)t 芪 , MINERAL PRODUCT10N SIARING AGREE蝗 IENT No. This MINERAL PRODUCTION SHARING AGRIEMENT ("Agreel4ent") ip made and entered into in Quezon City, Philippines, this day of lllfl{ 'l {'i i lll by and between: --- THE REPUBLIC OF TIIE PIIILPPINES, herein referred to as the GOVERNMENT, represented in this act by thr: Secretary of the Department of Environment and Natural Resources, with offrces at the Department of Environment and NaturalResources Building, Visayas Avenue, Diliman, Quezon City and CENTRAL PALAWAN MINING & INDUSTRIAL CORPORATION, A corporation duly organized and existing under the laws of the Republic of the Philippines, herein referred to as the CONTRACTO& with office at 5885 Zobel Roxas Street, Makati City and represented in this act by its President, Benito Q. Bengzon, as authorized by its Board of Directors (please refer to ANNEX *A') WITNESSETH: WHEREAS, the 1987 Constitution of the Republic of the Philippines provides in Article )flI, Section 2 thereof that all lands of the public domain, waters, minerals, coal, petroleum, and other natural resources are owned by the State and that their exploration, development and utilization shall be under the fulI control and supervision of the State; WHEREAS, the Contractor has access to all the financing, technical competence, technology and environmental management skills required to promptly and effectively carry out ttre objectives of this Agreement. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants, terms and conditions hereinafter set forth, it is hereby stipulated and agreed as follows: SECTION I SCOPE This Agreement is a Mineral Production Sharing Agreement entered into pursuant to the provisions of the Act and its implementing rules and regulations. The primary purpose of this Agreement is to provide for the sustainable development and commercial utilization of certain limestone deposits and other associated mineral deposits existing within the Contract Area, with a1l necessary services, technology and financing to be furnished or arranged by the Contractor in accordance with the provisions of this Agreement. The Contractor shall not, by virtue of this Agreement, acquire any title over the Contract/Mining Area without prejudice to the acquisition by the Contractor of the land/surface rights through any mode of acquisition provided for by law. 12 The Contractor shall undertake and execute, for and on behalf of the Government, sustainable mining operations in accordance with the provisions of this Agreement, and is hereby constituted and appointed, for the purpose of this Agreement, as the exclusive entity to conduct mining operations in the Contract Area. 苂 艩 The Contractor shall assume all the exploration risk such that if no minerals in commercial quantity are developed and produced, it will not be entitled tc; reimbursement. 芏芆 14 During the term of this Agreement, the total value of production and sale minerals derived from the mining operations contemplated herein shall 节芅 accounted for and divided between the Govemment and the Contractor 芉 芎 accordance with Section VIII hereofl SECTION II DEFINITIONS As used in this Agreement, the following words and terms , whether singular or plural, shall have the following respective meaning . 2.1 ."Agto' refers to Republic Act No. 7942, otherwise known as the "Philippine Mining Act of 1995". 22 Asreement means this Mineral Production Sharing Agreement. 2.3 Associated Minerals mean other ores/minerals which occur together with the principal ore/mineral. 2.4 Bangko Sentral means Bangko Sentral ng Pilipinas. 腒 荼 腒 腁 ,{ quality, quantity the existence, extent, and of mineral resources and the feasibility of mining them for profit. 2.18 Exploration Period shall mean the time period from the Effective Date of this Agreement which shall be for two (2) years, renewable for like periods but not to exceed a total term of six (6) years-sutrjecf to the pertinent-provisions-of the implementing rules and regulations of the Act. 2.19 Force Majeure means acts or circumstances beyond the reasonable control of the Contractor including, but not limited to war, rebellion, insurrection, riots, civil disturbances, blockade, sabotage, embargo, strike, lockout, any dispute with surface owners and other labor disputes, epidemics, earthquake, storm, flood, or other adverse weather conditions, explosion, fire, adverse action by the Government or by any of its instrumentality or subdivision thereo{, act of God or any public enemy and any cause as herein described over which the aftbcted party has no reasonable control. 2.2A Foreiqn Exchanqe means any currency other than the currenoy of the Republic of the Philippines acceptable to the Government and the Contractor. 221 Government means the Government of the Republic of the Philippines or any of its agencies and instrumentalities. 2.22 Gross Output means the actual market value of the minerals or mineral products from each mine or mineral land operated as a separate entity, without any deduction for mining, processing, refining, transporting, handling, marketing, or any other expenses. Provided, That if the minerals or mineral products are sold or consigned abroad by the Contractor under C.I.F. terms, the actual cost of ocean freight and insurance shall be deducted: Provided further, That in the case of mineral concentrates which are not traded in commodity exchanges in the Philippines or abroad such as copper concentrate, the actual rnarket value shall be the world price quotation of the refined mineral products contained thereof prevailing in the said commodity exchanges, after deducting the smelting ,refining, treatment, insurance, transportation and other charges incurred in the process of 2.27 Mining Operations means mining activities involving exploration, feasibility study, environmental impact assessment, development, utilization, mineral processing, and mine rehabilitation. 2.28 Notice means notice in writing, telex or telecopy (authenticated by answer back or confirmation received) addressed or sent as provided in Section 16.2 of this Agreement. 2.29 Ore means naturally occurring substance or material from which a mineral or element can be rnined and/or processed for profit. 2.30 Pollution means any alteration of the physical, chemical andlor biological properties of any water, air and/or land resources of the Philippines, or any discharge thereto of any liquid, gaseous or solid wastes or any production of unnecessary noise or any emission of objectilcused to the extent attributable to Force Majeure. I \f \l \ 19 b) If Mining Operations are delayed, curtailed or prevented by such Force Metjeu'e causes, then the time for enjoying the rights and carrying out the obligations thereby affected, the term of this Agreement and all rights and obligations hereunder shall be extended for a period equal to the period involved. c) The Party, whose ability to perform its obligations is affected by such Force Majeure causes, shall promptly give Notice to the other in writing of any such delay or failure of performance, the expected duration thereof and its anticipated effect and shall use its efforts to remedy such delay, except th"at neither Party shall be under any obligation to settle a labor dispute. 16.5 Amendments This Agreement shall not be annulled, amended or modified in any respect except by mutual consent in writing of the herein parties. IN WITNESS W蝕 ACKNOWLEDG蝗 IENT Republic of the Philippines) )ss Before me, a Notary Public for and in the City of euezon, personally appeared ANTON10 蝕