Ngai Tahu Settlement

ATTACHMENT 9.8
DEED OF GRANT OF RIGHT OF FIRST REFUSAL - CROWN FORESTRY ASSETS
Clause 9.8)

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 Crown)

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 whenever the Crown
intends to Dispose of a Crown Forestry Asset.

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:

Assessor means an independent third party appointed for
the purposes of clause 9;

Attempt to Dispose of, in relation to a Crown Forestry
Asset, means:

(a) to make an offer to Dispose of a Crown Forestry Asset to
any person;

(b) to encourage or invite from any person, an offer to take,
or an expression of interest in taking, a Disposal of a Crown Forestry Asset;
or

(c) to make a counter-offer to, or to negotiate with, a person
about an offer made by a person in relation to a Disposal of a Crown Forestry
Asset;

Benchmark Offer means

(a) the Disposal Offer; or

(b) any written offer to take a Disposal of a Crown Forestry
Asset subsequently made by Te Runanga in the period referred to in clause
4.1 which, if accepted by the Crown Owner, would be an agreement to Dispose
of a Crown Forestry Asset, (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 New Crown Owner,
means 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 New Crown Owner 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 New Crown Owner;

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;

Crown Forestry Asset means:

(a) the seller's interest in a contract of a kind referred to
in paragraph (a) or (b) of the definition of Dispose of;

(b) a Crown Forestry Right; or

(c) a Ngai Tahu Forestry Right.

Crown Forestry Right means any right (including, without
limitation, sublicences) granted, or to be granted, by the Crown Owner for a
term (including rights of renewal or of extension) of 3 years or longer to any
other person to:

(a) establish (including replant), maintain and/or harvest;
or

(b) maintain and/or harvest,

a crop of trees on any part of the land described in paragraph
4 of Attachment 7.1 to the Deed of Settlement which was not acquired by Te
Runanga pursuant to the Deed of Settlement but does not, for the avoidance of
doubt, include a sale of standing trees or logs;

Crown Owner means the Crown or any Crown Body which has
taken a Disposal of a Crown Forestry Asset under clause 2.2.1;

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

Dispose of, in relation to a Crown Forestry Asset,
means:

(a) to sell, from any part of the land described in paragraph 4
of Attachment 7.1 to the Deed of Settlement which was not acquired by Te Runanga
pursuant to Sections 7 or 8 of the Deed of Settlement, standing trees or logs
where, subject to item (b) of this definition, the term of the contract,
including rights of renewals or of extensions is, or could be, for 3 years or
longer;

(b) to sell, from any part of any land subject to a Ngai Tahu
Forestry Right, standing trees or logs (no matter the length of the term of the
contract) during the last 3 years of the term of the Ngai Tahu Forestry
Right;

(c) to grant a Crown Forestry Right;

(d) to assign in whole or in part a Crown Forestry Right where,
subject to item (f) of this definition, the unexpired term of the right,
including rights of renewals or of extensions is, or could be, for 3 years or
longer;

(e) to assign in whole or in part a Ngai Tahu Forestry Right
where, subject to item (f) of this definition, the unexpired term of the right,
including rights of renewals or of extensions is, or could be, for 3 years or
longer; or

(f) to assign in whole or in part a Crown Forestry Right or a
Ngai Tahu Forestry Right at any time during the last three years of the current
term;

Disposal Notice means a notice of the Crown Owner's
intention to Dispose of a Crown Forestry Asset given under clause
3.1;

Disposal Offer means an offer to Dispose of a Crown
Forestry Asset to Te Runanga complying with clause 3.2;

Effective Control, in relation to the New Crown Owner
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 New Crown Owner or of any holding company of the New Crown Owner
which:

(i) amount to more than 50 percent of the issued shares of the
New Crown Owner (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 New Crown Owner;

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

(iv) entitle that person to receive more than 50 percent of
every dividend paid on shares issued by the New Crown Owner, 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 New Crown Owner for the purpose of obtaining the benefits and/or the risks
normally associated with ownership;

Holding Company has the meaning given to it in the
Companies Act 1993;

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

New Crown Owner means a Crown Body which is a Subsidiary
of a Crown Owner or a Subsidiary of a Crown Owner's Holding Company to which the
Crown Owner has Disposed of a Crown Forestry Asset pursuant to clause
2.2.1;

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 Forestry Right means a Forestry Right as
defined in clause 7.1 of the Deed of Settlement granted by Te Runanga to the
Crown, or reserved by the Crown, in accordance with the Deed of
Settlement;

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

Subsidiary has the meaning given to it in the Companies
Act 1993.

1.2 Meaning of More Favourable Terms

A reference to any Disposal terms, contract or offer (the
"first-mentioned offer") being on More Favourable Terms than any other Disposal
terms, contract or offer (the "second-mentioned 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 second-mentioned 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 Owner.

2 OPERATION OF RIGHT OF FIRST REFUSAL PROVISIONS

2.1 Disposal subject to rights of first refusal

Subject to clause 2.2, no Crown Owner shall Dispose of a
Crown Forestry Asset or Attempt to Dispose of a Crown Forestry Asset until the
Crown Owner has complied with the requirements in this Deed.

2.2 Exceptions

The requirements in this Deed do not apply to the Attempted
Disposal of, or the Disposal of, a Crown Forestry Asset by a Crown Owner
to:

2.2.1 a Crown Body, so long as the Disposal of a Crown Forestry
Asset is made subject to the terms of this Deed and the Crown Body to whom the
Disposal of a Crown Forestry Asset is made, first enters into a deed of covenant
at the Crown Owner's expense in favour of Te Runanga to that effect;

2.2.2 any person, if both the person to whom the Disposal of a
Crown Forestry Asset is to be made and the Disposal is first approved in writing
by Te Runanga; or

2.2.3 any person where Te Runanga has waived its rights under
this Deed by notice to the Crown Owner.

3 DISPOSAL NOTICE

3.1 Crown Owner shall give Disposal Notice

If the Crown Owner decides to Dispose of a Crown Forestry
Asset, then, unless clause 2.2 applies or this Deed otherwise permits the
Crown Owner to Dispose of a Crown Forestry Asset without compliance with this
clause, the Crown Owner shall give a Disposal Notice to Te Runanga. The Disposal
Notice shall:

(a) be in writing; and

(b) have a Disposal Offer attached to it.

3.2 Contents of Disposal Offer

The Disposal Offer shall:

3.2.1 comprise an offer by the Crown Owner to Te Runanga to
Dispose of a Crown Forestry Asset to Te Runanga, which shall be capable of
acceptance by Te Runanga upon receipt; and

3.2.2 set out all the terms and conditions of the proposed
Disposal, including the price.