exv10w100








Exhibit 10.100




	 	 	 
	 









The Directors 

Whakatane Mill Limited 

c/-Bell Gully 

Level 22, Vero Centre 

48 Shortland Street 

Auckland


	 	173 Captain Springs Rd

Onehunga

Private Bag

92-106

Auckland

New Zealand

Telephone

64 9 242 6000

Facslmtte

64 9 262 6099


www.chh.com
	          May 4, 2010	 	 






Asset Purchase Agreement to be entered Into in relation to the Whakatane Mill — provision of IT
Transition Service





	1.	 	Carter Holt Harvey Limited (Carter Holt Harvey) and Whakatane Mill Limited (WML) are
proposing to enter into an asset purchase agreement pursuant to which Carter Holt Harvey will
sell to WML the Whakatane Mill owned and operated by Carter Holt Harvey (the Asset Purchase
Agreement).
	 
	2.	 	In connection with the Asset Purchase Agreement, the parties are also proposing to enter into
a transition services agreement (the TSA) pursuant to which Carter Holt Harvey has agreed,
amongst other things, to provide the Transition Services to WML during the Term.
	 
	3.	 	Capitalised terms used in this letter shall, unless the context requires otherwise, have the
meanings assigned to them in the TSA.
	 
	4.	 	As referred to in clauses 5.3(1) and 5.3(2) of the TSA:






	 	a)	 	the provision of Transition Services by Carter Holt Harvey to WML may require WML to
have access to software licensed by, or equipment leased by, Carter Holt Harvey (or any of
its related companies) from a third party; and
	 
	 	b)	 	in such circumstances, it is proposed that Carter Holt Harvey will grant to WML a
sub-licence or sub-lease, as applicable, to access such software or equipment in order to
facilitate the provision of Transition Services by Carter Holt Harvey to WML.






	5.	 	In some instances, the consent of the counterparty to a relevant license or lease may be
required in order for CHH (or its relevant related company) to grant an appropriate
sub-licence or sub-lease (as applicable) to WML. Pursuant to clause 5.3(3) of the TSA,
although Carter Holt Harvey will use reasonable endeavours to obtain such consent, it will not
be obligated to provide the relevant Transition Services for which the sub-licence or
sub-lease is required unless and until that consent is obtained.
	 
	6.	 	Subject to paragraphs 8 and 9 below, notwithstanding clause 5.3(3) of the TSA, Carter Holt
Harvey confirms that:






	 	a)	 	to the extent that the consent of the counterparty to any licence or lease is
required in order to grant an appropriate sub-licence or sub-lease (as applicable) to WML
as contemplated by clause 5.3(2) of the TSA; and




 









 






	 	b)	 	such consent has not been obtained before Closing,
	 
	 	Carter Holt Harvey will provide the relevant Transition Services to WML for which the
sub-licence or sub-lease is required on and from Closing for the term of this letter.






	7.	 	In the event that any counterparty to a licence or lease objects on reasonable grounds to
Carter Holt Harvey granting a sub-licence or sub-lease without its consent, or threatens legal
proceedings against Carter Holt Harvey or to terminate any existing contractual arrangements
as a result of any such grant of sub-licence or sub-lease, then Carter Holt Harvey may decide
to exercise any or all of its rights under the TSA and cease to provide the relevant
Transition Services unless and until that consent is obtained.
	 
	8.	 	The rights and obligations of the parties under this letter will terminate upon the earlier to
occur of:






	 	a)	 	termination of the IT Transition Services under the TSA; or
	 
	 	b)	 	any Change of Control of Carter Holt Harvey or WML (as described in clause 14.5(2) of the
TSA).






	9.	 	This letter:






	 	a)	 	is intended to be legally binding;
	 
	 	b)	 	may not be assigned by either party without the prior written consent of the other party;
and
	 
	 	c)	 	is governed by, and is to be construed in accordance with, the laws of New Zealand
and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand in
relation to any matters arising out of or in connection with this letter.






	10.	 	This letter may be signed in as many counterparts (by facsimile or otherwise) as may be
necessary,
each of which when so signed will be deemed to be an original, and such counterparts together
will
constitute one and the same instrument.




Signed for and on behalf

of Carter Holt Harvey Limited by:




	 	 	 	 	 
	 	 	 
	 	/s/ Robert Bailey
 	 
	 	Authorised Signatory 	 
	 
	 	Robert Bailey
 	 
	 	Print name 	 
	 


Please acknowledge and confirm your acceptance with the above by signing below.



Signed for and on behalf of

Whakatane Mill Limited by:




	 	 	 	 	 
	 	 	 
	 	/s/ Robert Bailey
 	 
	 	Authorised Signatory 	 
	 
	 	Robert Bailey
 	 
	 	Print name