腅 腍 腙 膌 | 荗 ` WHEREAS, ACMDC is the representative of the other lessees mentioned above in filing and securing approval of mining applications over the leased areas; WHEREAS, on June 19, 1998, ACMDC filed an application for Mineral Production Sharing Agreement for itself and as representative of the same lessees above covering the areas subject of the Mining/Lode Lease Contracts, in the Mines and Geosciences Bureau Regional Office No. Vll; WHEREAS, the Contractor has acress to all the financing, technical competence, technology and environmental management skills required to promptly and effectively carry out the 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: SECT]ON I SCOPE 菕膍 腧1.1. This Agreement is a Mineral Production Sharing Agreement entered into pursuant to the provisions of the Acl and its implementing rules and regulations. The primary purpose of this Agreement is to provide for the sustainable development and commercial utilization of copper, gold and other associated mineral deposits existing vvithin the Contract Area, with all 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 ContracUMining Area without prejudice to the acquisition by the Contractor of the land/surface rights through any mode of acquisition provided for by law. 1 .2." 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 陝 V of this Agreement, as the exclusive entity to conduct mining operations in the Contract Area. Provided, That any working agreement entered into by and between ACMDC and the Heirs of Jose P. Velez, Heirs of Manuel Cuenco, Antonio V. Cuenco and Jon Ramon Aboitiz involving the Contract Area, which terms and conditions are contrary hereto, shall be their exclusive and sole . responsibility. 1.3. During the term of this Agreement, the total value of production and sale of minerals derived from the mining operations contemplated herein shall be accounted for and divided between the Government and the Contractor in accordance with Section Vl hereof. SECTION II DEFINITIONS A9 uged in this Agreement, the following words and terms, whether singular or plural, shall have the following respective meaning: 2 | Act refers to Republic Act No. 7942, otherwise known as the "Philippine Mining Act of 1995." 22 Aoreement means this Mineral Production Sharing Agreement. 23 Associated Minerals mean other ores/minerals, which occur together with the principal ore/mineral. 24 Banqko Sentral means Bangko Sentral ng Pilipinas. 25 Budqet means an estimate of expenditures to be made by Contractor in mining operations contemplated hereunder to-accomplish the Work Program for each particular period. 26 Bureau means Mines and Geosiiences Bureau. period 27(12) Calendar Year or Year means a of twelve consecutive months starting with the first day of January and ending on December 31 , while "Calendar Quarte/ means a period of three consecutive months with the first 芢 calendar quarter starting with the first day of January. V production quantity 28of sufficient of Commercial Production means the minerals to sustain economic viability of mining operations reckoned from the date of commercial operation as declared by the Contractor or as stated in the feasibility study, whichever comes first. 29 Constitution or Philippine Constitution means the 1987 Constitution of the Republic of the Philippines adopted by the Constitutional Convention of '1986 on October 15, 1986 and ratified by the People of the Republic of the Philippines on February 2, 1987. 2.10: Contract Area means the area onshore or offshore delineated under the Mineral Production Sharing Agreement subject to the relinquishment obligations of the Contractor and properly defined by latitude and longitude or 芵 bearing and distance. V 2.11. Contract Year means a period of twelve (12) consecutive months counted from the Effective Date of this Agreement or from the anniversary of s uch Effective Date. 2.'12. contaclor means Atlas consolidated Mining and Development corporation, Heirs of Manuel Cuenco, Heirs of Jose p. Velez, Manuel V. Cuenco and Jon Ramon Aboitiz or their respective assignees or assignees of interest under this Agreement: Provided, That the assignment of any of such interest is accomplished pursuant to the pertinent provisions of the implementing rules and regulations