Ngai Tahu Settlement

ATTACHMENT 10.16
LICENCE FOR SITING OF CAPLES STOCK BRIDGE
Clause 10.9.3)

Date:

BETWEEN

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

(2) TE RUNANGA O NGAI TAHU (Te
Runanga)

(3) THE GRANTOR and TE RUNANGA as co-owners of
the Stock Bridge (the Licensees)

BACKGROUND

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

B Pursuant to that Deed, the Crown agreed to transfer to Te
Runanga a half interest in the Stock Bridge and to grant to the Licensees a
licence for the siting of the Stock Bridge on certain land under the management
of the Minister and in certain airspace over land managed by the Commissioner
subject to the terms of this Licence.

C This Licence is issued pursuant to section [ ] of the Ngai
Tahu Claims Settlement Act 1997 and is a concession for the purposes of the
Conservation Act 1987 insofar as it relates to that part of the Land that is
under the control of the Minister of Conservation.

NOW THEREFORE the parties
agree:

1 DEFINITIONS AND INTERPRETATION

1.1 In this Licence, unless the context otherwise
requires:

Airspace means that space over the
Land occupied by the Stock Bridge shown on the plan annexed as Appendix 1
or such other airspace as may be agreed by the Grantor pursuant to clause
9.2.2;

Commissioner means the Commissioner
of Crown Lands;

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

Easement Land means that part of
the Land which is subject to any easement in favour of Te Runanga;

Land means the Grantor's land
described in Appendix 2, comprising marginal strip managed by the
Minister and unallocated Crown land managed by the Commissioner.

Licence Fee means a once-only fee
of $1.00 including GST payable on the date of this Licence;

Licensed Activity means the
activities referred to in clause 3;

marginal strip has the meaning
given to it in the Conservation Act 1987;

Minister means the Minister of
Conservation;

Station Areas has the meaning given
to it in the Deed of Settlement referred to in Recital A;

Stock Bridge means the bridge
erected in the Airspace or any bridge which may be erected in replacement of
it;

Supports means all abutments,
support wires or other equipment supporting the Stock Bridge;

Support Land means that part of the
Land currently occupied by the Supports shown on the plan annexed as Appendix
1, or such other parts of the Land required from time to time by the
Licensees for the siting of the Supports, subject to the Grantor's consent under
clause 9.1.

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

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

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

1.2.5 a reference to a Licensee includes any receiver,
liquidator, statutory manager or assignee in bankruptcy of that Licensee;
and

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

2 OWNERSHIP OF STOCK
BRIDGE

2.1 The parties record that, on the date of this Licence, the
Crown transferred a half interest in the Stock Bridge to Te Runanga, and that
the Stock Bridge is therefore owned by Te Runanga and the Crown as tenants in
common with each having an undivided half interest in the Stock
Bridge.

2.2 All obligations of the Licensees to the Grantor under this
Licence will be met by the Licensees equally. For so long as the Grantor is a
Licensee, it may choose to enforce any obligations against Te Runanga only for
Te Runanga's half share, in which case compliance by Te Runanga will be deemed
to be compliance by the Licensees with the Licensees  obligation to the Grantor,
and the Grantor cannot take any enforcement action against the Licensees if the
only default is that of the Grantor in its capacity as a Licensee. However,
nothing in this clause affects the Grantor's obligations to Te
Runanga.

2.3 If this Licence is terminated in respect of either
Licensee, that Licensee shall transfer its half interest in the Stock Bridge to
the other Licensee for a price equal to 45% of the value of the Stock Bridge
agreed between the Licensees or, if they cannot agree, determined by arbitration
under clause 21.

3 GRANT OF LICENCE

In consideration of the Licence Fee paid by the Licensees to
the Grantor the Grantor grants to the Licensees a licence to:

3.1 occupy the Airspace for the purpose of using the Stock
Bridge and any necessary maintenance repair or replacement;

3.2 occupy the Support Land for the purpose of using the
Supports and any necessary maintenance repair or replacement; and

3.3 have access from the Station Areas across the Land to the
Support Land for the purpose of maintaining, repairing and replacing the Stock
Bridge or the Supports,

in perpetuity, commencing on the date of this Licence and
otherwise on the terms and conditions set out in this Licence. In addition, Te
Runanga grants to the other Licensee such access over the Station Areas as is
required for the purposes of maintaining, repairing or replacing the Stock
Bridge or the Supports.

4 OTHER CHARGES

The Licensees shall pay all rates and other local authority
charges which may be charged, levied or reasonably assessed, or which become
payable in relation to the Licensees  occupation of the Airspace and the Support
Land and all costs, expenses and charges of any nature incurred by the Licensees
or the Grantor (in which case they shall be reimbursed to the Grantor by the
Licensees upon demand) in relation to the carrying on of the Licensed
Activity.

5 LICENSED ACTIVITY

5.1 Except as otherwise agreed between the Grantor and the
Licensees, this Licence shall not give any right to the Licensees to use the
Land for any purpose other than as may be set out in this Licence.

5.2 The Licensees shall take out and maintain and pay all fees
for all licences, permits, authorisations, consents and renewals as may be
necessary for the proper conduct of the Licensed Activity. The Licensees shall
not do or suffer to be done any act whereby any such licence, permit or
authorisation may be forfeited or suspended or the renewal refused.

6 ACCESS

6.1 Members of the public who have lawful access to the Land
may use the Stock Bridge at any time.

6.2 Te Runanga may use the Stock Bridge for providing sheep
access or for access for its employees, agents or contractors for its farming
operations and shall have access over the marginal strip on either side of the
Stock Bridge for the same purposes.

7 COMPLIANCE WITH STATUTES

The Licensees shall comply with all statutes, ordinances,
regulations, by-laws or other enactments, and all notices and requisitions of
any competent authority affecting or relating to the Licensed
Activity.

8 STOCK BRIDGE

8.1 The Licensees shall take all necessary steps to
ensure that at all times the Stock Bridge is in good order and repair and does
not constitute a danger or a nuisance to any person using the Land. Subject to
clause 8.4, if, at any time during the term of the Licence, the
Licensees, in exercising their rights, give rise to any occurrence or
circumstance which, in the reasonable opinion of the Grantor, constitutes a
danger or a public or private nuisance, then the Grantor may require the
Licensees to alter or modify the Stock Bridge and/or their use of the Stock
Bridge and/or require the Licensees to erect further structures or supports to
minimise the risk and expense to the Grantor so that such danger or nuisance
ceases.

8.2 Subject to clause 8.4, the Licensees shall pay for
all costs and expenses of all maintenance and repairs to the Stock Bridge and
the Supports.

8.3 The Licensees shall not abandon or leave on the Land any
materials, plant or equipment relating to work carried out pursuant to this
Licence, but shall remove such materials, plant or equipment as soon as possible
after completion of such works.

8.4 Notwithstanding the provisions of this clause 8,
nothing in this Licence shall require Te Runanga to pay for the maintenance of
the Stock Bridge and the Supports to a standard suitable for public use.
However, if for any reason the standard of the Stock Bridge and the Supports
falls below the standard suitable for public use (but remains suitable as a
means of access for sheep) the Grantor may:

8.4.1 take steps to stop public access to the Stock Bridge;
or

8.4.2 undertake at its expense such upgrading of the Stock
Bridge or the Supports as may be required to make them of a standard suitable
for public use so long as such upgrading does not adversely affect the use of
the Stock Bridge as a means of access for sheep.

8.5 The Grantor and its agents or servants may enter upon the
Stock Bridge at any time for the purpose of inspecting the Stock
Bridge.

9 REPLACEMENT AND RELOCATION

9.1 The Licensees shall not relocate the Supports without first
obtaining the Grantor's prior consent in writing, such consent not to be
unreasonably withheld. In seeking such consent the Licensees shall submit to the
Grantor plans identifying the area of the Land where the Licensees propose to
relocate the Supports.

9.2 In the event that the Stock Bridge is damaged or destroyed
the Licensees shall have the right to erect a replacement Stock Bridge provided
that:

9.2.1 unless the Grantor otherwise consents in writing, the
dimensions of such new Stock Bridge shall be the same or equivalent to the
dimensions of the existing Stock Bridge; and

9.2.2 the Stock Bridge shall be located in the Airspace
occupied by the existing Stock Bridge or such other airspace in the vicinity of
the existing Stock Bridge as the Grantor may agree in writing, such consent not
to be unreasonably withheld, provided that as a condition of granting such
consent the Grantor may require that the Licensees provide such alternative
access across the land of either Licensee as may be necessary to allow the
Grantor and the public to continue to use the Stock Bridge in accordance with
clause 6.

9.3 In the event that the Stock Bridge is relocated under
clause 9.2.2 the Grantor shall grant the Licensees such easements across
the Land as may be necessary for the Licensees to access the new Stock Bridge
and each Licensee shall grant the Grantor such easement across such Licensee's
land as may be necessary to allow the Grantor and the public to continue to
access the Stock Bridge.

9.4 In the event that one of the Licensees does not wish to
erect a replacement Stock Bridge, the other Licensee may exercise the rights of
the Licensees under this clause 9, and this Licence shall continue in
respect of that Licensee only and shall terminate in respect of the other
Licensee. If that occurs, the Licensee in respect of which this Licence has
terminated shall be released from its obligations under this Licence except any
liability arising prior to the date of the assignment.

10 REMOVAL OF STOCK BRIDGE AND SUPPORTS

From the determination of this Licence the Licensees shall with
all reasonable speed and at their own expense remove the Stock Bridge and all
Supports from the Land, and shall restore that Land that the Licensees may have
disturbed or occupied to a state and condition as near as practicable to the
state and condition of the Land immediately prior to the exercise of such rights
conferred upon the Licensees.

11 OWNERSHIP OF STOCK BRIDGE AND SUPPORTS

Subject to clause 2.3, ownership of the Stock Bridge and
the Supports shall at all times remain with the Licensees.

12 SAFETY

12.1 Each Licensee shall exercise its rights under this Licence
in a safe and reliable manner.

12.2 Each Licensee shall notify the Grantor if it becomes aware
of any matter in relation to the Stock Bridge which the Licensee reasonably
believes may endanger the public or the environment as soon as it is reasonably
practical to do so.

13 INSURANCES AND INDEMNITIES

13.1 Each Licensee shall indemnify the Grantor from and against
all actions, claims, demands, losses, damages, costs and expenses for which the
Grantor shall become liable arising from that Licensee's conduct of the Licensed
Activity unless such loss, damage or injury is caused or contributed to by any
act, omission, neglect or breach of this Licence on the part of the Grantor or
any employee, contractor or agent of the Grantor.

13.2 In consideration for the Licensees  covenant under
clause 6, the Grantor shall indemnify each Licensee from all actions,
claims, demands, losses, damages, costs and expenses for which that Licensee
shall become liable arising from loss or damage to the property of, or death or
injury to, any member of the public using the Stock Bridge pursuant to the right
conferred by clause 6 and arising from the use of the Stock Bridge by
that member of the public, unless such loss, death, damage or injury is caused
or contributed to by any act, omission, neglect or breach of this Licence on the
part of that Licensee or any employee, contractor or agent of that
Licensee.

14 ANNUAL BUILDING WARRANT OF FITNESS

The Licensees shall comply with the requirements of the
Building Act 1991 relating to:

14.1 the supply and display of an annual building warrant of
fitness; and

14.2 the retention, for inspection purposes, of the compliance
schedule for the Stock Bridge and reports on the requirements of that
schedule.

15 ASSIGNMENT

15.1 Neither Licensee shall transfer, sublicense, assign,
mortgage, or otherwise dispose of that Licensee's interest under this Licence or
any part thereof without the prior written consent of the Grantor. However such
consent shall not be withheld if the Licensee proposes to transfer this Licence
to any person to whom it is to transfer its interest in its adjoining land and
in the Stock Bridge and such person is solvent and reasonably capable of
performing its obligations under this Licence. Any assignment of a Licensee's
interest under this Licence may occur only in conjunction with a transfer of
that Licensee's interest in the Stock Bridge.

15.2 If the Grantor gives consent under this clause, the
Licensee concerned shall procure from the transferee, sublicensee or assignee a
covenant to be bound by the conditions of this Licence (including this clause
15). Upon any assignment or transfer taking effect, the Licensee concerned
shall be released from its obligations under this Licence, except any liability
for a breach which occurred prior to the date of the assignment.

15.3 The Grantor may, as a condition of giving its consent
under clause 15.1, require that the assignee covenant to take out and
keep current a policy of public risk insurance applicable to the Land and the
Support Land and the Licensed Activity for such amount as the Grantor may from
time to time reasonably require.

16 TERMINATION

16.1 The Grantor may terminate this Licence in respect of
either Licensee:

16.1.1 by 90 days notice in writing to that Licensee
if:

(a) any money payable to the Grantor by that Licensee under
this Licence is in arrears and unpaid for 28 days after any of the days
appointed for payment; or

(b) that Licensee breaches any term of this Licence, the
Grantor has notified that Licensee in writing of the breach and that Licensee
does not rectify the breach within 90 days of receiving notification;

16.1.2 by 14 days notice in writing to that Licensee
if:

(a) that Licensee fully ceases to conduct the Licensed
Activity; or

(b) that Licensee is convicted of an offence under the
Conservation Act 1987 or any of the statutes listed in the First Schedule to the
Act in relation to its activities on the Land, the Easement Land and the Station
Areas.

16.2 If the Grantor terminates this Licence in respect of any
Licensee under this clause 16, all rights of that Licensee shall
absolutely cease but that Licensee shall not be released from any liability to
pay any money payable by that Licensee up to the date of termination or for any
breach of any term up to the date of termination.

16.3 The Grantor may exercise its right under this clause
16 to terminate this Licence notwithstanding any prior waiver or failure to
take action by the Grantor or any indulgence granted by the Grantor for any
matter or default.

16.4 If either Licensee wishes to surrender its interest in
this Licence during the currency of the term, such surrender may be accepted by
the Grantor on such conditions as the Grantor may deem appropriate.

17 POWERS, RIGHTS AND AUTHORITIES

All powers, rights and authorities of the Grantor under this
Licence 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.

18 NOTICES

18.1 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
18.2. A notice given in accordance with this clause shall be deemed to have
been received:

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

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

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

18.2 The addresses for service of notice are:

18.2.1 Grantor: Regional Conservator Otago
PO Box
5244
DUNEDIN

Facsimile: (03) 477 8626

and: Commissioner of Crown
Lands

18.2.2 Te Runanga: Te Runanga o Ngai Tahu

19 COSTS

19.1 Each Licensee shall pay the costs of the Grantor in
enforcing or attempting to enforce its rights and powers under this Licence if
that Licensee is in default.

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

20 NON - EXCLUSIVE LICENCE

Nothing contained or implied in this Licence confers on the
Licensees exclusive possession or exclusive rights to or over any part of the
Land.

21 DISPUTE RESOLUTION AND ARBITRATION

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

21.2 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 on the date first written
above.

[Execution provisions to come]

APPENDIX 1

[Plan of Airspace Land - detail from Allocation Plan HC
519]

APPENDIX 2

[Description of Land to be inserted]