AND SAFETY, ENVIRONMENTAL, MINING, AND
OTHER THIRD PARTY ADVISORS AND CONSULTANTS INCURRED IN CONNECTION WITH THE
PERFORMANCE OF THE MANAGEMENT SERVICES;
(D)
DIRECTORS' FEES, DIRECTORS' AND OFFICERS' INSURANCE POLICIES,
EMPLOYEE PRACTICES LIABILITY INSURANCE POLICIES AND ANY INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF CPE;
(E)
OPERATING, ADMINISTRATIVE AND OTHER SIMILAR COSTS INCURRED IN
CONNECTION WITH THE PERFORMANCE OF THE MANAGEMENT SERVICES;
(F)
ANY JUDGMENTS, SETTLEMENTS, PENALTIES, FINES OR OTHER COSTS AND
EXPENSES (INCLUDING ANY INDEMNIFICATION RELATED EXPENSES) IN RESPECT OF ANY
CLAIMS AGAINST, OR ANY LITIGATION OR PROCEEDINGS INVOLVING, CPE, OTHER THAN
INDEMNIFICATION RELATED EXPENSES (A) OWED TO ANY MEMBER OF THE RIO TINTO GROUP
(AS SUCH TERM IS DEFINED IN THE MASTER SEPARATION AGREEMENT DATED
, 2009 WHICH
CPE AND CPE LLC ARE PARTIES THERETO) AND (B) PAYABLE BY CPE PURSUANT TO THE
UNDERWRITING AGREEMENT (AS DEFINED IN THE MASTER SEPARATION AGREEMENT) AND THE
PURCHASE AGREEMENT (AS DEFINED IN THE MASTER SEPARATION AGREEMENT);
(G)
FEES AND EXPENSES RELATED TO ANY SECURITIES OFFERING, INVESTMENT
OR ACQUISITION TRANSACTION (WHETHER OR NOT SUCCESSFUL) AUTHORIZED BY THE BOARD
TO THE EXTENT
3
THE PROCEEDS OF SUCH SECURITIES OFFERING, OR ANY INVESTMENT OR ASSET ACQUIRED IN
ANY SUCH INVESTMENT OR ACQUISITION TRANSACTION ARE CONTRIBUTED TO OR, IF NOT
SUCCESSFUL, WERE INTENDED TO BE CONTRIBUTED TO, CPE LLC; AND
(H)
BANK ACCOUNTS MAINTAINED BY CPE ON BEHALF OF CPE LLC.
IN ADDITION, REIMBURSABLE COSTS SHALL INCLUDE ALL ITEMS OF CORPORATE OVERHEAD,
INCLUDING, BUT NOT LIMITED TO, MORTGAGE OR RENT PAYMENTS FOR REAL PROPERTY, OR
OTHER FEES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER INCURRED BY CPE AND
ASSOCIATED WITH, RELATED TO OR OTHERWISE NECESSARY FOR CPE'S MAINTENANCE OF ITS
CORPORATE EXISTENCE AND BUSINESS, ITS STATUS AS A REPORTING COMPANY UNDER THE
FEDERAL SECURITIES LAWS AND BEING LISTED ON A NATIONAL SECURITIES EXCHANGE.
SOLELY AS ILLUSTRATION AND NOT BY MEANS OF LIMITATION, EXAMPLES OF SUCH
REIMBURSABLE COSTS WOULD BE SEC FILING FEES, BLUE SKY FEES AND EXPENSES,
TRANSFER AGENT, PAYING AGENT AND REGISTRAR FEES AND EXPENSES, FRANCHISE TAXES,
REGISTERED AGENT FEES AND EXPENSES AND FEES AND EXPENSES OF ITS PUBLIC
ACCOUNTANTS, LEGAL ADVISORS OR OTHER CONSULTANTS OR ADVISORS.
REIMBURSABLE
COSTS SHALL ALSO INCLUDE ANY FEES, COSTS, COMMISSIONS AND EXPENSES PAYABLE BY
CPE UNDER THE REGISTRATION RIGHTS AGREEMENT DATED AS OF THE DATE HEREOF BY AND
AMONG CPE, RTEA AND KMS, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED,
SUPPLEMENTED OR MODIFIED FROM TIME TO TIME.
"Representatives" means, with respect to any Person, any of such Person's
directors, officers, members, partners, managers and employees.
"Service Employees" means those employees of CPE who devote all or a portion of
their working time to the performance of the Management Services and whose (i)
job title(s) and (ii) initial estimated Attributable Employee Cost are set forth
on Exhibit A hereto, as may be amended from time to time.
Service Employees
include and will include any former Service Employee to whom CPE has ongoing
obligations.
"Services Fee" is defined in Section 3.1.
"Supporting Documentation" is defined in Section 2.5(a).
2.