25 MARCH NEW ZEALAND GAZETTE 907

(j) A letter from the trustees of the Tuaropaki Trust to ECNZ (Mark France) dated 23 January 1998.

(k) The Memorandum of Encumbrance between ECNZ and Tuaropaki Power Company Limited (pursuant to the Use of System Agreement) (undated).

(l) The Memorandum of Encumbrance between ECNZ and Transpower New Zealand Limited (pursuant to the Licence Agreement) (undated).

(m) The Confirmation Agreement between ECNZ, Tuaropaki Power Company Limited, and Westpac Banking Corporation dated 24 December 1997.

(n) The Security Assignment granted by Tuaropaki Power Company Limited in favour of ECNZ (to secure certain hedge obligations) dated 24 December 1997.

(o) The Hedge Contract between ECNZ and Tuaropaki Power Company Limited dated 24 December 1997.

(p) An agreement between ECNZ and New Zealand Rowing and the New Zealand Sports Foundation, relating to annual sponsorship for the period 1 July 1997 to 30 July 2000.

If ECNZ and Waikato SOE are unable to arrange for any of the above agreements to be novated or assigned by the settlement time then ECNZ will, in accordance with clause 2.5 (c) of the Draft Waikato Agreement, hold that agreement on trust for the benefit of Waikato SOE and Waikato 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 Waikato SOE to enter into New Contracts

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

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

(b) A deed of assumption and release between ECNZ, Waikato 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 to the Draft Waikato Agreement.

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

(d) An offsetting hedge contract between ECNZ and Waikato SOE, Huntly 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 Waikato SOE and Transpower New Zealand Limited relating to the interim connection of the power stations 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 Waikato SOE and Huntly 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 with 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.

ECNZ and Waikato 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 to 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 Waikato SOE or which will impact on Waikato 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 Waikato SOE by $2,500,000 or more except with prior consultation with Waikato SOE and, if the contract does not form part of ECNZ’s current business plan, with the approval of Waikato SOE. Consultation and approval will not be required in emergency situations.

9. Transfer of Generation Group Employees

Waikato SOE is to work in co-operation with ECNZ regarding ECNZ terminating the employment of the Generation Group Employees at the same time as Waikato 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 Waikato SOE than ECNZ has at settlement time.

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

Waikato 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.

Land Transfer Act 1952

Notice of Disclaimer Under Section 338 of the Companies Act 1955

In the matter of the Land Transfer Act 1952, and in the matter of section 338 of the Companies Act 1955, and in the matter of Tawa Central Limited:

Take notice that I, Alan Esmond Bolland, Secretary to the Treasury, pursuant to section 338 of the Companies Act 1955, hereby disclaim for and on behalf of Her Majesty the Queen, all right, title and interest of Her Majesty the Queen in all that parcel of land containing one hundred and