DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 4
"Paying Agent" means Computershare Investor Services Limited, or
such other or additional person who from time to time fulfils the role of
paying agent for the purposes of the Registrar and Paying Agency
Agreement and this Deed;
"PPSA" means the Personal Property Securities Act 1999;
"Principal" and "Principal Money" means, at any time:
(a) in relation to Stock (other than Security Stock) the sum other
than interest payable on redemption of the Stock inclusive of
the premium (if any) of the Stock payable in accordance with
the conditions of issue of that Stock;
(b) in relation to Security Stock any amounts secured by that
Security Stock which are not in the nature of interest on other
amounts secured by that Security Stock;
"Priority Interest Amount" in relation to any Security Stock and the
holder thereof, means the amount referred to as such in clause 0, unless
otherwise agreed between the Council and the Trustee (including by
agreeing wording in the relevant Stock Certificate);
"Priority Principal Amount" in relation to any Security Stock and the
holder thereof, means the amount referred to as such in clause 0, unless
otherwise agreed between the Council and the Trustee (including by
agreeing wording in the relevant Stock Certificate);
"Priority Total Amount" in relation to any Security Stock and the holder
thereof, means the aggregate of the Priority Principal Amount and the
Priority Interest Amount in respect of that Security Stock;
"Proceeds" has the same meaning as in the PPSA;
"Rating Act" means the Local Government (Rating) Act 2002;
"Receiver" means a receiver or receiver and manager or manager of all
or any part of the Charged Assets appointed by the Trustee under this
Deed;
"Receiverships Act" means the Receiverships Act 1993;
"Reference Bank" means any one of ANZ National Bank Limited, Bank
of New Zealand, ASB Bank Limited and Westpac New Zealand Limited;
"Register" means the register of Stock, or each such register, to be kept
by the Registrar pursuant to clause 0;
"Registrar and Paying Agency Agreement" means the registrar and
paying agency agreement dated 1 April 2004 between the Council, the
Registrar and the Paying Agent, and includes a reference to such as
may be amended, or to any other registrar and paying agency
agreement entered into, to provide for more than one Register, and more
than one Registrar or Paying Agent;
"Registered Address" means, in respect of a Stockholder, the address
in New Zealand for the time being recorded in the Register;
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson