BJ-349767-854-1-V1:JH

MACALISTER TODD PHILLIPS Barristers, Solicitors, Notaries

Queenstown Ph: (03) 441 0125 – Fax: (03) 442 8116

Email: maildesk@mactodd.co.nz PO Box 653

QUEENSTOWN

DATED 2009

QUEENSTOWN-LAKES DISTRICT COUNCIL

(Lessor)

THE PREFERRED DEVELOPER

(Lessee)

(Guarantor)

DEED OF LEASE

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DEED OF LEASE THE QUEENSTOWN-LAKES DISTRICT COUNCIL a Body Corporate under the Local Government Act 1974 (hereinafter together with its successors and assigns called "the Lessor") DOES HEREBY LEASE 13,298m2 more or less being part of a Local Purpose (Marina) Reserve described as Section 48 and Section 52-53 Block XXI Shotover Survey District and being part of the land comprised in Certificate of Title OT7B/844 (Otago Registry) more particularly shown outlined in red on the plan attached hereto ("the Land") to THE PREFERRED DEVELOPER a duly incorporated company having its registered office at (hereinafter together with its successors and assigns called "the Lessee") to be held by the Lessee as tenant for the term of thirty (30) years commencing on the day of 20 (the Commencement Date) yielding and paying therefore an annual rent hereinafter provided AND THE LESSEE accepts this Lease to be held by the Lessee as tenant, subject to the conditions, restrictions and covenants set forth in this Lease. (the Guarantor) DO HEREBY GUARANTEE the obligations of the Lessee pursuant to this Deed of Lease in accordance with clauses 32, 33 and 34 of this Deed of Lease. AND THE LESSEE DOES HEREBY COVENANT WITH THE LESSOR as follows: 1. DEFINITIONS

“Buildings” means those four buildings authorised by the Resource Consent for activities related to the Marina, such as offices, Harbourmaster, restaurant/café/bar, boat goods shed, marina related retail, marine rescue and aquatic clubs or groups and the underground car park constructed below the Buildings. Such Buildings to be completed in accordance with the Resource Consent. Provided That the Lessee acknowledges that no Building shall be used for residential or visitor accommodation.

“Commencement Date” means the day of 20 .

“Earthworks and Landscaping” means those earthworks, excavations, landscaping and planting authorised or required by the Resource Consent as part of Onshore Works and Underground Car Park and Landscaping required to provide amenity areas, streetscape, planting, grassed areas and lakefront interaction associated with the Buildings and foreshore revetment works authorised by the Resource Consent.

“Land” means that part of Sections 48 and Sections 52-53 Block XXI Shotover Survey

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District, Certificate of Title OT7B/844 shown edged red on the plan attached hereto, and being the area of land leased by the Lessor to the Lessee pursuant to this Lease.

“Lessee’s Use” means establishing, constructing and operating the Onshore Works and Buildings and leasing the same at rentals to be agreed by the Lessor from time to time. Provided That the Lessee shall not be entitled to subdivide or Unit title the Underground Car Park or any Building.

“Marina” means the floating reinforced pontoons attached to the lakebed by a screw anchor

bungy system, comprising a breakwater arm and the main berth area. The main berth area shall be accessed via its connection to the land directly in front of the Onshore Works more particularly described in the Resource Consent and authorised by the Queenstown-Lakes District Council pursuant to its Frankton Marina Resource Management Plan 1989 (as reviewed in 1996 and 2001).

“Onshore Works” means the land connection to the Marina, the buildings, hard stand,

tractor and trailer boat lift, car parking (both underground and above ground), trailer parks, pedestrian and vehicle traffic circulation, berth works and landscaping all more particularly described in Resource Consent RM 070524.

“Public Areas” means the Toilet Block, the public slipway, boatshed, travel lift and hard

stand and all parts of the Land above ground level, other than those parts on which Buildings are erected (with the exception of the Toilet Block).

“Reserve” means all that Local Purpose (Marina) Reserve vested in the Queenstown-Lakes District Council and comprises in Certificate of Title OT7B/844, 2062, OT13A/645, OT13A/644 and 2937 (Otago Registry).

“Resource Consent” means the resource consent dated 24 June 2008 granted by Queenstown-Lakes District Council under Number RM 070524 and by Otago Regional Council under Numbers 2007.365-367 and 2007.272-282 or any subsequent or replacement resource consent issued by Queenstown Lakes District Council and Otago Regional Council for the Marina and Onshore Works.

“Stage One of Onshore Works” means the completion of all Buildings, Underground Car Park, above ground car and trailer parks and landscaping necessary to support and service Stage One of the Marina together with all associated paths, walkways, hard and soft

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landscaping and associated works. No Building other than those necessary to complete the Toilet Block and the Underground Car Park shall be commenced until Stage One of the Onshore Works is completed.

“Stage One of the Marina” means the completion of (A) commercial boat berths and (B) public boat berths.

“Toilet Block” means the proposed public toilet block which will comprise part of the Onshore Works and occupy one of the Buildings.

“Underground Car Park” means the underground car park constructed below the Buildings (or some of them) to provide car parking for (C) vehicles as authorised by the Resource Consent.

2. Lessee Will Pay Rental

THAT the Lessee will pay unto the Lessor the rent hereinafter provided (together with Goods and

Services Tax thereon) and in the manner following free of all exchange and any other deductions

and will also pay and discharge all rates taxes or other charges whatsoever now or hereafter to

become payable in respect of it’s occupation of the land or any part thereof during the said term.

3. Annual Rental

THAT the annual rent shall be payable as follows from the Commencement Date:

(a) On that part of the Land upon which the Lessee has constructed or will construct

underground car parking (the Car Park Land) the Lessee shall pay to the Lessor rental at the rate of $X per car park, (Y)so that the total rental payable for the Car Park Land shall be $X x Y = $Z plus GST per annum (the Car Park Rental);

(b) On that part of the Land upon which the Lessee has constructed or will construct commercial buildings (the Commercial Building Land) the Lessee will pay to the Lessor rental at the rate of $x per square metre for each square metre occupied by the Commercial Building Land (less any car parking within the Commercial Building Land which is covered by sub clause (a) above) so that the total rental payable for the Commercial Building Land shall be $X x Ym2 = $Z plus GST per annum ( the Commercial Building Rental);

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(c) On that part of the Land which is not either Car Parking Land or Commercial Building Land and which substantially adjoins Lake Wakatipu (the Foreshore Land) the Lessee will pay to the Lessor rental at the rate of $X per annum plus GST (the Foreshore Rental);

(d) The total annual rental payable by the Lessee to the Lessor shall be the sum of the Car Park Rental, the Commercial Building Rental and the Foreshore Rental plus GST (hereinafter together called the Full Rental).

4. Reduced Rental 4.1 DURING the construction of the car parks, the Buildings and any marina facilities on the

foreshore land, the Lessor will accept the following reduced rentals:

(a) (A) % of the Car Park Rental referred to in clause 2(a) plus GST for the first

six months of the term of this Lease.

(b) (A) % of the Commercial Building Rental referred to in clause 2(b) plus GST for the first six months of the term of this Lease;

(c) (A) % of the Foreshore Rental referred to in clause 2(c) plus GST for the first six months of the term of this Lease;

(d) (B) % of the Car Park Rental referred to in clause 2(a) plus GST for the second six months of the term of this Lease;

(e) (B) % of the Commercial Building Rental referred to in clause 2(b) plus GST for the second six months of the term of this Lease;

(f) (B) % of the Foreshore Rental referred to in clause 2(c) plus GST for the second six months of the term of this Lease;

(hereinafter together called the Reduced Rentals)

4.2 The Reduced Rentals shall cease on the first anniversary of the Commencement Date

whereupon the Full Rentals referred to in clause 2 shall become payable by the Lessee to the

Lessor.

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5. Monthly Rent Payments

THE Lessee will pay the total annual rental (whether the Full Rental or the Reduced Rental) by twelve (12) equal monthly payments in advance (by automatic payment if requested by the Lessor) on the 1st day of the month, commencing on the Commencement Date.

6. Rent Reviews

(a) The Lessor may review the Full Rentals in accordance with the provisions of this Deed.

At each review date the Full Rentals shall be reviewed having regard to the current

market rent for the land at the time of each rent review.

(b) Review dates (for this lease and any renewal thereof) shall be at three (3) yearly

intervals after the commencement of the payment of the Full Rental.

(c) The Lessor shall commence a review by not earlier than three (3) months prior to a

review date or at any time up to the next following review date giving written notice to the

Lessee specifying the proposed new rentals.

(d) If, by written notice to the Lessor within twenty-eight (28) days after receipt of the

Lessor's notice, the Lessee disputes the proposed new rentals and requires the said

rentals to be determined by arbitration then the new rentals shall be determined by

arbitration BUT such rentals shall not be less than those applicable during the period of

twelve (12) months immediately preceding the review date.

(e) If the Lessee fails to give such notice the Lessee shall be deemed to have accepted the

rentals specified in the Lessor's notice.

(f) The rentals so determined or accepted shall apply from the review date or the date of

the Lessor's notice if such notice is given later than the review date.

(g) Pending the resolution of the reviewed rent, the Lessee shall pay the rent calculated in

accordance with the rentals specified in the Lessor's notice. Upon determination of the

reviewed rent an adjustment shall be made by either the Lessor or Lessee if applicable.

(h) The rent review at the option of either party may be recorded in a Deed, the cost of

which shall be borne by the Lessee.

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7. Use of Land THAT the Lessee shall use the Land solely for the purpose of establishing, constructing and

operating the Onshore works and leasing the same at rentals to be agreed by the Lessor from

time to time (the Lessee’s Use) and will establish and operate the said Lessee’s Use in a proper

and efficient manner so as to provide a bona fide service to the public to the satisfaction of the

Lessor and if at any time the Lessor is of the opinion that the Land leased is not being used or is

not being sufficiently used for the purposes specified above the Lessor after making such

enquiries as the Lessor thinks fit and giving the Lessee an opportunity of explaining the usage of

the Land and if satisfied that the Land is not being used or not being sufficiently used for the

purposes specified in this Lease may terminate this Lease on such terms as the Lessor may

approve.

8. Commencement and Completion of the Onshore Works

8.1 The Lessee shall commence the construction of Stage 1 of the Onshore Works within (W)

months of the Commencement Date and shall complete Stage 1 of the Onshore Works within (X)

months of the Commencement Date. If at any time the Lessor is of the opinion that the Onshore

Works have not been commenced or completed within the timeframes set out herein, the Lessor

after making such enquiries as it thinks fit and after giving the Lessee an opportunity of

explaining the reasons for the delays in commencing and/or completing the Onshore Works, may

terminate this Lease on such terms as the Lessor may approve.

9. Assignment and Subletting (a) That the Lessee shall not at anytime during the said term transfer, sublet, mortgage or

otherwise dispose of its interest or any part thereof in the Lease without the prior

consent of the Lessor, which consent shall not be unreasonably withheld.

(b) Subject to clause 9 (a) any transfer, sublease, mortgage, or disposal of the Lessee’s

interest or any part thereof in the Lease shall be on such terms and conditions as may

be reasonably imposed by the Lessor.

(c) Where the Lessee is an unlisted company then any change in the legal or beneficial

ownership of any of its shares or issue of new capital whereby there is a change in the

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effective management or control of the company is deemed to be an assignment of this

Lease which will require the consent of the Lessor pursuant to clause 9(a).

10. Maintenance by Lessee

(a) That the Lessee shall at all times at its own expense:

(i) Maintain and keep in good order and repair all Buildings improvements and

structures, earthworks and landscaping comprising the Onshore Works on

the Land, and any fences when reasonably required to do so by the Lessor

(but subject to clause 11 hereof).

(ii) Paint the exterior of any Buildings improvements and structures on the land,

and any fences when required to do so by the Lessor, acting reasonably.

(iii) Maintain and keep in a tidy condition to the satisfaction of the Lessor all

gardens, grounds, yards, surfaced areas, lawn areas, trees, bush and

landscaping (but subject to clause 11 hereof).

(iv) Arrange for the disposal of rubbish or waste matters of any nature

whatsoever and remove the same from the Land.

(b) That the Lessee shall not:

(i) Do any act which detracts from the neatness and natural beauty of the

Reserve.

(ii) Without the written consent of the Lessor cut down any trees or bush.

(iii) Allow any boardings, advertisements or billboards to be erected or displayed

without the prior consent of the Lessor.

(iv) Allow any buildings or improvements erected on the Land to be used for

personal accommodation or any form of living accommodation or residence.

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10.1 Where the Lessee is authorised by the Resource Consent to stage the development of the On

Shore Works, and in particular has agreed to defer the construction of any part of the

Onshore Work for up to ten (10) years from the Commencement Date, then the Lessee shall

be responsible for landscaping and maintaining the site(s) of such staged or deferred On

Shore Works (including building sites, car parks, paths, walkways and vehicle access ways)

to the satisfaction of the Lessor. Such landscaping shall be in accordance with a landscape

plan approved by the Lessor prior to the Commencement Date. The Lessee shall also be

responsible for maintaining such landscaping until the On Shore Works are completed on the

relevant site(s) and the maintenance of such landscaping shall not be the responsibility of the

Lessor pursuant to clause 11(b).

11. Maintenance by Lessor

(a) The Lessor will be responsible for the cleaning and maintenance of the Toilet Block from

the later of the Commencement Date or the date upon which a Code Compliance

Certificate is issued for the Toilet Block or the Building in which the Toilet Block is

situated.

(b) The Lessor will be responsible for the maintenance of vegetation forming part of the

Earthworks and Landscaping from the date twelve (12) months after such vegetation

has been planted by the Lessee as part of the Onshore Works. Any plant, tree, bush or

other vegetation which dies within twelve (12) months if the date of planting will be

replaced by the Lessee at the Lessee’s cost.

12. Comply with Statute

(a) That the Lessee shall comply with the provisions of all statutes regulations ordinances

and bylaws (present or future) affecting the Land or any improvement on the Land and

also with the provisions and requirements of all licences requisitions and notices lawfully

issued made or given by any authority of competent jurisdiction.

(b) That without limiting the generality of Clause 12 (a):

(i) The Onshore Works shall comply with the Resource Management Act 1991.

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(ii) All buildings and structures on the Land shall comply with the provisions of

the Building Act 2004 and with any building health or time requirements of

any authority; and

13. Fuel

Any fuel or petrol for whatever purpose shall be stored on the Land or in any Building in

accordance with the provisions of the Hazardous Substances and New Organisms Act 1996.

14. Advertisements

No advertisement or billboards shall be erected or displayed on the Land or any Building without

prior written approval of the Lessor.

15. Buildings

The Lessee shall not use the Buildings for any purpose not stated in the definition of Buildings in

clause 1 hereof without the prior written consent of the Lessor.

16. The Onshore Works

(a) The Lessee will carry out the Onshore Works strictly in accordance with the terms and

conditions of the Resource Consent.

(b) That the Lessee shall not alter replace or paint any building or erect alter replace or paint

any fence or other structure on the Land without the prior written consent of the Lessor.

(c) That no buildings or improvements shall be erected on the land for personal occupation

or any form of living accommodation or residence.

(d) That prior to the granting or withholding of the Lessor's consent pursuant to Clauses 17

(b), or (c) the Lessee shall submit to the Lessor plans, specifications, colour schemes,

financing details or other details that may be required by the Lessor in relation to any

proposed building, improvement, development or work on the Land.

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(e) That the Lessee shall allow the general public unrestricted access, without charge to the

Public Areas and those parts of the Reserve not covered by this Lease.

17. Lessees Indemnity

17.1 THAT the Lessee shall indemnify and keep indemnified the Lessor against all legal liability in

respect of actions, proceedings, costs, claims and demands that may be made against either of

them for which they may be liable at the suit of third parties in respect of any loss or damage

caused by or arising out of or in connection with the exercise or purported exercise of the rights

hereby granted or resulting from any act or omission on the part of the Lessee or the Lessee's

agents, employees, contractors, members, invitees or other persons for whom the Lessee is

responsible or otherwise resulting from any use of the land in connection with this Lease.

17.2 That the Lessee shall at all times during the term hereof and any renewed term absolutely and

completely indemnify the Lessor from and against all claims, injuries, damages or losses which at

any time result during any authorised construction of the Onshore Works, including any permitted

alterations, maintenance and additions thereto and from any commercial operation on or from the

leased land.

18. Public Liability Insurance

(a) That without in any way limiting the obligations of the Lessee pursuant to Clause 19 the

Lessee shall forthwith take out and thereafter during the continuance of this Lease keep

in the name of the Lessor with some insurer to be approved by the Lessor a public

liability insurance policy for not less than TEN MILLION DOLLARS ($10,000,000.00) for

any one accident whereby the Lessor shall during the term of this Lease be indemnified

against all actions suits claims demands proceedings losses damages compensation

sums of money costs charges and expenses to which the Lessor shall or may be liable

AND the Lessee will pay all premiums and other monies payable in respect of all such

insurance as the same shall become due and payable and will produce to the Lessor,

such policy or policies of insurance and the receipts for the premiums and other monies

payable thereunder within fourteen (14) days of the due date of such premiums and

other monies and if default shall be made in keeping the said policy or policies on foot as

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aforesaid or in the event of the premiums or other monies payable in respect thereof

being unpaid or the receipts thereof or the policy or policies not being produced to the

Lessor then the Lessor may effect and maintain such insurance and pay the said

premium or other monies or any of them and all monies expended for such purposes

shall be repaid by the Lessee to the Lessor on demand AND the Lessee will not do or

omit or suffer to be done or omitted any act matter or thing whereby any such

insurances may be vitiated or rendered voidable and will give true and particular

information to the office or Company with which the said insurances are effected of all

matters and things the non-disclosure of which might in any way prejudice or affect the

said policy or policies of insurance or the payment of all or any monies thereunder in the

event of any claim being made against the Lessor as therein provided.

(b) That if the Lessor makes any payment due under this Clause on behalf of the Lessee

and such remains unpaid after fourteen (14) days of demand having been made the

Lessor shall have the right to sue for and recover the same as if it were a debt owing to

the Lessor.

19. Buildings Insurance

THAT the Lessee shall at all times during the term keep and maintain the Onshore Works insured in the joint names of the Lessor and the Lessee against loss damage or destruction by fire or earthquake and against such other risks as the Lessor may reasonably require and will produce to the Lessor upon demand the receipt or receipts for the premiums payable on account thereof and the policy or policies and all monies received pursuant to any such insurance shall be expended in or towards the repair reinstatement and re-erection of buildings and other improvements on the Land comprising the Onshore Works PROVIDED HOWEVER that if the Lessor determines that such destroyed or damaged buildings or other improvements are not to be repaired, reinstated or re-erected the Lessee shall forthwith remove the damaged or destroyed buildings or other improvements or the remains thereof and shall forthwith restore the area to the satisfaction of the Lessor and that in such event the cost of removing damaged or destroyed buildings or other improvements and restoring the land shall be met from the proceeds of the insurance. Any balance of the proceeds of the insurance left over following the completion of the said work shall be paid to the Lessee or other persons entitled to the same.

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20. Nuisance (a) That the Lessee will not use or allow to be used the Land or any building, structure or

improvement on the Land in any way that may constitute a nuisance or annoyance to

the Lessor or to any person lawfully on or using the Reserve or in such a way as may

prejudice the Lessor in its control of the said Reserve or as may expose the Lessor to

any liability.

(b) That the Lessee shall indemnify and keep indemnified the Lessor against any actions

proceedings costs claims demands or fines pursuant to any Statute, Regulation,

Ordinance or Bylaw (present or future) arising from any breach or non compliance by the

Lessee with Clause 20(a).

21. No Discrimination

THAT the Lessee shall not discriminate in any manner against or refuse facilities to any person or persons except on the ground of misconduct or misdemeanour or uncleanness or by reason of the fact that the facilities now erected and hereafter to be erected on the Land are fully occupied PROVIDED HOWEVER that any omission or failure to observe any of the rules referred to in Clause 23 hereof if made in good faith and provided any person so offending complies with such rule upon his attention being drawn to it shall not be deemed to be a reason for his removal or expulsion. The Lessee will at all times observe a strictly uniform and impartial attitude as to admission rates and services and in all respects to all persons except as aforesaid the Lessee will afford as efficient a service as is usual for the Lessee’s Use referred to in Clause 7 hereof.

22. Management

THAT the Lessee may make such rules for the management and control of the Buildings and improvements erected and to be erected on the Land and the conduct of persons using the same and the conduct of persons using the Land and facilities thereon as may be proper and necessary PROVIDED THAT all rules so made shall be consistent with these presents and before coming into force shall be submitted to and approved by the Lessor. The Lessee shall cause all such rules when so approved and adopted to be printed and posted up in some conspicuous place on the Land for the information and guidance of all persons using the said buildings facilities and Land. AND PROVIDED THAT nothing in this clause shall prevent the general public from having unrestricted access, without charge to the Public Areas.

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23. No Right to Acquire Fee Simple

THAT nothing herein contained or implied shall be deemed to confer on the Lessee the right to acquire the fee simple of the Land.

24. Arrears of Rent

(a) Without prejudice to the other rights powers and remedies of the Lessor under this Deed

of Lease if any rent or other monies owing by the Lessee to the Lessor on any account

whatsoever pursuant to this Deed of Lease shall be in arrear and unpaid for seven (7)

days after the due day for payment thereof (whether any formal or legal demand

therefore shall have been made or not) such monies shall bear interest compounded on

quarterly rests and computed from such due date until the date of payment in full of such

monies at a rate of 15% and the said interest shall be recoverable in a like manner as

rent in arrears.

(b) If and whenever the rent hereby reserved or any part thereof is in arrear or unpaid for

fourteen (14) days after the due date for payment thereof (whether formal or legal

demand therefore shall have been made or not) then the Lessor shall be entitled to levy

by distress the rent so in arrear and unpaid.

(c) That if:

(i) The rent hereby reserved or any part thereof shall be in arrears or unpaid on any day on which the same ought to be paid and shall remain unpaid for thirty (30) days thereafter whether the same shall be lawfully demanded or not; or

(ii) Default is made by the Lessee in the full and faithful performance and observance of any of the covenants conditions or agreements contained in this Lease; or

(iii) The Lessee shall be wound up or dissolved or enter into any composition with or assignment for the benefit of its creditors or being a private person shall be adjudged bankrupt or being a Limited Liability Company shall go into liquidation or an Order is made or an effective Resolution is passed for winding-up or a Receiver of the assets or any part thereof is appointed or if the estate or interest of the Lessee shall be made subject to any Writ of Sale or Charging Order or if the Lessee shall cease to function -

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then in any such case it shall be lawful for the Lessor forthwith without suit notice

or demand to enter into and upon the Land or any part thereof in the name of the whole and determine this Lease but without discharging the Lessee from liability for rent due or accruing due or from any previous breach of the covenants conditions or agreements herein contained or implied.

25. Right of Renewal

(a) PROVIDED the Lessee has during the term of this Lease observed and performed the

terms and conditions contained in this Lease and given the Lessor at least three months

notice in writing of its wish to renew the term of this Lease; and

(b) The Lessee has obtained a renewal, extension or grant of a new lease from Land

Information New Zealand (LINZ) in respect of the Lease of the lakebed for the Marina.

Then the Lessor shall at the cost of the Lessee renew the term of this Lease for a further number

of years equal to the number of years granted by LINZ by way of renewal, extension or new

lease in respect of the Lease of the lakebed for the Marina and referred to in (b) above upon and

subject to the same terms and conditions contained herein (with the exception of this right of

renewal clause which shall not apply in the renewed term) and at an annual rental determined in

accordance with clause 6 hereof.

26. Notices

(a) Any notice required to be given to the Lessor under this Lease may be served by

delivering the same to the Chief Executive Officer of the Queenstown-Lakes District

Council or by posting the same by registered letter to the offices of the Lessor.

(b) Any notice required to be given to the Lessee if the Lessee is an individual may be

served by delivery to him either personally or by posting it by registered letter addressed

to that person at his last known place of abode or business in New Zealand. Any notice

required to be given to the Lessee if the Lessee is a Company or Society incorporated

under the Incorporated Societies Act 1908 may be served by leaving it at the Company's

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or Society's registered office or by sending it through the post in a registered letter

addressed to the Company or Society at that office.

27. Removal of Improvements

THAT on termination of this Lease under Clauses 7 or 8 hereof or by effluxion of time surrender breach of conditions or otherwise the Land together with all improvements thereon shall revert to the Lessor without compensation payable to the Lessee Provided That:

(a) The Lessor may require the Lessee to remove the whole or some of the improvements

from the Land (provided that the landscape improvements shall not be destroyed or

removed) and reinstate the Land to the Lessors requirements, including landscaping if

deemed necessary by the Lessor.

(b) The Lessee shall if required to do so by the Lessor and where practicable, remove the

whole or some of any Buildings or other improvements from the Land.

(c) Where improvements are of value to the Lessor, the Lessor may pay to the Lessee the

value of the improvements as determined by independent valuation.

(d) Where an incoming lessee takes over this Lease from the Lessee, that incoming Lessee

shall pay to the Lessee the value as determined by independent valuation of specified

improvements.

(e) The Lessee shall leave the Land in a clean and tidy condition to the satisfaction of the

Lessor and shall not destroy or remove landscape improvements on the Land.

28. Reserves Act 1977

THAT these presents are intended to take effect as a Lease of part of a Local Purpose (Marina) Reserve under Section 40 and Section 61(1) of the Reserves Act 1977 and the provisions of the said Act and of any Regulations made thereunder applicable to this Lease shall to the extent that the said provisions and regulations are compulsory in their application to this Lease be binding in all respects upon the parties hereto in the same manner as if such provisions had been fully set out herein.

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29. Consents

THAT if the Lessee at any time requests the consent of the Lessor pursuant to any clause in this Lease which provides for consent by the Lessor THEN the Lessor shall not unreasonably withhold that consent.

30. No Fetter to Lessor’s Regulatory Capacity

Notwithstanding that the Lessor enters into this Lease in its corporate capacity as owner and administrator of the Land to be leased the Lessee acknowledges that nothing in this Lease shall fetter, restrict or bind the Lessor in its regulatory capacity and any consents or agreements given herein shall not be construed as consent or agreement by the Lessor in its regulatory capacity.

31. Arbitration

THAT in the event of any dispute arising between the Lessor and the Lessee as to their respective rights and obligations under this lease the dispute shall be referred to the arbitration of a single arbitrator in case the parties can agree upon one but if they cannot agree then each party shall appoint his arbitrator and they an umpire (appointed prior to the arbitration) and such arbitration shall be carried out in accordance with the provisions of the Arbitration Act 1996 or any other relevant legislation. No reference to arbitration shall be deemed to suspend rental or other payments due under this Lease and all payments otherwise due shall be made pending the result of any arbitration.

AND THE GUARANTOR DOES HEREBY COVENANT WITH THE LESSOR as follows: 32. Guarantee

THAT in consideration of the Lessor entering into and executing this Lease in favour of the Lessee at the request of the Guarantor (as is hereby admitted and declared) the Guarantor covenants with and guarantees to the Lessor and the Lessor's successors in title to the Land that:

(a) The Lessee and the Guarantor will:

(i) punctually pay on their due date all rental and other moneys from time to

time payable pursuant to this Lease and all renewals of it; and

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(ii) perform all covenants in this Lease and all renewals of it.

(b) Although as between the Lessee and the Guarantor the latter may be a surety only as

between the Guarantor and the Lessor the Guarantor is a principal and:

(i) the death, bankruptcy or winding up of the Lessee or any other guarantor or

person; or

(ii) the giving of time or any indulgence by the Lessor to the Lessee or any other

guarantor or person; or

(iii) the exercise or non-exercise or waiver by the Lessor or any of its powers

expressed or implied under this Lease; or

(iv) the variation (including pursuant to any rental review) or renewal of this

Lease pursuant to any right of renewal contained in this Lease; or

(v) this Lease or the Lessee's liability under this Lease, being or becoming

invalid, illegal or unenforceable through any act, omission or legislation; or

(vi) assignments of this Lease or changes in the shareholding of the Lessee

shall not exonerate or release the Guarantor from the liabilities of the Guarantor under

this Lease nor shall the Guarantor be released by any other act, omission, matter or thing where a surety only would be released.

(c) The Guarantor shall if called upon to do so by the Lessor:

(i) confirm in writing that the Guarantor's covenants under this deed remain

unaltered notwithstanding any event referred to in Clause 33(b); and

(ii) enter into any variation, rental review or renewal documentation; and

(iii) execute a new lease as lessee on the terms and conditions of this Lease for

the then unexpired term of this Lease in the event this Lease is at any time

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lawfully disclaimed or abandoned by any receiver, liquidator or statutory

manager of the Lessee.

33. Guarantors Indemnity

THAT the Guarantor will indemnify the Lessor against any loss the Lessor might suffer should this Lease be lawfully disclaimed or abandoned by any receiver, liquidator or statutory manager of the Lessee or be or become unenforceable for any reason.

34. Joint and Several Guarantee

THAT where the Guarantor comprises more than one (1) person then the obligation of those persons being the Guarantor to the Lessor pursuant to this Deed of Lease shall be joint and several.

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BJ-349767-854-1-V1:JH

DATED this day of 2009 THE COMMON SEAL of THE QUEENSTOWN-LAKES DISTRICT COUNCIL as Lessor was here to affixed in the presence of: Mayor Chief Executive Officer SIGNED for and on behalf of THE PREFERRED DEVELOPER by: Director Director

BJ-349767-854-1-V1:JH

SIGNED by ) ) a Guarantor ) in the presence of ) ........................................................ Signature ........................................................ Full Name ........................................................ Address ........................................................ Occupation SIGNED by ) ) a Guarantor ) in the presence of ) ........................................................ Signature ........................................................ Full Name ........................................................ Address ........................................................ Occupation