Ngai Tahu Settlement

ATTACHMENT 9.4
DEED OF GRANT OF RIGHT OF FIRST REFUSAL -
CHRISTCHURCH
INTERNATIONAL AIRPORT LIMITED
Clause 9.4)

Date:

BETWEEN

(1) TE RUNANGA O NGAI TAHU (Te
Runanga)

(2) HER MAJESTY THE QUEEN in right of New Zealand acting
by and through the Minister of Finance and the Minister of Transport (the
Crown Shareholder)

BACKGROUND

A Te Runanga and the Crown are parties to a Deed of Settlement
dated [ ] 1997.

B Pursuant to the Deed of Settlement, the Crown agreed to enter
into a deed granting to Te Runanga a right of first refusal over the Specified
Shares.

C This Deed is entered into in satisfaction of the obligation
of the Crown referred to in Recital B.

NOW THEREFORE the parties agree as
follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed, unless the context requires otherwise:

Acceptance Date means the date
specified in a Disposal Offer, by which Te Runanga shall accept the Disposal
Offer;

Actual Indication Date means the
date on which Te Runanga gives or is deemed to have given a notice under
clause 5.2.2;

Assessor means an independent third
party appointed for the purposes of clause 12;

Benchmark Offer means

(a) the Disposal Offer; or

(b) any written offer subsequently made by Te Runanga to
acquire the Specified Shares in the period referred to in clause 7.1 (or,
where Te Runanga has made more than one such written offer in that period, the
last such written offer),

whichever is on More Favourable Terms;

Business Day means a day (other
than Saturday or Sunday) on which registered banks are open for normal banking
business in Wellington and Christchurch but shall exclude any day in the period
commencing 25 December in any year and ending on 5 January in the following year
and shall be deemed to commence at 9.00 am and to terminate at 5.00
pm;

Change of Control, in relation to
the Crown Shareholder, means:

(a) any act or omission by a Crown Body which has the result
that a person other than a Crown Body has Effective Control of the Crown
Shareholder; or

(b) any arrangement entered into by the Crown Shareholder
(other than an arrangement between the shareholders of the Company in
circumstances where the Crown Shareholder does not have majority control)
pursuant to which the Crown Shareholder grants the right to manage, or otherwise
to have effective control of the management of, the assets of the Company to a
person other than the Company, the Crown Shareholder or another Crown
Body,

but does not include a Permitted Change of Control. For the
avoidance of doubt, any change in the political party or parties constituting
the New Zealand Government shall not amount to a Change of Control of any Crown
Shareholder;

Company means Christchurch
International Airport Limited;

Crown Body means the Crown (whether
acting through a Minister or otherwise) or a Crown Entity (as defined in the
Public Finance Act 1989) or a State Enterprise (as defined in the State-Owned
Enterprises Act 1986) or any company which is wholly-owned by a Crown Entity or
State Enterprise;

Deed of Settlement means the deed
referred to in Recital A;

Dispose means sell, transfer or
otherwise dispose, and Disposal has a corresponding meaning;

Disposal Notice means a notice of
the Crown Shareholder's intention to Dispose of the Specified Shares given under
clause 4;

Disposal Offer means an offer to
sell the Specified Shares to Te Runanga complying with clause
5.1;

Due Diligence Process means a
process pursuant to which the Crown Shareholder facilitates access to, and
inspection of, information about the Company and documentation relating to its
activities by prospective purchasers of the Specified Shares;

Effective Control, in relation to
the Crown Shareholder means:

(a) the legal and beneficial, or beneficial, ownership and/or
direct or indirect control by any person of any of the shares in the capital of
the Crown Shareholder or of any holding company of the Crown Shareholder
which:

(i) amount to more than 50 percent of the issued shares of the
Crown Shareholder (other than shares that carry no right to participate beyond a
specified amount in a distribution of either profits or capital);

(ii) enable that person to exercise, or control the exercise
of, more than 50 percent of the maximum number of votes that can be exercised at
a general meeting of the Crown Shareholder;

(iii) enable that person to control the composition of the
board of directors of the Crown Shareholder; or

(iv) entitle that person to receive more than 50 percent of
every dividend paid on shares issued by the Crown Shareholder, other than shares
that carry no right to participate beyond a specified amount in a distribution
of either profits or capital; or

(b) the power to govern the financial and operating policies of
the Crown Shareholder for the purpose of obtaining the benefits and/or the risks
normally associated with ownership;

Encumbrance includes any mortgage,
lien, charge or encumbrance whether equitable or otherwise over the Specified
Shares;

Indication Date means the date
specified in the Disposal Notice by which Te Runanga is required to respond to
the Disposal Notice under clause 5.2;

More Favourable Terms has the
meaning given to it in clause 1.2;

Ngai Tahu Charitable Trust means
the charitable trust known as the Ngai Tahu Charitable Trust, established by a
trust deed dated 23 March 1994;

Ngai Tahu Participant means Te
Runanga or any party associated with Te Runanga or any consortium in which Te
Runanga or any party associated with Te Runanga is a participant;

Permitted Change of Control means
Change of Control of a Crown Shareholder or of any holding company of a Crown
Shareholder where Te Runanga has given its prior written approval to the Change
of Control;

Preliminary Disposal Notice means a
notice of the Crown Shareholder's intention to Dispose of the Specified Shares,
given under clause 3;

Preliminary Information Package
means:

(a) in a case where the Crown Shareholder intends to attempt to
Dispose of the Specified Shares pursuant to clause 4.2, information which
the Crown Shareholder intends to provide to other prospective bidders for the
Specified Shares; or

(b) in a case where the Crown Shareholder does not intend to
attempt to Dispose of the Specified Shares pursuant to clause 4.2,
information which shall include the matters referred to in clause 4.3.2(a) to
(d), subject to clause 4.3.3;

Settlement Date means the date
which is 20 Business Days after:

(a) in the case where Te Runanga accepts a Disposal Offer or
otherwise agrees to purchase the Specified Shares under clause 8.1, the
later of the Acceptance Date or the date of the acceptance of the Disposal Offer
or of the agreement to purchase the Specified Shares;

(b) in a case where clause 13.2 applies, the date on
which Te Runanga gives a notice under that clause;

(i) the date on which Te Runanga and the Crown Shareholder
agree on a price for the Specified Shares under clause 15.5.1;
and

(ii) the date on which the price of the Specified Shares is
determined by arbitration under clause 15.5.2,

or, in each case, such other date as the Crown Shareholder and
Te Runanga agree;

Specified Shares means, subject to
clause 22, all of the Crown Shareholder's shares in the Company at the
date of this Deed, being 14,400,000 B Shares in the Company.

1.2 Meaning of More Favourable Terms

A reference to any Disposal terms, contract or offer (the
"firstmentioned offer") being on More Favourable Terms than any other Disposal
terms, contract or offer (the "secondmentioned offer") means that the terms and
conditions (including price) of the firstmentioned offer are, taken as a
package, more favourable from a purchaser's point of view than the terms and
conditions (including price) of the secondmentioned offer, taken as a
package.

1.3 Interpretation

In the interpretation of this Deed, unless the context requires
otherwise:

1.3.1 headings appear as a matter of convenience and are not to
affect the interpretation of this Deed;

1.3.2 words or phrases (other than proper names) appearing in
this Deed with capitalised initial letters are defined terms and bear the
meanings given to them in this Deed;

1.3.3 where a word or expression is defined in this Deed, other
parts of speech and grammatical forms of that word or expression have
corresponding meanings;

1.3.4 the singular includes the plural and vice versa, and
words importing one gender include the other genders;

1.3.5 a reference to a party to this Deed or any other document
or agreement includes that party's successors, heirs, executors and
assigns;

1.3.6 a reference to a person includes a corporation
sole and also a body of persons, whether corporate or unincorporate;

1.3.7 references to Recitals and clauses are to Recitals and
clauses of this Deed;

1.3.8 references to written or in writing include
all modes of presenting or reproducing words, figures and symbols in a tangible
and permanently visible form; and

1.3.9 a reference to a date on which something shall be done
includes any other date which may be agreed in writing between Te Runanga and
the Crown Shareholder.

2 OPERATION OF RIGHT OF FIRST REFUSAL PROVISIONS

2.1 Disposal Subject to Rights of First Refusal

Subject to clause 2.2, the Crown Shareholder shall not
Dispose of any or all of the Specified Shares until the requirements in this
Deed have been complied with.

2.2 Exceptions

The requirements in this Deed do not apply to the Disposal by
the Crown Shareholder of all (but not less than all) of its Specified Shares
to:

2.2.1 a Crown Body, so long as the Crown Body to which the
Specified Shares are Disposed takes the Specified Shares subject to the terms of
this Deed and first enters into a deed of covenant at the Crown Shareholder's
expense in favour of Te Runanga to that effect;

2.2.2 any person, if the person to whom the Specified Shares
are to be Disposed or the agreement effecting the Disposal is first approved in
writing by Te Runanga or if Te Runanga has waived its rights under this Deed by
notice to the Crown Shareholder;

2.2.3 the Company, pursuant to any offer made by the Company to
acquire its own shares on a pro rata basis; or

2.2.4 any person to which the Crown Shareholder Disposes of the
Specified Shares in order to comply with the pre-emptive rights in clause 11 of,
and the First Schedule to, the constitution of the Company (or any equivalent
provisions in any amended or substitute constitution of the Company).

2.3 Pre-emptive Rights

2.3.1 Te Runanga acknowledges that unless the constitution of
the Company ceases to contain pre-emptive provisions of the kind currently
specified in that constitution or such provisions are waived by the other
shareholder of the Company:

(a) the obligations of the Crown under this Deed are subject to
the prior obligations of the Crown under the provisions referred to in clause
2.2.4;

(b) under those provisions, the Crown may be required to
Dispose of the Specified Shares to the other shareholder or shareholders of the
Company or to another person whom the board of the Company nominates;

(d) if the Crown Shareholder is permitted to offer the
Specified Shares for Disposal to Te Runanga, the constitution of the Company
requires the Disposal to occur within a prescribed period, and requires the
price to be not less than the lesser of the price specified in the transfer
notice given under the constitution or the fair value fixed under the
constitution, and the requirements of this Deed shall be interpreted to reflect
those limitations on the ability of the Crown to Dispose of the Specified
Shares.

2.3.2 The Crown Shareholder agrees to use reasonable endeavours
to persuade the board of the Company

(a) to nominate Te Runanga as a transferee of the Specified
Shares; and

(b) not to nominate any other person as a
transferee,

if the other shareholder or shareholders do not exercise their
pre-emption right under the constitution of the Company.

2.3.3 Nothing in this Deed indicates that the Crown Shareholder
currently wishes or proposes to transfer any of the Specified Shares or
constitutes an offer to transfer, the soliciting of an offer to purchase or the
granting of an option, conditional agreement or other right to purchase the
Specified Shares. The requirements of this Deed are intended to apply only when
clause 3.1 applies.

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