936 NEW ZEALAND GAZETTE No. 17

hereby guarantees to the Company and to each Dealer the performance by, ____

(Full legal name of Trading Permit Holder)

(the “Guaranteed Trading Permit Holder”) of all Market Contracts entered into by, or allocated to and confirmed by, the Guaranteed Trading Permit Holder and undertakes that it will cause all such Market Contracts to be registered by the Clearing House in the name of the Guarantor Clearing Member except where a Market Contract is allocated to, and such allocation is confirmed by, another Clearing Member or by another Trading Permit Holder in respect of which a current Clearing Member Guarantee is in existence.

The liability of the Guarantor Clearing Member under this guarantee and undertaking is unconditional and shall not be affected by anything which, but for this provision, might operate to release the Guarantor Clearing Member from its obligations including, without limiting the generality of the foregoing:

(a) any transaction or arrangement that may take place between the Guarantor Clearing Member or the Guaranteed Trading Permit Holder and any other person; or

(b) the liquidation of the Guaranteed Trading Permit Holder or any other person.

This guarantee and undertaking shall remain in full force and effect unless terminated by the Guarantor Clearing Member by notice in writing to the Company and the Guaranteed Trading Permit Holder but termination shall not affect the rights of the Company or any Dealer under this guarantee and undertaking in respect of Market Contracts entered into by, or allocated to and confirmed by, the Guaranteed Trading Permit Holder prior to notification of such termination to Trading Permit Holders by the Company.

Terms used in this guarantee and undertaking which are not defined in this guarantee and undertaking but which are defined in the Rules shall have the meaning given to them by the Rules.

DATED this __ day of _____ 19____

EXECUTION AS A DEED

THE COMMON SEAL of the GUARANTOR CLEARING MEMBER was affixed in the presence of:

___ Director

___ Director/Secretary

35. By inserting the following new schedule as Schedule 5:

SCHEDULE 5

THIS DEED is made on

BETWEEN

NEW ZEALAND FUTURES & OPTIONS EXCHANGE LIMITED of 10th Level, Stock Exchange Centre, 191 Queen Street, Auckland, New Zealand (“the Exchange”)

AND

SYDNEY FUTURES EXCHANGE CLEARING HOUSE PTY LIMITED of 30-32 Grosvenor Street Sydney NSW 2000 (“SFECH”)

AND

THE LONDON CLEARING HOUSE LIMITED of 1st Floor 105 Symonds Street Auckland New Zealand (“LCH”)

RECITALS

A By Agreement dated 21 January 1985 (“the Clearing Agreement”), New Zealand Futures and Options Exchange Limited (then known as “New Zealand Futures Exchange Limited”) appointed LCH (then known as “International Commodities Clearing House Limited”) as the clearing house of the Market.

B By Agreement for Novation dated 17 December 1992 (“the Novation Agreement”) the rights and obligations of New Zealand Futures & Options Exchange Limited under the Clearing Agreement, the Ticket Service Agreement and the Information Disclosure Agreement were novated in favour of the Exchange (then called “Aklav Number Thirty Nine Limited”).

C LCH has agreed to the termination of its appointment as clearing house of the Market such termination to take effect at the Agreed Time with SFECH to be appointed in its stead, effective from the time of such termination notwithstanding any other termination date arising pursuant to the terms of the Clearing Agreement.

D Under Clause 2.01 of the Clearing Agreement, LCH has agreed to register and clear, and to guarantee to Clearing Members the fulfillment by the other party of, all contracts traded on the Market and which are registered by LCH.

E Under Clause 9.04 of the Clearing Agreement, on termination of the Clearing Agreement, LCH is entitled, after consultation with the Exchange, to make such arrangements with regard to contracts traded on the Market which are still open at the date of termination as LCH may in its sole discretion deem expedient.

F The Exchange wishes to make arrangements for:

(a) LCH to be released from all obligations arising pursuant to the Clearing Agreement (“the Clearing Obligations”); and the Novation Agreement and the Ticket Service Agreement and the Information Disclosure Agreement and for all those agreements to be terminated.

(b) LCH to be released from the Clearing Guarantees.

(c) SFECH pursuant to a separate agreement to assume the obligations of clearing house for the Exchange and pursuant to that agreement and pursuant to and in accordance with the By-Laws of SFECH and the Rules of the Exchange to register and assume the counterpart obligation to contracts registered with or registrable with LCH as at the Agreed Time.

(d) SunGard to enter into the Service Bureau Agreements.

G LCH will acknowledge that the arrangements made pursuant to Recital F hereof will constitute satisfactory arrangements for the purpose of Clause 9.04 of the Clearing Agreement, and will release any further right it may have under that Clause.

H The Exchange is prepared to agree to release LCH from the Guarantee Obligations and Clearing Obligations, and to provide in this Deed for a release by Clearing Members of the Clearing Guarantees, upon the conditions set out in this Deed.

THIS DEED WITNESSES

1. INTERPRETATIONS

1.1 Definitions

In this document unless the context otherwise requires:

“Agreed Date” means the day on which the Agreed Time occurs;

“Agreed Time” means the date and time agreed