In the High Court of New Zealand, Auckland Registry
In the matter of Part II of the Partnership Act 1908, and
in the matter of JACOMNZ Limited and Company, being the special partnership:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the special partnership is JACOMNZ Limited and Company.
2. The names, addresses and capital contributions of
the General Partner, Initial Special Partner and
New Special Partners are set out in the Schedule below.
3. The business of the partnership will be as follows:
(i) Initially advance a sum of $5,000,000.00 to No 1 Queen Street Limited, the owners of the property known as No 1 Queen Street Auckland, such sum to be secured by a second registered mortgage over the same property; and
(ii) secondly an amount of $5,850,000.00 will be invested by way of an advance to Britomart Point Supermarket Limited, the vendor of the supermarket site which is being purchased by the partnership at an interest rate of 9% per annum payable calendar monthly in arrears, the principal sum to be secured by way of a second mortgage over the title to the supermarket property.
The funds would initially be placed on deposit at Westpac in JACOMNZ's name on the date when the second advance is due for payment or earlier by mutual agreement, and released to the vendor:
(a) upon receipt of a satisfactory construction certification, such certification to be on a cost to complete basis;
(b) upon a separate title having been issued for the supermarket site;
(c) upon Westpac agreeing to limit its priority under its first mortgage to $14,800,000.00 plus interest and costs; and
(d) upon completion of suitable second mortgage documentation.
Interest earned while the sum is on deposit at Westpac will form part of the 9% payable by the vendor.
For the sake of clarity, the vendor will pay interest on the second advance monies from the date of payment at the rate of 9% per annum whether or not the funds have been invested in the second mortgage secured over the Foodtown site or placed on deposit at Westpac pending release pursuant to the terms of the proposed second mortgage.
BOTH ADVANCES WILL ONLY BE MADE IF THE GENERAL PARTNER IS SATISFIED WITH THE SECURITY OFFERED.
If the security does not satisfy the General Partner, then the total amount of $10,850,000.00 will be invested at the best possible rate with a registered bank (as that term is defined in the Reserve Bank of New Zealand Act 1989).
If the bank investment fails to produce the 9% interest rate required by the purchaser under the Agreement for Sale and Purchase in respect to the Foodtown site, the vendor will reimburse one-half of the shortfall to JACOMNZ Limited monthly and in arrears. JACOMNZ will make up the difference so that the special partner receives the targeted income of 8% per annum; and
(iii) upon completion of the development, purchase the building and carparks to be known as Foodtown Auckland City Supermarket, currently under construction on a site at the corner of Quay and Tangihua Streets, Auckland City, New Zealand.
4. The principal place at which the business of the partnership shall be situated is at JACOMNZ Limited, care of Takeshi Kato, 11 Beresford Street, Bayswater, Auckland.
5. The partnership commenced on the 2nd day of September 2003, upon registration of a certificate as required by section 54 of the Partnership Act 1908 at the High Court of New Zealand (Auckland Registry) under No. SP6/03. The partnership shall terminate after seven years or at such other time as the Partnership Deed allows.
Schedule
General Partner
Name and Address Capital Contribution
JACOMNZ Limited, care of Takeshi Kato, 11 Beresford Street, Bayswater, Auckland $Nil
Signed by the directors of JACOMNZ Limited:
CHRISTOPHER DOUGLAS WILEY and TAKESHI KATO.
Acknowledged Before a Justice of the Peace:
DONALD F. MCKAY, J.P., Takapuna.
Initial Special Partner
Name and Address Capital Contribution
Takeshi Kato, 11 Beresford Street, Bayswater, Auckland $250,000.00
Signed by the Special Partner:
TAKESHI KATO.
Acknowledged Before a Justice of the Peace:
DONALD F. MCKAY, J.P., Takapuna.
Register of New Special Partners
Names and Addresses Capital Contribution
Chieko Hamada, 2-12 Ichioka-chq, Mizuho-ku, Nagoya City, Aichi, Japan $2,000,000.00
Taizo Hashimoto, 6-16 Nishihamara, Yokkaichi City, Mie, Japan $1,600,000.00
Toshiko Hosoi and Yasuhiro Hosoi, 1051-3 Hashie-cho, Isezaki City, Gunma, Japan $200,000.00
Lee Woo Shik / Yuuki Iwamoto, 3-93-16 Yoshino Cho, Sohara, Kakamigahara City, Gifu, Japan $200,000.00
Veridque Limited, 91 College Hill, Ponsonby, Auckland $1,702,625.00
Keiko Niwa, 2-53-2 Higashiyama, Motomachi, Chikusa-ku, Nagoya, Japan $800,000.00
Kenji Niwa, 2-53-2 Higashiyama, Motomachi, Chikusa-ku, Nagoya, Japan $2,000,000.00
Masamitsu Sato, 5-4-36 Minami Machi, Suzurandai, Kita-ku, Kobe, Japan $1,400,000.00
Masamitsu Tachibana, 1095-113 Higashimachi, Yashiwa, Takamatsu City, Kagawa, Japan $1,400,000.00
Shigenobu Koyamai, 1-8-1 Eda-Higashi, Tsuzuki-ku, Yokohama, Japan $200,000.00
Harumi Kato, 11 Beresford Street, Bayswater, Auckland $250,000.00
Acknowledged and signed for and on behalf of each of the persons listed in the above Schedule by their authorised attorney:
JACOMNZ LIMITED.
Signed by the directors:
CHRISTOPHER DOUGLAS WILEY and TAKESHI KATO.
Acknowledged Before a Justice of the Peace:
DONALD F. MCKAY, J.P., Takapuna.