DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 6
"Transitional Charge" means a security interest in, or charge over,
some or all of the Charged Assets:
(a) which is in favour of Westpac New Zealand Limited (as security
agent under the Debtenture dated 28 June 2002 between the
Council and (now) Westpac New Zealand Limited); and
(b) which the Trustee is satisfied, in its reasonable discretion, that
the Council will be able to procure a release or discharge of
within 30 days of the date of this Deed;
"Trust Deed" and "this Deed" means this trust deed (inclusive of its
Schedules) as amended from time to time in accordance with the
provisions of this trust deed and, except where inconsistent with the
context, includes every other deed or other agreement collateral or
supplemental to or varying this trust deed or any such collateral or
supplemental deed or agreement; and
"Trustee" means the trustee or trustees for the time being holding office
as trustee under this Deed.
Construction: Any reference to:
an "agreement" includes a deed and any other instrument or document
recording rights and/or obligations, and includes a reference to such as
modified, varied, supplemented, novated or substituted from time to time;
a "business day" means a day (other than a Saturday or a Sunday) on
which registered banks (within the meaning of the Reserve Bank of New
Zealand Act 1989) are open in Wellington for the transaction of general
banking business;
a "charge" has the same meaning as in the Act, and includes a
reference to a security interest (within the meaning of the PPSA);
a "clause" or "Schedule" is a reference to a clause or section of, or
schedule to, this Deed;
a "company" means any company or body corporate wherever
incorporated or domiciled;
"conditions" in respect of any Stock shall be to the conditions
applicable to that Stock as referred to in clause 0 and, includes the
further conditions set out in Part IV of the First Schedule (the "further
conditions");
the "Council" includes any delegate of the Council as referred to in
clause 0;
"default" means a breach, failure to comply or failure to do, however
caused, whether voluntary or involuntary and whether within or beyond
the control of any person;
"interest" includes discounts and other payments in the nature of
interest;
"month" means calendar month;
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson