Ngai Tahu Settlement

8 ACCEPTANCE OF DISPOSAL OFFER

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

8.2 Any acceptance of the Disposal Offer shall be effected by
giving notice to the 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 the Grantee does not accept the Disposal Offer or otherwise
agree to purchase the Highbank Assets on terms and conditions (including price)
agreed with the Owner before or at 5.00 pm on the Acceptance Date; or

9.2 the Grantee gives notice to the 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 the Grantee 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 Owner will be free to Dispose of the Highbank Assets
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 Highbank
Assets is executed within 12 months after the date on which the Disposal Offer
has lapsed; but

10.2 the Owner may not Dispose of the Highbank
Assets:

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.

11 NOTICE OF TERMS

11.1 Notice of Disposal to third party

If the Owner wishes to Dispose of all or any of the Highbank
Assets pursuant to clause 10.1, it shall give notice to the Grantee of
its intention to do so. Such notice shall:

11.1.1 specify the date or proposed date of execution of the
contract relating to the proposed Disposal and, in the case of a contract which
has been executed or will be executed within 20 Business Days of the date of the
notice, specify the date on which the contract will cease to be conditional upon
the Owner's compliance with this Deed;

11.1.2 subject to clause 11.2 and clause 11.3,
set out the terms and conditions (including price);

11.1.3 contain a statement that the proposed Disposal would not
be on More Favourable Terms than the Benchmark Offer; and

11.1.4 be given to the Grantee not less than 20 Business Days
before the later of:

(a) the proposed date of execution of the contract relating to
the proposed Disposal; and

(b) the date on which the contract relating to the proposed
Disposal will cease to be conditional upon the Owner's compliance with this
Deed.

11.2 Non-disclosure of terms

11.2.1 The Owner may omit any of the terms and conditions of a
contract or proposed contract so long as they are not material to the Grantee's
evaluation of those terms and conditions and comparison of them with the terms
and conditions of the Benchmark Offer.

11.2.2 If the Owner exercises its rights under clause
11.2.1 it shall give notice to that effect to the Grantee at the same time
as it gives notice under clause 11.1. Such notice shall specify the
nature of the terms and conditions omitted from the notice given under clause
11.1.

11.2.3 The Grantee may by notice in writing to the Owner, which
shall be given not more than 3 Business Days after the Owner has given the
notice referred to in clause 11.2.2, require that the Owner refers to an
Assessor the issue as to whether the terms and conditions omitted by the Owner
are material.

11.2.4 If the Grantee gives a notice under clause
11.2.3, its notice shall include the name of the person whom it proposes
should be the Assessor and the Assessor shall be appointed in the manner
described in clauses 12.1.3 and 12.1.4, and clause 12.2
will apply with any necessary modifications.

11.2.5 If the Assessor determines that any of the terms and
conditions omitted by the Owner are material, the Owner shall disclose those
terms and conditions to the Grantee forthwith, and the fees and costs of the
Assessor shall be borne by the Owner. Otherwise, the fees and costs of the
Assessor shall be borne by the Grantee.

11.3 Non-Disclosure to EAL

If the Grantee is the Joint Venture Entity or any entity
including EAL, and terms and conditions of a contract or proposed contract
include terms which, in the reasonable opinion of the Owner, make disclosure of
them to EAL commercially sensitive, the Owner may disclose them only to Te
Runanga, subject to an obligation that Te Runanga does not disclose them to EAL.
However, if a reference to the Assessor is made under clause 12.1.1 and
the Assessor makes a determination under clause 12.3.2, then such terms
and conditions may be disclosed by Te Runanga to EAL. Nothing in this clause
11.3 prevents Te Runanga disclosing such terms and conditions to the
Grantee's advisers, so long as such advisers enter into an undertaking in favour
of the Owner that they will not disclose such terms and conditions to
EAL.

12 REFERENCE TO ASSESSOR

12.1 Appointment of Assessor

12.1.1 If requested by the Grantee within 5 Business Days after
the notice referred to in clause 11.1 has been given to the Grantee, the
Owner shall refer to an Assessor the issue as to whether the Disposal would be
on More Favourable Terms than the Benchmark Offer. If there is any dispute as to
which offer is the Benchmark Offer, that issue may also be determined by the
Assessor.

12.1.2 Subject to clause 12.6, the Grantee's request
under clause 12.1.1 shall be made by giving notice to the Owner of the
request, and such notice shall include the name of the person whom the Grantee
proposes should be the Assessor.

12.1.3 If the Owner accepts that the person whom the Grantee
proposes should be the Assessor or the Owner and the Grantee agree on an
alternative, the Owner shall forthwith appoint the person nominated by the
Grantee or the agreed alternative, as the case may be, as Assessor.

12.1.4 If the Owner does not wish that the person nominated by
the Grantee be appointed as Assessor, and the Grantee and the Owner cannot agree
on an alternative within 3 Business Days after the Grantee's notice has been
given to the Owner, then:

(a) if the Owner and the Grantee agree on a third party who
should be asked to appoint the Assessor, the Owner shall arrange for the
appointment of the Assessor by that third party; or

(b) if the Owner and the Grantee have not agreed on a third
party who should be asked to appoint the Assessor, the Owner shall arrange for
the appointment of the Assessor by the President for the time being of the
Institute of Chartered Accountants of New Zealand or his or her
nominee.

12.2 Appointment and Conduct of Assessor

12.2.1 The terms of appointment of the Assessor shall include
requirements that:

(a) the Assessor determines the matter within 5 Business Days
after the date of his or her appointment;

(b) the Assessor shall immediately notify the parties of his or
her determination; and

12.2.2 The Owner shall provide to the Assessor a copy of the
Benchmark Offer and the terms and conditions (including price) of the proposed
Disposal and such other evidence as is necessary to determine the
issue.

12.2.3 The Assessor shall provide an opportunity to each party
to make submissions on the issue or issues being considered by the Assessor, so
long as this does not, in the Assessor's opinion, have the effect of extending
the 5 Business Day period referred to above.

12.3 Assessor's Determination

If:

12.3.1 the Assessor determines that the Disposal would not be
on More Favourable Terms than the Benchmark Offer, then clause 10.1 shall
apply, and the 12 month period referred to in clause 10 shall be deemed
to end on the later of:

(a) the end of the 12 month period after the date on which the
last Disposal Offer made by the Owner lapsed; and

(b) the date which is 20 Business Days after the date of the
Assessor's determination;

12.3.2 the Assessor determines that the Disposal would be on
More Favourable Terms than the Benchmark Offer, then clause 13.2 shall
apply.

12.4 Costs of Assessor

The fees and costs of the Assessor shall be borne by the
Grantee if the Assessor makes a determination under clause 12.3.1 and
shall be borne by the Owner if the Assessor makes a determination under
clause 12.3.2.

12.5 Binding Decision

Both the Owner and the Grantee agree that the determination of
the Assessor will be final and binding on both of them and that paragraphs 4 and
5 of the Second Schedule to the Arbitration Act 1996 do not apply to the
Assessor's determination.

12.6 Appointment of Assessor

The Owner or the Grantee may, at any time after the Indication
Date, require, by notice to the other of them, the appointment of an Assessor in
anticipation of a possible future reference to an Assessor under clause
12.1. In that event, the provisions of clause 12.1 relating to the
appointment of an Assessor will apply with all necessary modifications, and any
reference under clause 12.1 which occurs within 6 months after the
appointment of an Assessor under this clause 12.6 will be a reference to
the Assessor appointed under this clause 12.6 unless, before the date of
the reference, either party has given notice to the other withdrawing its
approval of that person as an Assessor. Each party agrees it will not give such
a notice unless the party believes, on reasonable grounds, that
either:

12.6.1 circumstances have changed to such an extent since the
time of the appointment of the person appointed under this clause 12.6
that; or

12.6.2 new information has become available since that time
which indicates that,

such person is no longer the appropriate person to be the
Assessor.

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