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EXHIBIT 10.1 RESTATED AGREEMENT OF OCCUPANCY AND USE

Lease Agreement

EXHIBIT 10.1   RESTATED AGREEMENT OF OCCUPANCY AND USE | Document Parties: VISTA CONTINENTAL CORP | MINERA RIO GRANDE S.A. | QUILLABAMBA MINING SAC You are currently viewing:
This Lease Agreement involves

VISTA CONTINENTAL CORP | MINERA RIO GRANDE S.A. | QUILLABAMBA MINING SAC

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Title: EXHIBIT 10.1 RESTATED AGREEMENT OF OCCUPANCY AND USE
Governing Law: Nevada     Date: 1/20/2004

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                                                                    EXHIBIT 10.1

 

                     RESTATED AGREEMENT OF OCCUPANCY AND USE

 

 

         This RESTATED AGREEMENT OF OCCUPANCY AND USE (the "Agreement" )is made

and entered into this______ day of _____________, 200__, by and between MINERA

RIO GRANDE S.A., with an address located at Jiron Puerto Pizzaro, Manzana 15,

Lote 5, Urbanizacion Portada del Sol, Primera Etapa, La Molina, Lima, Peru

("Rio"), and QUILLABAMBA MINING SAC, with an address located at Sir William's

Court, 851 South Rampart Blvd., Suite 150, Las Vegas, Nevada 89145

("Quillabamba"). Rio and Quillabamba may be referred to collectively in this

Agreement as the "Parties" or individually as a "Party."

 

         Whereas, on November 25, 200__, Rio and Quillabamba entered into that

certain Agreement of Occupancy and Use (the "Original Agreement") pursuant to

which Quillabamba was granted the right to occupy and use that certain land

located at Coyotayoc, Sector Illapani, Provincia De La Convencio, Cuzco (the

"Camp"), including, but not limited to, its contents, facilities, buildings,

water supply, utilities, hardware, software, communications equipment,

machinery, mechanical installations, infrastructure, vehicles and supplies, as

well as all equipment owned by Rio located at the Camp as described more fully

in List B to the Original Agreement, in exchange for Rio's right to use the

equipment owned by Quillabamba located at the Camp as described more fully in

List A to the Original Agreement.

 

         Whereas, Rio and Quillabamba desire to clarify and restate certain of

the terms contained in the Original Agreement.

 

         NOW, THEREFORE, with the foregoing background incorporated herein, for

valuable consideration, including the covenants and agreements hereinafter

contained, the receipt and sufficiency of which are hereby acknowledged, the

parties agree as follows:

 

         1. Quillabamba's Use of Camp and Rio's Equipment. In consideration of

the rights granted to Rio under Section 2 below, Rio does lease, let and demise

unto Quillabamba, its successors and assigns, the free, unfettered right to

access and use the Camp, including, but not limited to, its contents,

facilities, buildings, water supply, utilities, hardware, software,

communications equipment, machinery, mechanical installations, infrastructure,

vehicles and supplies, including all equipment owned by Rio located at the Camp

as described more fully in List B to the Original Agreement and incorporated

herein as if stated in full and any other equipment purchased or to be purchased

by Rio for use at the Camp, for the purposes of exploring, drilling and mining,

and taking, storing, removing and disposing of such mined materials, and any and

all uses and purposes incidental or related thereto including, but not limited

to, the right to construct any and all operations necessary to Quillabamba's use

of the Camp. To the extent necessary, Quillabamba is hereby granted an easement

and right of way for roads, pipelines, electrical transmission lines, and any

other uses related to its use of the Camp, over the Camp and any other lands now

or in the future owned, leased or otherwise controlled by Rio in the vicinity of

the Camp. Notwithstanding anything here to the contrary, Rio has the right to

utilize the Camp in conjunction with Quillabamba and, further, has the right to

enter the Camp for purposes of inspecting the Camp and its equipment.

 

         2. Rio Use of Quillabamba's Equipment. In consideration for the rights

granted to Quillabamba under Section 1 above, Quillabamba does grant to Rio, its

successors and assigns, the right to use the equipment owned by Quillabamba and

located at the Camp as described more fully in List A to the Original Agreement

and incorporated herein as if stated in full and any other equipment purchased

or to be purchased by Quillabamba for use at the Camp for the purposes of

exploring, drilling and mining, and taking, storing, removing and disposing of

such mined materials, and any and all uses and purposes incidental or related

thereto.

 

         3. Term and Renewal Option. The term of this Agreement shall be for of

period of ten (10) years commencing on the Effective Date of this Agreement (the

"Term"). Quillabamba shall have the option, at its sole and absolute discretion,

to renew this Agreement for additional consecutive ten (10) year terms ("Renewal

Term"), under the same terms and conditions as set forth in this Agreement.

Prior to the expiration of the Term or any

 

                                   Page 1 of 5

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Renewal Term, Quillabamba shall notify Rio of its decision to exercise its

option to renew this Agreement for an additional ten (10) years; provided,

however, that if Quillabamba fails to notify Rio of its decision to renew this

Agreement prior to the expiration of the Term or any Renewal Term, Quillabamba

shall have a grace period of six (6) months following the expiration of the Term

or any Renewal Term to exercise its renewal option as provided for herein

without penalty such as loss of rights or privileges as granted to Quillabamba

under the terms of this Agreement.

 

         4. Availability, Location and Priority of Use of Equipment. The Parties

hereto agree to keep all machinery, mechanical installations, infrastructure,

vehicles and supplies, including the equipment described more fully in Lists A

and B, respectively, to the Original Agreement, and all other equipment

purchased or to be purchased for use at the Camp for mining related activities,

at the Camp and readily available for the other Party's use pursuant to this

Agreement; provided, however, that Quillabamba shall have priority over Rio with

respect to the use of any and all such machinery, mechanical installations,

infrastructure, vehicles and supplies located at the Camp, including the

equipment described more fully in Lists A and B, respectively, to the Original

Agreement, and any other equipment purchased or to be purchased for use at the

Camp for mining related activities.

 

         5. Camp Related Costs and Expenses; Payment. The Parties hereto agree

that all costs and expenses associated with the Camp operations, including, but

not limited to, costs and expenses associated with (a) prepping and treatment of

mining samples, processing of ore at the Recovery Plant, and assaying mining

samples, (b) repairing and maintaining all machinery, mechanical installations,

infrastructure, vehicles and equipment, including the equipment described more

fully in Lists A and B, respectively, to the Original Agreement and any new

equipment purchased or to be purchased by the Parties hereto, located at the

Camp and used by both Parties solely for mining related activities; (c)

domestic, kitchen and security personnel; (d) utilities, including, but not

limited to, electricity, diesel and gasoline; (e) and taxes, subject to Section

7 below (collectively, the "Camp Costs"), are beneficial to both Parties and

therefore shall be apportioned as follows: during months when neither party or

both parties are undertaking mining operations and activities at the Camp, the

Camp Costs shall be shared equally by the Parties (i.e. 50% each Party);

provided, however, that during the months when only one of the Parties hereto is

undertaking mining operations and activities at the Camp, the Party so operating

shall be responsible for 80% of the Camp Costs. Quillabamba agrees to pay all

Camp Costs on a monthly basis and to invoice Rio for its portion of the Camp

Costs in compliance with this Section 5 of the Agreement, which invoice shall be

paid by Rio within ten (10) days of receipt.

 

         6. Non-Camp Related Costs. The Parties hereto agree that all costs and

expenses related to and associated with non-Camp related activities including,

but not limited to, (a) activities and operations conducted at the Camp not

related to mining; (b) changes to any machinery, mechanical installations,

infrastructure, vehicles, equipment or the like located at the Camp; (c)

purchases of any new machinery, mechanical installations, infrastructure,

vehicles, equipment or the like for use at the Camp; and (d) drilling and mining

activities that occur outside the boundaries of the Camp (collectively, the

"Non-Camp Costs"), shall be the sole responsibility of, and be paid entirely by,

the Party incurring said Non-Camp Costs.

 

          7. Taxes. The Par


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