**Exhibit 4.1.4**

 

[LLOYDS TSB LETTERHEAD]

 

28 November 2003

 

The DirectorsNBNZ International LimitedC/- London BranchFaryners House25 Monument Street(PO Box 545)London EC3R 8BQUnited 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 NBNZInternational 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 (twothousand million pounds sterling) (the “**Facility**”) upon and subject to the termsand conditions of this letter.

 

## **1**                                          Definitions

 

“AcceptanceDate” 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, ofNBNZ and ANZ Banking Group New Zealand Limited (“ANZ NZ”) (and whichamalgamation may include other companies) following completion of the purchaseof NBNZ Holdings by ANZ NZ under the Share Sale Agreement.

 

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

 

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

 

1

----

 

OptionalCurrency, as the case may be, and (b) in the case of a transaction involvingthe Euro, a day on which the Trans-European Automated Real-time GrossSettlement Express System (“**TARGET**”) is operating.

 

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

 

“CommitmentReduction Date” means each of the dates falling 6, 12 and 18 months afterthe Commencement Date.

 

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

 

“EquivalentAmount” means the USD equivalent of the relevant amount of an OptionalCurrency, as reasonably determined by the Bank on the basis of its spot buyingrate 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 ofDefault” means an event described in Clause 9.1 hereof or any circumstancewhich with the giving of notice and/or the passing of time could become such anevent.

 

“ExistingDeposits” means each deposit made available to the Borrower through the Bank’sFinancial Markets Division (formerly Treasury Division) for general fundingpurposes, which is outstanding at the Commencement Date, the details of which(i.e. deposit date, the amount and currency, interest rate and maturity date ofeach 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 earlier31st December 2005.

 

“Euro” meansthe lawful currency for the time being of the European Economic and MonetaryUnion.

 

“FacilityLimit” means the USD Equivalent Amount of £2,000,000,000 determined as at theCommencement Date, which USD amount shall, subject to any cancellation or otherreduction thereof within the terms of this letter, remain constant throughoutthe term of this Facility.

 

“FinancialStatement” means at any particular time the then latest audited consolidatedfinancial statements of NBNZ and its subsidiaries comprising:

 

(i)                                     Consolidatedstatement of financial performance for the relevant period;

 

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

 

2

----

 

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

 

(iv)                              Consolidated statement ofcash flows for the relevant period,

 

and includesthe notes to those financial statements.

 

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

 

“Interest Period” means the period for which a drawing hereunder ismade, being a period of not less than 7 days and not more than90 days unless otherwise agreed by the Bank and the Borrower, as specifiedby the Borrower pursuant to the terms of this letter.

 

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

 

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

 

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

 

“Offered Rate” means:

 

(a)                                  for drawings in anOptional Currency and for drawings in USD where the Rate Fixing Date is2 Business Days prior to the date of drawing:

 

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

 

(ii)           if no such rate is published or availablefor the applicable currency or Interest Period on such screen service, the rateoffered to the Bank by prime banks in the London Interbank market, asreasonably determined by the Bank; and

 

(b)           for all other drawings in USD, the rateoffered to the Bank by prime banks in the London Interbank market, asreasonably determined by the Bank,

 

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

 

3

----

 

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

 

“Rate Fixing Date” means:

 

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

 

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

 

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

 

“Share Sale Agreement” means the Share Sale Agreement dated24 October 2003 between the Bank, Lloyds Bank Subsidiaries Limited,Australia and New Zealand Banking Group Limited and ANZ NZ for the sale of allof 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 UnitedKingdom.

 

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

 

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

 

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

 

## **2**                                          Amount and Availability

## ** **

2.1                                 Subject to the termshereof the Facility shall remain available until, and the Borrower may makedrawings from time to time hereunder in USD and Optional Currencies on anyBusiness Day prior to, the Commitment Termination Date provided that:

 

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

 

4

----

 

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

 

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

 

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

 

(e)                                  no drawing may beeffected on any particular day if the amount thereof would otherwise cause theTotal Outstandings on that day or at any time during the term of the drawing toexceed the Facility Limit; and

 

(f)                                    no drawing may havean Interest Period that commences prior to the Commencement Date or continuesafter the Expiry Date.

 

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

 

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

 

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

 

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

 

2.6                                 Each drawing shallbear interest at the Offered Rate.  TheBorrower shall pay interest on each drawing in arrears in the currency of thedrawing on the last day of its Interest Period.

 

2.7                                 Each drawing shall berepaid in the currency in which it is outstanding on the last day of itsInterest Period.

 

5

----

 

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

 

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

 

## **3**                                          Cancellation, Reduction and Early Repayment

## ** **

3.1                                (a)            At any time after thedate falling 6 months after the Commencement Date, the Borrower may by notless than 5 Business Days’ prior written notice cancel the whole or anypart of the Facility Limit which will be unutilised at the expiration of thesaid notice in an amount of USD10,000,000 or any multiple thereof.  Such notice shall be irrevocable and specifythe date of cancellation and the amount by which the Facility Limit is to bereduced

 

(b)                                 Any amount of theFacility undrawn on the Commitment Termination Date shall be cancelledforthwith.

 

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

 

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

 

3.2                                (a)            The Borrower may bynot less than 5 Business Days’ prior written notice prepay, together withaccrued interest (and any amount payable pursuant to Clause 10), the wholeor any part of the Total Outstandings in minimum amounts of or equivalent toUSD10,000,000 or any multiple thereof on any Business Day.  Such notice shall be irrevocable and specifythe date and amount of any such prepayment

 

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

 

## **4**                                          Commissions and Fees

## ** **

4.1                                 The Borrower shallfrom the Acceptance Date until the Commitment Termination Date (or such otherdate on which the Facility is cancelled in full) pay to the Bank commitmentinterest at the rate of 0.03% per annum on the amount by which the FacilityLimit exceeds the Total Outstandings from day to day.

 

4.2                                 Commitment interestshall be calculated quarterly in arrears and on the last day of availability ofthe Facility (each such date being a “**Calculation Date**”) and shall be paid within14 days of the date of the Bank’s claim therefor.

 

For the purposes of this clause only the Equivalent Amount of anyOptional Currency drawing forming part of the Total Outstandings shall bedetermined on each Rate

 

6

----

 

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

 

4.3                                 The Borrower shall payto the Bank within 3 Business Days of the Commencement Date a facility feeequivalent 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 thereofby any governmental, fiscal, monetary or other authority charged with theadministration thereof or by any self-regulating organisation or court ofcompetent 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 orother charge with respect hereto or change the basis of taxation on any amountspayable to the Bank hereunder (except in respect of tax on the overall netincome of the Bank or any such holding company) or impose, modify or deemapplicable requirements in respect of any liquid asset, special or otherdeposit or prudential or cash ratio or other requirements against, or theallocation by the Bank or any holding company of the Bank of capital in supportof, any assets or liabilities or contingent liabilities of, deposits with orfor the account of, or advances or commitments made by the Bank, and this shallincrease the cost (to the Bank or any such holding company) of the Bankmaintaining the Facility or shall reduce the amount of principal or interestreceivable by the Bank or shall otherwise reduce the return to the Bankhereunder by an amount which the Bank deems material, the Borrower shall pay tothe Bank upon demand such additional amounts as are necessary to compensate forsuch increased cost or reduction.

 

5.2                                 All legal and othercosts and expenses including any stamp and other duties and registration feeson a full indemnity basis and goods and services or value added tax thereonincurred 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 theenforcement, administration and preservation of its rights under the Facility shallbe payable by the Borrower on demand.

 

## **6**                                          Conditions Precedent

## ** **

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

 

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

 

(b)                                 NBNZ provides to theBank the Guarantee.

 

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

 

7

----

 

## **7**                                          Representations and Warranties

## ** **

7.1                                 The Borrower herebyrepresents and warrants to the Bank that:

 

(a)                                  it is a corporatebody validly existing under the laws of New Zealand possessing the capacity tosue or be sued in its own name;

 

(b)                                 all action necessaryto authorise its execution of this letter and its performance of itsobligations hereunder has been duly taken and neither such execution nor suchperformance will cause any limit or restriction on its borrowing or otherpowers, or on the right or ability of its directors (or any of them) toexercise such powers, to be exceeded or breached or will constitute or resultin any breach of any agreement, law, requirement or regulation;

 

(c)                                  its obligationshereunder are valid and binding and are enforceable in accordance with theirterms;

 

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

 

(e)                                  no Event of Defaulthas occurred and is continuing; and

 

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

 

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

 

## **8**                                          Undertakings of the Borrower

## ** **

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

 

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

 

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

 

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

 

8

----

 

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

 

8.2                                 shall immediately uponbecoming aware of the same give the Bank written notice of the occurrence ofany Event of Default; and

 

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

 

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

 

## **9**                                          Events of Default

## ** **

9.1                                 Inthe event that:

 

(a)                                  the Borrower fails topay any sum due hereunder on its due date or, if delayed as the result oftechnical or administrative reasons beyond the control of the Borrower, within5 Business Days of the due date;

 

(b)                                 the Borrower, or NBNZdefaults in the due performance or observance of any obligation accepted orundertaking given by it to the Bank hereunder or under the Guarantee as thecase may be, or any representation, warranty or statement made or deemed madeby the Borrower herein or pursuant hereto or by NBNZ under or pursuant to theGuarantee proves to be incorrect or misleading in any material respect and, inany such case of any of the foregoing which in the Bank’s reasonable opinion iscapable of remedy, such is not remedied to the reasonable satisfaction of theBank within 30 days of service of notice by the Bank requiring the same to beremedied 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 otherindebtedness of the Borrower or NBNZ becomes due or capable of being declareddue prior to the stated due date for payment thereof or the Borrower or NBNZdefaults in the payment when due, or within any originally applicable period ofgrace provided with respect thereto, of any indebtedness or defaults in payingon the due date any sum payable by it under any guarantee, indemnity or similarundertaking given by it or steps are taken to enforce any security for anyliability of the Borrower or NBNZ present or future PROVIDED THAT no Event ofDefault will occur under this sub-clause 9.1(c) if the aggregate amount ofindebtedness and payments due from the Borrower or NBNZ, as the case may be, isless than USD40,000,000 (or its equivalent in any other currency or currencies)

 

9

----

 

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

 

(e)                                  proceedings arecommenced or a petition is presented (and is not dismissed within 21 days) oran order is made or an effective resolution is passed or any other bona fideaction is taken for the liquidation, winding up or other dissolution of theBorrower or NBNZ (other than the Amalgamation or for the purpose of a solventreorganisation as previously approved by the Bank) or the Borrower or NBNZ isor becomes bankrupt or insolvent or stops or threatens to stop payment of itsdebts generally or is deemed unable to pay such debts or the directors of theBorrower or NBNZ convene a meeting of creditors or shareholders with a view towinding up or an application is made in connection with a moratorium or aproposal to creditors for a voluntary arrangement is made by the Borrower orNBNZ, or the Borrower or NBNZ takes any action (including enteringnegotiations) with a view to readjustment, rescheduling, forgiveness ordeferral of any part of the Borrower’s, or as the case may be NBNZ’s,indebtedness;

 

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

 

(g)                                 any governmental orother registration, licence or approval necessary to enable the Borrower tocomply with or perform any of its obligations hereunder, or to enable NBNZ tocomply 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 fullforce and effect or it is or otherwise becomes unlawful or contrary to anyrequirement of any fiscal, monetary or other authority for the Borrower toperform or give effect to any or all of its obligations hereunder, or for NBNZto perform or give effect to any or all of its obligations under the Guarantee;or

 

(h)                                 the Guarantee fails orceases 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 ofthe Guarantee.

 

10

----

 

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

 

9.2                                 If any amount is notpaid when due hereunder (including under this clause) the Borrower shall pay tothe Bank on demand interest on such sum (whether before or after judgment) atthe aggregate of 1% per annum and the cost to the Bank as certified by the Bankof funding such sum on the London interbank market for such period orconsecutive periods as the Bank in its sole discretion may select, running fromthe date of such default to the date of receipt of such sum in full by theBank.  Interest, if unpaid, shall beadded to the sum in default on the last day of each such period or at 3 monthlyintervals whichever is more frequent.

 

## **10**                                    Indemnities

## ** **

10.1                           The Borrower shall indemnifythe Bank, without prejudice to any of the Bank’s other rights hereunder,against any loss or expense as certified by the Bank including reasonable legalexpenses on a full indemnity basis and loss arising from the funding by theBank of the Facility which the Bank may reasonably incur or sustain as aconsequence of (a) the occurrence of any Event of Default, (b) any failure bythe Borrower to pay any sum demanded by the Bank as a result thereof, (c) theamendment or withdrawal of any notice or instruction given by the Borrowerunder or in connection with this letter, (d) any repayment of any drawing orpart 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 convertedinto another currency, whether pursuant to any judgment or order or otherwiseand the Borrower hereby waives any right it may have in any jurisdiction to payany amount hereunder in a currency other than that in which it is expressed tobe payable hereunder.

 

10.2                           Costs or losses incurred bythe Bank as a result of any amendment, withdrawal or repayment as is referredto in Clause 10.1 hereof will include, but will not be limited to, anyloss or expense sustained or incurred by the Bank in repaying or re-employingdeposits acquired by the Bank in order to make or maintain the Facility or any partthereof.

 

## **11**                                    Change in Circumstances

## ** **

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

 

11

----

 

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

 

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

 

## **12**                                    Notices

## ** **

12.1                           Allnotices and other forms of communication between the parties in respect of theFacility:

 

(a)                                  must be in writing;and

 

(b)                                 authorised by anauthorised signatory; and

 

(c)                                  addressed to theintended recipient; and

 

(i)                                     deliveredto the intended recipient’s address;

 

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

 

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

 

(iv)                              transmittedby 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 isinitially as set out below or (if any) the latest notified authorisedsignatories, address, fax number or email address that the Bank or Borrower hasnotified 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 accordancewith clause 12.1 is treated as having been received by the intendedrecipient:

 

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

 

(b)                                 if sent by registeredmail to the intended recipient’s address, on the tenth Business Day afterposting;

 

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

 

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

 

## **13**                                    Payments and Tax

## ** **

13.1                           Allrepayments of principal and payments of interest and other amounts due to theBank hereunder shall be made in freely transferable and immediately availablefunds to such branch or agent for the account of the Bank and by such hourlocal time in the place of payment appropriate to the relevant currency as theBank shall from time to time direct.

 

13.2                           Allpayments shall be made free and clear of any set-off, counterclaim,restrictions or condition whatsoever, and without any deduction in respect oftaxes, levies, fees, duties, imposts, charges or withholdings of any nature nowor hereafter imposed.  In the event thatthe Borrower is compelled to make any such deduction, as aforesaid, it will payto the Bank in the same manner and by the same time such additional amounts asmay be necessary in order that the actual amounts received by the Bank shallequal the amounts which would have been received if no such deduction had beenmade.  In such event the Borrower shallprovide the Bank within 30 days of the date of such payment with acertificate evidencing the payment of such tax or other deduction.

 

13.3                           TheBorrower shall, on demand pay to the Bank an amount equal to the loss,liability or cost which the Bank determines (acting reasonably and in goodfaith) will be or has been (directly or indirectly) suffered for on account ofa Tax by the Bank in respect of this letter, provided that, this clause shallnot apply with respect to any Tax assessed on the Bank under the law of thejurisdiction in which the Bank is incorporated if that Tax is imposed on orcalculated by reference to the net income of the Bank or to the extent to whicha loss, liability or cost is compensated for by an increased payment under Clause 13.2above.  For the purpose hereof “**Tax**”means any tax, levy, impost, duty or other charge or withholding of a similarnature (including any penalty or interest payable in connection with anyfailure to pay or any delay in paying any of the same).

 

14

----

 

## **14**                                    Assignment

## ** **

14.1                           Thisletter shall be binding upon and shall inure only to the benefit of the Bankand the Borrower and their respective successors and assigns, provided that theBorrower shall not assign any of its rights or transfer any of its obligationshereunder without the prior written consent of the Bank.  For the avoidance of doubt, a person who isnot a party to this letter has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce or to enjoy the benefit of any term of thisAgreement.

 

14.2                           TheBorrower agrees that the Bank may at any time or times (i) transfer theFacility to any other office of the Bank or (ii) assign and/or transfer all orany part of its rights and/or obligations hereunder or grant any participationin any such rights and/or obligations to any other member of the Lloyds TSBgroup, or (iii) subject to the prior written consent of the Borrower (suchconsent not to be unreasonably withheld or delayed) assign and/or transfer allor any part of its rights and/or obligations hereunder or grant anyparticipation in any such rights and/or obligations to any other bank orfinancial institution, PROVIDED THAT (a) if the assignee, transferee orparticipant (each party being a “**Third Party**”) is located other than in theUnited Kingdom and as a result of circumstances existing at the date ofassignment, transfer or participation, the Borrower would be obliged to make apayment to the Third Party in respect of any increased costs or taxes arisingfrom such transfer then the Third Party shall only be entitled to receivepayment in such respect to the same extent as the Bank would have been if theassignment, transfer or participation had not taken place; and (b) no transferof the Bank’s obligations shall be effective until such time as the Third Partyshall have delivered to the Borrower an undertaking to be bound by the terms ofthis letter as if named as the lender hereunder (following receipt of which theBorrower shall only look to the Third Party in respect of that portion of theBank’s obligations assumed by the Third Party).

 

14.3                           Members of the Lloyds TSB group may disclose any information about the Borroweramong 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 whichthe Bank is proposing to enter into, or has entered into, any agreementpursuant to this clause, or otherwise (including for marketing purposes)without the prior written consent of the Borrower (not to be unreasonablywithheld) unless such information is in the public domain or unless the Bank isrequired by law or applicable regulation so to do.

 

## **15**                                    Miscellaneous

## ** **

15.1                           Nodelay or omission by the Bank in exercising any of its rights hereunder shalloperate or be construed as a waiver thereof, nor shall any single or partialexercise of any such right prevent any other or further exercise thereof or theexercise of any other right.

 

15

----

 

15.2                           Withoutprejudice to the Bank’s rights under any set-off arrangements the Bank may atany time whether before or after any demand hereunder for payment withoutnotice to the Borrower apply any moneys standing to the credit of the Borroweron any account and whether subject to notice or not and whether denominated inUSD or in any other currency in or towards satisfaction of any liabilities ofthe Borrower under this letter.

 

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

 

15.4                           All calculations in respectof interest (including commitment interest) due to the Bank under the Facilityshall be on the basis of the actual number of days elapsed and a 360 day yearor a 365 day year (as in the reasonable opinion of the Bank is market practicefor 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 replacingthat rate from time to time.

 

## **16**                                    Governing Law

## ** **

16.1                           Thisletter shall be governed by and construed in accordance with the English lawand the Borrower hereby agrees to submit to the jurisdiction of the Englishcourts.  This shall not prejudice theBank’s right to take action against the Borrower in any other jurisdictionwhere proceedings may lawfully be commenced.

 

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

 

16

----

 

## **17**                                    Period of Offer

## ** **

17.1                           Theoffer of the Facility is open for acceptance by returning the attachedduplicate of this letter with the acknowledgement duly signed by authorisedofficers of the Borrower to be received by Lloyds TSB Financial Institutionsand International Trade Finance not later than one month from the date of thisletter 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 28thNovember 2003 of which this is a duplicate and agree all the terms andconditions 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

----