Common use of Operator Clause in Contracts

Operator. 4.1 Freeport shall act as Operator of the Property and subject to the terms, conditions, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operator.

Operator. 4.1 Freeport shall (a) Each Owner hereby authorizes KCPL to act (and KCPL agrees to act) as Operator the exclusive operator to perform (in such capacity, the “Operator”), through KCPL’s own employees, agents, servants and contractors, all such functions (including, without limitation, the entry into contracts for the benefit of the Property Owners) as may be required for the actual design, permitting, development, procurement, construction, operation and subject maintenance of the Iatan Unit 2 Facility, the Common Facilities and the Iatan Station Site, subject, however, to the termsdirection and control of the Management Committee. The Operator shall at all times perform its duties in accordance with Good Utility Practice; provided, conditionshowever, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of notwithstanding any other provision in this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting contrary, the Operator shall not constitute a resignation be liable to any other Owner for any loss, cost, damage or termination expense incurred by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, such Owner as a result of FMOG being designated as Acting any action or failure to act by the Operator pursuant unless the Operator’s action or failure to such separate agreementact is determined to have been gross negligence or willful misconduct. Each Owner understands and agrees that the Operator shall have the sole discretion to manage its employees, costs agents, servants, and expenses otherwise paid hereunder contractors on a day-to-day basis to Freeport as accomplish needed work in the normal course of business. The Operator shall be paid responsible for the administration and enforcement of all contracts relating to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement the construction, ownership and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as operation of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunderIatan Unit 2 Facility and Common Facilities; provided, however, that when requested by the Non-operators Operator, the other Owners shall reasonably assist the Operator with these responsibilities. Although the Operator shall not be entitled to a management fee under this Agreement, each Owner shall pay its proportionate share of the Operator’s total reasonable costs, including administrative overhead and taxes, incurred while performing its duties as Operator for Unit 2 in proportion to the Owners’ Ownership Share and for the Common Facilities in proportion to the Owners’ Common Facilities Ownership Shares as set forth in the Accounting Manual attached hereto as Exhibit J. (b) Upon written notice of such resignation at least sixty (60) days prior to the effective date Operator, the Owner with the next greatest Ownership Share which has the financial capability to act as Operator may, at its option, 21266434\V-1 forthwith become, and assume the duties of, Operator hereunder in the stead of resignationthe existing Operator if at such time (i) the Management Committee has not elected a new Operator from among the Owners of Unit 2; (ii) either (A) the Operator shall have filed a petition commencing a voluntary bankruptcy case under Section 301 of Title 11 of the United States Code (the “Bankruptcy Code”) or shall have had filed against it a petition commencing an involuntary bankruptcy case under Section 303 of the Bankruptcy Code and such involuntary petition shall remain undismissed for a period of ninety (90) days, or KCPL’s or any other Owner’s Ownership Share shall have been seized and held by any governmental authority having jurisdiction (any of the foregoing, an “Insolvency or Seizure”) or (B) the Operator is in Default under Section 6.6 and such Default has not been cured within the applicable cure period; and (iii) such other Owner is not then the subject of an Insolvency or Seizure. KCPL shall automatically be redesignated and assume the full functions of Operator upon emerging from or otherwise curing the Insolvency or Seizure or Default that gave rise to KCPL’s removal as Operator. The Operator acting during any Insolvency or Seizure or Default of KCPL shall not have the right or power to replace the then current plant personnel with the acting Operator’s employees so long as KCPL’s plant personnel continue to work productively and in sufficient numbers to maintain Unit 2’s and the Common Facilities’ operations without material impairment; in such event Owners shall continue to pay to KCPL the Owners’ proportionate shares of the costs associated with such plant personnel as though KCPL were continuing to act as Operator. The acting Operator shall abide by, and shall not violate, any provision of any collective bargaining agreement KCPL has entered into with its employees; nor shall the acting Operator take any action that will materially impair the generation output or materially increase the cost of owning and/or operating any generation asset owned by KCPL. The acting Operator shall be responsible for the administration and enforcement of all existing contracts relating to the construction, ownership and operation of the Iatan Unit 2 Facility, the Common Facilities and the Iatan Station Site; provided, however, that when requested, the other Owners shall reasonably assist the acting Operator with these responsibilities, and KCPL will assist the acting Operator in any manner reasonably requested. 4.3 (c) Contracts covering design, engineering, procurement, construction and installation of all or any part of the Iatan Unit 2 Facility and/or the Common Facilities Upgrades and all other contracts relating to procurement, operation and maintenance, including contracts for the acquisition of materials, inventories, supplies, spare parts, equipment, fuel or services, shall be executed solely by the Operator. Each Owner shall be severally and not jointly liable for its Ownership Share and/or Common Facilities Ownership Share of all amounts payable under all such contracts, including taxes. In the event the total that any Owner advances a proportion of the Participating Interests owned by any such funds in excess of its Ownership Share and/or Common Facilities Ownership Share under any such contract, such Owner shall have a right of contribution from each Owner that has made payments that are proportionately less than its Ownership Share and/or Common Facilities Ownership Share. (d) The Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right authority and responsibility to remove execute and, where appropriate, will make coordinated filings with all regulatory agencies having jurisdiction, of all such applications, amendments, reports and other documents and filings as shall be required in or in connection with the licensing and other regulatory matters with respect to the 21266434\V-1 Iatan Unit 2 Facility and the Common Facilities; provided, however, that each Owner shall be responsible for obtaining all required approvals and authorizations relating to its participation in the Iatan Unit 2 Facility and the Common Facilities and to its performance of this Agreement. (e) The Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement shall give prompt notice to each of the Non-operators. 4.4 Should any other Owners of all material claims instituted or threatened against the Operator or any successor Owner, or any litigation initiated by the Operator relating to the construction, ownership or operation of the Iatan Unit 2 Facility and/or the Common Facilities. If requested by any Owner, the other Owners agree to enter into a joint defense agreement with terms and conditions sufficient to preserve (to the extent permitted by applicable law) the attorney-client privilege and/or work product protections for shared information and cooperation in connection with any cause cease to such claim. The Owners shall cooperate in the defense or prosecution of any such claim. All decisions in connection with any legal actions shall be Operator hereundermade by the Management Committee. (f) In performing its responsibilities, a successor as set forth herein, the Operator shall (i) carry out the provisions of this Agreement in accordance with Good Utility Practice and may not enter into transactions with its affiliates unless the terms of such agreements are at least as favorable to the Owners as those that would be designated negotiated between unrelated third parties in a similar agreement, and (ii) use its Commercially Reasonable Efforts to secure, administer and enforce contracts for the construction of the Iatan Unit 2 Facility and Common Facilities Upgrades in a manner to achieve Commercial Operation in accordance with a completion schedule and budget established by, and as amended from time to time by, the Management Committee, and (iii) provide the Owners with their proportionate benefits, or the monetary equivalent thereof, received by the vote of Operator that arise from or are associated with costs paid by the Parties owning a majority in interestOwners hereunder. If the removed Operator fails to vote or votes only to succeed itself, the successor The Operator shall be selected by also consult with the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named Owners with respect to all operations any anticipated material delays in the completion schedule or increases in the construction budget. In no event shall any failure by the Operator to follow Good Utility Practice give any Owner cause for a private cause of every kind thereafter conducted on action, unless such failure constitutes gross negligence or willful misconduct. (g) Operator shall, except as otherwise provided in respect Article XVII, furnish to any Owner such information and copies of such documents and records as such Owner may reasonably request from time to time concerning any aspect of the Propertyconstruction, ownership and operation of the Iatan Unit 2 Facility and the Common Facilities to the extent they impact Unit 2. All Equipment acquired Should the Operator deem that the request for information is unreasonable, the Operator shall provide access to such information and the requesting Owner shall be allowed to bring in such copying equipment as necessary to make such copies as the Owner desires. Said Owner shall be solely responsible for the account costs associated with such reproduction effort, including the Operator’s personnel assigned to ensure that the originals are not damaged, lost or misfiled throughout this process. (h) After the In-Service Operation Date, the Operator shall provide monthly reports to the Owners on fuel supply, operation and maintenance, environmental status or issues, monthly or quarterly Continuous Emission Monitoring System data and allowance consumption data. 21266434\V-1 (i) The Operator will act and operate ▇▇▇▇ ▇ in accordance with the Certificates of the Parties Public Convenience and devoted to operations hereunder shall be surrendered promptly to any appointed successor OperatorNecessity.

Operator. 4.1 Freeport shall 1. Alamos or any wholly owned Mexican subsidiary of Alamos acceptable to the Vendor in its sole discretion will be the initial Operator and will act as the Operator of under this agreement until it resigns or is replaced in accordance with the Property provisions hereof. 2. The Operator may resign as Operator at any time by giving not less than one hundred and subject twenty (120) days’ prior notice to the termsManagement Committee, conditionsor such shorter period as the Management Committee may agree to, and provisions herein set forth, shall have complete charge within such one hundred and control thereof and twenty (120) day or shorter period the management, operation, exploration and development thereof for Management Committee will appoint another party acceptable to the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated Vendor in its sole discretion who covenants to act as the "Acting Operator" for the Property, pursuant to Operator upon the terms and conditions hereof and such other terms and conditions as the Management Committee may agree provided that such other terms or do not violate the terms of said agreementthe Asset Purchase Agreement. 3. Such designation of FMOG as Acting If the Operator shall not constitute fails to perform in a resignation manner that is consistent with good mining practice or termination by Freeport of fails to perform in a manner consistent with its duties as and responsibilities under this agreement, it will be in default and the Management Committee will give to the Operator hereunderwritten notice setting forth particulars of the Operator’s default. The Parties hereto recognize and agree thatOperator will, as a result within thirty (30) days of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share receipt of such costs notice, remedy the default. Failure of the Operator to remedy the default within such thirty (30) day period (unless such default is of such a nature as cannot be cured within such period, in which case the Operator must commence to remedy such default within such thirty (30) day period and expensesthereafter to proceed continuously and diligently to complete all required remedial action) will be grounds for termination of the Operator’s appointment effective upon notice to that effect from the non-Operator, including provided that no steps will be taken to remove or replace the overhead charges provided for Operator in such circumstances while the Exhibit "B" attached hereto and made a part hereof for all purposesOperator is contesting in good faith the alleged default. Should Operator or On any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in termination of the Property or (4) fail materially to perform its duties Operator’s appointment hereunder, it shall cease to be Operator hereunder effective as a meeting of the date Management Committee will forthwith be convened to appoint another Operator (and in respect of which vote the Operator’s representatives will not have any vote). 4. If: 1. a new Operator is elected. Change receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of ’s assets is appointed and such resignation at least appointment is neither made ineffective nor discharged within sixty (60) days prior after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; 2. the Operator fails to pay or to contest in good faith any substantial portion of such bills as are chargeable to the effective date of resignation. 4.3 In the event the total Operator in respect of the Participating Interests owned Joint Venture within sixty days after they are due; 3. the Operator commences a voluntary case under applicable bankruptcy, insolvency or similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such law or to the appointment of or the taking possession of by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets, or makes a general assignment for the benefit of its creditors, or fails generally to pay its debts as such debts become due, or takes corporate or other action in furtherance of any of the foregoing; or 4. the Operator and/or any Affiliate undergoes a Change of Control within 24 months of the Registered Operator Date as set out in section 4.5 or Affiliates of Operator should at any time fall below during the currency of the Joint Venture holds less than a percentage equal to 50%, less % interest in the lowest percentage Participating Interest owned by a Non-operator at Properties; then in any such time, the Non-operators case NGL shall forthwith have the right to remove appoint one of its nominees to the position of Chairman of the Management Committee and the Management Committee may forthwith, upon notice, terminate the appointment of such Operator and may simultaneously appoint NGL or a new Operator (and in respect of such matters, the representatives of the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operatorswill not have any vote). 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest5. If the removed Operator fails to vote or votes only contribute its Cost Share of a Program, NGL shall forthwith have the right to succeed itself, appoint one of its nominees to the successor Operator shall be selected by the affirmative vote position of Non-operators having a majority Chairman of the interest in Management Committee and the Property remaining after excluding Management Committee may forthwith, upon notice, terminate the interest appointment of the removed Operator. Should such Operator or any successor Operator hereunder cease to be and may simultaneously appoint a NGL as a new Operator for any cause, its rights, titles the duration of that Program (and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of such matters, the Propertyrepresentatives of the Operator will not have any vote). All Equipment acquired Following completion of that Program, the Operator which was replaced will again become the Operator, subject to section 15.1(b) and to the continuous application of this section 11.5. 6. Upon ceasing to act as Operator, for any reason, the former Operator will forthwith deliver to the new Operator custody of all Assets and any books and records pertaining to the Assets which it prepared or maintained in its capacity as Operator. The new Operator will assume all of the rights, responsibilities, duties and status of the previous Operator as provided in this agreement. The new Operator will have no obligation to hire any of the employees of the former Operator. 7. Prior to the Participation Date, title to the Assets shall be held by and in the name of ONCM. After the Participation Date, title to any of the Assets held by the Operator, or a Participant, will be held by the Operator, or such Participant, in trust for the account Participants and the Vendor (to the extent the Vendor has an interest in such Assets pursuant to or arising out of the Parties Asset Purchase Agreement), and devoted title to operations hereunder the Properties shall remain in the name of ONCM and upon Alamos validly exercising the Option to acquire an Interest , at the request of Alamos and if so possible under the mining laws of Mexico National Gold shall execute and deliver such transfers, deed and other instruments as may be surrendered promptly necessary to any appointed successor Operatortransfer to Alamos title in the Properties equal to its then Interest.

Operator. 4.1 Freeport Ridgelake shall act as be designated Operator of the Property and subject for all w▇▇▇▇ drilled pursuant to the terms, conditions, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date terms of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG")shall conduct and direct all operations on the Leases, a Delaware corporation as permitted and an affiliate of Freeport is designated as the "Acting Operator" for the Property, required pursuant to the terms of this Agreement and conditions the JOA attached hereto as Exhibit “D”. 4.2 Notwithstanding the terms of said agreement. Such designation the JOA, the timing and order of FMOG as Acting Operator Operations shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree thatbe at Ridgelake’s sole discretion, until such time as a result Participant has earned a working interest in a particular Lease. Once a Participant has earned a working interest in a Lease, then, insofar and only insofar as said Lease is concerned, the terms of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator the JOA shall be paid applicable to FMOG a proposal by such Participant relevant to the drilling of w▇▇▇▇ or other operations on the Lease. 4.2.1 It is the intention of the Parties that a well shall be spudded on each Lease prior to the first day of the beginning of the last year of the primary term of each Lease. However, it is understood and agreed that for various reasons a well may not be spudded on each Lease as Operator as long as FMOG anticipated. If a well is Acting Operator under not so spudded on a particular Lease before the first day of the beginning of the last year of the primary term for a particular Lease, then it is understood and agreed that a Participant in such separate agreement and that Freeport, as an owner Lease may submit a proposal to Ridgelake for the drilling of interest a well on the particular Lease in this Agreement, shall make payments accordance with the terms of the JOA attached hereto. If Ridgelake agrees to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for participate in the Exhibit "B" attached hereto well proposed by such Participant, then the well shall be drilled in accordance with the terms of this Agreement and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject the Participants must complete the interest earning operations in order to receivership, (3) no longer own earn an interest in the Property Lease. However, if Ridgelake does not agree to proceed with the well, then a Participant in the Lease may proceed to drill the well under the terms of the JOA attached hereto and, if the said well is completed by the Participant, then the Participants in such well shall earn their respective working interests in the Lease (as set forth in Section 3.1 above) and any penalties under the JOA shall be applicable to Ridgelake’s interest in the well. (It is recognized that other parties may be participating in a particular Lease under agreements that are similar to this Agreement. Accordingly, any penalty applicable to Ridgelake’s interest will be proportionately allocated to those parties who have agreed to participate in the well.) 4.2.2 If no well is spudded on a particular Lease before expiration of the Lease, this Agreement shall no longer be applicable to the Lease. However, it is understood and agreed that all money paid to Ridgelake under the terms of this Agreement shall be retained by Ridgelake and that there shall be no refund of any money to Participants. 4.3 Operator shall conduct all Operations in a good an workmanlike manner, but shall have no liability as Operator for losses sustained or (4) fail materially to perform its duties liabilities incurred, except as may result from gross negligence or willful misconduct. 4.4 The number of employees used by Operator in conducting operations hereunder, it their selection, the hours of labor, and the compensation for services performed, shall cease to be Operator hereunder effective as of determined by Operator, or its subcontractors, and all employees shall be the date a new Operator is elected. Change of the partnership name or structure employees of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operatorits subcontractor. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operator.

Operator. 4.1 Freeport shall Amerada is hereby appointed and agrees to act as Operator of the Property under and subject to the termsterms of this Agreement. 4.2 The Operator has the right and is obliged to conduct Joint Operations by itself, conditions, its agents and provisions herein set forth, shall have complete charge its contractors under the overall supervision and control thereof of the Management Committee. 4.3 The responsibilities of the Operator shall include but not be limited to:- (i) appraising the merits of acreage by undertaking appropriate studies in the Evaluation Area; (ii) advising the Parties of the results of such appraisal; (iii) submitting proposals for the acquisition of data for consideration by the Parties and if such proposals are approved by the managementManagement Committee acquiring and appraising such data for the Joint Account; (iv) representing the Parties in dealings with the Governor in connection with any Application made pursuant to this Agreement and advising them of the outcome of all such representations provided that each Party participating in the Application shall be consulted in respect of such dealings and have the right to be represented at any meetings with the Governor. Except as provided in clause 6.15(i), operationthe Operator shall not commit the participating Parties in such dealings without their approval, exploration such approval not to be unreasonably withheld or delayed; (v) providing reports, data and development thereof information in accordance with the directions of the Management Committee; and (vi) directing and controlling accounting, technical and advisory services as may be required for the efficient conduct of Joint Operations. 4.4 The Operator shall conduct Joint Operations in a proper and workmanlike manner and with that degree of diligence and prudence reasonably and ordinarily exercised by experienced operators engaged in similar activities under similar circumstances. 4.5 The Operator shall consult regularly with the Parties and keep them fully informed of Joint Operations. 4.6 The Operator shall not be liable to the Patties for any loss or damage arising out of or resulting from any Joint Operations unless and to the extent that any such loss or damage results from the Gross Negligence of the Operator provided always that in no circumstances whatsoever shall the Operator be liable for any loss of profits, lost production, pollution clean up costs or other indirect or consequential losses. 4.7 Subject to the provisions of any approved Work Programme and Budget, the number, selection, hours of work and remuneration of personnel employed by the Operator in connection with Joint Operations shall be determined by the Operator. 4.8 The Operator is authorised to incur such expenditures for the Joint Account and enter into such commitments as may be authorised by the Management Committee in accordance with the provisions of this Agreement. 4.9 The Operator is authorised to take any action and incur such expenditures as it deems reasonably necessary in the case of an emergency for the safeguarding of lives or property or the prevention of pollution. The Operator shall promptly notify the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting any such action or expenditure. 4.10 The Operator shall not constitute open and maintain such separately identifiable accounting records as may be necessary to record in a resignation or termination full and proper manner all Advances received by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of from the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operatorall expenditure incurred and all receipts obtained by the Operator in connection with the Joint Operations.

Operator. 4.1 Freeport Ridgelake shall act as be designated Operator of the Property and subject for all ▇▇▇▇▇ drilled pursuant to the terms, conditions, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date terms of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG")shall conduct and direct all operations on the Leases, a Delaware corporation as permitted and an affiliate of Freeport is designated as the "Acting Operator" for the Property, required pursuant to the terms of this Agreement and conditions the JOA attached hereto as Exhibit “D”. 4.2 Notwithstanding the terms of said agreement. Such designation the JOA, the timing and order of FMOG as Acting Operator Operations shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree thatbe at Ridgelake’s sole discretion, until such time as a result Participant has earned a working interest in a particular Lease. Once a Participant has earned a working interest in a Lease, then, insofar and only insofar as said Lease is concerned, the terms of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator the JOA shall be paid applicable to FMOG a proposal by such Participant relevant to the drilling of ▇▇▇▇▇ or other operations on the Lease. 4.2.1 It is the intention of the Parties that a well shall be spudded on each Lease prior to the first day of the beginning of the last year of the primary term of each Lease. However, it is understood and agreed that for various reasons a well may not be spudded on each Lease as Operator as long as FMOG anticipated. If a well is Acting Operator under not so spudded on a particular Lease before the first day of the beginning of the last year of the primary term for a particular Lease, then it is understood and agreed that a Participant in such separate agreement and that Freeport, as an owner Lease may submit a proposal to Ridgelake for the drilling of interest a well on the particular Lease in this Agreement, shall make payments accordance with the terms of the JOA attached hereto. If Ridgelake agrees to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for participate in the Exhibit "B" attached hereto well proposed by such Participant, then the well shall be drilled in accordance with the terms of this Agreement and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject the Participants must complete the interest earning operations in order to receivership, (3) no longer own earn an interest in the Property Lease. However, if Ridgelake does not agree to proceed with the well, then a Participant in the Lease may proceed to drill the well under the terms of the JOA attached hereto and, if the said well is completed by the Participant, then the Participants in such well shall earn their respective working interests in the Lease (as set forth in Section 3.1 above) and any penalties under the JOA shall be applicable to Ridgelake’s interest in the well. (It is recognized that other parties may be participating in a particular Lease under agreements that are similar to this Agreement. Accordingly, any penalty applicable to Ridgelake’s interest will be proportionately allocated to those parties who have agreed to participate in the well.) 4.2.2 If no well is spudded on a particular Lease before expiration of the Lease, this Agreement shall no longer be applicable to the Lease. However, it is understood and agreed that all money paid to Ridgelake under the terms of this Agreement shall be retained by Ridgelake and that there shall be no refund of any money to Participants. 4.3 Operator shall conduct all Operations in a good an workmanlike manner, but shall have no liability as Operator for losses sustained or (4) fail materially to perform its duties liabilities incurred, except as may result from gross negligence or willful misconduct. 4.4 The number of employees used by Operator in conducting operations hereunder, it their selection, the hours of labor, and the compensation for services performed, shall cease to be Operator hereunder effective as of determined by Operator, or its subcontractors, and all employees shall be the date a new Operator is elected. Change of the partnership name or structure employees of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operatorits subcontractor. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operator.

Operator. 4.1 Freeport shall 6.1 Journey will act as Operator of the Property and subject to the terms, conditions, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments so long as it is earning and retains an Interest of 25% or more, or as otherwise set forth in this Part 6. 6.2 An Operator fee (the “Operator Fee”) will be paid based on a percentage of Expenditures, as follows: (a) to FMOG Operator during the Option Period: 10%; (b) to Operator commencing on Effective Date: 5% of all qualified Expenditures incurred; and (c) to Operator after full Feasibility Report accepted: 5% of all qualified Expenditures during construction, development and operations of the mine. 6.3 The Operator Fee will include, but not be limited to all Operator’s office overhead costs and all general and administrative expenses including telephone, faxes, and direct management salaries and wages. 6.4 The Operator Fee will be payable monthly in arrears for the Expenditures incurred in that month, which charge will be an amount sufficient to reimburse Operator fully for its proportionate share of services as Operator, but not sufficient to enable Operator to profit thereby and such costs fees will be reviewed and expensesif proven to be excessive or insufficient will be adjusted by the Management Committee on the basis that Operator should neither profit nor lose by acting as such. 6.5 The initial Accounting Procedure, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivershipchange from time to time by the Management Committee, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective is attached as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of OperatorSchedule “C”. 4.2 Operator or any successor 6.6 Operator may resign at any time by giving thirty (30) days’ prior written notice to the Optionors and within such 30-day period, the Management Committee will appoint another Participant who covenants to act as the Operator upon such terms as the parties will agree. 6.7 If following its appointment as Operator, Operator fails to perform in a manner consistent with its powers and duties under this Agreement, any Participant may give to Operator written notice setting forth particulars of Operator’s default. 6.8 Operator will within thirty (30) days after receipt of such notice described in §6.7 either dispute the occurrence of such default or commence to remedy the default within the time limit aforesaid (and thereafter, in the latter case, will proceed continuously and diligently to complete all required remedial action). 6.9 Operator may take action to remedy an alleged default under §6.7 without prejudice to its right to dispute the occurrence of the default and to claim recovery of expenses incurred in remedial work not occasioned by its default. 6.10 If Operator disputes any alleged default under §6.7 or if the Participant alleging a default provides to Operator a further written notice that Operator has failed to proceed continuously and diligently to complete all required remedial action to remedy a default previously alleged by such Participant, then the matter will be referred to arbitration under §20.7. 6.11 Operator will be deemed to have offered its resignation upon the occurrence of any of the following events: (a) if an attachment in respect to any material liability of Operator is made on the Property which is not related to the business of the joint venture; (b) If Operator: (i) admits in writing its inability to pay its debts as they become due other than indebtedness (“non-recourse financing”) for money borrowed or guaranteed where the recourse of the holder thereof is restricted to realization upon specific assets none of which consist of any Interest, and whether failure to pay the indebtedness does not result in the creation of an unsecured obligation of Operator, (ii) makes an assignment for the benefit of creditors, (iii) consents to the appointment of a receiver (other than a receiver appointed under non-recourse financing) for all or a substantial part of its assets, (iv) files a petition in bankruptcy or for a reorganization or an arrangement under applicable bankruptcy, insolvency or creditors’ relief laws, or otherwise seeks the relief therein provided, or (v) is adjusted bankrupt or insolvent; (c) if a court order is pronounced in respect to Operator appointing a receiver or trustee for all or a substantial part of its property (other than property securing non-recourse financing), or approving a petition in bankruptcy or for a reorganization under applicable bankruptcy, insolvency or creditor’s relief laws or for any judicial modification or alteration of the rights of creditors; or (d) the Interest of the Operator is reduced to less than 25% for thirty (30) consecutive days. 6.12 Upon ceasing to be Operator, the former Operator will forthwith deliver to its successor all Assets, books, records and other property both real and personal relating to this Agreement or its role as Operator hereunder; providedunder this Agreement. 6.13 The former Operator will use its best efforts to transfer to its successor, however, that the Non-operators shall written notice as of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event former Operator’s resignation or removal, its rights and obligations, if any, as Operator under all contracts relating to the total of Assets, and pending such transfer and in relations to all other contracts relating to the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such timeAssets, the Non-operators shall have the former Operator will hold its right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the and interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed from the Operator herein named date of resignation or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired removal for the account and to the order of the Parties new Operator. 6.14 All reasonable costs of termination of employment of employees of the Operator arising from any removal, but not resignation, of the Operator will be deemed to be Expenditures and devoted the former Operator will be reimbursed therefor by the Participants promptly after submission of invoices to operations hereunder shall be surrendered promptly to any appointed the successor Operator. 6.15 The successor Operator will be under no obligation to provide alternative employment to any employee engaged or primarily engaged by the former Operator. 6.16 As soon as practicable after the effective date of resignation or removal of Operator, the Management Committee will have the accounts of Operator relating to the Assets audited by an independent auditor (who may be the auditor of a Participant), and will conduct an inventory of all Assets and such inventory will be used in the return of and the accounting for the Assets by the Operator who has resigned or has been removed. 6.17 All costs and expenses incurred in connection with such audit and inventory will be deemed to be Expenditures. 6.18 Operator will not act or hold itself out as agent for any of the parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by a party.

Operator. 4.1 Freeport 6.1 Unless APAC shall notify Optionors that it shall elect to abandon either its First Option or its Second Option, and otherwise until the exercise of the Second Option, the Operator shall be APAC. If APAC shall abandon either its First Option or its Second Option and otherwise after the exercise of the Second Option, there shall be no Operator, and the activities of Arminex shall be in the discretion of the Board in accordance with its Articles and bylaws. 6.2 The Operator may at any time on sixty (60) days notice to Arminex resign as Operator, in which event Arminex shall select another party, person or company to be operator upon the sixtieth day after receipt of the Operator's notice of resignation or such sooner date as Arminex may establish and give notice of to the resigning Operator. The resigning Operator shall thereupon be released and discharged from all its duties and obligations as Operator on the earlier of those dates save only as to those duties and obligations that it theretofore should have performed. 6.3 The new Operator shall assume all the rights, duties, liabilities and status of the previous operator as provided in the Agreement, without obligation to retain or hire any of the employees of the former Operator or to indemnify the former Operator for any costs or expenses which the previous Operator may incur as a result of the termination of the employment of any of its employees resulting from this change of Operator, and shall continue to act as Operator until its replacement of resignation. 6.4 The Operator shall have full right, power and authority to do everything necessary or desirable to carry out and to determine the manner of the exploration and development of the Property, and without limiting the generality of the foregoing, the right, power and authority to: (a) Regulate access to the Property subject only to the right of representatives of the parties to have access to the properties at all reasonable times for the purpose of inspecting mining work being done thereon but at their own risk and expense; (b) Employ and engage such employees, agents and independent contractors as it may consider necessary or advisable to carry out its duties and obligations hereunder arid in this connection to delegate any of its powers and rights to perform its duties and obligations hereunder, but the Operator shall not enter into any contractual relationships with the party except on terms which are commercially competitive; (c) Execute all documents, deeds, and instruments, do or cause to be done all such acts and things and give all such assurances as may be necessary to maintain good and valid title to the Property and subject the equipment and facilities thereon and each party hereby irrevocably constitutes the Operator its true and lawful attorney to give effect to the termsforegoing and hereby agrees to indemnify and save the Operator harmless from any and all costs, conditionsloss or damage sustained or incurred without gross negligence or bad faith by the Operator directly or indirectly as a result of its exercise of its powers pursuant to this subparagraph; and (d) Conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator. 6.5 The Operator shall have the following duties and obligations during the term hereof: (a) To diligently manage, direct and control all exploration, development and producing operations in and under the Property in a prudent and workmanlike manner and in compliance with all applicable laws, rules, orders and regulations; (b) To prepare and deliver to each of the parties after the completion of a program, a report containing the engineering and geological results derived from the mining work just completed as well as a breakdown of the costs made in carrying out such work, and provisions herein set forth, such report shall have complete charge contain any conclusions reached by the Operator as well as the Operator's recommendations regarding the next program and control thereof and budget on the management, operation, exploration and development thereof for Property; each report shall be delivered to the Joint Account parties within forty-five (45) days of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as completion of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company each program; ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant c) Subject to the terms and conditions of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG keep the properties of Arminex in good standing, free and clear of all liens, charges and encumbrances of every character arising from operations (except for those which are in effect on the date of this Agreement or are created pursuant to this Agreement, liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator) and to proceed with all diligence to contest or discharge any lien that is filed by reason of the Operator's failure to perform its proportionate share obligations hereunder; (d) To maintain true and correct books, accounts, and records of operations hereunder; (e) To permit one representative of the parties appointed in writing on not less than two weeks notice and at their expense to inspect, audit and copy the Operator's accounts and records relating to the accounting for production or to the determination of the proceeds from the sale thereof for any fiscal year of the Operator within nine (9) months following the end of such costs fiscal year; (f) To obtain and expensesmaintain or cause any contractor engaged hereunder to obtain and maintain during any period in which active mining work is carried out hereunder such insurance coverage as the Operator deems advisable; (g) To open and maintain on behalf of Arminex such bank account or bank accounts as the Operator may direct; (h) To permit the parties or their representatives appointed in writing, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, on not less than two (2) become insolventweeks notice, bankruptat their own expense and risk, or subject reasonable access to receivership, (3) no longer own an interest in the Property and all data derived from carrying out mining work thereon; (i) To prosecute, and defend but not to initiate without the consent of Arminex all litigation or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect administrative proceedings arising out of the Property. All Equipment acquired for , the account equipment or facilities or mining work conducted thereon; and (j) To transact, undertake and perform all transactions, contract, employments, purchases, operations, negotiations with third parties and any other matter or thing undertaken by or on behalf of the Parties and devoted to operations Arminex hereunder shall be surrendered promptly to any appointed successor Operatorin Arminex's name.

Operator. 4.1 Freeport (a) [Name of Participating Company that was prequalified in the bidding process] has been designated by the Participating Companies, with the approval of CNH, as the Operator under this Contract, and as such shall act as Operator perform the Contractor’s obligations under this Contract in the name and on behalf of each of the Property Participating Companies. Without prejudice to the foregoing, it is understood that all operational aspects of Petroleum Activities shall be carried out exclusively by the Operator on behalf of all the Participating Companies. The failure by the Operator to meet its obligations to the Participating Companies shall not relieve or release any of the Participating Companies from its joint and several liability as provided in this Contract. Each of the Participating Companies hereby appoints the Operator as its representative with authority as broad as necessary to represent such Participating Company before CNH for any matter related to this Contract. It is hereby understood that any matter agreed between CNH and the Operator shall also bind each of the Participating Companies. (b) The Participating Companies may change the Operator, and the Operator may resign from its role as Operator, subject to the termsprior written consent of CNH, conditions, and provisions herein set forth, provided that any new Operator shall have complete charge and control thereof comply at a minimum with the prequalification criteria established for the Operator in the bidding process. If in the opinion of CNH the Operator has not performed its obligations in a manner consistent with Industry Best Practices and the managementApplicable Laws, operationby written notice to the Operator and the Participating Companies, exploration and development thereof for the Joint Account CNH may request a different operator which may be one of the Parties heretoParticipating Companies or another company in each case approved by CNH. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least Within sixty (60) days prior to the effective date Days following delivery of resignation. 4.3 In the event the total of such notice, the Participating Interests owned Companies shall propose a new operator for approval by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%CNH, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators which approval shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to not be Operator hereunder, a successor unreasonably withheld. The Operator shall be designated replaced no later than one hundred eighty (180) Days after approval by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operatorCNH. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operator.

Operator. 4.1 Freeport (a) The Optionee shall act as the Operator of during the Property and Option Period subject to the termsoversight and direction of an operations committee consisting of one (1) representative appointed by the Optionee and one (1) appointed by the Optionor (the “Operations Committee”). The Operations Committee shall decide all matters unanimously. The Optionee and Optionor shall work together in good faith to develop a proposed work program and budget with respect to the Property during the Option Period within 30 days of the execution of this Agreement, conditionswhich shall include the work required to substantiate the Resource Payment (“Work Program”). The Operator shall conduct all business and operations pursuant to the Work Program, and provisions herein set forth, shall have complete charge and control thereof and require the management, operation, approval of the Operations Committee prior to implementing any changes to the Work Program during the Option Period. The Operator shall be responsible for the conduct of all exploration and development thereof for work on the Joint Account Property during the Option Period. (b) In carrying out all exploration and development work on the Property as the Operator, the Optionee shall: (i) comply with all laws and regulations of all Governmental and Regulatory Authorities, including Environmental Standards, as well as the provisions of all agreements or instruments of title under which the Mineral Claims are held; (ii) keep the Mineral Claims free of all liens and Encumbrances (other than those, if any, in effect on the Effective Date or the creation of which is permitted by this Agreement) arising out of the Parties hereto. Freeportcarrying out of Mining Operations on the Property and, IMC in the event of any lien or Encumbrance being filed as mentioned, proceed with diligence to contest or discharge it, and Felmont are concurrently entering into a separate agreement effective in the event of any termination of this Agreement in accordance with its terms, the Optionee shall discharge and remove all Encumbrances on the Property other than those Permitted Encumbrances in existence as of the date Effective Date; (iii) perform assessment work or make payment in lieu thereof and timely pay the annual claim maintenance fees, rentals, taxes, or other payments and do all other things necessary to maintain the Mineral Claims in good standing, including the timely and proper payment of all ongoing claim maintenance fees due and owing to the U.S. Bureau of Land Management together with filing and recording all affidavits or other notices evidencing such payments as may be required by Governmental and Regulatory Authorities; (iv) maintain accounts in accordance with generally accepted accounting principles in the mining industry; (v) perform its duties and obligations in a sound and workmanlike manner, in accordance with sound mining and engineering practices, and in compliance with all applicable federal, state, county, territorial, and municipal laws, by-laws, ordinances, rules and regulations, and this Agreement Agreement; (vi) regulate and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for limit access to the Property, pursuant subject only to the terms right of designates of the Optionor to have access to the Property at all reasonable times at their own risk and conditions expense for the purpose of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation inspecting Mining Operations; (vii) employ and engage employees, agents, and independent contractors that it considers necessary or termination by Freeport advisable to carry out its duties and obligations and, in this connection, to delegate any of its duties as Operator hereunder. The Parties hereto recognize powers and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially rights to perform its duties hereunderand obligations under this Agreement. For the avoidance of doubt, it shall cease to be Operator hereunder effective as any delegation of the date a new Operator is elected. Change Optionee’s powers and rights under this Agreement will not relieve the Optionee of any of its obligations or liability under this Agreement; (viii) permit the Optionor, at its own expense, to access the Property and inspect, take abstracts from, or audit any or all of the partnership records and accounts related to the Property and any Mining Operations done thereon during normal business hours; (ix) obtain and maintain, or cause any contractor engaged in connection with this Agreement to obtain and maintain, adequate insurance (as determined by the Operator in its sole discretion, acting reasonably) during any period in which Mining Operations are carried out under this Agreement, listing the Optionor as co-insured or loss payee; (x) arrange for and maintain workers’ compensation or equivalent coverage for all eligible employees engaged by the Operator in accordance with local statutory requirements; (xi) transact, undertake, and perform all transactions, contracts, employments, purchases, operations, negotiations with third parties, and any other matters undertaken on behalf of the parties in the Operator’s name and solely at the Operator’s liability; and (xii) not commence any commercial production of Minerals or structure of other products on the Property unless and until Optionee exercises the Option. Notwithstanding the foregoing, Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; providedbe restricted from conducting sampling (including bulk sampling), however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in testing and exploration operations on the Property remaining after excluding during the interest term of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operatorthis Agreement. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operator.

Operator. 4.1 Freeport [Name of Participating Company that was prequalified in the bidding process] has been designated by the Participating Companies, with the approval of CNH, as the Operator under this Contract, and as such shall act as Operator perform the Contractor’s obligations under this Contract in the name and on behalf of each of the Property Participating Companies. Without prejudice to the foregoing, it is understood that all operational aspects of Petroleum Activities shall be carried out exclusively by the Operator on behalf of all the Participating Companies. The failure by the Operator to meet its obligations to the Participating Companies shall not relieve or release any of the Participating Companies from its joint and several liabilities as provided in this Contract. Each of the Participating Companies hereby appoints the Operator as its representative with authority as broad as necessary to represent such Participating Company before CNH for any matter related to this Contract. It is hereby understood that any matter agreed between CNH and the Operator shall also bind each of the Participating Companies. The Participating Companies may change the Operator, and the Operator may resign from its role as Operator, subject to the termsprior written consent of CNH, conditions, and provisions herein set forth, provided that any new Operator shall have complete charge and control thereof comply at a minimum with the prequalification criteria established for the Operator in the bidding process. If in the opinion of CNH the Operator has not performed its obligations in a manner consistent with Industry Best Practices and the managementApplicable Laws, operationby written notice to the Operator and the Participating Companies, exploration and development thereof for the Joint Account CNH may request a different operator which may be one of the Parties heretoParticipating Companies or another company in each case approved by CNH. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least Within sixty (60) days prior to the effective date Days following delivery of resignation. 4.3 In the event the total of such notice, the Participating Interests owned Companies shall propose a new operator for approval by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%CNH, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators which approval shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to not be Operator hereunder, a successor unreasonably withheld. The Operator shall be designated replaced no later than one hundred eighty (180) Days after approval by the vote of the Parties owning a majority in interest. If the removed Operator fails to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operatorCNH. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor Operator.

Operator. 4.1 Freeport shall (a) Each Owner hereby authorizes KCPL to act (and KCPL agrees to act) as Operator the exclusive operator to perform (in such capacity, the “Operator”), through KCPL’s own employees, agents, servants and contractors, all such functions (including, without limitation, the entry into contracts for the benefit of the Property Owners) as may be required for the actual design, permitting, development, procurement, construction, operation and subject maintenance of the Iatan Unit 2 Facility, the Common Facilities and the Iatan Station Site, subject, however, to the termsdirection and control of the Management Committee. The Operator shall at all times perform its duties in accordance with Good Utility Practice; provided, conditionshowever, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of notwithstanding any other provision in this Agreement and entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting contrary, the Operator shall not constitute a resignation be liable to any other Owner for any loss, cost, damage or termination expense incurred by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, such Owner as a result of FMOG being designated as Acting any action or failure to act by the Operator pursuant unless the Operator’s action or failure to such separate agreementact is determined to have been gross negligence or willful misconduct. Each Owner understands and agrees that the Operator shall have the sole discretion to manage its employees, costs agents, servants, and expenses otherwise paid hereunder contractors on a day-to-day basis to Freeport as accomplish needed work in the normal course of business. The Operator shall be paid responsible for the administration and enforcement of all contracts relating to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement the construction, ownership and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as operation of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereunderIatan Unit 2 Facility and Common Facilities; provided, however, that when requested by the Non-operators Operator, the other Owners shall reasonably assist the Operator with these responsibilities. Although the Operator shall not be entitled to a management fee under this Agreement, each Owner shall pay its proportionate share of the Operator’s total reasonable costs, including administrative overhead and taxes, incurred while performing its duties as Operator for Unit 2 in proportion to the Owners’ Ownership Share and for the Common Facilities in proportion to the Owners’ Common Facilities Ownership Shares as set forth in the Accounting Manual attached hereto as Exhibit J. (b) Upon written notice of such resignation at least sixty (60) days prior to the effective date Operator, the Owner with the next greatest Ownership Share which has the financial capability to act as Operator may, at its option, forthwith become, and assume the duties of, Operator hereunder in the stead of resignationthe existing Operator if at such time (i) the Management Committee has not elected a new Operator from among the Owners of Unit 2; (ii) either (A) the Operator shall have filed a petition commencing a voluntary bankruptcy case under Section 301 of Title 11 of the United States Code (the “Bankruptcy Code”) or shall have had filed against it a petition commencing an involuntary bankruptcy case under Section 303 of the Bankruptcy Code and such involuntary petition shall remain undismissed for a period of ninety (90) days, or KCPL’s or any other Owner’s Ownership Share shall have been seized and held by any governmental authority having jurisdiction (any of the foregoing, an “Insolvency or Seizure”) or (B) the Operator is in Default under Section 6.6 and such Default has not been cured within the applicable cure period; and (iii) such other Owner is not then the subject of an Insolvency or Seizure. KCPL shall automatically be redesignated and assume the full functions of Operator upon emerging from or otherwise curing the Insolvency or Seizure or Default that gave rise to KCPL’s removal as Operator. The Operator acting during any Insolvency or Seizure or Default of KCPL shall not have the right or power to replace the then current plant personnel with the acting Operator’s employees so long as KCPL’s plant personnel continue to work productively and in sufficient numbers to maintain Unit 2’s and the Common Facilities’ operations without material impairment; in such event Owners shall continue to pay to KCPL the Owners’ proportionate shares of the costs associated with such plant personnel as though KCPL were continuing to act as Operator. The acting Operator shall abide by, and shall not violate, any provision of any collective bargaining agreement KCPL has entered into with its employees; nor shall the acting Operator take any action that will materially impair the generation output or materially increase the cost of owning and/or operating any generation asset owned by KCPL. The acting Operator shall be responsible for the administration and enforcement of all existing contracts relating to the construction, ownership and operation of the Iatan Unit 2 Facility, the Common Facilities and the Iatan Station Site; provided, however, that when requested, the other Owners shall reasonably assist the acting Operator with these responsibilities, and KCPL will assist the acting Operator in any manner reasonably requested. 4.3 (c) Contracts covering design, engineering, procurement, construction and installation of all or any part of the Iatan Unit 2 Facility and/or the Common Facilities Upgrades and all other contracts relating to procurement, operation and maintenance, including contracts for the acquisition of materials, inventories, supplies, spare parts, equipment, fuel or services, shall be executed solely by the Operator. Each Owner shall be severally and not jointly liable for its Ownership Share and/or Common Facilities Ownership Share of all amounts payable under all such contracts, including taxes. In the event the total that any Owner advances a proportion of the Participating Interests owned by any such funds in excess of its Ownership Share and/or Common Facilities Ownership Share under any such contract, such Owner shall have a right of contribution from each Owner that has made payments that are proportionately less than its Ownership Share and/or Common Facilities Ownership Share. (d) The Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right authority and responsibility to remove execute and, where appropriate, will make coordinated filings with all regulatory agencies having jurisdiction, of all such applications, amendments, reports and other documents and filings as shall be required in or in connection with the licensing and other regulatory matters with respect to the Iatan Unit 2 Facility and the Common Facilities; provided, however, that each Owner shall be responsible for obtaining all required approvals and authorizations relating to its participation in the Iatan Unit 2 Facility and the Common Facilities and to its performance of this Agreement. (e) The Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement shall give prompt notice to each of the Non-operators. 4.4 Should any other Owners of all material claims instituted or threatened against the Operator or any successor Owner, or any litigation initiated by the Operator relating to the construction, ownership or operation of the Iatan Unit 2 Facility and/or the Common Facilities. If requested by any Owner, the other Owners agree to enter into a joint defense agreement with terms and conditions sufficient to preserve (to the extent permitted by applicable law) the attorney-client privilege and/or work product protections for shared information and cooperation in connection with any cause cease to such claim. The Owners shall cooperate in the defense or prosecution of any such claim. All decisions in connection with any legal actions shall be Operator hereundermade by the Management Committee. (f) In performing its responsibilities, a successor as set forth herein, the Operator shall (i) carry out the provisions of this Agreement in accordance with Good Utility Practice and may not enter into transactions with its affiliates unless the terms of such agreements are at least as favorable to the Owners as those that would be designated negotiated between unrelated third parties in a similar agreement, and (ii) use its Commercially Reasonable Efforts to secure, administer and enforce contracts for the construction of the Iatan Unit 2 Facility and Common Facilities Upgrades in a manner to achieve Commercial Operation in accordance with a completion schedule and budget established by, and as amended from time to time by, the Management Committee, and (iii) provide the Owners with their proportionate benefits, or the monetary equivalent thereof, received by the vote of Operator that arise from or are associated with costs paid by the Parties owning a majority in interestOwners hereunder. If the removed Operator fails to vote or votes only to succeed itself, the successor The Operator shall be selected by also consult with the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated as Operator to succeed the Operator herein named or any successor Operator shall thereupon succeed to all the duties, powers, obligations, rights and authority given to the Operator herein named Owners with respect to all operations any anticipated material delays in the completion schedule or increases in the construction budget. In no event shall any failure by the Operator to follow Good Utility Practice give any Owner cause for a private cause of every kind thereafter conducted on action, unless such failure constitutes gross negligence or willful misconduct. (g) Operator shall, except as otherwise provided in respect Article XVII, furnish to any Owner such information and copies of such documents and records as such Owner may reasonably request from time to time concerning any aspect of the Propertyconstruction, ownership and operation of the Iatan Unit 2 Facility and the Common Facilities to the extent they impact Unit 2. All Equipment acquired Should the Operator deem that the request for information is unreasonable, the Operator shall provide access to such information and the requesting Owner shall be allowed to bring in such copying equipment as necessary to make such copies as the Owner desires. Said Owner shall be solely responsible for the account costs associated with such reproduction effort, including the Operator’s personnel assigned to ensure that the originals are not damaged, lost or misfiled throughout this process. (h) After the In-Service Operation Date, the Operator shall provide monthly reports to the Owners on fuel supply, operation and maintenance, environmental status or issues, monthly or quarterly Continuous Emission Monitoring System data and allowance consumption data. (i) The Operator will act and operate ▇▇▇▇ ▇ in accordance with the Certificates of the Parties Public Convenience and devoted to operations hereunder shall be surrendered promptly to any appointed successor OperatorNecessity.

Operator. 4.1 Freeport shall act (a) DGOC or its Affiliate designee (as Operator applicable, the “DGOC Operator”) will be appointed “operator” of the Property and subject to the termsall JV Interests for which a Third Party is not already designated as operator (in such capacity, conditions, and provisions herein set forth, shall have complete charge and control thereof and the management, operation, exploration and development thereof for the Joint Account of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into a separate agreement effective as of the date of this Agreement and entitled "Agreement Designating Acting “Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"”), a Delaware corporation hereunder and an affiliate of Freeport is designated as the "Acting Operator" for the Property, pursuant to the terms and conditions of said agreement. Such designation of FMOG as Acting Operator shall not constitute a resignation or termination by Freeport of its duties as Operator hereunder. The Parties hereto recognize and agree that, as a result of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest in this Agreement, shall make payments to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as of the date a new Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal of Operator. 4.2 Operator or any successor Operator may resign its duties as Operator hereundereach DGOC/Oaktree JOA; provided, howeverthat (i) the DGOC Operator may Transfer operatorship of any JV Interests to an Affiliate of DGOC (in which case DGOC shall deliver notice thereof to Oaktree prior to effecting such Transfer), (ii) if DGOC does Transfer operatorship of any JV Interests to an Affiliate of DGOC, such Affiliate will assume the obligations of DGOC under this Agreement or any Associated Agreement to the extent related to DGOC’s status as operator of such JV Interests; provided, that the Non-operators shall written notice of (A) no such resignation at least sixty (60) days prior to the effective date of resignation. 4.3 In the event the total of the Participating Interests owned by Operator and/or any Affiliate or Affiliates of Operator should at any time fall below a percentage equal to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such time, the Non-operators shall have the right to remove the Operator without cause upon 30 days written notice, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease to be Operator hereunder, a successor Operator Transfer shall be designated by the vote of the Parties owning a majority effective until such Affiliate agrees in interest. If the removed Operator fails writing to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereofconditions of this Agreement and any applicable Associated Agreement to the extent applicable to DGOC’s status as operator of such JV Interests; and (B) unless Oaktree is satisfied (as determined in its reasonable discretion) with the creditworthiness of the transferee Affiliate of DGOC, no such Transfer will relieve DGOC of any of its or its Affiliates’ obligations under this Agreement or any Associated Agreement in respect of DGOC’s status as operator of the relevant JV Interests, and DGOC will remain primarily liable for all such obligations, whether incurred before or after such Transfer, (iii) except as otherwise expressly permitted under sub-clause (i) or (iv) of this Section 5.1(a) (or with Oaktree’s prior written consent (which may be withheld in its sole discretion)), no DGOC Operator shall resign as Operator of any of the JV Interests under this Agreement or any applicable JOA or otherwise hire a Third Party as a Non-operatorcontract operator of any of the JV Interests and (iv) the DGOC Operator may Transfer operatorship of any particular JV Interest to a Third Party in connection with a permitted Transfer by DGOC (or the applicable member of the DGOC Group) to such Third Party of all (or substantially all) of its right, title, interest and estate in and to such particular JV Interest pursuant to Article 9. Oaktree shall vote for and otherwise support the nomination and selection of the applicable DGOC Operator or its permitted transferee as Operator or, if requested in writing by DGOC, any permitted transferee of a member of the DGOC Group, under any JOA or pooling order, unless Oaktree then has the right to remove (or has removed) the DGOC Operator as Operator as to a specific JV Well or J▇ ▇▇▇▇▇ in accordance with Section 5.1(b). Notwithstanding anything to the contrary in this Agreement or otherwise, DGOC shall (and shall cause any other applicable DGOC Operator to) use commercially reasonably efforts to not enter into or otherwise become a party to or subject to any pooling order that (x) would reasonably be expected to frustrate or restrict Oaktree’s right to remove any applicable DGOC Operator as Operator as to any specific JV Well or J▇ ▇▇▇▇▇ in accordance with Section 5.1(b) or (y) is otherwise inconsistent with the terms of this Agreement. 4.5 (b) Any Party hereto designated applicable DGOC Operator may be removed as Operator of a JV Well on a Well- by-Well basis for Good Cause relating to succeed such JV Well if (i) Oaktree delivers notice to DGOC of such alleged breach (which notice shall identify the J▇ ▇▇▇▇▇ to which such breach applies) and (ii) the applicable DGOC Operator herein named or any successor Operator shall thereupon succeed fails to all the dutiescure such breach within 30 days from receipt of Oaktree’s notice; provided, powers, obligations, rights and authority given to the Operator herein named that with respect to all operations any JV Well drilled pursuant to forced-pooling or unitization Laws, (x) any such removal of every kind thereafter any DGOC Operator acting as Operator with respect to any such JV Well shall be in compliance with such applicable Laws and (y) DGOC (and such DGOC Operator) shall cooperate in good faith with Oaktree to ensure that such removal is conducted on in compliance with such applicable Laws. Following its removal as Operator hereunder with respect to any JV Well, the applicable DGOC Operator shall, for a period of up to six (6) months following removal, continue acting as Operator of such JV Well in accordance with, and subject to the applicable terms set forth in Section 5.1(c) and in Article V.B. of the applicable DGOC/Oaktree JOA (and shall cooperate in good faith in connection with any transition of operatorship), subject to Oaktree agreeing to continue to pay DGOC the applicable C▇▇▇▇ overhead rates set forth in the applicable JOA with respect thereto. (c) If any DGOC Operator is removed as Operator for any JV Well pursuant to Section 5.1(b), Oaktree shall have the right to designate a replacement Operator for such JV Well pursuant to the terms of the DGOC/Oaktree JOA; provided, that (i) such replacement Operator must be a Qualified Operator and (ii) with respect to any JV Well drilled pursuant to forced-pooling or unitization Laws, the designated of the replacement Operator shall be done in compliance with such applicable Laws. (d) Subject to the terms of Section 5.1(e), the DGOC Operator may in its sole discretion enter into contracts for services or other agreements in connection with any Operations conducted by or at the direction of DGOC pursuant to, and in accordance with, this Agreement (including, for purposes of clarity, the applicable Operating Budget, or in case of an Emergency and for Excluded Budget Items) or any applicable JOA, which such agreements shall be on customary and competitive terms and conditions. (e) In its capacity as Operator, the DGOC Operator may contract with its Affiliates to provide services, materials, sales or purchases in connection with Operations (in accordance with, and subject to, the applicable Operating Budget, and in the event of an Emergency or with respect to Excluded Budget Items); provided, that (i) no such contract or agreement shall restrict disclosure thereof to Oaktree, (ii) DGOC agrees to provide Oaktree with notice as soon as reasonably practicable following entering into any such Affiliate contract or agreement (or materially amending, modifying and/or supplementing any such contract or agreement), which notice shall include a true and complete copy of any such contract or agreement (including, for purposes of clarity, any material amendment, modification or supplementation of any such agreement or contract) and (iii) all services performed, materials supplied and transactions by or with any such Affiliates shall be performed or supplied pursuant to written agreements and in accordance with customs and standards prevailing in the industry and at competitive rates (no less favorable than the customary, prevailing commercial rates charged at that time for comparable services by non-Affiliates of DGOC in the same geographic region as the applicable JV Interests) and terms when each such pertinent agreement was made, it being acknowledged and agreed that the restrictions set forth in this clause (iii) shall apply regardless of whether Oaktree provides (or otherwise has the right to provide) prior written consent to the applicable Affiliate contract. Except in connection with an Emergency or Excluded Budget Items, the DGOC Operator shall not enter into any contract or group of substantially related contracts with any Affiliates pursuant to this Section 5.1(e) that could reasonably require expenditures by Oaktree that are not otherwise contemplated by the applicable Operating Budget without the prior written consent of Oaktree, which consent may be granted or withheld in Oaktree’s sole discretion. (f) The DGOC Operator shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to conduct Operations (including entering into contracts for services or other agreements in connection with Operations) in such a manner so as to as to permit and facilitate an Asset Separation with respect to any applicable JV Interests, including, without limitation, receiving consents from applicable Third Parties to transfers of JV Interests and assignments of contracts, permits and other related assets, agreements and instrument from DGOC and other members of the Property. All Equipment acquired for DGOC Group, on the account one hand, to Oaktree and other members of the Parties Oaktree Group, on the other hand, and devoted vice versa, including permitting Oaktree (or its applicable Affiliate) to operations hereunder succeed DGOC (or the applicable DGOC Operator) as Operator of any applicable Acquisition Assets under any applicable JOA. (g) For purposes of this Agreement, “Good Cause” shall be surrendered promptly deemed to exist with respect to an Operator with respect to a given JV Well only if such Operator (i) has, with respect to such JV Well, engaged in gross negligence or willful misconduct in the performance of its obligations under any appointed successor Operatorapplicable GC Provision(s) or the JOA applicable to such JV Well in its capacity as Operator with respect to such JV Well or (ii) has, with respect to such JV Well, (A) materially breached or failed to satisfy the applicable standards of operation set forth in any applicable GC Provision(s) or Article V.A. (or the equivalent provision) of the applicable JOA or (B) materially breached or failed to perform any of its material obligations under any applicable GC Provision(s) or the applicable JOA, that, in either case of sub-clause (A) or (B) above, has had, or would be reasonably likely to have a material and adverse effect on Oaktree, such JV Well or any of the JV Interests that are subject to this Agreement or the applicable JOA.

Operator. 4.1 Freeport 5.1 MRT shall act as Operator of the Property and so long as it continues to hold an Interest subject to the termsprovisions of sections and hereof. 5.2 The party acting as Operator may resign as Operator on at least 90 days’ notice to all the parties. 5.3 The Management Committee may, conditionsby Special Majority (with the representative of the Operator not being entitled to vote on such resolution), and provisions herein set forthremove the party acting as Operator, shall have complete charge and control thereof and effective the management, operation, exploration and development thereof date designated by the Management Committee if; (a) that party makes an assignment for the Joint Account benefit of its creditors, or consents to the appointment of a receiver for all or substantially all of its property, or files a petition in bankruptcy or is adjudicated bankrupt or insolvent; or (b) a court order is entered without that party’s consent: (i) appointing a receiver or trustee for all or substantially all of its property; or (ii) approving a petition in bankruptcy or for a reorganization pursuant to the applicable bankruptcy legislation or for any other judicial modification or alteration of the Parties hereto. Freeport, IMC and Felmont are concurrently entering into rights of creditors; or (c) the Operator is in default of a separate agreement effective as of the date material provision of this Agreement and fails to cure such default, or to commence bona fide curative measures, within 30 days of receiving notice of the default from a non-operator. 5.4 If a party resigns or is removed as Operator, the Management Committee (the representative of the former Operator not being entitled "Agreement Designating Acting Operator" whereby Freeport-McMoRan Oil & Gas Company ("FMOG"), a Delaware corporation and an affiliate of Freeport is designated as to vote on the "Acting Operator" for resolution) shall thereupon select another party to become the Property, pursuant to Operator effective the terms and conditions of said agreement. Such designation of FMOG as Acting date established by the Management Committee. 5.5 The new Operator shall not constitute a resignation or termination by Freeport assume all of its duties as Operator hereunder. The Parties hereto recognize the rights, duties, liabilities, and agree that, as a result status of FMOG being designated as Acting Operator pursuant to such separate agreement, costs and expenses otherwise paid hereunder to Freeport as Operator shall be paid to FMOG as the previous Operator as long as FMOG is Acting Operator under such separate agreement and that Freeport, as an owner of interest provided in this Agreement, . The new Operator shall make payments have no obligation to FMOG for its proportionate share of such costs and expenses, including the overhead charges provided for in the Exhibit "B" attached hereto and made a part hereof for all purposes. Should Operator or hire any successor Operator hereunder (1) dissolve, liquidate or terminate its corporate existence or partnership structure, (2) become insolvent, bankrupt, or subject to receivership, (3) no longer own an interest in the Property or (4) fail materially to perform its duties hereunder, it shall cease to be Operator hereunder effective as employees of the date a new former Operator is elected. Change of the partnership name or structure of Operator or transfer of Operator's interest to any subsidiary, parent, affiliate, successor corporation or surviving corporation or partnership in consolidation or merger, shall not automatically cause the removal resulting from this change of Operator. 4.2 5.6 Upon ceasing to be Operator, the former Operator or any successor Operator may resign its duties as Operator hereunder; provided, however, that the Non-operators shall written notice of such resignation at least sixty (60) days prior forthwith deliver to the effective date new Operator custody of resignationall Assets, Property, books, records, and other property both real and personal which it prepared or maintained in its capacity as Operator. 4.3 In 5.7 If the event the total of the Participating Interests owned by Operator and/or any Affiliate resigns or Affiliates of Operator should at any time fall below a percentage equal is removed and no other party consents to 50%, less the lowest percentage Participating Interest owned by a Non-operator at such timeact as Operator, the Non-operators Joint Operation shall have be terminated and the right to remove party which was the Operator without cause upon 30 days written noticemay, provided such removal is by the unanimous agreement of the Non-operators. 4.4 Should any Operator or any successor Operator for any cause cease if it consents to be Operator hereunderact, a successor Operator shall be designated by the vote of the Parties owning a majority in interest. If the removed Operator fails continue to vote or votes only to succeed itself, the successor Operator shall be selected by the affirmative vote of Non-operators having a majority of the interest in the Property remaining after excluding the interest of the removed Operator. Should Operator or any successor Operator hereunder cease to be Operator for any cause, its rights, titles and interests in the Property shall be unaffected by such cessation, but it shall thereupon become one of the Non-operators hereunder and shall henceforth be bound by the terms and provisions hereof, as a Non-operator. 4.5 Any Party hereto designated act as Operator to succeed effect the Operator herein named or any successor Operator termination and the other parties shall thereupon succeed be obligated to all the duties, powers, obligations, rights and authority given to the Operator herein named with respect to all operations of every kind thereafter conducted on or in respect fund their respective Proportionate Shares of the Property. All Equipment acquired for the account of the Parties and devoted to operations hereunder shall be surrendered promptly to any appointed successor OperatorCosts incurred.