1i                                                     ANNEX
                                                                                                    DFNR
                                                                                             l\l'lD 6l;,J$rf,lliNIE"l [,r r;:
                                MINERAl.PRO芢UCT!ON SHARING
                                                                                                                   u:
                                                            2005腝
                                                                   腡|
                                              No.  226腅
             I'lris MINEIL\[. PRODIJCTIOII $HARltlc AGREEMENT is made anrl entered irrto
              irr CJuezorr City, Plritippines, tlris               rJiry of  lFt I [ ?JU[ by arrd
             between:                                 -- 
             Tl'lE REPI,BLIC OF Tl'lE Pl'llLlPPlNES, herein referred to as the GOVERNIIIIINT,
              represented iri this act by ttre Secretary of the Department of Environntent and
              Natural Resources, with offices at the Department of Environment arrU Natural
              Resources Building, Visayas Avenue, Dilimarr, Quezon City
                                                           and
              tl[:]iGUET CORPORATTON, a corporation duly organized and existirtg rlrrder tlte
              laws of ttre Reputrlic of tlre Plrilippines, herein referred to as tle CONTRACTOR,
              witlr oifice at One Corporate Plaza,845 Arnaiz Avenue, Makati City and represettted
              irr thi.s act by its President and Chief Executive O[ficer, BENJAMIN P]llLlP G.
              ROIIIr*tAt-DEZ, as'aLtthorized by its Board of Directors (please refer to AI{NEX 'A")
                                                     WITNESSETI.I :
              WHEREAS, the 1987 Constitution of tlre Republic of the Philiopines provides in
              /\rticle Xll, Ser:tion 2 thereof tlrat all lands of the public domair', waters, minerals,
              coal, petroleurn and otJrer natural resources are owned by the $tate and that their
              exploration, develo;:rnerrt and ,utilization shall be under tlte full cotttrol and
              sullervision of the State;
              Wl'{EREAS, tlie Conutitution further provides that ttre State may directly untlettalte
              suctt activities, r.lr it nray errtc=r ir.'.o a Co-Production, Joint Venture, ot Mineral
              [iroduction Slraring Agreement with Filipino citizens, or cooperatives, partnerships,
              cc:rporations or associations  at least sixty per centum of whose capitalization is
              owned by such citizens,
              WHEREAS, pursuant to Republic Act No, 7942, otherwise known as "The l-rhilippino
               Mining Act of 1995," which took effect on 09 April 1995, tho Secretary of the
               Department of Environment and Natural Resources is authorized'to enter into
               Mineral Production Sharing Agreements in furtherance of the objectives of the
               Government and the Constitution to bolster the national economy through
               sustainable and systematic development and utilization of minerirl lands;
               WHEREAS, the Government desires to avail itself of the financial resources,
               technical colnpetence and skill, which the Contractor is capabii of applying to the
               rrrining operations  of the project contemplated  herein;
           WFIEREAS, the Cotltractor desires to join anrl assist tl're Government in the initial
           rational exploration and possible r.levqfopnrent  and utilizatiorr for cornrnercial
           purposes of certaitt chrornite and nickel an<J other associated mineral cleposiis
           existing in ttre Coptract Area (as herein definecl);
           WI-IEREAS, the Contractor has access to all tlre financing, technical conrpetence,
           te-chnology ancl environrnental m-anagement .skills reqiiired to prornpily alcl
           elfectively carry out tlre objectives of tlris Agreement;
           l'lOW, I-HEREFORE, for attcl in consicleration of the foregcling premises, the nrutual
           c'ovenartts,, terttts and conditiorrs hereinaftcr set folth, it is lreretry stipulated anrl
           ilgreed as follows 
                                                                         \r
                                           SECTION I
                                             SCOPE
                 Tlris Agreemellt is a Mineral Production Straring Agreernent entered into
                 . pursuant to tlte provisions of the Act and its irnplernenting  rules and
                 'regulntiorts. The prinrary purpose of this Agreemerrt is to provide for tlre
                 rational explot'attion, development and cornmercial utiiization of certain
                 cltromite, 'nickel and other associated mineral deposits existing witlrin the
                 Contract Area, with all necessary services, technology anrJ financing to be
                 furnished or arranged by the Contractor in accordanci with the provisions of
                 this Agreement. The Contraclor shall not, by virtue, of this Agreement,
                 acquire any title over the ContracUMining  Area without prejudi-e to tlre
                 acquisition by the Contractor of the land/surface rights througlr any mode of
                 acquisition provided for by law.
           1.2.
                 ,tlie Contractor strall , undertake and execute, for and on behalf of tlre
                 Governlltent, sustairrable mining operations in accordance  with the provisions
                 of tllis Agreement, and is hereby constitutecl and appointed, for the purpose
                 of this Agreement, as the exclusive entity to conduci mining operations  in the
                 Contract Area,
           1.3' The Contractor shall assurne all the exploration risk such that if no rninerals in
                 comlnercial quantity are developed ancl produced, it will not be entiilerl to
                 l'eimbursement,
           1.4.  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 ttre Government and the Contractor in
                 accordance with Section Vlll hereof.
                                               苂
                                               花
                                                                     S.ECTION II
                                                                    OEFINITIONS.
                  As used in tlris A*grEerlent, tlte followirrg words and terms, wlrellrer sirrgular or
                  lrlural, slrall have the following respective rnearring:
                  2,1. Act  refers -to Republic Act No. 7942, otherwise known as the "plrilippirre
                            Mining Act of 1995.'
                  2.2.  l\qreement ntealrs tlris Mineral ProrJuction Sharing Agreement.
                  ?-.3,               1
                            Associated Minerals rnean otlrer ores/minerals, which occur together with
                            the principal ore/rnineral.
                  2.4. *F-ang-ko-SS-UEJ  tneans Bangko Sentral ng pilipinas.
                   2.5, Budqet rneans alt estirnate of expenditures to be macle by Corrtractor irr
                            nrining operations contemplated  hereunder to accom;:lislr the Work Pl'og;rarrr
                            for eaclr particular period.
                  2.6. Elureau tnealls Mines and Geosciences lJureau.
                  2-7. -catenaar Year or Year means a period of twelve 12) cpnsecutive months
                            starting with the first day of January and ending on December 31, while
                            "Calendar Qttarter" means a period of three conseculive months with the first
                            calendar quarter starting with the first day of January
                  2.8. Cgtttmercial Protluctiotr lneans the production of sufficient cluantity of
                            trrinerals  to sustaitt economic viability of mining operations recltonerJ fronitlre
                            date oI commercial operation as declared by the Conh'actor or as stated in
                            the feasibility study, whichever conres first.
                             I
                  2.9. Constitution or Philipoine Constitution rneans the 1gB7 Constitution of the
                            Republic of the Plrilippines adopted by the Constitutional Convention of 1g86
                            on October 15, 1986 and ratified by the People of the Republir; of gre
                            Philippines on February Z,1gg7.
                  2'1o' 9gntract Area rtleans the area onshore or offshore delineated unrJer ilre
                            Mineral Production Sltaring Agreemerrt subject to 6e relinquirhrnent
                            obligations of tlre Contractor and properly defined by latitude and longitude or
                            bearing and clistance,
                  2'11' Contract Year means a period of twelve (12) consecutive months countecl
                            from the Effective Date of this Agreement or from the anrriversar! rrf suqhl
                            Effective Date.
                . 2'12. Co!-rtrqctor nleans BENGUET CORPOMTION or its assignee or assignees
                            of interest under this Agreement: Provided, That the ,.s"ignm"nt of iny of
                            such interest is accomplished pursuant to the pertinent [rovisions of the
                            implementing rules and regulations of the i\cl,
                                                             llr腅
                                                                           膡
         腌
        腅
       腌
    莓
         i
              2.13. Declaration of Mininq Feasibilitv means a document proclaiming the
                     presence of minerals in a specific,site, which are reooverable by socially
                     acceptable, environmentally safe and economically sound methods specified
                     in the Mine Derrelopment  Plan.
              2.14. Department or DENR means the Department of Environment and Natural
                      Resources.
              2.15. Director means the Direclor of Mines and Geoscienc"r'Brr".r.
               2.16. Effective Date means the date of execution of this Agreement by the
                      Contractor and by the Secretary on behalf of the Government.
               2.17. Environment means all facets of man's surroundings: physical, ecological,
                      aesthetic, cultural, economic, historic, institutional and social.
               2.18. Exploration means searching or prospecting for mineral resources by
                      geological, geophysical and geochemical surveys, remote sensing, test
                      pitting, trenching, drilling, shaft sinking, tunneling or any other means for the
                      purpose of determining the existence, extent, quality end quantity of mineral
                      resources and the feasibility of mining them for profit,
               2.19. Exploration Period shall mean the period from the Effective Date of this
                      Agreement, wtlich shall be for two (2) years, renewable for like periods but
                      not to exceed a total term of six (6) years for nonmetallic  minerals and eight
                      (8) years for metallic minerats, subject to the pertinent provisions of the
                      implementing rules and regulations of the Act.
               2.20. Force Maieure means acts or circumstances beyond the reasonable control
                      of the Contractor including, but not limited to war, rebellion, insurection, 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 thereof, act of
                      God or any public enemy and any cause as herein described over which the
                      affected party has no reasonable control.
               2.21. Foreign Exchanoe means any currency other than the currency of the
                       Republic of the Philippines acceptable to the Governrnent and the Contractor.
               2.22. Government means the Governrnent of the Republic of the Philipplnes or
                       any of its agencies and instrumentalities.
                2.23. 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.l.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 market value shall be the world price guotation of the
                       refined mineral products contained thereof prevailing in the said commodity
                                                                                                                                      |
                                   exchanges' after deducting the strrelting,. refining, trearlnont, insurarrce,
                                   transportation ancr oilrer charges .incurrEd in the"'p;;;; ti ,onr",irg;
                                   mineral concentrates into refinecl rnetal lraded in ilrose conrnrocJity
                        2'24' Mine Developrrrqnt refers to work unclertakerr to prepare an ore bocty or a
                                    mitreral deposit for rrtitrin.g, including tlre construction of n.."iuo,y
                                   infrastructure and related facilities.
                       2.25. Minerals meon all naturally occurring inorganic substances in solid, liquid,
                                   gas or atly intermediate state excluding energy materials such as coal,
                                   .petroleum, tratural gas, radioactive nraterials and geothermal  energy,
                       2-26. Mineral Products mean materials derived from mineral ores/rocks and
                                    prepared into tnarketable state by metallurgical processes which include
                                    berteficiation, cyanidation,  leaclring, smelting, calcination  anrl other sirnilar
                                    processes,
                        2.27. Minlnq Area means that portion of the Contract Areq irlerrtified by the
                                    Contractor as defined and delineated ln a Survey Plan duly approverl by the
                                    Director/Regional Director concerned for purposes of developrnerrt and/or
                                    utilization and sites for support facilities,
                        2.28, Mininq operations means mining activities involving exploratiolr, feasibility
                                    study, environmental impact assessment, developmelrt,  utilization, ntineral
                                    processing and ntine relrabilitation,
                       2,29. Notice means notice in writing, telex or telecopy (authbnticated  by answer
                                   bacl< or coltfirntation  received) addressed or sent as provicled in Seciion 16.2
                                   of this Agreernent,
                       2.30. ale  means naturally occurring substance or material from whiclr a rnineral
                                   or element can be mined and/or processed for profit.
                       ?.31. Pollution means any alteration of the physical, chemical and/or 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 oi
                                   unnecessary noise or any emission of objectionable odor, as will or is likely to
                                   create or rertder such water, air, and land resources harmful, detrimentai or
                                    injurious io public health, safety or welfare or which will adversely affect
                                    their utilization for domestic, commercial,  industrial, agricultural, rocreational
                                    or other legitimate purposes.
                       2.32. Secretarv means the Secretary of the Departnrent of Environment and
                                         tural Re:,;ources.
                       2.33. State means the Republic of the philippines.
                       2.34- Work Proqr,:rnt means a document which presents ll;r: plan of major rnining
                                    operations and the corresponding expenditures of the Contractor in iti
                                   Contract ArrBO during a given period of time, including the plan and
                                   expenditure:s for development of hosl and neighboring romrnunities  and of
                                                                                   '
                                                                           
                                                                                                 5
                      geoscieltce and mining technology, as submitted a'rd approved in
                local                                                   Act,
                accordance with tlre ilrrpletnenting rules and regulations of thei 
                             \  F          SECTION III
                                      TERM OF AGREEMENT
          3,1. This Agreetnetlt shall have a term of twdnty five (25) years from Effective
                 Date, und nray be renewed thereafter for another term not r'lceeding twenty
                 five (2S) years. The renewal of this Agreement, as well as tt tl changes in the
                 terms anr1 conditions thereof, shall be upon mutual consent lythe parties. ln
                 ilre event the Government decides to allow mining operatiers ttrereafter by
                 otlrer Contractor, tlris must be through competitive public'bidding. After due
                 publication of notice, tlre Contractor.shall have the right to ': lual the higltest
                 bid upon reimbursernent of all reasonable expenses of the h irhest bidder,
                                            SECTION IV
                                         GONTRACT AREA
                  size, slrape, antl Location of contract Area '  Tlris Agt':emertt. covers a
           4.1.
                 Cotrtract Area oi -appioximatety One Thousand Four "rundred Six and
                 7,362t10,000 (1,408.7b62) hectares, situated in Sta. G11''i Zar.bales and
                  bounded by the following geographical coordinates (pleas:'' refer to ANNEX
                  rrB, - 1:50,d00 scale Location Map/Sketch Plart):
                  Lot 1 (Entire parcel lll of the Zambales Chromite Mineral Rr'ir;ervation)
                  Area = 1,317.7653        ' Latitudo
                        Gorner                                     Longlrtude
                             艐                                         芒 3000"
                                                                120膋
                                             46! 30100"
                                         15膋
                             艑                                         芍 30,00腧
                                                                 120膋
                                             44' 30.00"
                                         15膋
                             艒                                        艔腝腤30,00"
                                                                 119膋
                                             44' 30.00"
                                         15膋
                             艓                                         艥 30.00"
                                                                 119D
                                             461 30.00"
                                         15膋
                  Lot 2 (Outside the Zarnbales chrorrite Mineral Reservatior^,
                  Area = 88.9709                                        itudO
                                                                    Lo賻
                                             Latitude
                        Corner                                         芲
                              艔                                       t111: 53.76"
                                                                 l19膋
                                             46: 30.00"
                                          15膋
                              艕                                        ,F' 53,76"
                                                                      腫
                                                                 119膋
                                              46: 49,30"
                                          15膋
                              艖                                              15腧
                                                                      11ll' 44腂
                                                                 119膋
                                              46' 49.30"
                                          15膋
                              艗                                          ' 44,15"
                                                                      L莈
                                                                 119腅
                                              46' 30.00"
                                          15膋
                                        閩
                                                   6
            腒
    銚
    he Contractor is rlot a腡
        owed tO urldel腍
          take any mini119 activities within the
                                            膌
                              otal
                                                                :     PhP 3:192,757,00
                            銚
                    For.tl"re Environmerrtal  Work Progtartt' :        Ph,P 322,500,00
                    ln the event bf renewal of the Exploration Period, the amount to be spent
                    every year shall first be agreed upon by the parties.
                    ln the event of ternrination of this Agreement, the Contragtr.lr shall only be
                    obliged to expend the pro-rata amount for tlre period of such Contract Year
                    prioi to termination. lf during any Contract Year, the Contractor should
                    expend more than the amount to be expended as provided above, the excess
                    may be . subtracterl frorn the amount requirecl to be expended by tlre
                    Contractor during tho succeeding Contract Years, and should the CEtractor,
                    rjue to unforeseen circunrstances or with the consent of the Governlnent,
                     expend less during a year, then tlre deficiency shall be applied to the atnouttt
                     to be expended during tlre succeeding Contract Years.
             ,i.4. Relirrquishnrent  of l'otal/Portion of tlre Contract Area - During the Exp-loration
                     period, tlre Contractor may relinquish totally or partialty the original Contract
                     Area. After the Exploraiion Period and prior to or uPon apProval of a
                     Declaration of Mining Feasibility by the Director, the Contractor shall finally
                     relinquish any po*iin clf the Contract Area not necessary for tttining
                     operation= ,nd not covered by any Declaration of Mining Feasibility,
             5.5. Final Mining Area - Tlre Director nray allow the Contractor to hold moro than
                     one (1) finat Mining Area subject to the rnaximum limits set under the
                     implementing rules -and regulations of the Act: ProvitJed, That each firral
                     Mining Area shall be covered by a Declaration of Mining Fe&sibility'
             5.6. Declaratiol of Mirrilg Feasibility - Within tlte term of the Exploration Period,
                     the Contractor shall flle in the Regional Office concenled, the Declaration of
                     qining Feasibility of the Contract Area/final Mining Area supported by Mining
                     fbasiUitity Study, Three (3)-Year Development and Construction or
                     Commercial Operation Work Program, complete geologic report, an
                     application for survey and the pertinent Environmental Colnpliance
                     Certificate, among other applicable requirements. Failure of the Contractor to
                     subrnit the Declaration of Mining Feasibility during the Exploration  Period
                     shall be considered a substantial breach of this Agreement.
              5.7. Survey of the Contract Area - Tl're Contractor sha.ll cause tlre survey of the
                      perimeter of the Contract Area/final Mining Area through,an application for
                      survey, complete with requirements, filed in the Regionat Office concerned
                      simultaneous with the submission of the Declaration of 'Mining Feasibility'
                      Survey returns shall be submitted to the Regional Director concerned for
                      approval within one (1) year from receipt of the Order of Survey complete
                      with the mandatory requirements stated in the implementing rules and
                      regulations of the Act,                                        i
              5.8. Reporting
                      a.  During the Exploration Period, the Contractor shall subrnit to tlte
                              Director, through the Regional Director concerned, quarterly and
                              annual accomplishment reports under oath on all a,;:tivities conducted
                                                             艮
                                                             菒
                            in ttre Contract Area from the Ef{ective Date of this Agteement. The
                            quarterly report shall be submitted,not later than fifteen (15) days at
                            the end of each Calendar Quarter while the annual accomplishment
                            report shall be submitted not later than thiriy (30) days from the end of
                            each Ealendar Year. Such information slrall incluce detailed financial
                            expenditures, raw and processed geological, geochemical,
                            geoplrysical and radiometric data plotted on a map at a minimunt
                            i:5O,ObO scale, copies of originals of assay results, duplicatetl
                            sarlrples, fiekl data, copies of origillals from drilling rel:orts, rnaps,
                            environntental work program implementation  and detailed
                            expentlitures showing discrepancies/ deviations with approved
                            exploration and environmental plans and budgets as well as all other
                            information of arty kind collected during the exploration ao(vities' All
                            information submitted to the Bureau shall .be subiect to the
                                          - The Contractor shall submit to the Director, tlrrough the
                     b.Final Report                                                      upon tlre
                             Regionai Director concerned, a final report under oath 
                             exp-iratiorr of tlre Exploration Period which slrall tie in the fornt and
                             substance cortrparable to  publislred professiottal reports of
                             res;:ectal:le inteinational institutions ancl uhall incorporate all tlte
                             findings itr tlte Contract Area including location of santples, assays'
                             chemi-cal analysis, and assessment of ntineral potentials together with
                             a geologic map of 1:50,000 scale at the minimum showing the results
                             ofjhe eiploration. Such reporl shall also include detailed expenditures
                             incurred during the Exploration Period, ln case of diamond drilling, the
                             Contractor shall, Upon reqUest of the Director/Regional Director
                             cotlcerned, submit to the Regional Office conceined a quarter of the
                             core satnples, which shall be deposited in tlre Regional Office Core
                             Library for safekeeping and reference.
                                               Report ' Tlre Contractor shall submit a separate
                      C.
                             Relinqr,rsttment      with   detailed geologic repo* of tlre relinquished
                             relinquishment report      a         scale of 1;50,000 and results of
                             area accompanied by maps at a 
                             analysos and detailed expenditures, among others,
                                                    SECTION VI
                                 IJ,EVELOPMENT AND CONSTRUCTION PERIOD
               6.1. Timetable - The Contractor shall complete the development  of the mine
                      including tilre construction of production facilities witlrin thirty six (36) months
                      from the r;ubmission of the Declaration of Mining Feasibility, subject to suclr
                      e)ilensiorr based on I  tifiable reasons as the Director may approve, upon
                       recommtendatiott  of tli  llegional Director concerned.
               6.2.  Reporting
                       a.  Annual - The Contractor shall submit, within sixty (60) days after
                              December 31 of ,::ach year, lo the Director, through the Regional
                                                           9
                                                                                                         1
                                      Director concerrted, an annual repod, wlrich states the nrajor activities,
                                      achievernents and detailed expenditures during tlre year coverecl,
                                      including nraps, assays, rock and mineral analyses and geological and
                                      enviionnrental progress reports durinj the Development and
                                      Construction Period.
                            b.
                                      Final Report - within six (6) months from tlre conrpletion of the
                                      developrnent and construction activities, the Contrfrctor strall subnrit a
                                      final report to tlre Director, tl'rrouglr the Regional Director concernerl.
                                      Suclr report shall integrate all infornration in nraps of appropriate  scale
                                      and quality, as well as in rnonographs or reports in accordance witlr
                                      international standards.
                                                                     SECT:ON V腡
                                                               OPERAT:NG PER10D
                    7 .1.  Timetable - The Contractor shall subrnit, within thirty (30) days before
                             completion of nrine development and constructibn of production facilities, to
                             the Director, through the Regional Director concerned, a Three'Year
                             Commercial Operation Work Program. The Contractor shall commence
                             commerciaf utilization immediately upon approval of the aforesaid Work
                             Prograrn. Failure of tlre Contractor to commence Commercial Production
                             witltin tlre period shall be considered  a substantial breach of the Agreement,
                   7.2. Commercial Operation Work Program and Budget . During the Operating
                             Period, the Contractor shall submit to the Oirector, through the Regional
                             Director concerned, Work Programs and Budgets coverirlg a period of three
                             (3) years each, which slrall be submitted not later than thirty (30) days before
                             the expiration of the period covered by the previous Work,Program.
                             The Contractor shall conduct Mining Operations and other activities for the
                             duration of the Operating Period in accordance with the duly approved Work
                             Programs and corresponding Budgets.
                    7 .3.  Expansion and Modification of Facilities - The Contractor rnay make
                             expansions, tnodifications,  improvements, and replacements of the rlining
                             facilities and may add new facilities as the Gontractor may consider
                              necessary for the operations: Provided, Tlrat such plans shall be entbodied in
                              an appropriate Work Program approved by the Director. 
                    7.4.                                                                                   l
                              Reporting
                              a.       Quarterly Reports - Beginnirrg with the first Calendar Quarter following
                                   '   the commencement of the Operating Period, the Contractor shall
                                       submit, within thirty (30) days after the end of each Calendar Quarter,
                                       to the Director, through the Regional Director concerned, a Quarterly
                                       Report stating the tonnage of production rn terms of ores,
                                       concentrates, and their corresponding grades and other types of
                                       products; value, destination of sales or exports and to whom sold;
                                       terms of sales and expenditures.
                                                            酎
                          b,  Annual Reports - During tho Operating Period, the Gontractor shall
                            '      sutlnit witlrin sixty (60) days from the end of each Calendar Year, to
                                   the Sireclor, throuilfr-tf,e Regionql Direitor concerned, an Annual
                                   Report indicatirrg itl sufficiettt detail:
                                   b 1'  .'E,l:li',l"J i :i": i#i:                    ll,?T Ii lil; :      : I'lilJ
                                           ;                            J:'""'T: ":        transported from tlte
                                            between tonnage mined, tonnages 
                                            minesite and their corresponding  destlnation, tonnages
                                                             ji:"#ili,J?S,ffi                         "# 
                                            ij::TJL"J,JI                                ffi;;[,H,51]'ff,L'.'d
                                            frorrr the Philippines or not), tonnages actually shippdd from the
                                            Philippines (with full details as to purcha'ser,  destination  and
                                            tet'ms'of sale), and if known to the Contractor, tonnages refined,
                                            processecl or matrufactured  ln the Philippines with fttll
                                            specifications as to the internrediate products, by-products or
                                            final products and of the terms at which they were disposedl
                                    b.2. Worl< accomplished and work in progress at tlre end of the year
                                             ilr question with respect to all the instailations  and facilities
                                             relaied to the utilization ptogranl, including the investment
                                         .  actually made or committed; and
                                    b.3. Profile of work force, including rnanagement ond staff, stating
                                             pafticularly their nationalities, and for Filipinos, their place of
                                             origin (i,e., barangay, town, Province, region)'
                            The Contractor shall also comply with other reporting requiremelrts provided
                            for in the implernenting  rules and regulatlons of the Act.,
                                                           '  sEcTloN vlll
                                                             FISCAL REGIME
                    8.1.  General Principle - The fiscal regime of this Agreement shall be governed by
                             the principle accor(ing to which the Government expects a reasonable return
                                                                                         |
                                                                                         .:
                                                                                       '.11:膌
                         registration of this Agreement within the prescribed period slrall be sufficient
                         gr:und for cancellation of tlre same.
                 8.3. Occupatiolr Fees - Prior to registration of this Agreement and at ths sante
                         date every lebr tlrereafter, the Contractor shall pay to the Municipal/City
                         Treasurer concet'ned an occupation fee over the Corttract Area at the annual
                         rate provided in ttre existing rules and regulations. lf the fee is not paid on
                         tlre date specified, the Contractor shall pay a sutcharge of twenty five percent
                         (25Yo\ of the amoul'lt due in addition to the occupation  fees'
                 8,4,  Share of tlre Government - The Government Share shall be the excise tax on
                         mineral products at the time of removal and at the rate provided for in
                         Republic Act No. 7729 amending Section 151 (a) of the Natiorisl lttternal
                         Revenue Code, as amended, in adtlitiorr to a Royalty bf ttot less tlran five
                         percent (5%) of tlre gross output from the Zatnbale.s Chromite Mineral
                         Reservation, as well as other taxes, duties and fees levied by existing laws,
                         The Excise Tax slrall be timely and completely paid to tlre nearest Bureau of
                          lnternal Revenue Office in the province concerned while the Royalty shall be
                          paid directly to tlte Bureau.
                          For purposes of deterrnining tlre anlount of the hereitt Governtnent Share, the
                          Contractor shall strictly comply with the auditing and accounting requirements
                          prescribed under existing laws and regulations'
                          The Government Share shall be allocated in accorcJance with Sections 290
                          and Zg2 of Republic Act No. 7160, otherwise known as "The Local
                          Government Code of 1991 ."
                  8.5,  Pricing of Sales - The Contractor shall dispose of tlre minerals and by-
                           products producetl at the highest market price prevailing in the locality, The
                           Contractor shall also pay the lowest achievable marketlng commissions and
                           related fees ancl slrall rregotiate for rTlore advantageous  ternts and conditions
                           subject to the right to enter into long-term sales or marketing contracts clr
                           foreign exc,hange and cofnmodity hedging contracts, which the Government
                           acknowledges' to be acceptable notwithstanding  that the sale price of the
                           minerals and try-products  may from time to time be lolver, or the terms and
                           conditions of sales are less favorable, than that available elsewhere. The
                           Contractor shall seek to strike a balance between long-terrn sales or
                           marketing coniracts or foreign exchange and commodity hedging contracts
                           comparable 'io policies followed by independent producers in the
                           international nr rining industry.
                          The Contracto,r shall likewise seek a balanced distribution amotlg consumers,
                          lnsofar as satl)s to Contractor's  affiliate(s) are concerrted, prices shall be at
                          arm's lengtlr standard, and competing offers for larg€ scale and long-term
                          contracti; r,trall be procured. Before any sale and/or shipment of mineral
                          product . nrade, existing and future marketing contract(s)/sales  agreement(s)
                          shall be srrbrnitted to the Director, copy furnished the Regional Director
                          concerrr :cl, lor registration.  At the same time, the Contractor shall regularly
                           inform thrr Director in writing of aiiy revisions, changes or addilions in said
                          contrai.,t(s)/agreement(s),             12
                            Contractor slrall reflect in its Monthly/Quarterly  Report on Production,
                       The  and lnventory of Minerals, as v/ell as in the lntegrated Annual Report,
                .      Sales  correspondirrg registrqtion '  nurnber(s.) of  the  marketiltg
                       tlre, 
                       contract(s)/agreement(s) governing the export or sale of minerals.
               8.0. Associated Minerals - lf minerals other than chromlte and nickel are
                       discovered in comntercial quantities irr the Contract Area, the value thereof
                       shall be added to tlre value of tlre principal mineral in cotnputing the
                       Government slrare                SECT10N:X
                                                    WORK PROGRAMS
                                                         Within
                9.1. Subnllssion to Government腝
                                                             ic
                                                       111諃
                                              F腡
                                          腸腡腹
                                        v腷
                                 ::]腷
                                                 ill腡
                        i:]le迭
                                                             f
                                                      鋎
                                              1鞣
                                     l願
                                芬
                        諭
                        docuinerlts腅
                         sEc'flolt x
          ENVTRONMEIIOL PROTECT|OT.{ AND M|NE SAFETY AND }tEALTrt
       10.1. The Contractor shall manage its Mining Operations in a tectrnically,
          financially, socially, culturally and environmentally responsible manner to
          achieve tlre sustainable development objectives and responsilrilities as
          provided for under tlre irnplementing rules 4nd regulations of the Act.
       10.2. The Contractor slrall errsure tltat tlte standards of environmental protectiorr
          are met. in the course of the Mitring Operations. To tlre extent possible,
          control of pollution and the transformation of the rnined-out ateas or materials
          into economically ancl socially productive forms must be done simul\aneously
          with mining.
       10.3. The Contractor shall submit an Environmental Work Program during tlte
           Exploration Period as prescribed in the irnplementing rules and regulations  of
           the Act,
       10.4. An Environmental Compliance Gertificate (ECG) strall be secured first by tlre
           Qontractor prior to the conduct of any development works, constructlon of
           production facilities and/or mine production activities in the Contlact Area.
       10.5. The Contractor shall submit within thirty (30) calendar days after the issuance
           and receipt of the ECC, an Environmental Protection and Enhancement
           Program (EPEP) using MGB Form No, 16-2 covering all areas to be affected
           by development, utilization and processing activities under this Agreement,
          The Contractor shall allocate for its initial envirotulent-related capital
          expenditures approximately ten percent (10%) of tlre totai project cost or in
           suclr arrrount deperrding on the environmental/geological  condition, nature
           a.nd scale of operations and techrrology to be employed in the Contract Area.
       10.6. The Contractor shall subrnit, within thirty (30) days priorto tlre beginning of
           every calendar year, an Annual Environmental  Protection and Enhancement
           Program (AEPEP), using MGB Foim 16-3, which shall be based on the
           approved EPEP. The AEPEP shall be implemented during the year for which
           it was submitted. To implemettt its AEPEP, the Contractor shall allocate
           annually tttree to five percent (3%-5%) of its direct rnining and milling costs
           depending on tlre environmerrtu'tlgeolbgic condition, nature arrd scale of
           operations and teclrnology employed in the Contract Area,
       10.7. The Contractor shall establish a Contingent Liability and Relrabilitation Funcl
           (CLRF) which shall be in the form of the Mine Rehabilitation  Fund (MRF) and
           the Mine Waste and Tailings Fee (MWTF).
           Tlre MRF slrall be based on the financial requirements of the approved EPEP
           as a reasonable environmental deposit to ensure satisfactory compliance with
           tlte commitrnents/strategies of the EPEP/AEPEP and availability of funds for
           the performance of the EPEP/AEPEP during the specific project phase, The
           MRF shall be deposited as Trust Fund in a government cepository bank and
           shall be used for physical and social rehabilitation of areas affected by mining
           activities and for research on the social, technical and preventive aspects of
           rehabilitation.
                       誂
                                 MWTF shall be collected based on the alnclurtts of mine waste and mill
                          The         generated during the conduct rcf Mining Operations. The MWTF
                          tailings 
                          collected shall *ccrue to a Mine Waste and Tailings lleserve Fund and shall
                          be depositecl in a government depository bank for paymettt.of compettsatiort
                          for damages causecl by the Mining Operations. 
                                                                                                            l
                 10.8. The Contractor slrall set up mitigating measures suclt as mine waste and trtill
                          tailings disposal systenr, mine rehabilitation  or plan, water quality ntottitoring,
                          etc. to minirrrize lJrrd degradation, air and water polltttion, acid rock drainage
                           and chattges in ttydrogeologY,                            nme苍
                                                                                  葟
                                                    sllall sd up an E雊
                 10膡The Corltrad臥
                                                                                                                           i苓鞴
                                                                                                                    赦
                                                                                                                n腷
                                                                                                              醝
                                                                                                1鹏
                                                                                             荍趮
                           lT腁
                                                                       Governrnerrt representatives authorized by the Director for the purpose
                                                                       <lf assessing tlre performance and compliance of the Contractor witlt
                                                                       the ternrs of this Agreenrenl. Authorize.d representatives  of otlrer
                                                                       Goveliimbnt Agencies tnay also have aicess to such accounts in
                                                                       accordance with existing laws, rules and regulations;
                                                    g the Bureau all the data and information gathered from the
                                                                        To furnish                                                                                                                                                            shall be
                                                                        Contract Area and that all the books of accounts and records 
                                                                        open for inspection;
                                                                        To allow access to Government during reasonable hours in inspecting-
                                                                        tlre Contract Area and examining peilittent records for purposes ol
                                                                         rnonitoring conrpliance  wittr tlre terms of this Agreetnent; '\
                                                                         To hold tlre Government free and lrarmless fionr all claims ancl
                                                                         accounts of all kinds, as well as demands and actions arising out of
                                                                         tlre accidents or injuries to persons or properties_ caused by Mining
                                                                         Operations of tlre |ontraotor and indemnify the Government for any
                                                                          expenses or costs incurred by the Govertrment by reason of any suclt
                                                                          claims, accounts, demands or actions;
                                                                          ln tlte development  of the community:
                                                                          j.1.  To recognize and respect the rights, custorns and traditiol'ls of
                                                                                             indigenous cultural cotnmunities  over their ancestral,lands and
                                                                                             to allocate royalty payment of not less than cile percent (1%) of
                                                                                             tlre value of the gross output of minerals sold;
                                                                          i,2.  To coorclinate with proper authorities in the development of tlre
                                                                                             minilrg community and for those living in the host and
                                                                                              neigh[loring communities through socral infrastructure,
                                                                                              liveiihood programs, education, water, electricity and nredical
                                                                                              services. Where traditional self.sustaining income and tlte
                                                                                              community activities are identified to be present, the Contractor
                                                                                              shall assist in the preservation and/or enhanc€melt of such
                                                                                               activities; 
                                                                                                                                                                                                                     1
                                                                           j.3.  To allot annually a minimum of one percent (1%) of the direct
                                                                                               mining and milling costs necessary to implenrent the activities
                                                                                               undertaken in the development of the host'and neighboring
                                                                                               communities. Expenses for community development  may be
                                                                                               charged against the royatty payrnent of at least one percent
                                                                                                (1%) of the gross output intended for the concerned indigenous
                                                                                                cultural communitY;
                                                                            i.4,  To give preference to Filipino citizens who have established
                                                                                                dornicile in the neighboring communities, in the hiring of
                                                                                                personnel for its mining'operations,  lf necessary skills and
                                                                                                expertise arc currently not available, the Contractor lnust
                                                                                                immediately prepare and undertake a train:ng and recruitment
                                                                                                program at its expense; and
                                                                                                       j.5.  To incorporate in the lvlining Feasibility study flrg planrred
                                                                                                                                 expenditures necessary to inrplement (i,1) to (j 3) of tlris
                                                                                                                          r Section;
                                                                              k.
                                                                                                        ln tlre developrnent of Mining Technology and Geoscierrces:
                                                                                                                                                                                                                                                                                                                            geological,
                                                                                                        k.1.course of                                                                                                          <lperations, to 
                                                                                                                                  ln the                                                                        its                                                                       ;lroduce 
                                                                                                                                 geophysical,  geochemical and other types of maps and reports
                                                                                                                                 that are appropriate in scale and in forntat and substance which
                                                                                                                                  are cclrrsistent with the internationally accepted standards and
                                                                                                                                  practices. Such rnaps shall be tnade available to tlte scientific
                                                                                                                                  cornrnunity in the nrost convenietrt anrl cbst elfective forrts,
                                                                                                                                  subject to tlre conditiorr tlrat the Contractor rnay delayvelease of
                                                                                                                                  saitJ inforrnation for a reasonable period of tinre whiclr shall ttot
                                                                                                                                  exceed three (3) years;
                                                                                                                                                                                                       keep tlre data getterated from the ContracU
                                                                                                         k.2.To 
                                                                                                                                                 systematically 
                                                                                                                                   Mining Area such as cores, assays and other related
                                                                                                                                   infor.mation, includilrg economic and financial data and make
                                                                                                                                   tfiern accessible to students, researchers and other persons
                                                                                                                                   responsible for developing mining, geoscience and processing
                                                                                                                                   technology subject to the contjition that the Contractor rtay
                                                                                                                                   delay release of data to the science arrd technology  community
                                                                                                                                   within a reasonable period of time wlrictr shall not exceed three
                                                                                                                                   (3) years; 
                                                                                                                                                                                                                                                                                             ,,
                                                                                                                                                                                  to the Govet'nnlent or local mining conlpany lhe
                                                                                                         k.3.transfer 
                                                                                                                                   To                                               technology it may adapt in the exploration,
                                                                                                                                   appropriate 
                                                                                                                                   development and commercial utilization of the lninerals in the
                                                                                                                                   Corttract Area;
                                                                                                                                                                                          research and development budget for the
                                                                                                          k,4.
                                                                                                                                   To allocate                                                                                                                                                             geosciences 
                                                                                                                                    advancenrent of rniniltg teclrnology artd                                                                                                                                                                                in
                                                                                                                                    coordination witlr the Bureau, research institutions, academe,
                                                                                                                                    etc.: and                                                                                                                                                i
                                                                                                           k.5,(k,1)  (k,2) 
                                                                                                                                    To replicate data, maps and reports cited in                                                                                                                                      and                              and
                                                                                                                                    furnish the Bureau for archiving and systernatic safekeeping
                                                                                                                                    wlrich shall be made available to the science and technology
                                                                                                                                     community for conducting research and unrlertaking other
                                                                                                                                     activities . which contribute to the development  of mining,
                                                                                                                                     geoscience and processing technology and the corresponding
                                                                                                                                     national pool of manpower talents: Provided, however, that the
                                                                                                                                      release of data, maps and the like shall be sinrilarly constrained
                                                                                                                                      in accordance with (k.1) and (k.2) above;
                                                                                                            To incorporate in the Mining Feasibility Study the planned
                                                                                                            expenditures  necessary to implement all ttre plans and programs set
                                                                                                            forth in this Agreement; and
                                                                                  :11,
                                                                                                            To pay all other taxes and fees mandated by existing laws, rules and
                                                                                                            regulations,
                                                                                                                                                                                                                                                                                                                                                                  貎
 11.2. Rlghts of tlle Contractor:
  腍
  a..    o 
  銚
                                                                                                              莍
                                                                                                             莍
                                                                                                               "腍
                                                                                                        111'腧
                                                                                                      .膜
                                                                                                     腌
                                                   C.
                                                                    To cooperate witlr the Gontractor in its efforts irr otrtain finalrcirrg
                                                                    contemplated lrerein front . banks or other financial institutions]
                                                                    Providqd, That such financing arrangenle.nts  will irr no event recluce
                                                                    the Contractor's obligation on Government rights hereunder.
                                                                                                                          SECT:ON X腡
                                                                                                                                                           :
                                   tz 1 rhe conrractor ,,,",,:].i;:=,:l:il:::T:,io,* on,y suc,r assets,rat
                                                   are reasonably estirnated to be required in carrying out subh Mining
                                                    Operations.
                                   12,2. All materials, equipment, plant and other installations of a movable nature
                                                    erected or placed on the Contract Area by the Contractor shall remain the
                                                    property of the Contractor. The Contractor shall have the fight to rernove and
                                                    re-export such materials and equipment, plant and other installations from the
                                                    Philippines, subject to existing rules and regulations. ln case of cessation of
                                                    Mining Operations on public lands occasioned by its voluntary atlandonment
                                                    or withdrawal, the Contractor shall have a period of one (1)year from the tirne
                                                    of cessation within wtrich to remove its improvements; otherwise, all social
                                                    infrastructures and facilities shall be turned over or donated tax free to the
                                                    proper government authorities, national' or local, to ensure that said
                                                    infrastructures and facilities are continuously maintained' and utilized by the
                                                   host and neighboring communities.
                                                                                                                          sEcTroN xilt
                                                    ,  ETJIPLOYMENT AND TRAINING OF PHILIPPINE PERSONNEL
                                   13.1. Tlre Contractor agrees to employ, to the extent possible, qualified Filipino
                                                    personnel in all types of mining operations for which they are qualified; arrd
                                                    after Commercial Production commences shall, in consultation and With
                                                    consent of the Government, prepare and undertake an extensive training
                                                    progranrme sr.ritable to Filipino nationals in all levels of employment. The
                                                    obiective of sarid prograrnme  is to reach within the timetable set forth below
                                                    the following targets of "Filipinization:"
                                                                                     tinsk腡
                                                                                                    ledSkilled
                                                                                                                                                 Clerical                  Professiortal  Mattagement
                                                                                                                                                       (%)
                                                                                                /o)
                                                                                                                           (%)
                                                                                             (膋                                                                                                                         (%)
                                                                                                                                                                                      (0/o)
                                                     Year                                                                                                                                 艖  艔                            艖  艔
                                                                   1                         100100
                                                     Year 3                                                                                                 100                           艗  艏                            艗  艏
                                                                                                                           100
                                                                                             100
                                                    Year                                                                                                    100                           艘  艏                            艘  艏
                                                                  5                                                        100
                                                                                             100
                                                    Year                                                                                                    100                           艘  艔                             艘  艔
                                                                  7                                                        100
                                                                                             100
                                                                                                                                                            100
                                                    Year 10                                                                                                                               艘  艔                            艘  艔
                                                                                             100100100
                                                    Year 15                                                                                                                               艘  鏜                            艘  艔
                                                                                             100
                                                                                                                           100
                                                                                                                                                            100
                  '13'2' cost ancl expenses ol training            Filipino persr:nnet 
                                                             ly"!.                    anrJ ilre contractor,s
                          own ernplbyEes stralt be includ-ect in the df"rriing E*ri",.,."J, "'-
                   l3'3' -[he Contractor srrall not discrinrinate on the 
                         the right of womell workers                     basis of gender an<J shall respect
                         processes affecting ilreir        to participate in poliJy rna a".irion-rnakirrg
                                                     rights alrd benefits.
                                                         SECTION XIV
                                                        ARBITRATION
                  l'1.1. The Goverttrrtettt atrd the Contractor shall consult with each other in good
                         faith and shall exhaust all available remedies to settle any and all rlisputis or
                         disagreentents arising out of or relating to the vaiidity, interpretagons,
                         enforceability,  or peformance of this Agreement Ueiore resortilrg to
                         arbitrationasprovidedforinSection14'2.tlelow
                  1,l'2. Any disagreemettt or dispute which can not be setiled amicably within a
                         period of one (1) year from the time the issue is raised by a party shall be ..
                         settled try a. tribunal of three (3) ar:bitrators.  This tribunal shall be constituterl
                         as follows: otte to be appointed by the Contractor and the other to be
                         appointed by the Secretary. The first two appointed arbitrators shall consider
                         names of qu.alified persons until agreement on a mutua,lly 
                         chairrl1an of the tribunal is selected. -suctr arbitration shall      "r"ofLuL
                        conducted pursuant to Republic Act No, 876,                       be initiated ancl
                        "Arbitration Act.',                                     othenvise known as the
                        ln any event' the arbitration shall be conducted applying the substantive laws
                        of the Republic of ilre philippines,
                 14'3' Each party .t'.nll pay fitty percent (50%) of the fees and expenses of the
                        Arbitrators and the costs of arbitration. Each parttinrri-prv'its owlr costs
                        and attorney's fee.
                                                        SECTION XV
                                   SUSPENSION OR TERMINATION OF GONTRACT,
                                            TAX INCENTIVES  AND CREDITS
                 15' 1' Tlris Agreement may be suspended for failure of the Contractor: (a) to comply
                        with any provision or requirement of the Act and/or ittirgi"renting rules and
                        regulations; (b) to pay on time the complete taxes, fees and/or other charges
                        demandable and due the Government.
                15'2' This Agreement terminates or may be terminated for the'foilowing causes: (a)
                        expiration of its term, whether oiiginal or renewal; (b) withdrawal from the
                       Agreement by the contra.ctor; i.t violation by the contraclor of the
                       Agreement's terms and conditions;'fit ruilrie to pay taxes, fees/or charges 
                                                                                                       or
                                                   酎
                                                                                           |
                         financiar obligations for two (2) consecutive years; (e) farse statenrent or
                         omission of facls by the Contractor; and 1q' any oinlr ..r*-oi *ron
                         provided uirder the Act and it. -pr.;unung rures and regurations, or any
                         other relevant laws and regulations.
                  15 3. All statemenis rnade in this Agreement  shall be considered  as conditions and
                         essential parts hereof, and any falsehood in said statenrents oi ori.rio, or
                         facts whicrr may arter, change or alrect substantiaily the fact set forth in said
                         staternents sharr be a ground for its revocation and tennination,
                 15.4, The contracror may, by giving due notice at any tirre during rhe rerm of flris
                         Agreemenr, apply for its cancellation due ro causes which,-in the opinion of
                         the contractor, render conrinued nrining operation no ronger fei.;ilL o,
                         viable. ln this case, ilre secretary shal dEcicie on the appricaion *tr-,in ii.,irtv
                         (30) days fr.rn notipe: provided, That the Contractor has met all the iiria;ciat,
                         fiscal and legal obligations.
                 1 5 , 5. No delay or omissions or course oI dealing by the Governrnent shall inrpair
                         any of its rights under flris Agreement, except in flre case of a wrirten waiver,
                         The Government's right to seek recourse and rerief by a other means sha
                         not be construed as a waiver of any succeeding or oiher default unless [re
                         co,rtrary inte,rion is reduced in writing and signed by the party authorizecr to
                         exercise the waiver.
                 15 6. ln case of terrrrination, ilre contractor shalr pay ail the fees and other
                         liabilities due up to the end of the year in which'the tennination becornes
                        effective. The contractor shal immLdiatery carry out tne restoiaiion oJ il 
                        Contract Area in accordance with goorJ mining intlustry practice. - -  -             "
                15 7. The withdrawar rry the contractor from the Mineral Agreenrent shall not
                        release it from any and aI financiar, environmentai, tegat ano -iiscar
                        oSligations under this Agreement.
                1 5 B The following acts or omissi on, inter a/ia shafl constitute breach of contract,
                        upon which the Governrnent may exercise its rigrrt to-i"rrni*-tu'' tnu
                        Ag reement:
                        a.      Failure of the Contractor without valid reason to commence
                                Comrnercial production within the period prescribeel;  and/or
                        b,      Fairure of re contractor to conduct mining operations and other
                                activities in accordance with the approved Woirf erogr,n, unOloi 
                                modificat,,rn thereof as approved by the Director.                        "ny
                15.9. The Government may suspend and cancel tax incenlives and credits if the
                        Contractor fails tr: abicle by the terms and conditions of said incentives and
                        credits.
                                                                                       膍
                                                                                      腌
                                                                                   荭
                                                                                腙
                                                                            .荂
                                                                          膍
                                                                       腙
                                                                    莁
                                                                                                           腅
            荃
         腌
      裪                                                                                                     腵
                                              \  -                    SECTION XVI
                                                                  OTIIER PROVISIONS
                      '16' 1 '  Any terms ancl conditions resulting                    repeal 
                                laws or legulation or frorn the                 .fronr          or amenrlrnenl  of any existing
                               order sha[ be                             enactment oia law, regulation or administrative
                                                    considerecr a part of this Agreement.
                      16:2,Notice腁
                               All notices, clernancls and ottter communications required or pernrittetl
                               lrereunder slrall be macle in writing, teiei oi t.r".opy and shall be deemed 
                               lrave been duly given notice, in [t"-."rJ of.telex or tglecopy,                                      to
                               back or confinnation received, or ii ourirlrecl by hand,                                if.answered
                               days after being deposited in th;-;;ir,  airrnair                             upon receipt or ren
                               addressed as follows:                                                     postage prepaid anrJ
                               lf to ilre Government:
                                        THE SECRETARY
                                        Department of Environment and Naturar Resources
                                        DENR Builcling, Visayas Avenue
                                        Diliman, euezon City                                                i
                              lf to the Contractor:
                                       THE PRESIDENT
                                        Benguet Corporation
                                        One Corporate plaza
                                       845 Arnaiz Avenue, Makati City
                             Eitlrer party may substitute or clrange such vuvrr t 
                             other party.                                      'i,-        adrlress on notice thereof to the
                                                                                                            i
                    16.3. Governing Law                                                                     .
                             This Agreement and the relation between                                 parties hereto 
                             governed by and construed in accordaric" *iitr  lhu                                         shalr be
                             Philippines' Tlre contractor treretry                            rt " ruG iiinr iilpubric of rhe
                                                                                 ag,'.-ur'.no oulgJ, it.Jf,to compty with
                             I t ffi I i:fl 'Ji ff n:il:: diJ' "'; [in i'' "' ;"J ;",ilr. t i I n s a n d o t h e r
                   10.4. Suspensior.r of Obligation
                             a'       Any-failure or delay on the part of any.party in 
                                      obrigation or duties. hereunde, JJrr ur'                         the performance of its
                                      aftributabre to Force Maleure.;J;;l                           ,*rrrJJ ;  the extent
                                      ;:'iff ::liJi#flffi fi;f                               i;-thr-A;"iro,ouo, That the
                                                                              L'##'i,r,,"*i;,iuiii*,ausessrra,
              |荃
           膡
     腎
  韙
                    b.       lf Mining Operations are delayed, cuftailed or prevented by such Force
                             Majeurd causes, then the time for enjoying the rights and carrying out
                            lre crtrligations tlrereby affectod. the terln. of ttris Agreetrtent and atll
                             rights       oUtigations -hereunder  shall be 6xtended for a period equal
                             to tlre "riO    involved,
                                    Period 
                     c,      Tlre Farty, whose ability to perforrn its obligations is aifected by such
                              Force tvtileure causes, strrtipronrptly- give Notice to the other in writing
                             of any such delay or failure of perfornlance, the expected duration
                             tnereof and its anticipated effect and shall use its efforts to remedy
                             sucli J.tay, except tlrat neither Party slrall be under any obligation to
                             setle a labor dispute: Provided, ttrit ttre suspension of obligation by
                             tlre contractor shall be subject to prior approval by the Director'
             '10.5. Atnendments
                      This Agreement shall not be annulled, amended or modified in any respect
                      except-by mutual consent in writing of the herein parties'
              It-l *ITNESS WHEREOF, the Parties hereto have executecl this Agreenrent', as of
              the clay and year first above wl'itten
              l'l lt: REPUBLIG OF Tl-lE Pl'llLlPPlNES
              BY:
                                                                                   
                                                                                          191莈
                                                                                    RMoDOI莆
                                                              T`DEFENSOR
                                   Department of Environmettt  and Natural Resources
               BENGUET CORPORAT!ON
                               JSl膌
                                    0膡
                         '00腝
                      蝜1靛
                                         UAf
               銚lN: 
                       苪
               BY:
                                     PRESENCE OF:
                                    荾
                                    腒
                     (Signature over Printed Name)
                                                                  苨膡
                                                                  観艏
                                                                                    腔
                                              膌
                                                                                   腅腅
                                                                                  膡
                                                                                 腅
                                                ACI(NOWLEDGMENT
              [(epul.rlic of tlre Phili[pirnes)
              QuezonCity                    )ss
              Before me, a Notary Public for and in tlre Gity of Quezon, personally appearecl
              MICIIAEL T. DEFENSOR, with Comqnunity Tax Certificate No. 1.50,q?l(7
              isstred on -Jaa,5, &0N              at durzon 0r? , in his capa@
              tlre Department of Environment and Natural Resources, attd BENJAMIN PHILIP G.
              ROMUALDEZ, with Community Tax Certificate No, to6011'rl                       i5gued on
              --dlUfr-g1{- s1 9*saq Ghr                      , in his c"pacity as pr,"siOent and Chief
              uxecutive onicer or genguElG@;Joth known to me and to me known to be
              tlre sarne persons who executed tlre foregoing instrument consisting of twenty four
              (24) pages, irrcluding this acknowledgment page, and acknowledged  to me that the
              sarne is their voluntary acts and deeds.
              It{ WITNESS WHEREOF, I have hereunto set my hand and affix nty notarial seal,
              this i靛
                                          day of
                        l BEc 20
                                                                        11膡
                                                                    讦71
                                                                      I腝
                                                                         0,It`:li,
                                                                    :'T閐
                                                                                      膫tti3051
                                                                                   1:腊
                                                                            TIN Il芯腂
              Doc. No.
              Page No.
              Book No.
              Series of,
               (l/rhp!r 9rolonr  anl[6  aDtt al.rl!. rmpaa
                                                                                              腒    芢
                                                                                              艐
                                                                                              艐
                                                                                              艐  腶
                                                                                              艐
                                                                                              艐
                                                                                              艐
                                                                                              腁
                                                           荴
                                                            4
                                                                                                             膌
                                                                                                                :腵
                                                                                     :1:Pll腅.1腵|腅芢
                                                                                                                                     1腅1'i
                                                                                                                                       11:腒
                                                                                                              1腍 .膡
                                                                                   腫Tl:111,腍l,.腵
                                                                                                                        `ll腒
                                                                                                                                  |:l!!lJj荮
                                                                                                                                              ll
                                                                                                                              腒
                                                                                                11111荃i1l蝖腒
                                                                                      1荲111:l:(J蹱
                                                                                l腝lj l腒
                                                                                  1膡
                                                                                                                       tilil.11(].lU
                                                                                                        11腒
                                                                                                           1_:)腵i膡
                                                                                          ll ll(llIPi腒
                                                    'rin:-, ];'t-tn.T{i !:;F:['rTLF..x-L](.)$-r.:  I.t/\\rll.i(.i l.lFt:',I:t pAiiJ,'t-tlii:,Ft)ll-li(ic''.u{(l
                                       II.r,._i-J[.til\li;;i.i't'\,i'r\!i  nLED F(lll !l:,r.'illlD ll{':lll[i (\r;l:1."1' {1'1."ili::[O(:Ii  A]ll.)
                                       !q  Njllul.L:$ i:\,1\.!, oll\r l lltl  !h.t t' \1' Lilj v[1tl1.tlrLJi!. .\,J*ll) I'fu":i DI;L';l:'l
                                       n]-it::r:n-pHL) l1{ nijtitl I (}t; 'I'l'lll !i[('iiri.rri tr.1'1i,!]ii.i',.{i::l!il.[iJ,1f,,5 0l'l'rt]tfi
                                        IlIi.jl ..\j'I j\J. f-)];ll..llil; (ll.i l!.,\(.i!i. (l.l i\ ii {1( 1r 1I.i1\',lli]111'  I'jil {l'i                                      ED
                                                                                                                                                   10 15'lJl DA腅
                                                                                               观
                                                                                                                         腒
                                                                                                                        腶
                                                                                                                  11'腵I Illi(illl:陭腵
                                                                                                 [1.ll lll膡
                                                     I II.1li]IIF I:All)駨
                                                                                                         腵
                                                                                                    (1l i腵
                                                                                                            1芢|:Li迣
                                                                                                葘
                                                                                     l Hli莀
                                                                               Ll腅
                                                                                                                            賯J tll
                                                                           
                                                                 .111鋄
                                        :豞:llllII苦鞢膡
                                                                                                                                                 腡
                                                                                                                                                                           荶
                                                                                                                                                         荁
                                                                                                                                                    |芢
                                                                                                                                                                  莓