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Crown Deed of Guarantee(Non-Bank Deposit
Taker)
Her Majesty
the
Queen
in
rightof
New ZealandandSouth
Canterbury
Finance Limited
Date:
0 \
Af'R.IL
2010
PARTIES
Her
Majesty the
Queen in
right
of
New
Zealand
acting by and through
the
Minister
of
FI
nance
(Crown)
south
Canterbury
Finance
Umited
(Principal Debtor)
BACKGROUND
A Under
the
Act:(1)
the
Minister
of
Finance, may on behalf
of
the
Crown, give a guarantee inwriting
for
a period
that
ends
on
Or
before 31 December 2011 in respect
of
any
or
all
debt
securities issued by an eligible
entity
if it
appears
to
the
Minister
to
be necessary or expedient in the public interest
to
do
so;
and
(2) the
Minister
may
give
the
guarantee on any terms and conditions
that
the
Minister thinks flt.B The Principal Debtor is an eligible entity.C
It
appears
to
the
Minister
of
Finance
that
it
is
necessary and expedient
In
the
public Interest
that
the Crown guarantees cettain obligations
of
the
PrincipalDebtor
on
the
terms
of
this Deed.
THE PARTIES AGREE
as follows:
1
INTERPRETATION
1.1
Definitions
In
this
Deed, unless
the
context requires otherwise:
Act
means
the
Crown Retail Deposit Guarantee Scheme Act 2009.
Announcement Date
means 12 October 2008.
Creditor
has the meaning given in clause 1.3.
Crown Guarantee
means
the
Crown guarantee in clause 2.2
of
this Deed.
1794445
1
1794446
Debt
Security:
(a)
has
the meaning given
to that
term in section 3
of
the Act,
but
as
if
thephrase "deposited with, lent to
or
otherwiseowing by any person" (ascontained in the definition
of
that
term in section 2(1)
of
the Securities Act1978) read "deposited with or lent to any person"; and(b) in relation to the Principal Debtor, means a debt security (as defined inparagraph (a)
of
this definition) issued
or
to be issued
by
the PrincipalDebtor.
Default
Event
means:(a) failure
of
the Principal Debtor
to
make payment to a Creditor in the amountand
at
the date lawfully due and payable in accordance with the terms
of
any Indebtedness, other tha n:(I) any such failure due solely
to
a bona fide dispute,
or(i)
any such failure in respect
of
Indebtedness in respect
of
which the·Crown, in accordance with clause 2.2(b), is not required
to
makepayment under clause
2.2;(b)
the Principal Debtor institutes
or
has
instituted against
it
any form
of
proceeding seeking:(i) the appointment
of
a liquidator, provisional liquidator, voluntary
administrator, receiver, receiver and manager, or similar person; or
(ii) a judgement
of
insolvency
or
bankruptcy;or any similarrelief in respect
of
the
PrinCipal
Debtor, provided that,
If
anysuch proceedingis, within
14
days after
it
is
instituted, withdrawn
or
challenged by proceedings which the Principal Debtor is advised by its legaladvisors have a reasonable prospect
of
success,
It
shall
be
deemed not
to
have occurred
for
the purposes
of
this Deed (unless and until suchchallenge
is
unsuccessful);(c) thePrincipal Debtor becomes subject to the appointment
of
a voluntaryadministrator, liquidator, provisional liqUidator, receiver, receiver and
manager, or similar person;
(d) the Principal Debtor
has
a secured party take possession
of
all
or
substantially all its assets,
or
has
a distress, execution
or
attachment
or
2
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