Ngai Tahu Settlement

ATTACHMENT 10.12
STOCK ACCESS EASEMENT - CAPLES SHEEP TRACK
(Clause 10.9.1)

Date:

BETWEEN

(1) HER MAJESTY THE QUEEN in right of New Zealand acting
by and through the Minister of Conservation (the Grantor)

(2) TE RUNANGA O NGAI TAHU at Christchurch (the
Grantee)

BACKGROUND

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

B Pursuant to that Deed, the Grantor agreed to transfer to the
Grantee certain land including the Grantee's Land.

C The Grantor's Land is a conservation area as defined in
section 2(1) of the Conservation Act.

D The Grantor has agreed to grant to the Grantee an easement
appurtenant to the Grantee's Land under the Conservation Act over that part of
the Grantor's Land which comprises the Easement Area.

E This Easement is issued pursuant to section [ ] of the Ngai
Tahu Claims Settlement Act 1997 and is a concession for the purposes of the
Conservation Act.

NOW THEREFORE the parties agree as
follows:

1 DEFINITIONS AND CONSTRUCTION

1.1 In this Easement, unless the context otherwise
requires:

Area Plan means the plan attached
to this Deed as Appendix 1;

Conservation Act means the
Conservation Act 1987;

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

Easement Activity means:

(i) passing and repassing on foot or on horseback or on a
two-wheeled motorbike by the Grantee or its employees, contractors or agents
over the Easement Area for any purpose connected with the Grantee's farming
operations on the Grantee's Land, but not for any other purpose;

(ii) the movement of sheep with or without working dogs, horses
and/or two-wheeled motorbikes over the Easement Area for any purpose connected
with the Grantee's farming operations on the Grantee's Land, but not for any
other purpose;

Easement Area means that part of
the Grantor's Land as is marked in bold lines on the Area Plan;

Easement Fee means an annual fee of
$1.00 per annum including GST;

Grantee's Land means [details to
be inserted - this is Ngai Tahu's freehold land]

Grantor's Land means [details to
be inserted - this is the conservation land].

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

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

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 Easement or to any other
document or agreement includes that party's successors, heirs, executors and
assigns;

1.2.5 a reference to the Grantee includes any receiver,
liquidator, statutory manager or assignee in bankruptcy of the Grantee. Where
there is more than one grantee, this Easement binds them both jointly and
severally; and

1.2.6 where the consent or approval of the Grantor is required
under any provision of this Easement, such consent or approval shall be required
for each separate occasion notwithstanding any prior consent or approval
obtained for like purpose on a prior occasion.

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
Easement in circumstances where legislative changes make statutory references in
this Easement obsolete. It is not intended to indicate, and should not be
interpreted as indicating, any consent by the Grantee to, or acquiescence by the
Grantee 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 Easement or
in that Deed of Settlement.

2 GRANT OF EASEMENT

The Grantor grants to the Grantee, as an easement appurtenant
to the Grantee's Land under section 17Q of the Conservation Act, the right to
undertake the Easement Activity in perpetuity and in consideration for the
payment by the Grantee of the Easement Fee and otherwise on the terms and
conditions set out in this Easement and the Grantee accepts such easement on
such terms.

3 EASEMENT FEE

The Grantee shall pay the Easement Fee to the Grantor if
demanded by the Grantor.

4 EASEMENT ACTIVITY

The Grantee shall not enter on or use the Easement Area for any
purpose other than the Easement Activity.

5 COMPLIANCE WITH STATUTES

The Grantee shall at all times comply with all statutes,
ordinances, regulations, bylaws or other enactments affecting or relating to the
Easement Area or affecting or relating to the Easement Activity.

6 INDEMNITY

The Grantee will indemnify the Grantor from and against all
actions, claims, demands, losses, damages, costs and expenses for which the
Grantor shall become liable arising from loss or damage to the property of, or
death or injury to, any member of the public arising from the Grantee's conduct
of the Easement Activity unless such loss, damage, death or injury is caused or
contributed to by any act, omission, neglect or breach of this Easement on the
part of the Grantor or any employee, contractor or agent of the
Grantor.

7 LAND MANAGEMENT

7.1 The Grantee shall act in accordance with every relevant
Strategy and Plan which relates to the Easement Area for the time being in
force, including any amendments to the Strategy or Plan, whether the Strategy or
Plan or amendment was approved, before, on or after the date on which the
Easement became effective. Any material breach or contravention by the Grantee
of any relevant Strategy or Plan, or both shall be deemed to be a breach of this
Easement.

7.2 The Grantor will, from time to time, provide such details
of any Strategy or Plan which relates to the Easement Area as may be reasonably
necessary to ensure the Grantee is able to comply with clause 7.1,
whether or not such details are in the public domain.

7.3 The Grantee shall avoid stock movement practices that are
likely to result in the stock which are being moved along the Easement Area
straying outside the Easement Area (other than in the Grantee's
Land).

7.4 Neither the Grantor nor the Grantee shall have any
obligation to the other to maintain or improve the Easement Area and the Grantor
shall have no obligation to make any part of the Easement Area suitable for
motorbike access.

8 STRUCTURES AND EASEMENT AREA ALTERATIONS

The Grantee shall not erect or bring into the Easement Area any
structure, install any facility, undertake any development of any kind nor alter
the Easement Area in any way.

9 PROTECTION OF THE ENVIRONMENT

The Grantee shall not, whether by act or omission bring or
deposit debris, rubbish or other dangerous or unsightly matter in the Easement
Area or damage the natural features of the Easement Area and shall ensure that
its invitees do not carry out any acts prohibited under this clause.

10 SAFETY

10.1 The Grantee shall undertake the Easement Activity in a
safe and reliable manner, with due regard for the safety of members of the
public using the Easement Area.

10.2 The Grantee shall ensure that any employee, contractor or
agent of the Grantee using the Easement Area on horseback or on a motorbike
gives right of way to members of the public in the Easement Area on
foot.

10.3 The Grantee shall notify the Grantor if it becomes aware
of any natural events or activities on the Easement Area or in the surrounding
area which the Grantee reasonably believes may endanger the public or the
environment as soon as it is reasonably practicable to do so.

11 ASSIGNMENT

11.1 The Grantee shall not transfer, sublicence, assign,
mortgage or otherwise dispose of the Grantee's interest under this Easement or
any part thereof without the prior written consent of the Grantor. The Grantor
will not withhold its consent to the transfer of the Grantee's interest under
this Easement if the proposed transfer is to the successor in title of the
Grantee to the Grantee's Land and the proposed transferee is solvent and
reasonably capable of performing its obligations under this Easement, but no
transfer of the Grantee's interest under this Easement to any other person will
be permitted.

11.2 The Grantor may, as a condition of giving its consent
under clause 11.1, require that the assignee covenant to take out and
keep current a policy of public risk insurance applicable to the Easement Area
and the Easement Activity for such amount as the Grantor may from time to time
reasonably require.

11.3 Upon any transfer of the Grantee's interest under this
Easement becoming effective then, subject to compliance with clause 11.2,
the Grantee shall be released from its obligations under this Easement, except
any liability for any breach which occurred prior to the date of the
transfer.

12 THIRD PARTIES

The Grantee shall not allow any third party to use the Easement
Area for any purpose, and acknowledges that any third party activities will be
subject to the Grantor's sole discretion.

13 DEFAULT

If any party ( the defaulting party ) neglects or refuses to
perform or join with the other party in performing any obligations under this
Easement, the following provisions shall apply:

13.1 the other party may serve on the defaulting party a
written default notice requiring the defaulting party to perform or join in
performing such obligation;

13.2 if at the expiry of the default notice the defaulting
party still neglects or refuses to perform or join in performing the obligation
the other party may:

(a) perform such obligation; and

(b) for that purpose enter the Land and carry out any
work;

13.3 the defaulting party shall be liable to pay to the other
party the costs of the default notice (including reasonable legal costs incurred
on a solicitor and client basis in preparing and serving the default notice),
and the proportion of costs specified in the default notice to be incurred by
the other party in performing such obligation; and

13.4 the other party may recover from the defaulting party as a
liquidated debt any money payable pursuant to this clause.

14 POWERS, RIGHTS AND AUTHORITIES

14.1 No power is granted or implied in respect of this Easement
for the parties to determine this Easement for any breach of covenant (express
or implied) or for any other cause whatsoever. It is the intention of the
parties that this Easement shall subsist forever.

14.2 All powers, rights and authorities of the Grantor under
this Easement and any notice required to be given by the Grantor may be
exercised and given by the Director-General of Conservation or any officer,
servant, employee or agent of the Director-General of Conservation.

15 NOTICES

15.1 All notices under this Licence shall be in writing. They
shall be delivered personally or by pre-paid post or by facsimile addressed to
the receiving party at the address or facsimile number set out in clause
15.2. A notice given in accordance with this clause shall be deemed to have
been received:

15.1.1 in the case of personal delivery, on the date of
delivery;

15.1.2 in the case of a letter, on the third working day after
posting; or

15.1.3 in the case of facsimile, on the date of
dispatch.

15.2 The addresses for service of notice are:

15.2.1 Grantor: Regional Conservator Otago
PO Box
5244
DUNEDIN

Facsimile: (03) 477 8626

15.2.2 Grantee: Te Runanga o Ngai Tahu

16 COSTS

16.1 The Grantee shall pay the costs of the Grantor in
enforcing or attempting to enforce its rights and powers under this Easement if
the Grantee is in default.

16.2 The Grantee shall pay all costs reasonably incurred by the
Grantor incidental to any application for consent or approval necessary in terms
of this Easement whether or not such consent is granted.

17 PUBLIC ACCESS

17.1 Nothing in this Easement restricts the rights of the
public to have at all times access on foot to, over and across all parts of the
Grantor's Land (including the Easement Area).

17.2 Nothing contained or implied in this Easement confers on
the Grantee exclusive possession or exclusive rights to or over any part of the
Grantor's Land.

18 DISPUTE RESOLUTION AND ARBITRATION

18.1 If any dispute arises between the parties in connection
with the rights or obligations created by this Easement or compliance with such
rights or obligations, the parties shall without prejudice to any other rights
they may have under this Easement, attempt to resolve the dispute by negotiation
or other informal dispute resolution techniques agreed by the
parties.

18.2 If the parties are unable to resolve the dispute by
negotiation or other informal means within 21 days of written notice by one
party to the other of the dispute (or such further period as the parties agree
in writing) either party may refer the dispute to arbitration in accordance with
the Arbitration Act 1996.

EXECUTED as a deed on the date
first written above.

[Execution provisions to come]

APPENDIX 1

AREA PLAN

[A detail from the Area Plan to be inserted]