Common use of Operating Period Clause in Contracts

Operating Period. 1. Upon completion of the construction of the Mine and related facilities provided for in Article 9 with respect to any Mining Area , the Company shall commence operation of such Mining Area for which such facilities have been constructed. 2. The Company shall conduct Mining operations and any activity of the Enterprise with respect to a Mining Area, for the duration of the Operating Period of such Mining Area. The Operating Period for such Mining Area shall be deemed to commence on the first day of the calendar month following the first calendar month during which the average daily throughput is at least seventy percent (70%) of the design capacity of the facilities constructed for the purpose of Mining the deposit or deposits in such Mining Area, but not later than the date falling six (6) months after the date of completion of such facilities. The Operating Period for each Mining Area shall continue for 30 (thirty) years beginning at the commencement of the Operating Period for the first Mining operation, or such longer period as the Department, on the written application of the Company, may approve. The commencement of the Operating Period shall not occur more than eight (8) years (or such longer period as may result from extensions granted by the Department for the completion of succeeding stages under this Agreement) from the commencement of the General Survey Period allowed for the whole Contract Area. 3. The Company shall process ore to produce a marketable concentrate. The Company will work towards and assist the Government in achieving the policy of the establishment of downstream metals processing facilities in Indonesia in relation to smelting, refining and/or associated processing if, according to recognized economic, technical and scientific standards, the Minerals to be mined by the Company are of sufficient tonnages and are Minerals amenable to smelting, refining or associated processing, and provided it is economically and practically feasible to do so. If and when any such processing facilities (other than a copper processing facility) are constructed, the Parties agree to discuss thereafter and consider, in good faith, the feasibility of subsequent additional processing facilities which may be in the form of increases in the capacity of the existing facilities or the establishment of facilities previously not in existence. In the event that there is no copper smelter operating or under construction in Indonesia on or before the fifth anniversary of the date that the first Mining Area under this Agreement has entered the Operating Period, then the Company shall prepare or cause to be prepared a feasibility study with respect to a possible copper smelter in Indonesia. The feasibility study so prepared shall be subject to the Government's review and to a mutual determination by the Government and the Company as to the economic viability of such a smelter. Such smelter would be located at such place within Indonesia as would be most advantageous to its economic viability. Should such a smelter be built by the Company or a wholly-owned Subsidiary, it would constitute a part of the Enterprise hereunder. 4. The Company shall submit to the Department copies of studies relating to the feasibility of establishing those facilities (as described in paragraph 3 of this Article) in Indonesia prepared by the Company in consultation with an agency acceptable to the Government. 5. The Company acknowledges the Government's policy to encourage the domestic processing of all of its natural resources into final products where feasible. The Company further acknowledges the Government's desire that a copper smelter and refinery be established in Indonesia and agrees that it will make available copper concentrates derived from the Contract Area for such smelter and refinery so established in Indonesia as provided below. During any period during which Processing and refining facilities have not been established in Indonesia by or on behalf of the Company, or any wholly-owned Subsidiary, but have been established in Indonesia by any other Person, the Company shall, if it is then producing Products from the Contract Area and if it is requested to do so by the Department, sell such Products to such other Person at prices and terms no less favorable to such Person than those that could be obtained by the Company from other purchasers of the same quantity and quality and at the same time and the same or equivalent places and times of delivery, provided that the respective contractual terms and conditions given by the Company to such other Person shall be no less favorable to the Company. With respect to the first copper smelter established in Indonesia by anyone other than the Company or a wholly- owned Subsidiary of the Company, the quantity of copper concentrates derived from the Contract Area which the Company shall make available on the terms set out above shall be a portion (such portion to be determined by prorating the quantity of copper concentrates produced by the Company to the total quantity of copper concentrates produced in Indonesia) of the quantity of copper concentrates necessary to satisfy the domestic demand in Indonesia for refined copper and to permit economic scale of such project assuming that such project is otherwise feasible, and further subject to the limitation that the quantity required shall not be so great as to jeopardize the sound financial, operating or marketing requirements of the Company. In making sales to a copper smelter or refining facility in Indonesia, the Company will not be treated more adversely, from the standpoint of Governmental laws and regulations, than if it had sold such Mined Products as export goods. The obligation of the Company to sell its Products to another Person pursuant to this paragraph 5 is subject to any financing agreements, sales contracts or any smelting and refining contracts entered into by the Company prior to the establishment of such facilities by such other Person or any financing agreements entered into pursuant to paragraph 2 of Article 30. In the event that during the five year period following the fifth anniversary of the date that the first Mining Area in the Contract Area has entered the Operating Period, a copper smelter and refinery facility to be located in Indonesia has not been established or is not in the process of being constructed by any Person, then, subject to the mutual determination by the Government and the Company as to the economic viability of such smelter and refinery, the Company shall undertake or cause to be undertaken the establishment of a copper smelter and refinery in Indonesia to comply with the policy of the Government. 6. The Company is, subject to the rights of third parties, hereby granted all necessary licenses and permits to construct and operate the facilities contemplated by this Agreement in accordance with laws and regulations and such reasonable safety regulations relating to design, construction and operation as may from time to time be in force and of general applicability in Indonesia. 7. The Company shall submit to the Department the following Reports as to operations within each Mining Area : (i) a biweekly statistical report beginning with the first two weeks following the commencement of the Operating Period, which shall set forth the amount of material Mined, Processed and exported; (ii) a monthly report beginning with the first month following the commencement of the Operating Period, which shall set forth the number and describe the location of the active operations during the preceding month and a brief description of the work in progress at the end of the month and of the work contemplated during the following month. (iii) a quarterly report beginning with the first quarter following the commencement of the Operating Period with respect to each Mining Area concerning the progress of its operations in such Mining Area, which report shall describe in reasonable detail the Mining activities carried on in such Mining Area, including the number of workmen employed in such Mining Area as of the end of the quarter in question and a description of the work in progress at the end of the quarter in question and of work contemplated during the following quarter; and (iv) an annual report beginning with the first complete year following the commencement of the Operating Period with respect to each Mining Area which shall include: (a) a description in reasonable detail of the Mining activities carried on in such Mining Area; (b) the total volume of ores, kind-by-kind, broken down into volumes Mined, volumes transported from the Mines and their corresponding destination, volumes stockpiled at the Mines or elsewhere in Indonesia, volumes sold or committed for export (whether actually shipped from Indonesia or not), volumes actually shipped from Indonesia (with full details as to purchaser, destination and terms of sale); and (c) work accomplished and work in progress at the end of the year in question with respect to all of the installations and facilities related to such Mining Area, together with a full description of all work programmed for the ensuing year with respect to such installations and facilities, including a detailed report of all investment actually made or committed during the year in question and all investment committed for the ensuing year or years. (v) the Company shall also furnish the Department all other information related to the Company's activities under this Agreement of whatever kind and which is or could, by the exercise of reasonable efforts by the Company, have been within the control of the Company which the Department may request in order that the Department may be fully appraised of the Company's activities. Biweekly reports shall be submitted in eightfold within two weeks after the end of the two week period in question. Monthly and quarterly reports shall be submitted in eightfold within thirty (30) days of the end of the month or quarter in question. Annual reports shall be submitted in eightfold within ninety (90) days of the end of the year in question. 8. The Company shall be in full and effective control and management of all matters relating to the operation of the Enterprise including the production and marketing of its Products. The Company may make expansions, modifications, improvements and replacements of the Enterprise's facilities, and may add additional new facilities, as the Company shall consider necessary for the operation of the Enterprise or for the provision of services or activities ancillary or incidental to the Enterprise. All such expansions, modifications, improvements, replacements and new additional facilities shall be considered part of the project facilities. 9. The Company accepts the rights and obligations to conduct operations and activities in accordance with the terms of this Agreement. The Company shall conduct all such operations and activities in a good technical manner in accordance with such good and acceptable international Mining engineering standards and practices as are economically and technically feasible, and in accordance with the modern and accepted scientific and technical principles. In accordance with such standards, the Company undertakes to use its best efforts to optimize the Mining recovery of ore from proven reserves and metallurgical recovery of Minerals from the ore to the extent it is economically and technically feasible to do so, using appropriate modern and effective techniques, materials and methods designed to achieve minimum wastage and maximum safety as provided in the applicable laws and regulations of Indonesia from time to time in effect. The Company shall use its best efforts to conduct all operations and activities under this Agreement so as to minimize loss of natural resources, and to protect natural resources against unnecessary damage. 10. The Government will authorize the Company to freely select the vessels and other transportation facilities to be used in connection with imports and exports of articles under this Agreement. In addition, the Company shall have the right at all times to purchase from vendors of its choice all equipment, materials and supplies necessary for the operations of the Company hereunder, and to enter into arrangements to make use of any facilities belonging to other Persons(whether or not Affiliates of the Company) upon such terms and subject to such conditions, including terms of payment, as to ownership and otherwise, as it deems appropriate; provided that the Department shall have the right to object to specific vendors or specific arrangements on the basis of national security or foreign policy concerns of the Government. In any case where the Government is the sole economic source of supply for any article or commodity necessary for the Enterprise, adequate supplies of such article or commodity shall be made available for sale to the Company at prices not greater than the fair market value thereof.

Operating Period. 1. Upon completion of the construction of the Mine and related facilities provided for in the Article 9 with respect to any Mining Area 9, the Company shall commence operation of such the Mining Area or part thereof for which such facilities have been constructed. 2. The Company shall conduct Mining mining operations and any activity of the Enterprise with respect to a Mining Area, for the duration of the Operating Period of such Mining Area. The Operating Period for such each Mining Area shall be deemed to commence on the first day of the calendar month following the first calendar month during which the average daily throughput is at least seventy percent (70%) of the design capacity of the facilities constructed for the purpose of Mining and Processing the deposit or deposits in such Mining Area, but not later than the date falling six (6) months after the date of completion of such facilities. The Operating Period for each Mining Area shall continue for 30 (thirty) years beginning begining at the commencement of the Operating Period for the first Mining mining operation, or such longer period as the DepartmentMinistry, on the written application of the Company, may approve. The commencement of the Operating Period shall not occur more than eight (8) years (or such longer period as may result from extensions granted by the Department Ministry for the completion of succeeding stages under this Agreement) from the commencement of the General Survey Period allowed for the whole Contract Area. 3. The Company shall process ore to produce a marketable concentrate. The Company will work towards and assist the Government in achieving the policy of the establishment of downstream metals processing facilities in Indonesia in relation to smelting, refining and/or associated processing if, metals manufacturing and fabricating if according to recognized recognised economic, technical and scientific standards, standards the Minerals to be mined by the Company are of sufficient tonnages and are Minerals amenable to smelting, refining or associated processing, metal manufacturing and provided it is economically and practically feasible to do so. If and when any of such processing facilities (other than a copper processing facility) are constructed, the Parties agree to discuss thereafter and consider, in good faith, the feasibility of subsequent additional processing facilities which may be in the form of increases in the capacity of the then existing facilities or the establishment of facilities previously not in existence. In the event that there is no copper smelter operating or under construction in Indonesia on or before the fifth anniversary of the date that the first Mining Area under this Agreement has entered the Operating Period, then the Company shall prepare or cause to be prepared a feasibility study with respect to a possible copper smelter in Indonesia. The feasibility study so prepared shall be subject to the Government's review and to a mutual determination by the Government and the Company as to the economic viability of such a smelter. Such smelter would be located at such place within Indonesia as would be most advantageous to its economic viability. Should such a smelter be built by the Company or a wholly-owned Subsidiary, it would constitute a part of the Enterprise hereunder. 4. The Company shall submit to the Department Ministry copies of studies relating to the feasibility of establishing those facilities (as described in paragraph 3 of this Article) in Indonesia prepared by the Company in consultation with an agency acceptable to the Government. 5. The Company acknowledges (i) In the Government's policy to encourage the domestic processing of all of its natural resources into final products where feasible. The Company further acknowledges the Government's desire event that a copper smelter and refinery be established in Indonesia and agrees that it will make available copper concentrates derived from the Contract Area for such smelter and refinery so established in Indonesia as provided below. During any period during which Processing and smelting, refining or manufacturing facilities have not been are established in Indonesia by or on behalf an entity other than the Company for the further processing of the Companygold, or any wholly-owned Subsidiary, but have been established in Indonesia by any other Personsilver and platinum, the Company shall, if it is then producing Products from shall make its products available to that entity for further processing on conditions not less favourable than the Contract Area and if it is requested to do so by the Department, sell such Products to such other Person at prices and terms no less favorable to such Person than those conditions that could can be obtained by the Company from other purchasers further processors for the processing of the same quantity and quality and at the same time and at the same place of delivery and provided the processed product bears a xxxx recognised in the case of gold by the London Gold Market, in the case of silver by the London Silver Market and in the case of platinum by the London Metal Exchange and such product shall be in the form of good delivery bars acceptable in international precious metal markets. This obligation of the Company is subject to any smelting, refining or equivalent places and times manufacturing contracts entered into by the Company prior to the establishment of deliverysuch facilities. (ii) In the event that smelting, refining or manufacturing facilities are not established by the Company but are established by any party other than the Company in Indonesia, such party shall be permitted to purchase the product at the most favourable f.o.b. price given by the Company to any other purchaser, provided that the respective contractual terms and conditions given by the Company to such that other Person purchaser shall be no less favorable to the Company. With respect to the first copper smelter established in Indonesia by anyone other than the Company or a wholly- owned Subsidiary of the Companyalso apply, the quantity of copper concentrates derived from the Contract Area which the Company shall make available on the terms set out above shall be a portion (such portion to be determined by prorating the quantity of copper concentrates produced by the Company to the total quantity of copper concentrates produced in Indonesia) of the quantity of copper concentrates necessary to satisfy the domestic demand in Indonesia for refined copper and to permit economic scale of such project assuming that such project is otherwise feasible, and further subject to the limitation that rights and obligations of the quantity required Company as spelled out in Article 11. At any time if the Company wishes to establish its own smelting, refining or manufacturing facilities in Indonesia it can do so subject to approval of the Government which shall not be so great as to jeopardize the sound financial, operating or marketing requirements of the Companyunreasonably withheld. In making sales to a copper smelter or refining facility in Indonesia, the Company will not be treated more adversely, from the standpoint of Governmental laws and regulations, than if it had sold such Mined Products as export goods. The This obligation of the Company to sell its Products to another Person pursuant to this paragraph 5 is subject to any financing agreementssmelting, sales contracts refining or any smelting and refining manufacturing contracts entered into by the Company prior to the establishment of such facilities by such other Person or any financing agreements entered into pursuant to paragraph 2 of Article 30. In the event that during the five year period following the fifth anniversary of the date that the first Mining Area in the Contract Area has entered the Operating Period, a copper smelter and refinery facility to be located in Indonesia has not been established or is not in the process of being constructed by any Person, then, subject to the mutual determination by the Government and the Company as to the economic viability of such smelter and refinery, the Company shall undertake or cause to be undertaken the establishment of a copper smelter and refinery in Indonesia to comply with the policy of the Governmentfacilities. 6. The Project facilities shall include the mine’s processing facilities, and any port facilities, aircraft landing facilities and transportation, communication, water supply and other necessarily related facilities, for which the Company is, subject to the rights of third parties, hereby granted all necessary licenses licences and permits to construct and operate the facilities contemplated by this Agreement in accordance with laws and regulations and such reasonable safety regulations relating to design, construction and operation as may from time to time be in force and of general applicability in Indonesia. 7. The Company shall submit to the Department Ministry the following Reports as to operations within each Mining Area Exploitation Reports: (i) a biweekly monthly statistical report beginning with the first two weeks following the commencement of the Operating Period, which shall set forth the amount of material Mined, Processed and exported; (ii) a monthly report beginning with the first month following the commencement of the Operating Period, Period which shall set forth the number and describe the location of the active operations workings on which work was begun during the preceding month; the number of workmen employed thereon at the end of the month; a list of the equipment at each working at the end of the month and a brief description of the work in progress at the end of the month and of the work contemplated during the following month. (iiiii) a quarterly report beginning with the first quarter following the commencement of the Operating Period with respect to each Mining Area concerning the progress of its operations in such Mining the Contract Area, which . This report shall describe specify in reasonable detail full: (a) those workings in which ore is considered to have been found, regardless of whether the Mining activities carried on deposits are deemed to be commercial or not (together with all data relative to the estimated volumes of the reserves, the kind or kinds of such ore encountered and the analyses thereof); the number and description of workings which have been placed in commercial production and full particulars concerning the disposition of such Mining Area, including production; the number of workmen employed in on each such Mining Area working as of the end of the quarter in question and a description of the work in progress at the end of the quarter in question and of the work contemplated during the following ensuing quarter; and. (ivb) the work accomplished during the quarter in question with respect to all installations and facilities directly or indirectly related to its exploitation program, together with the work contemplated for the ensuing quarter with respect to the same installations and facilities and indicating both actual and estimated investment in such installations and facilities made, committed or to be committed with respect to such installations and facilities. (iii) an annual report beginning with the first complete year following the commencement of the Operating Period with respect to each Mining Area which shall include: (a) a the number and description in reasonable detail of the Mining workings which were in progress at the end of the year preceding the year in question (with a showing as to which are in commercial production); the number and description of workings abandoned during the year; the production of each of the workings, regardless of whether in commercial production or not, with a full description of the kind and quality and analyses of ore produced from each working, the number of workings on which activities carried on in such Mining Area;are continuing at year end, but which have not gone into commercial production. (b) the total volume of ores, kind-by-kind, broken down into between volumes Minedmined, volumes transported from the Mines mines and their corresponding destination, volumes stockpiled at the Mines mines or elsewhere in Indonesia, volumes sold or committed for export (whether actually shipped from Indonesia or not), volumes actually shipped from Indonesia (with full details as to purchaser, destination and terms of sale), and if known to the Company after diligent enquiry volumes refined, processed and/or manufactured within Indonesia with full specifications as to the intermediate products, by-products, or final products, outturned within Indonesia (with full showing as to the disposition of such intermediate products, by-products or final products and of the terms on which they were disposed); and (c) work accomplished and work in progress at the end of the year in question with respect to all of the installations and facilities related to such Mining Areathe exploitation program, together with a full description of all work programmed for the ensuing year with respect to such installations and facilities, facilities including a detailed report of all investment actually made or committed during the year in question and all investment committed for the ensuing year or years. (viv) the Company shall also furnish the Department Government all other information related to the Company's ’s activities under this Agreement of whatever kind and which is is, or could, could by the exercise of reasonable efforts by the CompanyCompany have been, have been within the control of the Company which the Department Government may request in order that the Department Government may be fully appraised of the Company's ’s activities. Biweekly reports shall be submitted in eightfold within two weeks after the end of the two week period in question. Monthly and quarterly reports shall be submitted in eightfold within thirty (30) days of the end of the month or quarter in question, as the case may be. Annual reports shall be submitted in eightfold within ninety (90) days of the end of the year in question. 8. The Company shall be in have full and effective control and management of all matters relating to the operation of the Enterprise including the production and marketing of its Productsproducts in accordance with sound, long term policies. The Company may make expansions, modifications, improvements and replacements of the Enterprise's ’s facilities, and may add additional new facilities, as the Company shall consider necessary for the operation of the Enterprise or for the provision of to provide services or to carry on activities ancillary or incidental to the Enterprise. All such expansions, modifications, improvements, replacements and new additional facilities additions shall be considered part of the project facilities. 9. The Company accepts the rights and obligations to conduct operations and activities in accordance with the terms of this Agreement. The Company shall conduct all such operations and activities in a good technical manner in accordance with such good and acceptable international Mining engineering standards and practices as are economically and technically feasible, and in accordance with the modern and accepted scientific and technical principles. In accordance with such standards, the Company undertakes to use its best efforts to optimize the Mining recovery of ore from proven reserves and metallurgical recovery of Minerals from the ore to the extent it is economically and technically feasible to do so, using appropriate modern and effective techniques, materials and methods designed to achieve minimum wastage and maximum safety as provided in the applicable laws and regulations of Indonesia from time to time in effect. The Company shall use its best efforts to conduct all operations and activities under this Agreement so as to minimize loss of natural resources, and to protect natural resources against unnecessary damage. 10. The Government will authorize cooperate with the Company to freely the end that the Company may in compliance with the existing rules and regulations select the vessels and other transportation facilities to be used in connection with imports and exports of articles under this Agreement. In addition, the Company shall have the right at all times to purchase from vendors of its choice all equipment, materials and supplies necessary for the operations of the Company hereunder, and to enter into arrangements to make use of any facilities belonging to other Persons(whether or not Affiliates of the Company) upon such terms and subject to such conditions, including terms of payment, as to ownership and otherwise, as it deems appropriate; provided that the Department shall have the right to object to specific vendors or specific arrangements on the basis of national security or foreign policy concerns of the Government. In any case where the Government is the sole economic source of supply for any article or commodity necessary for the Enterprise, adequate supplies of such article or commodity shall be made available for sale to the Company at prices not greater than the fair market value thereof.

Operating Period. 1. Upon completion of the construction of the Mine and related facilities provided for in the Article 9 with respect to any Mining Area 9, the Company shall commence operation of such the Mining Area or part thereof for which such facilities have been constructed. 2. The Company shall conduct Mining mining operations and any activity of the Enterprise with respect to a Mining Area, for the duration of the Operating Period of such Mining Area. The Operating Period for such each Mining Area shall be deemed to commence on the first day of the calendar month following the first calendar month during which the average daily throughput is at least seventy percent (70%) of the design capacity of the facilities constructed for the purpose of Mining and Processing the deposit or deposits in such Mining Area, but not later than the date falling six (6) months after the date of completion of such facilities. The Operating Period for each Mining Area shall continue for 30 (thirty) years beginning begining at the commencement of the Operating Period for the first Mining mining operation, or such longer period as the DepartmentMinistry, on the written application of the Company, may approve. The commencement of the Operating Period shall not occur more than eight (8) years (or such longer period as may result from extensions granted by the Department Ministry for the completion of succeeding stages under this Agreement) from the commencement of the General Survey Period allowed for the whole Contract Area. 3. The Company shall process ore to produce a marketable concentrate. The Company will work towards and assist the Government in achieving the policy of the establishment of downstream metals processing facilities in Indonesia in relation to smelting, refining and/or associated processing if, metals manufacturing and fabricating if according to recognized recognised economic, technical and scientific standards, standards the Minerals to be mined by the Company are of sufficient tonnages and are Minerals amenable to smelting, refining or associated processing, metal manufacturing and provided it is economically and practically feasible to do so. If and when any of such processing facilities (other than a copper processing facility) are constructed, the Parties agree to discuss thereafter and consider, in good faith, the feasibility of subsequent additional processing facilities which may be in the form of increases in the capacity of the then existing facilities or the establishment of facilities previously not in existence. In the event that there is no copper smelter operating or under construction in Indonesia on or before the fifth anniversary of the date that the first Mining Area under this Agreement has entered the Operating Period, then the Company shall prepare or cause to be prepared a feasibility study with respect to a possible copper smelter in Indonesia. The feasibility study so prepared shall be subject to the Government's review and to a mutual determination by the Government and the Company as to the economic viability of such a smelter. Such smelter would be located at such place within Indonesia as would be most advantageous to its economic viability. Should such a smelter be built by the Company or a wholly-owned Subsidiary, it would constitute a part of the Enterprise hereunder. 4. The Company shall submit to the Department Ministry copies of studies relating to the feasibility of establishing those facilities (as described in paragraph 3 of this Article) in Indonesia prepared by the Company in consultation with an agency acceptable to the Government. 5. The Company acknowledges (i) In the Government's policy to encourage the domestic processing of all of its natural resources into final products where feasible. The Company further acknowledges the Government's desire event that a copper smelter and refinery be established in Indonesia and agrees that it will make available copper concentrates derived from the Contract Area for such smelter and refinery so established in Indonesia as provided below. During any period during which Processing and smelting, refining or manufacturing facilities have not been are established in Indonesia by or on behalf an entity other than the Company for the further processing of the Companygold, or any wholly-owned Subsidiary, but have been established in Indonesia by any other Personsilver and platinum, the Company shall, if it is then producing Products from shall make its products available to that entity for further processing on conditions not less favourable than the Contract Area and if it is requested to do so by the Department, sell such Products to such other Person at prices and terms no less favorable to such Person than those conditions that could can be obtained by the Company from other purchasers further processors for the processing of the same quantity and quality and at the same time and at the same place of delivery and provided the processed product bears a xxxx recognised in the case of gold by the London Gold Market, in the case (ii) In the event that smelting, refining or equivalent places and times of deliverymanufacturing facilities are not established by the Company but are established by any party other than the Company in Indonesia, provided that such party shall be permitted to purchase the respective contractual terms and conditions product at the most favourable f.o.b. price given by the Company to such any other Person shall be no less favorable purchaser, provided that the 11. At any time if the Company wishes to the Company. With respect to the first copper smelter established establish its own smelting, refining or manufacturing facilities in Indonesia by anyone other than the Company or a wholly- owned Subsidiary it can do so subject to approval of the Company, the quantity of copper concentrates derived from the Contract Area Government which the Company shall make available on the terms set out above shall be a portion (such portion to be determined by prorating the quantity of copper concentrates produced by the Company to the total quantity of copper concentrates produced in Indonesia) of the quantity of copper concentrates necessary to satisfy the domestic demand in Indonesia for refined copper and to permit economic scale of such project assuming that such project is otherwise feasible, and further subject to the limitation that the quantity required shall not be so great as to jeopardize the sound financial, operating or marketing requirements of the Companyunreasonably withheld. In making sales to a copper smelter or refining facility in Indonesia, the Company will not be treated more adversely, from the standpoint of Governmental laws and regulations, than if it had sold such Mined Products as export goods. The This obligation of the Company to sell its Products to another Person pursuant to this paragraph 5 is subject to any financing agreementssmelting, sales contracts refining or any smelting and refining manufacturing contracts entered into by the Company prior to the establishment of such facilities by such other Person or any financing agreements entered into pursuant to paragraph 2 of Article 30. In the event that during the five year period following the fifth anniversary of the date that the first Mining Area in the Contract Area has entered the Operating Period, a copper smelter and refinery facility to be located in Indonesia has not been established or is not in the process of being constructed by any Person, then, subject to the mutual determination by the Government and the Company as to the economic viability of such smelter and refinery, the Company shall undertake or cause to be undertaken the establishment of a copper smelter and refinery in Indonesia to comply with the policy of the Governmentfacilities. 6. The Project facilities shall include the mine’s processing facilities, and any port facilities, aircraft landing facilities and transportation, communication, water supply and other necessarily related facilities, for which the Company is, subject to the rights of third parties, hereby granted all necessary licenses licences and permits to construct and operate the facilities contemplated by this Agreement in accordance with laws and regulations and such reasonable safety regulations relating to design, construction and operation as may from time to time be in force and of general applicability in Indonesia. 7. The Company shall submit to the Department the following Reports as to operations within each Mining Area : (i) a biweekly statistical report beginning with the first two weeks following the commencement of the Operating Period, which shall set forth the amount of material Mined, Processed and exported; (ii) a monthly report beginning with the first month following the commencement of the Operating Period, which shall set forth the number and describe the location of the active operations during the preceding month and a brief description of the work in progress at the end of the month and of the work contemplated during the following month. (iii) a quarterly report beginning with the first quarter following the commencement of the Operating Period with respect to each Mining Area concerning the progress of its operations in such Mining Area, which report shall describe in reasonable detail the Mining activities carried on in such Mining Area, including the number of workmen employed in such Mining Area as of the end of the quarter in question and a description of the work in progress at the end of the quarter in question and of work contemplated during the following quarter; and (iv) an annual report beginning with the first complete year following the commencement of the Operating Period with respect to each Mining Area which shall include: (a) a description in reasonable detail of the Mining activities carried on in such Mining Area; (b) the total volume of ores, kind-by-kind, broken down into volumes Mined, volumes transported from the Mines and their corresponding destination, volumes stockpiled at the Mines or elsewhere in Indonesia, volumes sold or committed for export (whether actually shipped from Indonesia or not), volumes actually shipped from Indonesia (with full details as to purchaser, destination and terms of sale); and (c) work accomplished and work in progress at the end of the year in question with respect to all of the installations and facilities related to such Mining Area, together with a full description of all work programmed for the ensuing year with respect to such installations and facilities, including a detailed report of all investment actually made or committed during the year in question and all investment committed for the ensuing year or years. (v) the Company shall also furnish the Department all other information related to the Company's activities under this Agreement of whatever kind and which is or could, by the exercise of reasonable efforts by the Company, have been within the control of the Company which the Department may request in order that the Department may be fully appraised of the Company's activities. Biweekly reports shall be submitted in eightfold within two weeks after the end of the two week period in question. Monthly and quarterly reports shall be submitted in eightfold within thirty (30) days of the end of the month or quarter in question. Annual reports shall be submitted in eightfold within ninety (90) days of the end of the year in question. 8. The Company shall be in full and effective control and management of all matters relating to the operation of the Enterprise including the production and marketing of its Products. The Company may make expansions, modifications, improvements and replacements of the Enterprise's facilities, and may add additional new facilities, as the Company shall consider necessary for the operation of the Enterprise or for the provision of services or activities ancillary or incidental to the Enterprise. All such expansions, modifications, improvements, replacements and new additional facilities shall be considered part of the project facilities. 9. The Company accepts the rights and obligations to conduct operations and activities in accordance with the terms of this Agreement. The Company shall conduct all such operations and activities in a good technical manner in accordance with such good and acceptable international Mining engineering standards and practices as are economically and technically feasible, and in accordance with the modern and accepted scientific and technical principles. In accordance with such standards, the Company undertakes to use its best efforts to optimize the Mining recovery of ore from proven reserves and metallurgical recovery of Minerals from the ore to the extent it is economically and technically feasible to do so, using appropriate modern and effective techniques, materials and methods designed to achieve minimum wastage and maximum safety as provided in the applicable laws and regulations of Indonesia from time to time in effect. The Company shall use its best efforts to conduct all operations and activities under this Agreement so as to minimize loss of natural resources, and to protect natural resources against unnecessary damage. 10. The Government will authorize the Company to freely select the vessels and other transportation facilities to be used in connection with imports and exports of articles under this Agreement. In addition, the Company shall have the right at all times to purchase from vendors of its choice all equipment, materials and supplies necessary for the operations of the Company hereunder, and to enter into arrangements to make use of any facilities belonging to other Persons(whether or not Affiliates of the Company) upon such terms and subject to such conditions, including terms of payment, as to ownership and otherwise, as it deems appropriate; provided that the Department shall have the right to object to specific vendors or specific arrangements on the basis of national security or foreign policy concerns of the Government. In any case where the Government is the sole economic source of supply for any article or commodity necessary for the Enterprise, adequate supplies of such article or commodity shall be made available for sale to the Company at prices not greater than the fair market value thereof.

Operating Period. 1. Upon completion of the construction of the Mine and related facilities provided for in Article 9 with respect to any Mining Area , the Company shall commence operation of such Mining Area for which such facilities have been constructed. 2. The Company shall conduct Mining operations and any activity of the Enterprise with respect to a Mining Area, for the duration of the Operating Period of such Mining Area. The Operating Period for such Mining Area shall be deemed to commence on the first day of the calendar month following the first calendar month during which the average daily throughput is at least seventy percent (70%) of the design capacity of the facilities constructed for the purpose of Mining the deposit or deposits in such Mining Area, but not later than the date falling six (6) months after the date of completion of such facilities. The Operating Period for each Mining Area shall continue for 30 (thirty) years beginning at the commencement of the Operating Period for the first Mining operation, or such longer period as the Department, on the written application of the Company, may approve. The commencement of the Operating Period shall not occur more than eight (8) years (or such longer period as may result from extensions granted by the Department for the completion of succeeding stages under this Agreement) from the commencement of the General Survey Period allowed for the whole Contract Area. 3. The Company shall process ore to produce a marketable concentrate. The Company will work towards and assist the Government in achieving the policy of the establishment of downstream metals processing facilities in Indonesia in relation to smelting, refining and/or associated processing if, according to recognized economic, technical and scientific standards, the Minerals to be mined by the Company are of sufficient tonnages and are Minerals amenable to smelting, refining or associated processing, and provided it is economically and practically feasible to do so. If and when any such processing facilities (other than a copper processing facility) are constructed, the Parties agree to discuss thereafter and consider, in good faith, the feasibility of subsequent additional processing facilities which may be in the form of increases in the capacity of the existing facilities or the establishment of facilities previously not in existence. In the event that there is no copper smelter operating or under construction in Indonesia on or before the fifth anniversary of the date that the first Mining Area under this Agreement has entered the Operating Period, then the Company shall prepare or cause to be prepared a feasibility study with respect to a possible copper smelter in Indonesia. The feasibility study so prepared shall be subject to the Government's review and to a mutual determination by the Government and the Company as to the economic viability of such a smelter. Such smelter would be located at such place within Indonesia as would be most advantageous to its economic viability. Should such a smelter be built by the Company or a wholly-owned Subsidiary, it would constitute a part of the Enterprise hereunder. 4. The Company shall submit to the Department copies of studies relating to the feasibility of establishing those facilities (as described in paragraph 3 of this Article) in Indonesia prepared by the Company in consultation with an agency acceptable to the Government. 5. The Company acknowledges the Government's policy to encourage the domestic processing of all of its natural resources into final products where feasible. The Company further acknowledges the Government's desire that a copper smelter and refinery be established in Indonesia and agrees that it will make available copper concentrates derived from the Contract Area for such smelter and refinery so established in Indonesia as provided below. During any period during which Processing and refining facilities have not been established in Indonesia by or on behalf of the Company, or any wholly-owned Subsidiary, but have been established in Indonesia by any other Person, the Company shall, if it is then producing Products from the Contract Area and if it is requested to do so by the Department, sell such Products to such other Person at prices and terms no less favorable to such Person than those that could be obtained by the Company from other purchasers of the same quantity and quality and at the same time and the same or equivalent places and times of delivery, provided that the respective contractual terms and conditions given by the Company to such other Person shall be no less favorable to the Company. With respect to the first copper smelter established in Indonesia by anyone other than the Company or a wholly- owned Subsidiary of the Company, the quantity of copper concentrates derived from the Contract Area which the Company shall make available on the terms set out above shall be a portion (such portion to be determined by prorating the quantity of copper concentrates produced by the Company to the total quantity of copper concentrates produced in Indonesia) of the quantity of copper concentrates necessary to satisfy the domestic demand in Indonesia for refined copper and to permit economic scale of such project assuming that such project is otherwise feasible, and further subject to the limitation that the quantity required shall not be so great as to jeopardize the sound financial, operating or marketing requirements of the Company. In making sales to a copper smelter or refining facility in Indonesia, the Company will not be treated more adversely, from the standpoint of Governmental laws and regulations, than if it had sold such Mined Products as export goods. The obligation of the Company to sell its Products to another Person pursuant to this paragraph 5 is subject to any financing agreements, sales contracts or any smelting and refining contracts entered into by the Company prior to the establishment of such facilities by such other Person or any financing agreements entered into pursuant to paragraph 2 of Article 30. In the event that during the five year period following the fifth anniversary of the date that the first Mining Area in the Contract Area has entered the Operating Period, a copper smelter and refinery facility to be located in Indonesia has not been established or is not in the process of being constructed by any Person, then, subject to the mutual determination by the Government and the Company as to the economic viability of such smelter and refinery, the Company shall undertake or cause to be undertaken the establishment of a copper smelter and refinery in Indonesia to comply with the policy of the Government. 6. The Company is, subject to the rights of third parties, hereby granted all necessary licenses and permits to construct and operate the facilities contemplated by this Agreement in accordance with laws and regulations and such reasonable safety regulations relating to design, construction and operation as may from time to time be in force and of general applicability in Indonesia. 7. The Company shall submit to the Department the following Reports as to operations within each Mining Area : (i) a biweekly statistical report beginning with the first two weeks following the commencement of the Operating Period, which shall set forth the amount of material Mined, Processed and exported; ; (ii) a monthly report beginning with the first month following the commencement of the Operating Period, which shall set forth the number and describe the location of the active operations during the preceding month and a brief description of the work in progress at the end of the month and of the work contemplated during the following month. (iii) a quarterly report beginning with the first quarter following the commencement of the Operating Period with respect to each Mining Area concerning the progress of its operations in such Mining Area, which report shall describe in reasonable detail the Mining activities carried on in such Mining Area, including the number of workmen employed in such Mining Area as of the end of the quarter in question and a description of the work in progress at the end of the quarter in question and of work contemplated during the following quarter; and (iv) an annual report beginning with the first complete year following the commencement of the Operating Period with respect to each Mining Area which shall include: (a) a description in reasonable detail of the Mining activities carried on in such Mining Area; (b) the total volume of ores, kind-by-kind, broken down into volumes Mined, volumes transported from the Mines and their corresponding destination, volumes stockpiled at the Mines or elsewhere in Indonesia, volumes sold or committed for export (whether actually shipped from Indonesia or not), volumes actually shipped from Indonesia (with full details as to purchaser, destination and terms of sale); and (c) work accomplished and work in progress at the end of the year in question with respect to all of the installations and facilities related to such Mining Area, together with a full description of all work programmed for the ensuing year with respect to such installations and facilities, including a detailed report of all investment actually made or committed during the year in question and all investment committed for the ensuing year or years. (v) the Company shall also furnish the Department all other information related to the Company's activities under this Agreement of whatever kind and which is or could, by the exercise of reasonable efforts by the Company, have been within the control of the Company which the Department may request in order that the Department may be fully appraised of the Company's activities. Biweekly reports shall be submitted in eightfold within two weeks after the end of the two week period in question. Monthly and quarterly reports shall be submitted in eightfold within thirty (30) days of the end of the month or quarter in question. Annual reports shall be submitted in eightfold within ninety (90) days of the end of the year in question. 8. The Company shall be in full and effective control and management of all matters relating to the operation of the Enterprise including the production and marketing of its Products. The Company may make expansions, modifications, improvements and replacements of the Enterprise's facilities, and may add additional new facilities, as the Company shall consider necessary for the operation of the Enterprise or for the provision of services or activities ancillary or incidental to the Enterprise. All such expansions, modifications, improvements, replacements and new additional facilities shall be considered part of the project facilities. 9. The Company accepts the rights and obligations to conduct operations and activities in accordance with the terms of this Agreement. The Company shall conduct all such operations and activities in a good technical manner in accordance with such good and acceptable international Mining engineering standards and practices as are economically and technically feasible, and in accordance with the modern and accepted scientific and technical principles. In accordance with such standards, the Company undertakes to use its best efforts to optimize the Mining recovery of ore from proven reserves and metallurgical recovery of Minerals from the ore to the extent it is economically and technically feasible to do so, using appropriate modern and effective techniques, materials and methods designed to achieve minimum wastage and maximum safety as provided in the applicable laws and regulations of Indonesia from time to time in effect. The Company shall use its best efforts to conduct all operations and activities under this Agreement so as to minimize loss of natural resources, and to protect natural resources against unnecessary damage. 10. The Government will authorize the Company to freely select the vessels and other transportation facilities to be used in connection with imports and exports of articles under this Agreement. In addition, the Company shall have the right at all times to purchase from vendors of its choice all equipment, materials and supplies necessary for the operations of the Company hereunder, and to enter into arrangements to make use of any facilities belonging to other Persons(whether or not Affiliates of the Company) upon such terms and subject to such conditions, including terms of payment, as to ownership and otherwise, as it deems appropriate; provided that the Department shall have the right to object to specific vendors or specific arrangements on the basis of national security or foreign policy concerns of the Government. In any case where the Government is the sole economic source of supply for any article or commodity necessary for the Enterprise, adequate supplies of such article or commodity shall be made available for sale to the Company at prices not greater than the fair market value thereof.