Common use of Operating Programs and Budgets Clause in Contracts

Operating Programs and Budgets. The operations of the Partnership shall be conducted, expenses shall be incurred, and assets shall be acquired pursuant to “Budgets” and “Programs” prepared by OCI and provided to the Partners in accordance with this Section 5.8(a). Except as provided in Sections 5.8(a)(iii) and 5.8(a)(iv) hereof, the approval of the Partnership Committee shall be required prior to any action that is materially inconsistent with any current Budget or Program. (i) In accordance with Section 8.4 hereof and Exhibit A hereto, OCI will prepare and provide to the Partners an annual budget and a three-year plan setting forth such assumptions and forecasts as are required to review the status of the business and determine future capital requirements (such annual plan and three-year plan herein referred to together as the “Budget”). OCI shall prepare and provide to the Partners “Programs” for all planned capital expenditures whether or not such capital expenditures were specifically described in the Budget. Such “Programs” shall be presented with description, justification, and spending plans in the form customarily used by OCI Enterprises, Inc. (ii) Within 45 days after a proposed Budget or Program is provided to the Partners, each Partner shall provide to the Partnership Committee: (A) Notice that such Partner endorses the proposed Budget or Program; or (B) Proposed modifications to the proposed Budget or Program. If any Partner provides proposed modifications to a proposed Budget or Program in accordance with this Section 5.8(a)(ii), OCI shall give serious consideration to such proposals and make such changes in the proposed Budget or Program as it deems appropriate within its discretion. (iii) Programs for capital expenditures will be approved by the Partnership Committee. Authority for approval by the Partnership Committee is delegated as follows: (A) Programs for which the anticipated total spending will equal or exceed One Million Dollars require specific approval of the Partnership Committee. (B) Programs estimated to cost in excess of the Approval Amount and less than $1,000,000 and included in the Budget shall be recommended by the Partnership’s officers and provided to NRP TRONA (and with respect to which NRP TRONA may propose modifications in the manner provided in Section 5.8(a)(ii) hereof), and approved by OCI. (C) Programs estimated to cost less than the Approval Amount and included in the Budget are to be approved by OCI with information copy of approval to be provided to NRP TRONA. (D) Programs not included in the Budget and estimated to cost in excess of the Approval Amount require specific approval of the Partnership Committee. For purposes of this Section 5.8(a)(iii), the “Approval Amount” shall be $350,000 or such other amount as may be approved by the Capital Approval Committee of OCI (or other committee responsible for authorizing capital expenditures to be made by OCI). (iv) Notwithstanding anything to the contrary in this Agreement, the Partnership Committee and the Resident Plant Manager shall have the right to take actions that are materially inconsistent with any current Budget or Programs if any of them, in their reasonable judgment, deems such action necessary for the protection of life or health or the preservation of Partnership assets and if, under the circumstances, in the good faith estimation of any of them, there is insufficient time to allow the Partners to review such action in accordance with Section 5.8(a)(ii) hereof and any delay would materially increase the risk to life or health or the preservation of Partnership assets. Either the Partnership Committee or the Resident Plant Manager shall notify the Partners of each such action contemporaneously therewith or as soon as reasonably practical thereafter. Such authority shall lapse and terminate upon reduction of such risk to life or health or preservation of assets. (v) The Partnership Committee and OCI shall promptly advise and inform the Partners of any transaction, notice, event, or proposal directly relating to the management and operation of the Partnership’s business which does or could affect, either adversely or favorably, the Partnership’s business or cause a deviation from any current Budget or Programs.

Operating Programs and Budgets. The operations 9.1 By not later than July 1 of each calendar year Operator shall submit to the Unit Operating Committee a proposed work program for the following calendar year. Each Party will furnish to Operator any comments or suggestions which it may have respecting such proposal as soon after receipt of same as may be reasonably practicable, and Operator shall furnish to each Party the comments and suggestions received. At a meeting of the Partnership Unit Operating Committee of be held during the third quarter (but not later than August 15) of such calendar year the proposed work program will be discussed, and Operator will respond to the comments and suggestions which it has received. 9.2 By not later than September 1 of each calendar year Operator shall submit to the Unit Operating Committee a recommended Budget for the following calendar year. Such recommended Budget shall be conductedbased upon the proposed work program referred to in Section 9.1, expenses incorporating therein such suggestions and recommendations as may have been approved by a consensus of the Unit Operating Committee, but also taking into account changes in conditions which may have occurred in the intervening period. At a meeting of the Unit Operating Committee to be held in September following the submission of such recommended Budget the same shall be incurredvoted on for approval under the following procedure. The Huffington Venturers shall have one (1) vote and the Total Venturers shall have one (1) vote, and assets shall be acquired pursuant to “Budgets” and “Programs” prepared by OCI and provided to the Partners in accordance with this Section 5.8(a). Except as provided in Sections 5.8(a)(iii) and 5.8(a)(iv) hereof, the approval of the Partnership Committee Budget shall require the unanimous vote of the two. 9.3 In the event a Budget is not approved under the procedure described in Section 9.2 above the Huffington Venturers and the Total Venturers shall, by not later than September 20, submit through Operator to Pertamina the Budgets which they respectively favor and will attempt to arrange a joint meeting with the appropriate representatives Pertamina to discuss the differences in the two Budgets. The Budget which is approved by Pertamina shall be required prior to any action that is materially inconsistent with any current deemed the Budget or Program. (i) In accordance with Section 8.4 hereof and Exhibit A hereto, OCI will prepare and provide to the Partners an annual budget and a three-year plan setting forth such assumptions and forecasts as are required to review the status of the business and determine future capital requirements (such annual plan and three-year plan herein referred to together as the “Budget”). OCI shall prepare and provide to the Partners “Programs” for all planned capital expenditures whether or not such capital expenditures were specifically described in the Budget. Such “Programs” shall be presented with description, justification, and spending plans in the form customarily used by OCI Enterprises, Inc. (ii) Within 45 days after a proposed Budget or Program is provided to the Partners, each Partner shall provide to the Partnership Committee: (A) Notice that such Partner endorses the proposed Budget or Program; or (B) Proposed modifications to the proposed Budget or Program. If any Partner provides proposed modifications to a proposed Budget or Program in accordance with this Section 5.8(a)(ii), OCI shall give serious consideration to such proposals and make such changes in the proposed Budget or Program as it deems appropriate within its discretion. (iii) Programs for capital expenditures will be approved by the Partnership CommitteeUnit Operating Committee for the next calendar year. 9.4 Subject to the foregoing provisions of this Article 9, the Parties agree to cause their respective representatives on the Unit Operating Committee to adopt such Budgets as will comply with the requirements of the Huffco Contract and the Inpex Contract. Authority for approval by Further, the Partnership Committee is delegated Huffington Venturers and the Total Venturers shall include their proportionate part of Budgets adopted under this Article 9 in the work programs and budgets submitted to Pertamina under their respective Production Sharing Contracts. In this regard Operator shall serve as follows: (A) Programs for which the anticipated total spending will equal or exceed One Million Dollars require specific liaison with Pertamina in seeking its approval of the Partnership Committee. (B) Programs estimated to cost in excess of the Approval Amount and less than $1,000,000 and included in the Budget shall be recommended by the Partnership’s officers and provided to NRP TRONA (and with respect to which NRP TRONA may propose modifications in the manner provided in Section 5.8(a)(ii) hereof), and approved by OCI. (C) Programs estimated to cost less than the Approval Amount and included in the Budget are to be approved by OCI with information copy of approval to be provided to NRP TRONA. (D) Programs not included in the Budget and estimated to cost in excess of the Approval Amount require specific approval of the Partnership Committee. For purposes of this Section 5.8(a)(iii), the “Approval Amount” shall be $350,000 or such other amount as may be approved by the Capital Approval Committee of OCI (or other committee responsible for authorizing capital expenditures to be made by OCI). (iv) Notwithstanding anything to the contrary in Budgets adopted under this Agreement, the Partnership Committee and the Resident Plant Manager shall have the right to take actions that are materially inconsistent with any current Budget or Programs if any of them, in their reasonable judgment, deems such action necessary for the protection of life or health or the preservation of Partnership assets and if, under the circumstances, in the good faith estimation of any of them, there is insufficient time to allow the Partners to review such action in accordance with Section 5.8(a)(ii) hereof and any delay would materially increase the risk to life or health or the preservation of Partnership assets. Either the Partnership Committee or the Resident Plant Manager shall notify the Partners of each such action contemporaneously therewith or as soon as reasonably practical thereafter. Such authority shall lapse and terminate upon reduction of such risk to life or health or preservation of assets. (v) The Partnership Committee and OCI shall promptly advise and inform the Partners of any transaction, notice, event, or proposal directly relating to the management and operation of the Partnership’s business which does or could affect, either adversely or favorably, the Partnership’s business or cause a deviation from any current Budget or Programs.

Operating Programs and Budgets. The operations of the Partnership shall be conducted, expenses shall be incurred, and assets shall be acquired pursuant to “Budgets” and “Programs” prepared by OCI and provided to the Partners in accordance with this Section 5.8(a). Except as provided in Sections 5.8(a)(iii) and 5.8(a)(iv) hereof, the approval of the Partnership Committee shall be required prior to any action that is materially inconsistent with any current Budget or Program. (i) In accordance with Section 8.4 hereof and Exhibit A hereto, OCI will prepare and provide to the Partners an annual budget and a three-year plan setting forth such assumptions and forecasts as are required to review the status of the business and determine future capital requirements (such annual plan and three-year plan herein referred to together as the “Budget”). OCI shall prepare and provide to the Partners “Programs” for all planned capital expenditures whether or not such capital expenditures were specifically described in the Budget. Such “Programs” shall be presented with description, justification, and spending plans in the form customarily used by OCI Enterprises, Enterprises Inc. (ii) Within 45 days after a proposed Budget or Program is provided to the Partners, each Partner shall provide to the Partnership Committee: (A) Notice that such Partner endorses the proposed Budget or Program; or (B) Proposed modifications to the proposed Budget or Program. If any Partner provides proposed modifications to a proposed Budget or Program in accordance with this Section 5.8(a)(ii), OCI shall give serious consideration to such proposals and make such changes in the proposed Budget or Program as it deems appropriate within its discretion. (iii) Programs for capital expenditures will be approved by the Partnership Committee. Authority for approval by the Partnership Committee is delegated as follows: (A) Programs for which the anticipated total spending will equal or exceed One Million Dollars require specific approval of the Partnership Committee. (B) Programs estimated to cost in excess of the Approval Amount and less than $1,000,000 and included in the Budget shall be recommended by the Partnership’s officers and provided to NRP TRONA (and with respect to which NRP TRONA may propose modifications in the manner provided in Section 5.8(a)(ii) hereof), and approved by OCI. (C) Programs estimated to cost less than the Approval Amount and included in the Budget are to be approved by OCI with information copy of approval to be provided to NRP TRONA. (D) Programs not included in the Budget and estimated to cost in excess of the Approval Amount require specific approval of the Partnership Committee. For purposes of this Section 5.8(a)(iii), the “Approval Amount” shall be $350,000 or such other amount as may be approved by the Capital Approval Committee of OCI (or other committee responsible for authorizing capital expenditures to be made by OCI). (iv) Notwithstanding anything to the contrary in this Agreement, the Partnership Committee and the Resident Plant Manager shall have the right to take actions that are materially inconsistent with any current Budget or Programs if any of them, in their reasonable judgment, deems such action necessary for the protection of life or health or the preservation of Partnership assets and if, under the circumstances, in the good faith estimation of any of them, there is insufficient time to allow the Partners to review such action in accordance with Section 5.8(a)(ii) hereof and any delay would materially increase the risk to life or health or the preservation of Partnership assets. Either the Partnership Committee or the Resident Plant Manager shall notify the Partners of each such action contemporaneously therewith or as soon as reasonably practical thereafter. Such authority shall lapse and terminate upon reduction of such risk to life or health or preservation of assets. (v) The Partnership Committee and OCI shall promptly advise and inform the Partners of any transaction, notice, event, or proposal directly relating to the management and operation of the Partnership’s business which does or could affect, either adversely or favorably, the Partnership’s business or cause a deviation from any current Budget or Programs.