Ngai Tahu Settlement

Doug Graham Treaty of Waitangi Negotiations

4 DISPOSAL NOTICE

4.1 Crown Shareholder shall give Disposal Notice

4.1.1 If the Crown Shareholder decides to Dispose of any or all
of the Specified Shares and has complied with clause 3, then, unless
clause 2.2 applies or this Deed otherwise permits the Crown Shareholder
to Dispose of the Specified Shares without compliance with this clause, the
Crown Shareholder 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 Shareholder decides to Dispose of any or all
of the Specified Shares 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 Specified Shares and
which is not included in the Preliminary Information Package.

4.2 Crown Shareholder may market Specified Shares

4.2.1 Nothing in clause 4.1 prevents the Crown
Shareholder from attempting to Dispose of the Specified Shares to any person but
the Crown Shareholder shall not:

(a) effect a Disposal of the Specified Shares 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 the Specified Shares to
a person other than Te Runanga, unless such contract is conditional upon the
Crown Shareholder first complying with this Deed and becoming entitled to
Dispose of the Specified Shares to that person under the terms of this
Deed.

4.2.2 In clause 4.2.1, attempting to Dispose of the
Specified Shares means any of:

(a) making an offer to Dispose of the Specified Shares to any
person;

(b) encouraging or inviting from any person an offer to
acquire, or an expression of interest in acquiring, the Specified Shares;
or

(c) making a counter-offer to a person or negotiating with a
person about an offer made by a person in relation to the Specified
Shares.

4.3 Information Package

4.3.1 If the Crown Shareholder has attempted to dispose of the
Specified Shares 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 the Specified
Shares.

4.3.2 Subject to clause 4.3.3, if the Crown Shareholder
has not attempted to dispose of the Specified Shares 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 Company for its three most
recent financial reporting periods;

(b) summaries of, or copies of, contracts to which the Company
is a party which are material to an assessment of the business of the Company by
a prospective purchaser;

(c) a description of the major physical assets of the Company;
and

(d) a description of the Company's business.

4.3.3 Nothing in clause 4.3.2 requires the Crown
Shareholder to disclose to Te Runanga any confidential information which the
Crown Shareholder is not entitled to disclose to Te Runanga or which is not in
the Crown Shareholder's possession. However, the Crown Shareholder shall use
reasonable endeavours to persuade the Company to provide (or to permit the Crown
Shareholder 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 Shareholder shall:

(a) if clause 4.3.1 applies, provide to Te Runanga any
information which it provides to the other prospective purchasers of the
Specified Shares 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 Shareholder may, instead of providing information to
Te Runanga, provide for Te Runanga to have reasonable access to that
information. Where the Crown Shareholder 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
Shareholder'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 Shareholder to Te Runanga
to Dispose of the Specified Shares 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 Shareholder that it does not
wish to purchase the Specified Shares, 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 Shareholder that it may wish to
purchase the Specified Shares, in which case the Crown Shareholder shall not
Dispose of the Specified Shares 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 Shareholder shall forthwith make
arrangements to permit Te Runanga to undertake a Due Diligence Process relating
to the Company 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 Shareholder has attempted to Dispose of the
Specified Shares 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 Specified Shares; or

6.2.2 if the Crown Shareholder has not attempted to Dispose of
the Specified Shares 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 Shareholder intends to
permit for other potential purchasers of the Specified Shares, 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 Specified Shares
for the purposes of formulating an offer to purchase the Specified
Shares.

6.3 Confidential Information

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

7 NEGOTIATION

7.1 Negotiation

During the period between the Actual Indication Date and the
Acceptance Date, the Crown Shareholder and Te Runanga shall, through their
respective representatives, negotiate in good faith to attempt to conclude an
agreement for the Disposal of the Specified Shares 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 Shareholder to accept any offer made to it during
the negotiations referred to in clause 7.1 which is, in the opinion of
the Crown Shareholder, 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 Shareholder from any other person; and

7.2.2 shall not require the Crown Shareholder 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 Shareholder 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 Specified Shares on terms and conditions (including
price) agreed with the Crown Shareholder before or at 5.00 pm on the Acceptance
Date, then the sale of the Specified Shares shall be completed on the Settlement
Date.

8.2 Any acceptance of the Disposal Offer shall be effected by
giving notice to the Crown Shareholder. 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 Specified Shares on terms and conditions (including price)
agreed with the Crown Shareholder before or at 5.00 pm on the Acceptance Date;
or

9.2 Te Runanga gives notice to the Crown Shareholder 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.

10 CONSEQUENCES OF LAPSE OF OFFER

If the Disposal Offer lapses in accordance with clause 5.2.1
or clause 9, then:

10.1 the Crown Shareholder will be free to Dispose of the
Specified Shares to any person so long as the Disposal is not on More Favourable
Terms than the Benchmark Offer and so long as the contract for the Disposal of
the Specified Shares is executed within 12 months after the date on which the
Disposal Offer has lapsed; but

10.2 the Crown Shareholder may not Dispose of the Specified
Shares:

10.2.1 during the 12 month period referred to in clause 10.1
on More Favourable Terms than the Benchmark Offer; or

10.2.2 after the expiry of that 12 month period;

without again complying with this Deed in full.