CONFORMED COPY
DATED 30TH NOVEMBER, 2001
TCNZ FINANCE LIMITED
(acting through its principal office in New Zealand or its Australian branch)
as Issuer
- and -
TELECOM CORPORATION OF NEW ZEALAND LIMITED
TELECOM INVESTMENTS LIMITED
TELECOM NEW ZEALAND LIMITED
TELECOM PACIFIC LIMITED
- and -
TCNZ AUSTRALIA INVESTMENTS PTY LIMITED
(ACN 087 384 825)
as Guarantors
- and -
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
----------
SECOND SUPPLEMENTAL TRUST DEED
further modifying and restating the Trust Deed dated
17th March, 2000 as previously modified by a First Supplemental Trust Deed
relating to the U.S. $1,000,000,000
(now U.S. $2,000,000,000)
Euro Medium Term Note Programme
----------
For the Issuer and the Guarantors
as to New Zealand law:
XXXXXXX XXXXXXX
Mobil on the Park
000 Xxxxxxx Xxxx
Xxxxxxxxxx
Xxx Xxxxxxx
For the Issuer as to Australian law:
XXXXXXX XXX
No. I X'Xxxxxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
For the Trustee as to English law:
XXXXX & OVERY
Xxx Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
THIS SECOND SUPPLEMENTAL TRUST DEED is made on 30th November, 2001 BETWEEN:
(1) TCNZ FINANCE LIMITED, a company incorporated with limited liability in New
Zealand, whose registered office is at Telecom @ Jervois Quay, 00 Xxxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx (acting through its principal office in New
Zealand or its Australian branch) (the "Issuer");
(2) TELECOM CORPORATION OF NEW ZEALAND LIMITED, a company incorporated with
limited liability in New Zealand, whose registered office is at Telecom @
Jervois Quay, 00 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("TCNZ");
(3) TELECOM INVESTMENTS LIMITED, a company incorporated with limited liability
in New Zealand, whose registered office is at Telecom @ Jervois Quay, 00
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("Investments");
(4) TELECOM NEW ZEALAND LIMITED, a company incorporated with limited liability
in New Zealand, whose registered office is at Telecom @ Jervois Quay, 00
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("Xxx Xxxxxxx");
(5) TELECOM PACIFIC LIMITED, a company incorporated with limited liability in
New Zealand, whose registered office is at Telecom @ Jervois Quay, 00
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("Pacific");
(6) TCNZ AUSTRALIA INVESTMENTS PTY LIMITED (ACN 087 384 825), a company
incorporated with limited liability in the State of New South Wales,
Australia, whose registered office is at Xxxxx 00, 0 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 0000, Xxxxxxxxx ("TCNZ Australia" and together with
Investments, New Zealand and Pacific, the "Original Guaranteeing
Subsidiaries" and the Original Guaranteeing Subsidiaries together with
TCNZ, the "Original Guarantors"); and
(7) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with
limited liability in England and Wales, whose registered office is at Xxxxx
Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx (the "Trustee", which
expression shall, wherever the context so admits, include such company and
all other persons or companies for the time being the trustee or trustees
of these presents) as trustee for the Noteholders, the Receiptholders and
the Couponholders (each as defined in the Principal Trust Deed referred to
below).
WHEREAS:
(1) This Second Supplemental Trust Deed is supplemental to:
(i) the Trust Deed dated 17th March, 2000 (the "Principal Trust Deed")
made between the Issuer, the Original Guarantors and the Trustee and
relating to the U.S.$1,000,000,000 Euro Medium Term Note Programme
established by the Issuer (the "Programme"); and
(ii) the First Supplemental Trust Deed dated 1st June, 2001 (the "First
Supplemental Trust Deed" and, together with the Principal Trust Deed,
the "Subsisting Trust Deeds") made between the Issuer, the Original
Guarantors and the Trustee and modifying the provisions of the
Principal Trust Deed.
(2) On 30th November, 2001 the Issuer published modified Listing Particulars
relating to the Programme (the "Listing Particulars").
(3) By virtue of Clause 19(B) of the Principal Trust Deed the Trustee may
without the consent or sanction of the Noteholders, the Receiptholders or
the Couponholders at any time and from
2
time to time concur with the Issuer in making any modification, inter alia,
to these presents which in the opinion of the Trustee it may be proper to
make PROVIDED THAT the Trustee is of the opinion that such modification
will not be materially prejudicial to the interests of the Noteholders.
(4) The Issuer and the Original Guarantors have requested the Trustee to concur
in making the modifications to the Principal Trust Deed hereinafter
contained in order to reflect the relevant modifications to the Listing
Particulars referred to in Recital (2) above.
(5) The Trustee, being of the opinion that it is proper to make the
modifications referred to in Recital (4) above and that they are not
materially prejudicial to the interests of the Noteholders, has concurred
with the Issuer in making such modifications and, as evidenced by its
execution hereof, has agreed that notice of such modifications need not be
given to the Noteholders.
NOW THIS SECOND SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY DECLARED as
follows:
1. All words and expressions defined in the Subsisting Trust Deeds shall,
unless the context otherwise requires, have the same meanings in this
Second Supplemental Trust Deed.
2. Save:
(i) in relation to all Series of Notes issued during the period up to and
including the day last preceding the date of this Second Supplemental
Trust Deed and any Notes issued on or after the date of this Second
Supplemental Trust Deed so as to be consolidated and form a single
Series with the Notes of any Series issued during the period up to and
including such last preceding day; and
(ii) for the purpose (where necessary) of construing the provisions of this
Second Supplemental Trust Deed,
with effect on and from the date of this Second Supplemental Trust Deed:
(a) the Principal Trust Deed (as previously modified) is hereby further
modified in such manner as would result in the Principal Trust Deed
being in the form set out in the Schedule hereto; and
(b) the provisions of the Principal Trust Deed insofar as the same still
have effect shall cease to have effect and in lieu thereof the
provisions of the Principal Trust Deed (being in the form set out in
the Schedule hereto) shall have effect.
3. The Subsisting Trust Deeds and this Second Supplemental Trust Deed shall
henceforth be read and construed together as one trust deed.
4. A memorandum of this Second Supplemental Trust Deed shall be endorsed by
the Trustee on the original of the Principal Trust Deed and by the Issuer
and the Original Guarantors on their duplicates of the Principal Trust
Deed.
5. A person who is not a party to this Second Supplemental Trust Deed has no
right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any
term of this Second Supplemental Trust Deed, but this does not affect any
right or remedy of a third party which exists or is available apart from
that Act.
3
IN WITNESS whereof this Second Supplemental Trust Deed has been executed as a
deed by the Issuer, the Original Guarantors and the Trustee and delivered on the
date first stated on page 1 above.
