exv10w97






Exhibit 10.97




CHH Super




Deed of Participation



for



Whakatane Mill Limited



 









 




DEED dated the 3rd day of May 2010




Parties





	1.	 	SuperLife Limited (“the Company”)
	 
	2.	 	SuperLife Trustee Limited (“the Trustee”)
	 
	3.	 	Carter Holt Harvey Limited (“the Participating Employer”)
	 
	4.	 	Whakatane Mill Limited (“the New Employer”)





Introduction





	A.	 	The Trustee is the trustee of SuperLife (the “Plan”) a registered
superannuation scheme that is governed by a deed dated 21 June 2007 (“the
Trust Deed”) and that offers superannuation benefits to its Members.
	 
	B.	 	The Participating Employer is an Employer as defined in clause 4.0 of the
Trust Deed pursuant to a deed of participation dated 26th February 2007 (the
“CHH Deed”).
	 
	C.	 	By clause 4(a) of the CHH Deed, the Participating Employer and the Trustee
may admit an “Associated Employer” to participate in the Plan, provided the
Associated Employer enters into a deed by which it covenants with the
Participating Employer, the Trustee and the Company to comply with and
observe all the provisions of the Trust Deed and this Deed so far as they may
be applicable to it as an Associated Employer.
	 
	D.	 	The New Employer is an “Associated Employer” of the Participating
Employer as that expression is defined in clause 1 of the CHH Deed.
	 
	E.	 	The New Employer wishes to be admitted as an “Associated Employer” under
clause 4(a) of the CHH Deed to participate in the Plan for the purpose of, inter
alia, facilitating the superannuation benefit arrangements for those of its
Employees who join the Plan or who having become Members, become
Employees of the New Employer.





This deed witnesses:




Definitions





	1.	 	Words and phrases defined in the Trust Deed have the same meanings when used in this deed.




 









 











Admission of New Employer





	2.	 	The Participating Employer and the Trustee admit the New Employer to
participate in the Plan as an Associated Employer with effect from the date of
this deed (the “Admission Date”), and the New Employer agrees with the
Participating Employer, Trustee and the Company that, as from the Admission
Date, it will comply with and observe:






	 	(a)	 	all the provisions of the Trust Deed (as they may subsequently be varied or
replaced from time to time) and
	 
	 	(b)	 	all the provisions of the CHH Deed,






	 	 	so far as all of them may be applicable to it as an Associated Employer and to the same
extent as if each of those provisions had been set out in full in this deed.





Benefits for Employees of the New Employer





	3.	(a)	 	From the Admission Date, Employees of the New Employer can
become Members of the Plan in accordance with the provisions of the CHH Deed and
Members who joined the Plan before the Admission Date shall remain as Members
notwithstanding a change in their employment after the Admission Date from another
Employer that participates in the Plan in accordance with the CHH Deed to the New
Employer.






	 	(b)	 	Until subsequently varied, the terms of participation in the Plan for any
Employee of the New Employer shall be the same as the terms set out in the CHH Deed.
	 
	 	(c)	 	If a Member’s employment with the New Employer or with an Associated
Employer (as defined in the CHH Deed) changes after the Admission Date to become
employment with another Associated Employer or with the New Employer or vice versa,
such a change of employment shall not be treated as leaving Service for the purpose
of the Plan.





Notification of amendments or change of Participation





	4.	 	The Trustee shall notify the New Employer of any amendment to the Trust Deed that affects the
obligations of an Employer within a reasonable period before that amendment takes place. If
such amendments alter the New Employer’s obligations, the New Employer may immediately
terminate its participation under the CHH Deed and become a Participating Employer under the
Trust Deed on terms and conditions it agrees with the Trustees. A change in participation as
an Associated Employer under the CHH Deed, to that of a




 









 






	 	 	Participating Employer under the Trust Deed, shall not constitute a termination of
membership of the Plan of employees of the New Employer.




Securing the benefits specified in the CHH Deed





	5.	 	The Trustee agrees in respect of a Member who is an Employee of the New
Employer to remit from SuperLife amounts required to secure benefits
specified in the CHH Deed to the extent that the Trustee holds amounts to the
credit of the Member in SuperLife.





The Employer’s required contributions





	6.	(a)	 	The Trustee and the New Employer agree that the benefits provided to
Members in terms of the CHH Deed are at least in part dependent on contributions
that the New Employer pays to the Plan either on its own behalf or on behalf of
the Members.
	 
	 	(b)	 	If the New Employer does not pay the contributions that are payable (or does
not pay all of them) and if the Trustee decides that the benefits that are or might
become payable to Members are or might be prejudiced by the New Employer’s failure to
pay the required contributions then:






	 	(i)	 	The Trustee shall advise all affected Members and shall be
entitled to make such adjustments to any future amounts to be
credited to the Members’ Accounts or to any other benefits
provided through the Plan on such basis as the Trustee
determines will equitably distribute the effect of the New
Employer’s failure to pay contributions in respect of all
Members affected by those decisions.
	 
	 	(ii)	 	The Trustee shall notify all Members who are employees of
the
New Employer including the affected Members of those
adjustments.





Trustee’s liability limited





	7.	 	The Trustee’s liability to meet any obligations to all Members and other
Beneficiaries entitled to benefits under the Plan in terms of this deed, is
limited to the total of any amounts that were contributed to the Plan either by
Members who are or were Employees of the New Employer and/or by the
New Employer together with any investment income earned on those sums in
the Plan and amounts received in respect of any insurance arrangements
applicable to such Members. The Trustee shall not be liable for the payment
of any sum that exceeds such total.




 









 











Amendment by deed





	8.	 	The terms on which the New Employer participates in the Plan may be
amended either by a deed between the New Employer, the Participating
Employer, the Trustee and the Company and that is supplementary to this deed
or in accordance with the provisions of the CHH Deed. The Trustee will
ensure that the requirements of sections 9, 9A and 12 of the Act are complied
with when amending any of the provisions of this deed.





Counterparts





	9.	 	This deed may consist of a number of counterparts and if so the counterparts
taken together constitute one and the same instrument.





Governing Law





	10.	 	This deed will be governed by and construed in accordance with the laws of
New Zealand. Each party irrevocably and unconditionally submits to the
exclusive jurisdiction of the courts of New Zealand.




 









 











Execution by the parties




Executed and delivered as a deed




	 	 	 	 	 

	Executed by

	 	Executed by	 	 
	SuperLife Limited

	 	SuperLife Trustee Limited	 	 
	in its capacity as the

	 	in its capacity as the	 	 
	Company by:

	 	Trustee by:	 	 
	 
	 	 	 	 
	/s/ [ILLEGIBLE]

	 	/s/ [ILLEGIBLE]	 	 
	 

Authorised signatory

	 	 

Authorised signatory
	 	 
	 
	 	 	 	 
	/s/ [ILLEGIBLE]

	 	/s/ [ILLEGIBLE]	 	 
	 

Authorised signatory

	 	 

Authorised signatory
	 	 






Executed by Whakatane Mill

Limited in its capacity as the

New Employer by:





	 	 	 
	/s/ Robert B. Bailey	 	 
	 	 	 
	Authorised Signatory	 	 
	 
	/s/ Robert B. Bailey	 	 
	 	 	 
	Print Name	 	 
	 
	/s/ Leonora Gogolak	 	 
	 	 	 
	Witness to both Signatures	 	 
	 
	/s/ Leonora Gogolak	 	 
	 	 	 
	Print Name	 	 
	 
	Attorney	 	 
	 	 	 
	Occupation	 	 
	 
	919 Third Ave, New York, NY 10022 USA	 	 
	 	 	 
	Address	 	 







 









 





Executed by Carter Holt

Harvey Limited in its capacity

as the Participating Employer

by:




	 	 	 

	/s/ Robert B. Bailey
 


	 	 
	Authorised Signatory
	 	 
	 
	 	 
	  Robert B. Bailey
 


	 	 
	Print Name
	 	 
	 
	 	 
	/s/ Leonora Gogolak
 


	 	 
	Witness Signature
	 	 
	 
	 	 
	/s/ Leonora Gogolak
 


	 	 
	Print Name
	 	 
	 
	 	 
	ATTORNEY
 


	 	 
	Occupation
	 	 
	 
	 	 
	919
Third Avenue, New York, NY 10022 USA
 


	 	 
	Address