business Day;


 


(b)                                 if sent by registered
mail to the intended recipient’s address, on the tenth Business Day after
posting;


 


(c)                                  if transmitted by
facsimile to the intended recipient’s fax number on the date that transmission
is received by the intended recipient in legible form.


 


12.3                           The provisions of this
clause 12 are in addition to any other mode of service permitted by law.


 


13                                    Payments and Tax


 


13.1                           All
repayments of principal and payments of interest and other amounts due to the
Bank hereunder shall be made in freely transferable and immediately available
funds to such branch or agent for the account of the Bank and by such hour
local time in the place of payment appropriate to the relevant currency as the
Bank shall from time to time direct.


 


13.2                           All
payments shall be made free and clear of any set-off, counterclaim,
restrictions or condition whatsoever, and without any deduction in respect of
taxes, levies, fees, duties, imposts, charges or withholdings of any nature now
or hereafter imposed.  In the event that
the Borrower is compelled to make any such deduction, as aforesaid, it will pay
to the Bank in the same manner and by the same time such additional amounts as
may be necessary in order that the actual amounts received by the Bank shall
equal the amounts which would have been received if no such deduction had been
made.  In such event the Borrower shall
provide the Bank within 30 days of the date of such payment with a
certificate evidencing the payment of such tax or other deduction.


 


13.3                           The
Borrower shall, on demand pay to the Bank an amount equal to the loss,
liability or cost which the Bank determines (acting reasonably and in good
faith) will be or has been (directly or indirectly) suffered for on account of
a Tax by the Bank in respect of this letter, provided that, this clause shall
not apply with respect to any Tax assessed on the Bank under the law of the
jurisdiction in which the Bank is incorporated if that Tax is imposed on or
calculated by reference to the net income of the Bank or to the extent to which
a loss, liability or cost is compensated for by an increased payment under Clause 13.2
above.  For the purpose hereof “Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same).


 


14

















 


14                                    Assignment


 


14.1                           This
letter shall be binding upon and shall inure only to the benefit of the Bank
and the Borrower and their respective successors and assigns, provided that the
Borrower shall not assign any of its rights or transfer any of its obligations
hereunder without the prior written consent of the Bank.  For the avoidance of doubt, a person who is
not a party to this letter has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
Agreement.


 


14.2                           The
Borrower agrees that the Bank may at any time or times (i) transfer the
Facility to any other office of the Bank or (ii) assign and/or transfer all or
any part of its rights and/or obligations hereunder or grant any participation
in any such rights and/or obligations to any other member of the Lloyds TSB
group, or (iii) subject to the prior written consent of the Borrower (such
consent not to be unreasonably withheld or delayed) assign and/or transfer all
or any part of its rights and/or obligations hereunder or grant any
participation in any such rights and/or obligations to any other bank or
financial institution, PROVIDED THAT (a) if the assignee, transferee or
participant (each party being a “Third Party”) is located other than in the
United Kingdom and as a result of circumstances existing at the date of
assignment, transfer or participation, the Borrower would be obliged to make a
payment to the Third Party in respect of any increased costs or taxes arising
from such transfer then the Third Party shall only be entitled to receive
payment in such respect to the same extent as the Bank would have been if the
assignment, transfer or participation had not taken place; and (b) no transfer
of the Bank’s obligations shall be effective until such time as the Third Party
shall have delivered to the Borrower an undertaking to be bound by the terms of
this letter as if named as the lender hereunder (following receipt of which the
Borrower shall only look to the Third Party in respect of that portion of the
Bank’s obligations assumed by the Third Party).


 


14.3                           
Members of the Lloyds TSB group may disclose any information about the Borrower
among themselves and to their auditors for the time being.  Information may not be transferred further,
including to any potential assignee, transferee or participant of the Facility
(or any part thereof), or to any other bank or financial institution with which
the Bank is proposing to enter into, or has entered into, any agreement
pursuant to this clause, or otherwise (including for marketing purposes)
without the prior written consent of the Borrower (not to be unreasonably
withheld) unless such information is in the public domain or unless the Bank is
required by law or applicable regulation so to do.


 


15                                    Miscellaneous


 


15.1                           No
delay or omission by the Bank in exercising any of its rights hereunder shall
operate or be construed as a waiver thereof, nor shall any single or partial
exercise of any such right prevent any other or further exercise thereof or the
exercise of any other right.


 


15

















 


15.2                           Without
prejudice to the Bank’s rights under any set-off arrangements the Bank may at
any time whether before or after any demand hereunder for payment without
notice to the Borrower apply any moneys standing to the credit of the Borrower
on any account and whether subject to notice or not and whether denominated in
USD or in any other currency in or towards satisfaction of any liabilities of
the Borrower under this letter.


 


15.3                           If the due date for any
payment or the last day of any Interest Period would otherwise fall on a
non-Business Day, the effective date shall be the next succeeding Business Day.


 


15.4                           All calculations in respect
of interest (including commitment interest) due to the Bank under the Facility
shall be on the basis of the actual number of days elapsed and a 360 day year
or a 365 day year (as in the reasonable opinion of the Bank is market practice
for the calculation of interest in the relevant currency).


 


15.5                           In this letter reference to
(a) a time of day is a reference to London time unless otherwise stated, and
(b) the London interbank offered rate shall mean and include any rate replacing
that rate from time to time.


 


16                                    Governing Law


 


16.1                           This
letter shall be governed by and construed in accordance with the English law
and the Borrower hereby agrees to submit to the jurisdiction of the English
courts.  This shall not prejudice the
Bank’s right to take action against the Borrower in any other jurisdiction
where proceedings may lawfully be commenced.


 


16.2                           The
Borrower hereby agrees that any writ, judgment or other notice of process shall
be sufficiently and effectively served on it (a) if delivered in connection
with any suit, action or proceeding in England to NBNZ International Limited,
London Branch and for this purpose shall be effective if delivered to or left
at its registered office for the time being in London, (b) if a copy thereof is
mailed by registered or certified airmail, postage prepaid, to the address for
the time being for the service of notices on the Borrower pursuant to
Clause 12.2 hereof, or (c) if served in any other manner permitted by law.


 


16

















 


17                                    Period of Offer


 


17.1                           The
offer of the Facility is open for acceptance by returning the attached
duplicate of this letter with the acknowledgement duly signed by authorised
officers of the Borrower to be received by Lloyds TSB Financial Institutions
and International Trade Finance not later than one month from the date of this
letter failing which the offer will lapse.


 


	
  Yours faithfully,

  
	
  For and on behalf of Lloyds TSB Bank plc

  
	
   

  
	
  /s/ DJ Curtis

  	
   

  
	
   

  
	
   

  
	
  David J Curtis

  
	
  Financial Institutions and International Trade

  
	
  Director Asia Pacific, Middle East and Africa

  



 


We hereby acknowledge and accept the terms of your offer dated 28th
November 2003 of which this is a duplicate and agree all the terms and
conditions therein contained.


 


Signed for and on behalf of NBNZ International Limited (London Branch)


 


 


	
      /s/ C Boric

  	
   

  	
   

  	
      /s/ T Irving

  	
   

  
	
  (signature)

  	
   

  	
  (signature)

  
	
  Director/Authorised Signatory

  	
   

  	
  Director/Authorised Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
     Catherine Maria Boric

  	
   

  	
     Thomas Anthony Murray Irving

  
	
  (name)

  	
   

  	
  (name)

  	
   

  
						



 


17