Ngai Tahu Settlement

ATTACHMENT 10.3
DEED OF COVENANT RELATING TO GREENSTONE VALLEY AREA
Clause 10.5.1(b))

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
discontinuance of cattle grazing on the Land after a transitional period and for
other grazing restrictions to protect ecosystems, for restrictions on
developments to protect the natural landscape character 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:

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

Deed of Settlement means the Deed
of Settlement referred to in Recital A;

Effective Date means the date which
is 8 years after the date of this Deed;

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

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

Mararoa Licence means the grazing
licence granted by the Minister to the Landholder dated 1997 which relates to
the Mararoa Valley Area (as defined in the Deed of Settlement);

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

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
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 LAND

3.1 As from the Effective Date, the Landholder will cease to
graze any animals other than sheep on the Land unless the Minister consents to
the grazing of any other animals on the Land. The Minister will not withhold
consent for the grazing of any other type of animal if he or she is reasonably
satisfied that such grazing will not adversely affect the conservation interests
referred to in Recital B or the public access provided under clause
2.

3.2 During the period between the date of this Deed and the
Effective Date, the level of grazing of animals on the Land will not exceed the
levels at the date of this Deed, which are:

(a) 100 cows (whether with or without calves at foot) in the
summer months (which may be increased to 350 cows (whether with or without
calves at foot) for not more than two weeks in February and two weeks in April
in each year);

(b) 2,000 adult sheep for not more than seven days in the
period from the beginning of January to the end of February in each year, (when
en route to the Mararoa Valley); and

(c) 2,000 adult sheep during the months of April, May and June
in each year.

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

4 GRAZING OF CATTLE AFTER EFFECTIVE DATE

4.1 After the Effective Date, the Landholder may,
notwithstanding clause 3, graze not more than 350 cows (whether with or
without calves at foot) on the Land for not more than two weeks in February and
two weeks in April in each year, but only for so long as the Mararoa Valley
Licence continues in force. Nothing in this clause 4.1 limits clause
3.1.

4.2 The Minister acknowledges that stock grazing in the Mararoa
Valley during the currency of the Mararoa Valley Licence may stray on to the
Land outside the periods referred to in clause 4.1. If that occurs, the
Landholder will remove such stock back into the Mararoa Valley within a
reasonable time after it becomes aware of such straying or after being requested
by the Minister to do so.

5 RESTRICTION ON DEVELOPMENTS

5.1 The Landholder agrees with the Minister that it will not,
without the prior written consent of the Minister:

(a) undertake any tourism development on the Land;

(b) undertake any development requiring a resource consent
under the Resource Management Act 1991 on the Land; or

(c) undertake any development involving:

(i) the construction of a structure of greater than 12 square
metres in area and 4 metres in height;

(ii) the construction of a fence of greater than 1.25 metres in
height; or

(iii) soil movement involving more than 1 cubic metre in volume
in any area of 1000 square metres, except where the soil movement is undertaken
for the foundations of a building permitted under clause 5.1(c)(i) or for
making holes for the posts of a fence permitted under clause 5.1(c)(ii)
or for erecting a stile under clause 2.3.

The Minister will not withhold consent under this clause if the
proposed development is in keeping with the natural landscape character of the
Land and the Crown's adjoining land.

5.2 If the Minister undertakes, or permits any other person to
undertake, any development in the conservation area bordering the Land which is
in the same visual catchment as the Land when seen by a person standing on the
Land, the Minister will not withhold consent under clause 5.1 for any
proposed development by the Landholder on the Land which is of the same type as,
and which has no greater impact on the natural landscape character referred to
in clause 5.4 than, the development undertaken or permitted by the
Minister.

5.3 If the Minister permits the undertaking of any development
of any form of road or railway between Lake Wakatipu and the Milford road
through the Snowdon conservation area (the permitted development), the
Minister will not withhold consent under clause 5.1 for any proposed
development of the same kind or a similar kind by the Landholder on the Land if
the area affected by the permitted development has ecological and recreational
values of equal or greater significance to those parts of the Land which would
be affected by the Landholder's proposed development, and the Landholder's
proposed development has no greater impact on the environment than the permitted
development.

5.4 For the purposes of clause 5.1 and clause
5.2, the natural landscape character of the Land and the Crown's adjoining
land includes:

(a) the overall dominance of native vegetation on wholly
natural landforms, in diverse and natural communities of forests, woodlands,
shrublands, grasslands and wetlands situated in a long curving mountain
valley;

(b) the extent of natural quiet presently found in the
valley;

(c) the occurrence of high water quality in the streams and the
Greenstone River; and

(d) an absence of development in the form of vehicle tracks,
roads, fences (apart from a small number of fences which have minimal visual
impact) and buildings (apart from a small number of huts and lodges all but one
of which are currently largely hidden in the landscape).

This character contributes to a setting that provides a sense
of remoteness and naturalness for tramping, fishing and hunting on
foot.

6 GREENSTONE WALKING TRACK

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

7 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.

8 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 6. 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.

9 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 3.3 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 8 may be obtained in like
manner.

10 TERM

This Deed shall apply in perpetuity.

11 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

PLAN OF WAKATIPU RECREATIONAL HUNTING AREAS

(Clause 1.1, Definition of Wakatipu Recreational Hunting
Areas)

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