25 MARCH NEW ZEALAND GAZETTE 901

(m) A guarantee by Rolls-Royce Power Engineering plc in favour of ECNZ dated 1 August 1995.

(n) A memorandum of transfer and grant of easement in gross from NZ Forest Products Limited in favour of ECNZ and Kinleith Cogeneration Limited dated 3 November 1995.

(o) A loan agreement between ECNZ, Kinleith Cogeneration Limited and Westpac Banking Corporation dated 28 June 1995.

(p) The Plant Construction and Acquisition Deed between ECNZ and Kinleith Cogeneration Limited dated 28 June 1995.

(q) The Electricity Purchase Agreement between ECNZ and Kinleith Cogeneration Limited dated 28 June 1995.

(r) All outstanding variable rate debentures issued pursuant to the Debenture Issue Facility Agreement between ECNZ and Kinleith Cogeneration Limited dated 19 July 1995.

(s) Deposit Agreement between Kinleith Cogeneration Limited and ECNZ dated 19 July 1995.

(t) The Agreement on Science and Technology Fairs between ECNZ and the Royal Society of New Zealand (together with related Regional Science Fair contracts) for the calendar year 1999.

(u) Memorandum of lease B.426586.6 (South Auckland Registry) from Tainui Corporation Limited.

(v) Deed of licence to occupy reserve land with Waikato District Council dated 4 August 1998.

(w) Switchyard agreement with Transpower New Zealand Limited.

If ECNZ and Huntly SOE are unable to arrange for any of the above agreements to be novated or assigned with effect from the settlement time then ECNZ will, in accordance with clause 2.5 (c) of the Draft Huntly Agreement, hold that agreement on trust for the benefit of Huntly SOE and Huntly SOE will be responsible for the performance of ECNZ’s obligations under that agreement and will indemnify ECNZ for any liability arising from that agreement.

7. ECNZ and Huntly SOE to enter into New Contracts

ECNZ and/or Huntly SOE (as the case may be) are to enter into the following agreements with effect from the settlement time:

(a) An agreement between Huntly SOE and the Crown under which the Crown will provide equity funding to Huntly SOE.

(b) A deed of assumption and release between ECNZ, Huntly SOE and the Crown relating to certain rights and obligations of the parties arising under the Crown Sale Deed substantially in the form set out in Schedule 3 of the Draft Huntly Agreement.

(c) An agreement between Huntly SOE and ECNZ under which ECNZ will provide establishment funding to Huntly SOE. This will be on back-to-back terms with ECNZ’s current debt obligations.

(d) An offsetting hedge contract between ECNZ and Huntly SOE, Waikato SOE and South Island SOE providing for the allocation, in the proportions agreed, of all hedge income received and liabilities incurred under ECNZ’s current hedge contracts and a hedge allocation agreement between ECNZ and Huntly SOE, Waikato SOE and South Island SOE under which those proportions are agreed.

(e) Heads of Agreement between Huntly SOE and Transpower New Zealand Limited relating to the interim connection of the power station to the national grid and other transmission services.

(f) Intellectual Property Agreement.

(g) The Common Store Agreement referred to in the Intellectual Property Agreement.

(h) An agreement between Huntly SOE and Waikato SOE relating to access to certain testing and communications assets owned, or to be purchased from ECNZ, by the other of them.

(i) An agreement between Huntly SOE and Waikato SOE relating to the Tongariro Offset Works Agreement.

(j) An agreement between Huntly SOE and the Tuwharetoa Maori Trust Board similar to the Heads of Agreement between ECNZ and the Tuwharetoa Maori Trust Board.

(k) An agreement between Huntly SOE, Waikato SOE and South Island SOE to provide spot and contract revenue data to an independent third party to facilitate the calculation of prices under the Comalco agreements held by South Island SOE.

(l) Deed in relation to the Fletcher Challenge heads of agreement.

ECNZ and Huntly SOE are required to enter into a loan agreement for a short term working capital facility to be provided by ECNZ during the period from the date of these directions by the settlement date.

8. Operation of Business by ECNZ prior to Settlement

ECNZ is until settlement:

(a) to continue to operate in accordance with the 1998–99 business plan and budgets, its statement of corporate intent and current management procedures and policies.

(b) to continue to operate the power stations and other assets as a reasonable and prudent operator.

(c) to not enter into any contract which would have a material impact on the future viability or competitiveness of Huntly SOE or which will impact on Huntly SOE’s cashflow by $500,000 or more in any 1 year or alter the value of the assets or liabilities to be transferred to Huntly SOE by $2,500,000 or more except with prior consultation with Huntly SOE and, if the contract does not form part of ECNZ’s current business plan, with the approval of Huntly SOE. Consultation and approval will not be required in emergency situations.

9. Transfer of Generation Group Employees

Huntly SOE is to work in co-operation with ECNZ regarding ECNZ terminating the employment of the Generation Group Employees at the same time as Huntly SOE makes those employees formal offers of employment on substantially the same terms and conditions as the employees’ current arrangements.

10. No Reliance on ECNZ

(a) ECNZ will transfer no better title to any Asset to Huntly SOE than ECNZ has at settlement time.

(b) Huntly SOE is to release ECNZ from all liability and claims in respect of the agreement, other than for performance by ECNZ under the agreement.

(c) Huntly SOE is to acknowledge that it has not relied on any statement, representation, warranty, condition, promise or undertaking by or on behalf of ECNZ at any time or under any circumstances unless expressly set out in the agreement.