Pursuant to Sections 57 and 58 of the Partnership
In the High Court of New Zealand, Auckland Registry
In the matter of sections 57 and 58 of the Partnership Act 1908, and in the matter of MFS PSP Limited and Company (formerly Waltus Prime Properties Limited and Company):
It is hereby certified, pursuant to section 58 of the Partnership Act 1908 ("the Act"), that MFS PSP Limited and Company (formerly Waltus Prime Properties Limited and Company), a Special Partnership formed pursuant to Part II of the Act and registered at the High Court of New Zealand (Wellington Registry) on or about
23 January 1998 under No. SP M22/98, is renewed as provided below:
MFS PSP Limited and Company.
2. Names, addresses and capital contributions of the General Partner and Special Partners:
General Partner Capital Contributions
MFS PSP Limited, Level Ten, 175 Queen Street, Auckland $Nil
Special Partners and Capital
As set out in the annexed Schedule.
3. Partnership business:
To establish and carry on in New Zealand and elsewhere the business of a commercial property owner and to undertake or carry on any other activity or business ancillary or incidental thereto.
4. Principal place of business:
The registered office of the General Partner is at Level Ten, 175 Queen Street, Auckland.
5. Term of the partnership:
The partnership has been renewed from 23 January 2005 (being on or about seven years from the date of registration of a certificate in accordance with section 54 of the Act) and shall now end upon the sooner to occur of:
(a) The registration of a notice of dissolution pursuant to section 62 of the Act; or
(b) 23 January 2008.
Dated this 20th day of December 2004.
Signed by MFS PSP Limited, as the General Partner, by its attorney SHELLEY ANNE HODGE, in the presence of RODERICK KAR WAH LAI, Solicitor, Auckland, and acknowledged before PAMELA HUNTER-REID, Justice of the Peace.
Signed by Trustees Executors Limited, as attorney for the Special Partners, under its common seal in the presence of YOGESH MODY, Manager, Wellington, and EVA LOTTERMOSER, Accountant, Wellington, and acknowledged before ALAN HART, Justice of the Peace.
Schedule of Special Partners
A schedule of the special partners of MFS PSP Limited and Company as at 10 December 2004, is available for review at the principal place of business of the Special Partnership.
The capital of MFS PSP Limited and Company contributed by the special partners at the time of formation of the special partnership was $10,000.00 of certified capital (constituted by two units in the special partnership), as described in clause 6.2 of the Deed of Participation Establishing a Special Partnership between Waltus Prime Properties Limited and Trustees Executors Limited (formerly The Trustees Executors and Agency Company of New Zealand Limited) dated 23 January 1998 (the Deed of Participation), and $23,665,000.00 of further capital (constituted by 4,733 units in the special partnership) as described in clause 6.3 of the Deed of Participation.