Ngai Tahu Settlement

ATTACHMENT 10.20
TERMS OF TRANSFER - VARIATIONS
(Clause 10.12.4)

PART A: VARIATIONS TO TERMS OF TRANSFER
IN ATTACHMENT
6.4

1 The parties agree that Attachment 6.4 will apply to
the transfer of the Station Areas as if:

1.1 All references to   property  or the  Farm were to the
Station Areas;

1.2 All references to any Lease and requirements relating to
any Lease were omitted, it being agreed that the Station Areas will be
transferred with vacant possession;

1.3 The possession date was the Completion Date as defined in
clause 10.1; and

1.4 Paragraph 7 was omitted.

PART B: ADDITIONAL PROVISIONS FOR TERMS OF
TRANSFER

2 CATTLEYARDS - GREENSTONE VALLEY

Te Runanga acknowledges that OTS has, at Te Runanga's request,
arranged for the construction of replacement cattleyards in the Greenstone
Valley at a cost equal to the cost of all materials and labour required for such
construction (which cost will be notified to, and approved by, Te Runanga, with
approval not to be arbitrarily or unreasonably withheld). OTS agreed to
undertake the construction of those cattleyards on the understanding that Te
Runanga would, in addition to the Transfer Value, pay to the Crown an amount
equal to such cost of the cattleyards. Accordingly, Te Runanga agrees to pay
such sum, in addition to the Transfer Value, plus GST, on the Completion
Date.

3 FENCING

The Crown will, prior to the Completion Date, construct fences
between the Lake Rere track and the farm land adjacent to it and the area
between the Greenstone road end carpark and the Greenstone river stock bridge.
The exact fencing lines will be agreed between the Crown and Te Runanga and the
fences shall be built to the standards specified in Appendix 1. Te
Runanga acknowledges that the Crown has, prior to the date of this Deed,
constructed a fence in the Routeburn field area to the standard specified in
Appendix 1.

4 TRANSFER OF BUILDINGS - ELFIN BAY WHARF

The Crown will transfer to Te Runanga on the Completion Date
its right, title and interest in the building adjacent to the Elfin Bay Wharf,
situated on the area of the marginal strip which is subject to the occupation
licence to be entered into by the Crown pursuant to clause 10.11. The
parties acknowledge that the depreciated book value, as at Completion Date of
this building shall be taken into account in determining the Transfer Value and
that no additional amount shall be payable by Te Runanga in respect of
it.

5 REMOVAL OF FENCE

The Crown will, at its cost:

5.1 remove the remains of the damaged post and wire fence
situated in the Upper Caples Valley prior to the Completion Date; and

5.2 make good all soil and other damage incurred as a result of
such removal.

6 TRANSFER OF BRIDGES

The Crown will transfer to Te Runanga on the Completion
Date:

6.1 its right, title and interest in the stock bridge situated
on the land which is to be subject to the licence set out in Attachment
10.14; and

6.2 an undivided one half interest in the stock bridges
situated on the land which is to be subject to the Licences set out in
Attachments 10.15 and 10.16, so that such stock bridges and the
rights of the Licensees under such Licences will thereafter be held by the Crown
and Te Runanga as tenants in common in equal shares.

7 ARRANGEMENTS RELATING TO STEEL CREEK LODGE, MCKELLAR LODGE
AND ROUTEBURN WALK

7.1 Te Runanga acknowledges that:

7.1.1 the transfer of the Station Areas to Te
Runanga:

(a) is subject in all respects to the reservation by the Crown
of the rights of Routeburn Walk Limited and E.R. Hagaman under the agreements
listed in Appendix 2, insofar as they relate to the Station Areas;
and

(b) includes the transfer to Te Runanga of the Crown's rights
under those agreements, to the extent that they relate to the Station Areas;
and

7.1.2 where any agreement relates to both the Station Areas and
any land which will remain owned by the Crown after the Completion Date, the
parties will enter into such arrangement as is necessary to apportion the
interests of the parties relevant to each party's land.

7.2 Te Runanga and the Crown will, on the Completion Date,
enter into documents in the form agreed between Te Runanga and the Crown in
order to preserve the rights of Routeburn Walk Limited and E.R. Hagaman under
the agreements listed in Appendix 2, insofar as they relate to the
Station Areas, and to transfer to Te Runanga the Crown's rights under those
Agreements

7.3 It is acknowledged that the Crown has agreed to assign to
Te Runanga all the Crown's benefit under the document listed as Item 6 in
Appendix 2 (Option Deed), and that the document assigning such
benefit is one of those referred to in paragraph 7.2 to be entered into
on the Completion Date. If Te Runanga subsequently exercises the option under
the Option Deed, the Crown will:

7.3.1 grant to Te Runanga a licence to occupy the site of the
McKellar Lodge and an area of 2 metres around the perimeter of the McKellar
Lodge, such licence to be in the same form as the licence set out in
Attachment 10.18, with all necessary modifications; and

7.3.2 grant an easement for Te Runanga and its employees,
agents and invitees to have access over the Crown's land between the McKellar
Lodge and Te Runanga's adjoining land for so long as such licence to occupy the
site of the McKellar Lodge subsists.

7.4 In the event of the total destruction of the McKellar
Lodge, Te Runanga agrees that it will not replace the Lodge on its current site,
but will allow the licence and easement referred to above to lapse. Te Runanga
will also not be liable to repair partial damage to the McKellar Lodge (unless
it otherwise chooses to) and may, at its discretion, terminate the licence
referred to in paragraph 7.1 in the event of partial damage to the
McKellar Lodge.

8 GOOD HUSBANDRY

8.1 The Crown shall, in accordance with good farming practice
and the normal course of business, maintain all buildings, improvements and
other fixtures on the Station Areas to the same standard they were in at the
date of this Deed, fair wear and tear excepted, or if some lesser standard is
recognised in establishing a revised Transfer Value during Adjustment, to a
standard no worse than that lesser standard, fair wear and tear
excepted.

8.2 From the date referred to in clause 10.13.14, the
Crown shall farm the Station Areas in accordance with the accepted practice of
good husbandry in the district and shall not remove from the land any trees or
improvement or fixtures on the land including, but not by way of limitation, any
building, radio/ telecommunication mast and T.V. aerial and appurtenant wiring,
gas, electric or other range, blinds, tank, bath, fences and gates or other
fixtures on the Station Areas at the date of this Deed. The removal of such
items before Completion Date, (where the items were present at the date
of this Deed) will be relevant for the purposes of the adjustment referred to in
clause 10.13.6 and the final determination of Transfer Value under the
Terms of Transfer.

9 TRANSFER OF LIVESTOCK

9.1 The Crown shall transfer to Te Runanga all stock
(comprising sheep, cattle and deer) which are situated on the Station Areas or
the areas which are to be subject to the grazing licence set out in
Attachment 10.10 on the Completion Date.

9.2 No later than the date which is 20 Business Days after the
Legislation Date, the Crown and Te Runanga shall each appoint a suitably
qualified person (in this paragraph representatives) jointly to establish
the numbers of stock and jointly to assess the value of the stock as at the
Completion Date.

9.3 The two representatives shall jointly appoint another
suitably qualified independent person to act as an expert in determining any
dispute under this paragraph 9. If agreement is not reached on such
expert within 5 Business Days after the appointment of the representatives,
either representative may request the President of the Institute of Valuers (or
his or her nominee) to appoint a suitably qualified independent person as the
expert.

9.4 The parties acknowledge that it will not be practical to
undertake special musters of stock for the purposes of this paragraph 9.
Accordingly, the counting of stock numbers will occur when normal musters occur
as part of the farming operations, being:

9.4.1 Cattle: during the month of April;

9.4.2 Sheep: during the month of June; and

9.4.3 Deer: during the month of June.

9.5 Accordingly, the Crown shall give notice to Te Runanga of
the time that the annual muster of each type of stock is to take place so that
arrangements can be made for the representatives and the expert to visit the
Station Areas and the area subject to the grazing licence set out in
Attachment 10.10. The visit or visits will be for the purpose of
establishing the actual number of stock of each type to be transferred from the
Crown to Te Runanga and the estimated current market value per head for each
class of stock as at the Completion Date. The numbers shall be established by a
physical count in the presence of the representatives and the expert.

9.6 Subject to paragraph 9.9, in order to make allowance
for the delay between the date of the physical count of cattle and the
Completion Date, the number of cattle for transfer shall be the number
established by the physical count in April,

9.6.1 plus any new cattle beasts purchased,

9.6.2 less any cattle beasts sold and actual deaths in
cattle observed and verified by the Station Manager between the date of the
physical count and the Completion Date, plus an allowance of 0.25% applied to
the numbers of each class of cattle (excluding bulls) to cover unsighted
deaths.

9.7 The Crown shall deliver possession of the stock on the
Completion Date and Te Runanga shall pay the Crown the agreed or determined
price plus GST on the Completion Date.

9.8 Any default by either party under this paragraph 9
does not entitle the other to cancel or refuse to settle the agreement for sale
and purchase of the Station Areas constituted by the Terms of
Transfer.

9.9 In respect of each type of stock, if the Completion Date
falls on or after the next Business Day after the expiration of the period of 30
Business Days commencing on the date that the muster took place under
paragraph 9.5, then:

9.9.1 no later than 10 Business Days prior to the Completion
Date the representatives shall attempt to agree a suitable allowance for the
delay between the date of the muster of that type of stock and the Completion
Date, having regard to:

a) the number and type of stock that have been sold and
purchased in the ordinary course of business since the date of such
muster;

b) the number and type of stock that would normally be expected
to be born and to die in weather conditions experienced since the date of such
muster;

9.9.2 if agreement has not been reached by the date referred to
in paragraph 9.9.1, the matter will be decided by the expert appointed
under the paragraph 9 in the following 5 Business Day period and his or
her determination will be binding on the parties; and

9.9.3 if, at the next muster, it is established that the
allowance made under paragraph 9.9.1 or 9.9.2 was incorrect (other
than to an immaterial extent), then an appropriate adjustment will be made
between the parties and, if the parties cannot agree on the need for, or extent
of, such adjustment, the matter will be decided by the expert appointed under
this paragraph 9 and his or her determination will be final.

10 PLANT AND CHATTELS

10.1 No later than the date which is 40 Business Days before
the Completion Date, the Crown shall give to Te Runanga a schedule
(Schedule) listing, in respect of the Station Areas:

10.1.1 all the household chattels (if any), farming vehicles
and farming plant and equipment (whether or not they are chattels) which have a
depreciated book value greater than $100 as at 30 June in the previous year,
plus any additional plant and chattels purchased since that date and less any
plant and chattels disposed of during that year; and

10.1.2 all consumable items (being animal drenches and
remedies, weed spray, grain, bulk fuel, hay and haylage),

all of which will be transferred to Te Runanga on the
Completion Date;

In this paragraph 10, the phrase farming plant and
equipment does not include any item which was, or should have been, taken
into account in accordance with the standard valuation practice in establishing
the Market Value of the Station Areas under the Valuation
Methodology.

10.2 No later than the date which is 20 Business Days after the
Legislation Date, Te Runanga and the Crown shall each appoint a suitably
qualified plant and machinery valuer (in this paragraph 10,
representative) to assess the value of the plant and consumables on the
Schedule and the value of any hand tools and sundry plant with an item value of
less than $100 (Minor Plant), which are to be valued as a lump sum
valuation.

10.3 The two representatives shall jointly appoint another
suitably qualified independent person to act as an expert in determining any
dispute under this paragraph 10. If agreement is not reached on such
expert within 5 Business Days of the appointment of the representatives, either
representative may request the President of the Institute of Valuers (or his or
her nominee) to appoint a suitably qualified independent person to act as the
expert.

10.4 The Crown shall ensure that the items listed on the
Schedule and the Minor Plant are kept in the same condition they were in (fair
wear and tear excepted) on the date of the Schedule and are situated on the
Station Areas on the Completion Date.

10.5 Not earlier than 20 Business Days prior to the Completion
Date, the two representatives and the expert shall, unless they agree otherwise,
visit the Station Areas to assess the value of all of the items on the Schedule
and the Minor Plant. Any dispute will be referred to the expert whose decision
will be final and binding on the parties.

10.6 The Crown shall deliver all items on the Schedule and the
Minor Plant on the Completion Date and Te Runanga shall pay the Crown the agreed
or determined price plus GST (if any) on the Completion Date.

10.7 Any default by either party under this paragraph 10
does not entitle the other to cancel or refuse to settle the agreement for sale
and purchase of the Station Areas constituted by the Terms of
Transfer.

APPENDIX 1

FENCING STANDARDS
(Paragraph
3)

1 Fence between Public Easement (Lake Rere track) and
adjacent farm land

General - Fence type - post and waratah with Cyclone twinlock
field high tensile netting with high tensile steel wire top and bottom. Line to
be pegged by Farm Manager. Gates to be positioned as directed by Farm
Manager.

Strainers	2.1m x 175 - 225mm located at end of each strain.
Posts	1.8m x 125 - 150mm at 15m spacing.
Waratah standards	1.65m at 3m spacing.
Netting 8 wire 900mm high 150mm spacing.
Plain wire 3.15mm high tensile steel. 2 wires - bottom wire to be minimum clearance of 50mm from ground.
Gates 4.25m Hurricane cattle gates with good quality gudgeons, fasteners and staples.

A minimum of 5 gates to be located as directed by Farm
Manager.

Department of Conservation to reinstate farm subdivisional
fences as directed by Farm Manager and to erect post and rail crossing points
with stile where these fences cross the easement. An underground power cable to
carry electric fence power supply under easement to fences of lower terrace.
These to be installed as part of fencing contract and as directed by Farm
Manager.

Easement from terrace edge fence to Elfin Bay to be located on
the lake side of the existing fence east of the present laneway.

2 Fence in area between Greenstone road end carpark
and Greenstone river stock bridge through Department of Conservation
land

General - Access to be double fenced with post, waratah
standards, Cyclone twinlock field high tensile netting with high tensile steel
wire top and bottom. Final 25m approach to bridge to be post and rail on each
side.

Strainers	2.1m x 175 - 225mm located at end of each strain.
Posts	1.8m x 125 - 150mm at 15m spacing.
Waratah standards	1.65m at 3m spacing.
Netting 8 wire 900mm high 150mm spacing.
Plain wire 3.15mm high tensile steel. 2 wires - bottom wire to be minimum of 50mm from ground.
Post and rail:
Posts	1.8m x 125 - 150mm at 2m spacing.
Rails	150mm x 40mm tanalised rough sawn - 4 horizontal rails with cap rail spaced as directed by Farm Manager.
Gates	Wooden to be made and positioned as directed by Farm Manager.

3 Fencing built by Crown in Routeburn Field
Area

Specification of new fencing on the northern boundary of
Routeburn with the National Park is divided into four to accommodate the
markedly different risk of fences being swept away by flood water from Burn
Stream and the Dart River.

(a) Areas of low - moderate flood risk. Fence type - post,
standard with 1 barb and 6 plain wires.

Strainers	2.1m x 175 - 225mm located at end of each strain.
Posts	1.8m x 125 - 150mm at 21m spacing.
Waratah standards	1.65m at 3m spacing.
Barb wire 2.5mm high tensile 150mm barb - Top wire.
Plain wire 2.5mm high tensile steel. 6 wires spaced to suit waratah.

(b) Area of moderate flood risk (Dart River). Fence type -
waratah standard with 3 electrified wires.

Strainers	2.1m x 175 - 225mm located at end of each strain.
Angle posts	1.8m x 125 - 150mm.
Waratah standards	1.65m at 6m spacing.
Plain wire 2.5mm high tensile steel 3 wires to suit waratah and electrified.

(c) Area of high flood risk -normal annual flood floodway of
Burn Stream. Fence type - waratah standard, 3 electrified wires and
tapes.

Waratah standards	1.65m at 20m spacing.
Plain wire 2.5mm high tensile steel. 3 wires electrified.
Electric tape 3 strands fix with plain wire as visual warning barrier for stock.

(d) River crossing, river banks and unstable flood areas with
frequent debris and log movement. Single electrified plain 2.5mm high tensile
electrified steel wire with electrified tape as marker tape positioned as
necessary according to terrain.

Stiles provided by Department of Conservation for public
crossing points where fences cross the Burn stream grassed bank
margin.

Hazard signs supplied by Department of Conservation to warn
public of electrified fencing.

APPENDIX 2

AGREEMENTS RELATING TO LODGES AND RWL
(Paragraph
7.1)

1. Greenstone Walk Concession Agreement dated 11 July
1991.

2. Greenstone Walk Concession Assignment Deed dated 30 July
1992.

3. Elfin Bay Concession Agreement dated 11 July
1991.

4. Elfin Bay Concession Assignment Deed dated 30 July
1992.

5. Agreement to Lease Accommodation Lodges dated 6 June
1992.

6. Greenstone Valley Walk Huts Option Deed dated 27 July
1992.

7. Hut Site Agreement dated 11 July 1991.

8. Greenstone Station Hut Site Assignment Agreement dated 27
July 1992.

9. Landing Rights Deed dated 27 July 1992.

10. Hut Sites - General Agreement dated 27 July
1992.

11. Concession Deed dated 27 June 1992.