27 SEPTEMBER 2007 NEW ZEALAND GAZETTE, No. 106 2809

5. The partnership shall commence upon registration of
   this certificate, pursuant to section 54 of the Partnership
   Act 1908, and, subject to the provisions in the deed of
   participation relating to earlier dissolution or renewal,
   shall terminate upon the expiry of seven years from
   the date of registration of this certificate.

Schedule
General Partner

Name and Address Capital Contribution

Southern Spars Holdings GP Limited,
a duly incorporated company having
its registered office at WHK Gosling
Chapman (a division of WHK (NZ)
Limited), Level 6, WHK Gosling
Chapman Tower, 51–53 Shortland
Street, Auckland 1010

$Nil

Execution:
DAVID JOHN GLEN, Director.
Acknowledged before me this 21st day of September 2007:
IAN BOYD–BELL, J.P.

Special Partners

Name and Address Capital Contribution

North Marine Group, LLC, a
Wisconsin limited liability company
with its registered office at 630
Riverfront Drive, Suite 230,
Sheboygan, Wisconsin, United States
of America

NZ$1,910,197.00

Execution:
DAVID JOHN GLEN, Attorney.

Name and Address Capital Contribution

Arguello Antipodean Associates,
LLC, a Delaware limited liability
company with its registered office
at c/o Incorporating Services, Ltd.,
3500 South DuPont Highway, Dover,
County of Kent, Delaware, 19901,
United States of America

NZ$289,424.00

Execution:
DAVID JOHN GLEN, Attorney.

Name and Address Capital Contribution

PAL Corporation Limited, a limited
liability company with its registered
office at 29 Armadale Road,
Remuera, Auckland

NZ$115,770.00

Execution:
DAVID JOHN GLEN, Attorney.

Acknowledged by each of the above Special Partners before
me this 21st day of September 2007:
IAN BOYD–BELL, J.P.

pn6707

1. The name of the Special Partnership is Southern
   Rigging GP Limited and Company.

2. The names, addresses, occupations and capital
   contributions of the General Partner and Special
   Partners are as set forth in the Schedule.

3. The objects of the partnership are:

   (a) to establish and carry on in Auckland,
   New Zealand, Nevada, United States of
   America and elsewhere throughout the world
   the business of the manufacture and sale of spars,
   hydraulic equipment associated with spars, and
   sail and spar rigging and all other products
   and services associated with those activities, and
   to undertake and carry out all other things which,
   in the opinion of the General Partner and
   the Special Partners, may be conveniently or
   profitably undertaken by the partnership, whether
   or not such things shall be similar in nature to the
   above objects and whether or not the partnership
   is engaged in the above objects;

   (b) to purchase, lease, take on hire or by any other
   means acquire any real or personal property, any
   right, licences, privileges or easements which
   the partnership may think necessary or convenient
   for the purposes of the partnership business;

   (c) to manage, maintain, develop, exchange,
   mortgage, lease, sell or otherwise deal with
   or dispose of all or any part of the property
   and rights of the partnership; and

   (d) to borrow, grant guarantees and indemnities,
   make investments, hold shares in companies
   (whether limited or unlimited liability) and do
   all other things which are necessary or desirable
   in connection with the Partnership Business.

4. The principal place from which the partnership
   business will be conducted is 117 Pakenham Street,
   Auckland, New Zealand.

5. The partnership shall commence upon registration of
   this certificate, pursuant to section 54 of the Partnership
   Act 1908, and, subject to the provisions in the deed of
   participation relating to earlier dissolution or renewal,
   shall terminate upon the expiry of seven years from
   the date of registration of this certificate.

Schedule
General Partner

Name and Address Capital Contribution

Southern Rigging GP Limited, a duly
incorporated company having its
registered office at WHK Gosling
Chapman (a division of WHK (NZ)
Limited), Level 6, WHK Gosling
Chapman Tower, 51–53 Shortland
Street, Auckland 1010

$Nil

Execution:
DAVID JOHN GLEN, Director.
Acknowledged before me this 21st day of September 2007:
IAN BOYD–BELL, J.P.

Certificate of Special Partnership

Special Partners

In the High Court of New Zealand, Auckland Registry
CIV-2007-404-5903
In the matter of Part II of the Partnership Act 1908, and
in the matter of Southern Rigging GP Limited
and Company

It is hereby certified, pursuant to section 51 of the
Partnership Act 1908, that:

Name and Address Capital Contribution

North Marine Group, LLC, a
Wisconsin limited liability company
with its registered office at 630
Riverfront Drive, Suite 230,
Sheboygan, Wisconsin, United States
of America

NZ$3,758,575.00