New Zealand Gazette – 2011 – No. 93

Page 2753

✨ Tekapo Deed Supplement

5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2753

TEKAPO DEED

6.3 Deed supplemental
This deed is intended to clarify the meaning and intent of the Power Agreements and the 2007 Agreement in light of the sale of the Tekapo Assets and shall be supplemental to each of those agreements. Except as provided in clause 4.3, nothing in this deed shall alter, add to or reduce any of the rights and obligations of any of the parties under any of the Power Agreements and/or the 2007 Agreement nor create any new rights and obligations. Each of the Power Agreements and the 2007 Agreement shall be read together with this deed and in the conduct of their respective relationships, the parties to each of the Power Agreements and the 2007 Agreement shall act in accordance with this deed.

7 FURTHER ASSIGNMENT

7.1 No separation of the Tekapo Assets from the Water Management Agreement
Meridian shall withhold any consent that it is entitled to withhold to:

(a) any assignment of Genesis’ obligations under the Water Management Agreement with Meridian to a person who does not also own or control the Tekapo Assets; or

(b) any transfer of the Tekapo Assets to a person who is not also a party to or assignee of that water management agreement,

7.2 Further Meridian confirmation
If Meridian’s consent is sought to an assignment or transfer described in clause 7.1(a) or (b), Meridian shall not consent to that assignment or transfer unless it provides:

(a) to RTAP the confirmation provided in clause 3.1 of this deed (if the Power Agreements are in force at the date of Meridian’s consent) but with regard to the circumstances as at the date of that consent; and

(b) to NZAS the undertaking provided in clause 4.2 of this deed (if the 2007 Agreement is in force at the date of Meridian’s consent).

7.3 Transfer of the Water Management Agreement
Meridian may not, without NZAS’ prior written consent (not to be unreasonably withheld), assign or transfer any of its rights or obligations under the Water Management Agreement to a third party other than a wholly-owned subsidiary (as that term is defined in the Companies Act 1993) of Meridian. In considering whether to give its consent under this clause, NZAS may take into account only any change in Meridian’s financial capability.

8 RTAP AND NZAS CONSENTS
In consideration for the confirmations and undertakings set out in this deed, each of RTAP and NZAS consents to the transfer of the Tekapo Assets from Meridian to

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