Ngai Tahu Settlement

ATTACHMENT 10.2
DEED OF COVENANT RELATING TO CAPLES VALLEY AREA
(Clause 10.5.1(a))

Date:

BETWEEN

(1) TE RUNANGA O NGAI TAHU (the
Landholder)

(2) THE MINISTER OF CONSERVATION (the
Minister)

BACKGROUND

A The Landholder and the Crown are parties to a Deed of
Settlement dated [ ] 1997.

B Pursuant to that Deed, the Crown agreed to transfer to the
Landholder certain land including the Land, such transfer to be subject to the
Landholder entering into a deed of covenant with the Minister to provide for the
protection of the beech forest margin by fencing off and destocking the Upper
Valley and setting stock limits for the Lower Valley and to provide free public
foot access for tramping, hunting and fishing.

C Under section [ ] of the Ngai Tahu Claims Settlement Act
1997, this covenant is deemed to have been entered into by the Minister pursuant
to section 77 of the Reserves Act 1977, and therefore binds future owners of the
Land.

NOW THEREFORE the parties agree as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 In this deed, unless the context otherwise
requires:

Caples Valley Walking Track means the public walking
track in the Caples Valley area which traverses the Land at certain points, the
approximate route of which is marked on the NZMS 260 series map of the
area;

Crown means Her Majesty the Queen in right of New
Zealand;

Land means [legal description of Caples Valley land
to be inserted];

Lower Valley means that part of the Land which is south
of the line of fence referred to in clause 3.1 (as shown in Appendix
1);

Stock Unit has the meaning given to it in the Lincoln
University Farm Technical Manual;

Upper Valley means that part of the Land which is north
of the line of the fence referred to in clause 3.1 (as shown in
Appendix 1).

Wakatipu Recreational Hunting Areas means the areas
identified as such on the plan attached as Appendix 2;

1.2 In the interpretation of this Deed, unless the context
otherwise requires:

1.2.1 headings appear as a matter of convenience and are not to
affect the interpretation of this Deed;

1.2.2 the singular includes the plural and vice versa, and
words importing one gender include the other genders;

1.2.3 a reference to an enactment or any regulations is a
reference to that enactment or those regulations as amended, or to any enactment
or regulations substituted for that enactment or those regulations but this
provision shall be read subject to clause 1.3;

1.2.4 a reference to a party to this Deed or any other document
or agreement includes that party's successors, heirs, executors and
assigns;

1.2.5 a reference to the Minister includes any officer or duly
authorised agent of the Minister; and

1.2.6 a reference to the Landholder includes any receiver,
liquidator, statutory manager or assignee in bankruptcy of the Landholder or any
lessee or mortgagee in possession of the Land or any part of it. Where there is
more than one owner of the Land, this Deed binds them both jointly and
severally.

1.3 The parties agree that the rule of interpretation referred
to in clause 1.2.3 is intended only to facilitate interpretation of
this Deed in circumstances where legislative changes make statutory references
in this Deed obsolete. It is not intended to indicate, and should not be
interpreted as indicating, any consent by the Landholder to, or acquiescence by
the Landholder in, the introduction to Parliament by the Crown of any proposed
statutory amendment which would adversely affect the redress provided by the
Crown pursuant to the Deed of Settlement referred to in Recital A or the
ability of either party to fulfil its obligations expressed in this Deed or in
that Deed of Settlement.

2 FREE PUBLIC FOOT ACCESS

2.1 The Landholder will at all times allow members of the
public:

(a) to have free foot access across, onto and through all parts
of the Land for tramping, hunting or fishing; or

(b) in possession of a legal hunting weapon, who hold a current
appropriate permit issued by the Department of Conservation for recreational
hunting in the Wakatipu Recreational Hunting Areas, to have free foot access
across, onto and through all parts of the Land.

2.2 Any member of the public who:

(a) wishes to be accompanied by dogs when walking on the Land
as permitted under clause 2.1 shall first obtain the consent of the
Landholder; or

(b) wishes to have foot access across, onto and through the
Land for any purpose other than for tramping, hunting or fishing shall first
obtain the consent of the Landholder.

2.3 The Landholder will not do anything on the Land which
obstructs the public access referred to in clause 2.1 and clause
2.2. Nothing in this clause 2.3 prevents the Landholder from moving,
treating or otherwise farming stock in the normal course of its farming
operations on the Land or prevents the Landholder from erecting fences or other
improvements required for its operations on the Land so long as appropriate
stiles (or, at the Landholder's election, unlocked gates) are provided in
convenient locations for the use of the public.

3 DE-STOCKING OF UPPER VALLEY

3.1 In order to exclude stock from the Upper Valley, the
Minister will (unless the requirements of this clause 3.1 have been met
before the date of this Deed) improve a stock proof fence along the line marked
"existing fenceline" on the plan attached as Appendix 1, build a new
stock proof fence along the line marked "proposed new fenceline" (and remove the
existing fencing to be replaced by the new fence), such new fence and
improvements to be to the specifications set out below and to include at least
one gate and stiles wherever it intersects the Caples Valley Walking Track. The
cost of improving the fence to make it stock proof and of building the new fence
shall be borne by the Minister, and the Landholder shall permit the Minister to
have access to undertake such improvements and building. The specifications
are:

(i) Fence type - post, standard with 6 plain wires;

(ii) Strainers to be 2.1m x 175-225mm located at end of each
strain;

(iii) Posts to be 1.8m x 125-150mm at 21 metre
spacing;

(iv) Waratah standards to be 1.65m at 3 metre spacing;
and

(v) Wire to be 2.5mm high tensile steel.

3.2 The Landholder will not permit any stock to graze in the
Upper Valley and will remove any stray stock from that area. The Minister
acknowledges that stock may from time to time stray onto the Upper Valley. If
this occurs, the Landholder will remove such stock within a reasonable time
after it becomes aware of the straying or after being requested by the Minister
to do so.

3.3 The Landholder will maintain the fence referred to in this
clause 3 in a stock proof condition. The costs of such maintenance shall
be borne by the Landholder and the Minister equally. If required by the
Minister, the Landholder will provide to the Minister estimates of cost for the
Minister's approval before undertaking any work for which the Minister will be
liable to pay half of the costs.

4 STOCK LIMITS IN LOWER VALLEY

4.1 In order to protect the beech forest margin, the Landholder
will ensure that the stocking levels in the Lower Valley will not at any time
exceed the levels at the date of this Deed, which are 1,220 Stock
Units.

4.2 If requested by the Minister, the Landholder will provide
to the Minister the Landholder's records of stock numbers grazing on the Land
and the weight of such stock.

5 CAPLES VALLEY WALKING TRACK

The Minister may maintain or improve the Caples Valley Walking
Track and may erect and maintain signs and markers for the benefit of its
users.

6 REGISTRATION OF COVENANT

The Minister will cause a notification of this covenant to be
recorded against the title to the Land in the manner provided for in section 77
of the Reserves Act 1977, as soon as reasonably practicable after the execution
of this Deed. The intention of recording the covenant against the title in this
way is to bind future owners and to allow for the application of sections 93-105
of the Reserves Act 1977.

7 ACCESS FOR MINISTER

The Landholder grants to the Minister a right of access onto
and through the Land for the purpose of undertaking weed or pest control, for
carrying out protection or maintenance work on the Land or on the Crown's land
which adjoins the Land for the purposes of this Deed or for the purposes of
clause 5. In exercising this right of access, the Minister shall obtain
the prior consent of the Landholder and take all reasonable steps to minimise
disruption to the Landholder's operations on the Land. The Landholder will not
unreasonably withhold or delay consent. Nothing in this clause imposes any
obligation on the Minister to undertake weed or pest control on the Land or
affects the obligations of the Landholder under any law relating to weed or pest
control.

8 NOTICES

Any notice required to be given to either party under this Deed
will be sufficiently given if in writing and served in the manner provided in
Section 152 of the Property Law Act 1952. In the case of the Landholder, the
notice will be sufficiently given by post or delivered to the residential or
business address of the Landholder. In the case of the Minister, the notice will
be sufficiently given if sent by post or delivered to the office for the time
being of the Regional Conservator, Department of Conservation, Otago. Any
request under clause 3.2 or clause 4.2 may be made verbally or in
writing to the manager of the Landholder's pastoral farming operation on the
Land, and any consent under clause 7 may be obtained in like
manner.

9 TERM

This Deed shall apply in perpetuity.

10 DISPUTE RESOLUTION

Any dispute which arises between the Landholder and the
Minister in any way relating to this Deed may be resolved by referring the
dispute to an agreed third party for decision or by arbitration under the
provisions of the Arbitration Act 1996.

EXECUTED as a deed on the date first written
above.

[Execution provisions to follow]

APPENDIX 1

PLAN SHOWING APPROXIMATE LOCATION OF FENCE

(Clause 3.1)

[Copy of Allocation Plan HC 519 to be
inserted]

APPENDIX 2

PLAN OF WAKATIPU RECREATIONAL HUNTING AREAS

(Clause 1.1, Definition of Wakatipu Recreational Hunting
Areas)

[Detail of areas coloured green on the Area Plan to be
inserted]