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,4).\ <br /> Operating Agreement <br /> of <br /> J. Quarter Circle Mineral Co., LLC <br /> This Operating Agreement (this "Agreement") is entered into this FIL., day of <br /> December, 2012 by and among the signatories hereto. <br /> Explanatory Statement <br /> The parties have agreed to organize and operate a limited liability company in accordance <br /> with the terms and subject to the conditions set forth in this Agreement. <br /> NOW, THEREFORE, for good and valuable consideration, the parties, intending legally <br /> to be bound, agree as follows: <br /> Section I <br /> Defined Terms <br /> The following capitalized terms shall have the meanings specified in this Section I. Other <br /> terms are defined in the text of this Agreement; and, throughout this Agreement, those terms <br /> shall have the meanings respectively ascribed to them. <br /> "Act" means the Colorado Limited Liability Company Act, as amended from time to <br /> time. <br /> "Adjusted Capital Account Deficit" means, with respect to any Interest Holder, the deficit <br /> balance, if any, in the Interest Holder's Capital Account as of the end of the relevant taxable <br /> year, after giving effect to the following adjustments: <br /> (i) the deficit shall be decreased by the amounts which the Interest Holder is <br /> obligated to restore pursuant to Section 4.4.2, or is deemed obligated to restore pursuant to <br /> Regulation Sections 1.704-1(g)(i) and (i)(5) (i.e., the Interest Holder's Share of Minimum Gain <br /> and'MemberrMinimum Gain); and <br /> (ii) the deficit shall be increased by the items described in Regulation Section <br /> 1.704-1(b)(2)(ii)(d)(4), (5), and (6). <br /> "Adjusted Capital Balance" means, as of any day, an Interest Holder's total Capital <br /> Contributions less all amounts actually distributed to the Interest Holder pursuant to Sections <br /> 4.2.3.4.1 and 4.4 hereof. If any Interest is transferred in accordance with the terms of this <br /> Agreement, the transferee shall succeed to the Adjusted Capital Balance of the transferor to the <br /> extent the Adjusted Capital Balance relates to the Interest transferred. <br /> "Affiliate" means, with respect to any Member, any Person: (i) which owns directly or <br /> indirectly more than 50% of the voting interests in the Member; or (ii) in which the Member <br /> 4 <br />