Ngai Tahu Settlement

3.3 Provision of Preliminary Information Package

Upon receipt of the confidentiality undertaking referred to in
clause 3.2.3 duly executed by Te Runanga, the Crown Owner shall provide
the Preliminary Information Package to Te Runanga.

4 DISPOSAL NOTICE

4.1 Crown Owner shall give Disposal Notice

4.1.1 If the Crown Owner decides to Dispose of any or all of
the Milford Airport Assets and has complied with clause 3, then, unless
clause 2.2 applies or this Deed otherwise permits the Crown Owner to
Dispose of the Milford Airport Assets without compliance with this clause, the
Crown Owner shall give a Disposal Notice to Te Runanga. The Disposal Notice
shall:

(a) be in writing;

(b) have a Disposal Offer attached to it; and

(c) specify the Indication Date, which shall be a date not less
than 10 Business Days after the date on which the Disposal Notice was
given.

4.1.2 If the Crown Owner decides to Dispose of any or all of
the Milford Airport Assets and is required to give a Disposal Notice under
clause 4.1.1 but has not complied with clause 3, it shall, before
it gives a Disposal Notice under clause 4.1.1 comply with clause 3
and, in addition, (subject to receipt of a confidentiality undertaking under
clause 3.2.3) provide to Te Runanga a copy of any information which it
has provided to any other prospective purchaser of the Milford Airport Assets
and which is not included in the Preliminary Information Package.

4.2 Crown Owner may market Milford Airport Assets

4.2.1 Nothing in clause 4.1 prevents the Crown Owner
from attempting to Dispose of the Milford Airport Assets to any person but the
Crown Owner shall not:

(a) effect a Disposal of any or all of the Milford Airport
Assets to a person other than Te Runanga except in accordance with the
requirements of this Deed; or

(b) enter into a contract to Dispose of any or all of the
Milford Airport Assets to a person other than Te Runanga, unless such contract
is conditional upon the Crown Owner first complying with this Deed and becoming
entitled to Dispose of any or all of the Milford Airport Assets to that person
under the terms of this Deed.

4.2.2 In clause 4.2.1, attempting to Dispose of any or
all of the Milford Airport Assets means any of:

(a) making an offer to Dispose of any or all of the Milford
Airport Assets to any person;

(b) encouraging or inviting from any person an offer to
acquire, or an expression of interest in acquiring, any or all of the Milford
Airport Assets; or

(c) making a counter-offer to a person or negotiating with a
person about an offer made by a person in relation to any or all of the Milford
Airport Assets.

4.3 Information Package

4.3.1 If the Crown Owner has attempted to dispose of any or all
of the Milford Airport Assets pursuant to clause 4.2, it shall (subject
to receipt of a confidentiality undertaking under clause 3.2.3) provide
to Te Runanga on or before the date of the Disposal Notice the same package of
information that was provided to other prospective purchasers of any or all of
the Milford Airport Assets.

4.3.2 Subject to clause 4.3.3, if the Crown Owner has
not attempted to dispose of any or all of the Milford Airport Assets pursuant to
clause 4.2, it shall provide to Te Runanga with the Disposal Notice such
information which is available to it and which it is entitled to disclose as is
required to make the information contained in the Preliminary Information
Package current and up to date, and shall ensure that such information
includes:

(a) the financial statements of the Crown Owner in respect of
the operation of the Milford Airport Assets (if any) and other material
financial and operating data relating to the operation of the Milford Airport
Assets for its three most recent financial reporting periods;

(b) a description of the Milford Airport Assets, including
summaries of, or copies of, contracts to which the Crown Owner is a party which
are included in the Milford Airport Assets and a description of the major
physical assets included in the Milford Airport Assets; and

4.3.3 Nothing in clause 4.3.2 requires the Crown Owner
to disclose to Te Runanga any confidential information which the Crown Owner is
not entitled to disclose to Te Runanga or which is not in the Crown Owner's
possession. However, the Crown Owner shall use reasonable endeavours to persuade
the person holding such information to provide (or to permit the Crown Owner to
provide) to Te Runanga the information referred to in clause 4.3.2 in a
timely manner.

4.3.4 During the period between the date of the Disposal Notice
and the earlier of the dates referred to in paragraphs (a) and (b)
of clause 9, the Crown Owner shall:

(a) if clause 4.3.1 applies, provide to Te Runanga any
information which it provides to the other prospective purchasers of the Milford
Airport Assets at or about the same time as it provides it to such other
prospective purchasers. Nothing in this clause requires the disclosure to Te
Runanga of information provided to a prospective purchaser in the course of due
diligence in response to a request from that person unless the information is
provided to prospective purchasers generally; or

(b) if clause 4.3.2 applies, provide to Te Runanga such
information which is available to it and which it is entitled to disclose as is
required to keep the information previously provided to Te Runanga current and
up to date.

4.4 Access to Information

The Crown Owner may, instead of providing information to Te
Runanga, provide for Te Runanga to have reasonable access to that information.
Where the Crown Owner provides such access, it will be deemed for the purposes
of this Deed to have provided the information to which access has been provided.
Nothing in this clause 4.4 affects the Crown Owner's obligations under
clause 6.

5 DISPOSAL OFFER

5.1 Contents of Disposal Offer

The Disposal Offer shall:

5.1.1 comprise an offer by the Crown Owner to Te Runanga to
Dispose of the Milford Airport Assets to Te Runanga, which shall be capable of
acceptance by Te Runanga upon receipt;

5.1.2 set out all the terms and conditions of the proposed
Disposal, including the price; and

5.1.3 specify the Acceptance Date, which shall be a date not
less than 40 Business Days after the date on which the Disposal Notice was
given.

5.2 Te Runanga's Response

Te Runanga may, by the Indication Date, either:

5.2.1 give notice to the Crown Owner that it does not wish to
purchase the Milford Airport Assets, in which case the Disposal Offer will lapse
at the time at which Te Runanga gave notice under this clause 5.2.1 and
clause 10 will apply accordingly; or

5.2.2 give notice to the Crown Owner that it may wish to
purchase the Milford Airport Assets, in which case the Crown Owner shall not
Dispose of the Milford Airport Assets to any person other than Te Runanga unless
and until it has complied with the requirements of this Deed.

5.3 No Response

If Te Runanga gives no response to the Disposal Notice by the
Indication Date, it will be deemed to have given a notice under clause
5.2.2 at 5.00 pm on the Indication Date.

6 DUE DILIGENCE PROCESS

6.1 Arrangements for Due Diligence

If Te Runanga has given, or is deemed to have given, a notice
under clause 5.2.2, the Crown Owner shall forthwith make arrangements to
permit Te Runanga to undertake a Due Diligence Process relating to the Milford
Airport Assets during the period between the Actual Indication Date and the
Acceptance Date.

6.2 Process for Due Diligence

Subject to clause 6.3:

6.2.1 if the Crown Owner has attempted to Dispose of the
Milford Airport Assets pursuant to clause 4.2, the Due Diligence Process
in which Te Runanga will be permitted to participate will be no more restrictive
and no less comprehensive than the process previously permitted for any other
prospective purchasers of the Milford Airport Assets; or

6.2.2 if the Crown Owner has not attempted to Dispose of the
Milford Airport Assets under clause 4.2, the Due Diligence Process in
which Te Runanga will be permitted to participate will be no more restrictive
and no less comprehensive than the process which the Crown Owner intends to
permit for other potential purchasers of the Milford Airport Assets, and will in
any event provide for Te Runanga to inspect, or have access to, such information
as would be reasonably required by a prospective purchaser of the Milford
Airport Assets for the purposes of formulating an offer to purchase the Milford
Airport Assets.

6.3 Confidential Information

Nothing in clause 6.1 or clause 6.2 requires the
Crown Owner to disclose to Te Runanga information which it is not legally
entitled to disclose or which is not in the Crown Owner's possession, but the
Crown Owner shall use reasonable endeavours to persuade the person holding such
information to provide (or permit the Crown Owner to provide) in a timely manner
to Te Runanga any information which is in such person's possession that is
reasonably required by Te Runanga for the purposes of formulating an offer to
purchase the Milford Airport Assets.

7 NEGOTIATION

7.1 Negotiation

During the period between the Actual Indication Date and the
Acceptance Date, the Crown Owner and Te Runanga shall, through their respective
representatives, negotiate in good faith to attempt to conclude an agreement for
the Disposal of the Milford Airport Assets to Te Runanga.

7.2 Obligations not implied

The agreement of the parties to negotiate in good faith
referred to in clause 7.1:

7.2.1 shall not be taken as implying an obligation
on:

(a) Te Runanga to accept the Disposal Offer or any other offer
made to it during the negotiations referred to in clause 7.1;
or

(b) the Crown Owner to accept any offer made to it during the
negotiations referred to in clause 7.1 which is, in the opinion of the
Crown Owner, on More Favourable Terms than any contract entered into under
clause 4.2.1(b) or any bona fide offer already received by the Crown
Owner from any other person; and

7.2.2 shall not require the Crown Owner or Te Runanga to act in
a manner which is, respectively, inconsistent with its own commercial
interest.

7.3 No obligation to make offer

Nothing in this Deed imposes an obligation on Te Runanga to
make a counter-offer to the Crown Owner in response to a Disposal
Offer.

8 ACCEPTANCE OF DISPOSAL OFFER

8.1 If Te Runanga accepts the Disposal Offer or otherwise
agrees to purchase the Milford Airport Assets on terms and conditions (including
price) agreed with the Crown Owner before or at 5.00 pm on the Acceptance Date,
then the sale of the Milford Airport Assets shall be completed on the Settlement
Date.

8.2 Any acceptance of the Disposal Offer shall be effected by
giving notice to the Crown Owner. Such notice shall include a statement that the
acceptance of the Disposal Offer is unconditional or subject only to any
conditions referred to in the Disposal Offer.

9 NON-ACCEPTANCE OF OFFER

If:

9.1 Te Runanga does not accept the Disposal Offer or otherwise
agree to purchase the Milford Airport Assets on terms and conditions (including
price) agreed with the Crown Owner before or at 5.00 pm on the Acceptance Date;
or

9.2 Te Runanga gives notice to the Crown Owner that it declines
the Disposal Offer at or before that time,

the Disposal Offer will lapse at the earlier of:

(a) the time at which Te Runanga gave notice declining the
Disposal Offer; and

(b) 5.00 pm on the Acceptance Date.

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