1 MARCH NEW ZEALAND GAZETTE

between LCH, SFECH and the Exchange to be the termination of LCH’s appointment as clearing house of the Market or might on 20 January 1995 whichever is the earlier;

"Business Day" means a day on which the Market is open for trading;

"Clearing Agreement" means the Agreement referred to in Recital A, as novated in the manner described in Recital B;

"Clearing Guarantees" means the guarantees by and the obligations of LCH to each Clearing Member under the LCH Regulations as the other party to each open contract traded on the Market and registered in the name of that Clearing Member, to perform the obligations of a seller or a buyer as the case may be under that open contract, as a principal to each such Clearing Member and also includes the obligations contained within the Clearing Agreement and arrangements between LCH and Clearing Members to give effect to the Clearing Agreement;

"Clearing Members" means the persons to whom LCH provides Clearing Guarantees on or immediately before the Agreed Date;

"Escrow Agent" means the person appointed by SFECH in accordance with clause 6.1 or such other person as is agreed by the parties, or is appointed by LCH in accordance with clause 6.1;

"Escrow Funds" means the total of the amounts held by LCH at 2.00pm on the date referred to in clause 5.1 for all Clearing Members in respect of initial margin liabilities and buffer-amounts for NZFOE Contracts, to the intent that the term “buffer amounts” refers to any additional amount which LCH may call in accordance with Regulation 12 of the LCH Regulations;

"Exchange" means New Zealand Futures & Options Exchange Limited (formerly known as Aklav Number Thirty Nine Limited);

"Guarantee Obligations" means the obligations to guarantee arising under clause 2.01 of the Clearing Agreement as described in Recital F;

"Information Disclosure Agreement" means the agreement between LCH (then known as the International Commodities Clearing House Limited) and New Zealand Futures & Options Exchange Limited (formerly known as New Zealand Futures Exchange Limited) dated 19 August 1991;

"LCH" means The London Clearing House Limited;

"LCH Regulations" means the regulations entitled Membership Rules and Regulations of the London Clearing House Limited for use in clearing the Market;

"Market" means the market for the trading of futures and options contracts conducted by the Exchange;

"NZFOE Contracts" means contracts traded on the Market and registered by LCH;

"Service Bureau Agreements" means the agreements between the Exchange and SunGard for the supply to the Market of the Automated Trading System as described in the Clearing Agreement and the agreement between SFECH and SunGard for the provision of clearing facilities, on a service bureau basis;

"SFECH" means the Sydney Futures Exchange Clearing House Pty Limited;

"SunGard" means SunGard New Zealand Limited;

"Ticker Service Agreement" means the agreement between LCH (then known as International Commodities Clearing House Limited) and New Zealand Futures & Options Exchange Limited (then known as New Zealand Futures Exchange Limited) dated 7 October 1985.

1.2 Construction

In this document, unless the context otherwise requires:

(a) words importing:

(i) the singular include the plural and vice versa; and
(ii) any gender include the other genders;

(b) an obligation of two or more parties shall bind them jointly and severally;

(c) if a word or phrase is defined cognate words and phrases have corresponding definitions;

(d) a reference to:

(i) a person includes a corporation and a body politic;
(ii) a person includes the legal personal representatives, successors and assigns of that person;
(iii) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them made by any legislative authority;
(iv) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes telex and facsimile transmission;
(v) time is to local time in Auckland;
(vi) a person which has ceased to exist or has been reconstituted, amalgamated, reconstructed or merged, or the functions of which have become exercisable by any other person or body in its place shall be taken to refer to the person or body established or constituted in place of or by which its functions have become exercisable;

(e) a reference to moneys held by LCH means moneys held in cash by LCH and moneys standing to the credit of any account with a bank or other financial institution, where LCH has the capacity to control that account, directly or indirectly;

(f) a reference to an amount of currency is a reference to that amount in New Zealand Dollars.

2. COMING INTO EFFECT OF THIS DEED

2.1 The coming into effect of this Deed and the consequent obligations of the parties under this Deed are conditional upon:

(a) the authority of the Exchange to sign this Deed as agent for and on behalf of all Clearing Members being ratified and confirmed by amendments to the rules of the Exchange; and

(b) the coming into effect of the Service Bureau Agreements and notification by SunGard that the facilities to be provided pursuant to those agreements are available for use by the Exchange and SFECH.

2.2 The Exchange may establish its authority to sign this Deed for the purposes of clause 2.1 by effecting amendments to its Rules. The Exchange warrants that such amendments will give it that authority.

2.3 If this Deed has not come into effect by midday on 19 January 1995 it shall terminate immediately.

2.4 The validity of the Notice of Termination of the Clearing Agreement which has been given to the Exchange by LCH (the receipt of which is acknowledged by the Exchange) and to take effect at midnight on 20