Common use of Annual Business Plan Clause in Contracts

Annual Business Plan. The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 2010) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than sixty (60) calendar days prior to the end of each Fiscal Year (other than the 2009 Fiscal Year), the President shall cause to be prepared and shall present to the Board a business plan (the “Annual Business Plan”) for the succeeding Fiscal Year. Each Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) for the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Annual Business Plan, each Annual Business Plan shall be subject to the approval of the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt an Annual Business Plan for the Company and a Rolling Business Plan for the Company prior to the first day of the Fiscal Year to be covered by such plans, the Company shall continue operating under this Agreement under that portion of the Rolling Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be the Annual Business Plan for such Fiscal Year). Any approved Annual Business Plan shall not be changed, except upon Majority Consent of the Board. The President shall analyze any variance between the actual and planned performance under the Annual Business Plan, and report to the Board the results of such analysis, promptly after the end of each fiscal quarter.

Annual Business Plan. The Parties have heretofore agreed Manager agrees to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 2010) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than sixty (60) calendar days prior to the end of each Fiscal Year (other than the 2009 Fiscal Year), the President shall cause to be prepared and shall present to the Board a business plan (the “Annual Business Plan”) for the succeeding Fiscal Year. Each Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) for the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Annual Business Plan, each Annual Business Plan shall be subject to the approval of the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt prepare an Annual Business Plan for the Company operation of the Project for Owner's review and approval, no later than November 1 in each year during the term of this Agreement. If final approval of a Rolling proposed Annual Business Plan by Owner has not been given by the beginning of the year to which such proposed Annual Business Plan relates, Property Manager shall operate the Project on the basis of an Annual Business Plan determined by (i) assuming that the revenue from the Project will increase to 103% of the revenues collected in the prior year, (ii) assuming that the Controllable Expenses will increase to 103% of the amount of the actual Controllable Expenses incurred in the prior year, (iii) increasing all Uncontrollable Expenses by any anticipated or known increases in such Uncontrollable Expenses, and (iv) including any Emergency Expenditure (as defined in Section SU) below). No material deviations (as defined herein) from any item in an Annual Business Plan approved in accordance with the terms herein shall be made by Manager without the prior approval of the "Management Committee" (as defined in the Operating Agreement), to the extent required by the Operating Agreement. The Manager shall provide quarterly updates to the Annual Business Plan, solely for informational purposes. Each Annual Business Plan shall include the information set forth in Exhibit "E". Owner (and its sole member) will consider the proposed Annual Business Plan in accordance with the terms of the Operating Agreement and will consult with Manager prior to the commencement of the forthcoming calendar year in order to agree on an Annual Business Plan for the Company prior such calendar year. The Annual Business Plan for calendar year 2014 is attached hereto at Exhibit "B". Notwithstanding anything herein to the first day of the Fiscal Year to be covered by such planscontrary, the Company shall continue operating under this Agreement under that Owner may, at any time and from time to time, submit to Manager reasonable modifications to all or any portion of the Rolling Annual Business Plan most recently approved by during the Board upon Majority Consent that relates to such Fiscal Year (course of a calendar year, which modifications shall be incorporated in the Annual Business Plan then in effect and such portion of the Rolling Annual Business Plan most recently approved by the Board as modified shall be deemed to be the Annual Business Plan for then in effect, and Owner shall fund into the Disbursement Account any and all amounts as and when necessary to fund any increases in expenditures which may be required as a result of any such Fiscal Year). Any approved Annual Business Plan shall not be changed, except upon Majority Consent of the Board. The President shall analyze any variance between the actual and planned performance under change to the Annual Business Plan, and report . Notwithstanding the foregoing sentence to the Board contrary, in no event shall Owner have the results right to modify the Annual Business Plan to reduce the Management Fee or Reimbursable Expenses otherwise due pursuant to Section 4. In no event shall Manager be deemed in default under this Agreement if such changes by Owner to the Annual Business Plan causes Manager to have insufficient funds to perform its obligations hereunder. Manager agrees to use commercially reasonable efforts to ensure that the actual costs of such analysismaintaining and operating the Project shall not exceed the amount reasonably necessary and, in any event, will not exceed either the Annual Business Plan either in total amount or in any one accounting category. Notwithstanding anything to the contrary, Manager shall secure Owner's prior written approval for any expenditure that will result in an excess of the annual budgeted amount in any one accounting category by more than $10,000.00 of the Annual Business Plan or $25,000.00 in the aggregate for all categories (a "material deviation"). Manager shall promptly after advise and inform the end Owner of each fiscal quarterany transaction, notice, event or proposal directly relating to the management and operation of the Project which does or is likely to significantly affect, either adversely or favorably, the Project, other assets of the Owner or cause a material deviation from the Annual Business Plan. Nothing contained herein shall in any way diminish the obligations or duties of Manager hereunder.

Annual Business Plan. The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 2010) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than sixty (60) calendar days prior before the last Executive Committee meeting scheduled for each Fiscal Year, the Administrative Member and Project Director shall prepare and submit to the end Executive Committee for its approval a budget and plan for the development of each Fiscal Year (other than the 2009 Real Property and operation of the Company for the upcoming Fiscal Year). The Project Director shall facilitate the submission by the Administrative Member of a proposed annual budget, the President shall cause to be prepared and shall present together with any interim adjustments to the Board Annual Business Plan for the Project as required by Section 4.5 of the Operating Agreement. The expenses incurred by the Project Director in establishing a business field office at the site of the Project, including the renting of trailers and on-site office equipment, payment of utilities, and purchase of office supplies shall be included in the Annual Business Plan submitted to the Executive Committee. As and when such budget and plan (for development shall be approved by the Executive Committee, it shall become the “Annual Business Plan”) ” for the succeeding Fiscal YearYear to which it relates. Each If the Executive Committee shall reject or be unable to agree on the Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal YearProject, (b) projected expenditures (expense and capital) for or any interim adjustments to the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, then Company, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Planaccordingly, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in Project Director, shall, until a different proportion. Other than with regard to the Initial Annual Business Plan, each revised Annual Business Plan shall be approved, be subject to the approval of same financial limitations established by the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt an last annual approved Annual Business Plan for the Company and a Rolling Project, as if the last Annual Business Plan for had been in effect during the Company prior to then present calendar year, increasing, however, the first day amount of the Fiscal Year to be covered by such plans, the Company shall continue operating under this Agreement under that portion of the Rolling Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be budget in the Annual Business Plan by the Consumer Price Index (Xxxxxxxxxx, X.X./Xxxxxxxxx xxxxxxxxxxxx xxxx) for the preceding fiscal year and shall continue in effect, but excluding extraordinary and non-recurring items set forth in such Fiscal Year). Any approved last Annual Business Plan budget. Each such budget and development plan shall not be changedset forth all anticipated income, except upon Majority Consent operating expenses and capital and other costs and expenses of the BoardCompany, together with anticipated calls for Additional Capital Contributions. The President Any decision to sell Lots, or the commercial parcels, or other portions of the Real Property, to Persons other than Members shall analyze any variance between the actual and planned performance under be part of the Annual Business Plan. An Annual Business Plan may be reviewed and modified at any time during a Fiscal Year, and report to but only upon the Board Unanimous Vote of the results Executive Committee. The Members acknowledge that they have heretofore agreed upon the initial Annual Business Plan in the form of such analysis, promptly after the end of each fiscal quarter.financial model attached hereto as Exhibit D.

Annual Business Plan. The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 2010) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not No later than sixty (60) calendar 180 days prior to Closing, OLG shall advise the end of each Fiscal Year (other than the 2009 Fiscal Year), the President shall cause to be prepared and shall present Service Provider in writing as to the Board a business plan (the “Annual Business Plan”) information and analysis reasonably required by OLG for the succeeding Fiscal Year. Each Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) for the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount purpose of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Annual Business Plan, each Annual Business Plan shall be subject to the approval of the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt preparing an Annual Business Plan for the Company and a Rolling first Operating Year. Within 30 Business Days thereafter, the Service Provider will deliver to OLG an Annual Business Plan for the Company prior first Operating Year setting out the elements of an Annual Business Plan required by Schedule 16.01(1) of the OLG Policies and incorporating the business plan (including the site development plan) submitted by the Service Provider in response to the first day RFP in respect of the Fiscal first Bid Operating Year (adjusted to be covered reflect if the first Operating Year is more or less than a 365 day period) and such additional information and analysis as may have been reasonably required by such plansOLG (the “First Annual Business Plan”), for approval by OLG in accordance with the Casino Operating and Services Agreement and the OLG Policies. Once approved by OLG, the Company shall continue operating under this Agreement under that portion of the Rolling First Annual Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be the Approved Annual Business Plan for such Fiscal the first Operating Year). Any approved Annual Business Plan shall not be changedSTRICTLY CONFIDENTIAL RFP No. 1617-009 Gaming Bundle 8 (Niagara) – TAPA – Execution Version In the event that OLG requires any additional information, except upon Majority Consent clarifications or amendments in respect of the Board. The President shall analyze any variance between the actual and planned performance under the First Annual Business Plan, OLG may require that the Service Provider submit the additional information, clarifications and report amendments requested by OLG within 10 Business Days of any such request, and OLG shall review and respond to the Board additional information, clarifications and amendments submitted by the results Service Provider within 10 Business Days after its receipt of same. In the event that further information, clarifications and amendments are required by OLG, the process outlined herein in respect of additional information, clarifications or amendments shall be repeated until OLG has finally and fully approved the First Annual Business Plan. Notwithstanding, the foregoing, if OLG does not approve the First Annual Business Plan in accordance with the OLG Policies within 10 Business Days following receipt of such analysisplan or any additional information, promptly after clarifications or amendments, either Party may refer the end of each fiscal quartermatter to the Dispute Resolution Procedure.

Annual Business Plan. The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 20102009) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). Plan”).2 The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than sixty (60) calendar days prior to the end of the Initial Annual Business Plan and each Fiscal Year (other than the 2009 subsequent Fiscal Year), the President shall cause to be prepared and shall present to the Board a business plan (the “Annual Business Plan”) for the succeeding Fiscal Year. Each Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) for the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Annual Business Plan, each Annual Business Plan shall be subject to the approval of the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt an Annual Business Plan for the Company and a Rolling Business Plan for the Company prior to the first day of the Fiscal Year to be covered by such plans, the Company shall continue operating under this Agreement under that portion of the Rolling Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be the Annual Business Plan for such Fiscal Year). Any approved Annual Business Plan shall not be changed, except upon Majority Consent of the Board. The President shall analyze any variance between the actual and planned performance under the Annual Business Plan, and report to the Board the results of such analysis, promptly after the end of each fiscal quarter.

Annual Business Plan. The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 20102009) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). Plan”).2 The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than sixty (60) calendar days prior to the end of the Initial Annual Business Plan and each Fiscal Year (other than the 2009 subsequent Fiscal Year), the President shall cause to be prepared and shall present to the Board a business plan (the “Annual Business Plan”) for the succeeding Fiscal Year. Each Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) for the 2 The Members to exchange an e-mail on or about the date of the Truck Business Relationship Agreement agreeing to the Initial Annual Business Plan and the Initial Rolling Business Plan. If the Members do not agree to update such business plans prior to the Effective Date, the form agreed to at the time of signing the Truck Business Relationship Agreement shall the Initial Annual Business Plan and the Initial Rolling Business Plan. succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Annual Business Plan, each Annual Business Plan shall be subject to the approval of the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt an Annual Business Plan for the Company and a Rolling Business Plan for the Company prior to the first day of the Fiscal Year to be covered by such plans, the Company shall continue operating under this Agreement under that portion of the Rolling Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be the Annual Business Plan for such Fiscal Year). Any approved Annual Business Plan shall not be changed, except upon Majority Consent of the Board. The President shall analyze any variance between the actual and planned performance under the Annual Business Plan, and report to the Board the results of such analysis, promptly after the end of each fiscal quarter.

Annual Business Plan. The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 2010) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “Initial Annual Business Plan”). The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than Within sixty (60) calendar days prior to after the end of each Fiscal Year (other than the 2009 Fiscal Year), the President shall prepare and submit or cause to be prepared and shall present submitted to the Board of Directors a business strategic plan covering the current year and including the current year’s budget (the “Annual Business Plan”) for ), as well as such other information as may be required by the succeeding Fiscal YearBoard of Directors to be submitted to it to aid in its review of the Annual Business Plan. Each Annual Business Plan (including both shall provide that the Initial Annual Business Plan Members shall sell products to the LLC at full standard manufacturing costs plus warehousing costs plus freight costs and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) fix for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) applicable year such costs that may be charged the LLC by each Member in a master cost list for the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “Annual Business Plan Loan Commitment”) and Capital Contribution commitments (each, an “Annual Business Plan Capital Contribution Commitment”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money various products to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except sold to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportionLLC. Other than with regard to the Initial Annual Business PlanAdditionally, each Annual Business Plan shall provide for changes that may be subject made as to such fixed costs through the applicable year and shall set forth the standard product warranties associated with the products to be sold to the approval LLC by the Members. The Annual Business Plan shall also set forth that the Members shall charge the LLC, on a monthly basis unless otherwise agreed, all selling, general and administrative costs of their respective hospitality organizations, including the costs of all hospitality sales representatives, and shall provide that their direct out-of-pocket costs will be passed along to the LLC and shall fix for the applicable year all other costs which cannot be directly passed on, such as costs for accounting services. Additional topics that shall be covered by the Annual Business Plan include the Trading Area for the applicable year, planned sales, profits, capital expenditures and working capital needs for the applicable year (in other words, the annual budget), the terms and conditions under which either of the Members shall conduct any other business with the LLC during the applicable year (for example, the terms and conditions under which any technologies may be licensed by either Member to the LLC or under which the LLC shall develop or have developed any new technologies and any license to the Members of same), the financing arrangements the LLC shall utilize during the applicable year and any targets and bonus arrangements for the applicable year for the President in his capacity as general manager of the LLC. The Board of Directors shall review, revise and approve the Annual Business Plan. If the President, any member of the Board upon Majority Consent. If Caterpillarof Directors or any Member shall propose during any year any amendment of an approved Annual Business Plan (including the authorization of any expenditure exceeding an amount authorized under the Annual Business Plan or any new product to be sold by either Member to the LLC) such amendment shall be submitted to the Board of Directors for approval, Navistar and their respective Representatives, as applicable, fail to mutually if the Board of Directors cannot agree upon approval or disapproval of such amendment, the decision on such amendment shall be deferred until the meeting of the Board of Directors concerning creation of the next Annual Business Plan. The initial Annual Business Plan is attached hereto as Exhibit A. An initial three (3) year sales plan addressing targeted product sales volumes is attached hereto as Exhibit B (the “Initial Sales Plan”) and adopt an shall be considered in connection with the preparation and review of the Annual Business Plan for the Company and a Rolling Business Plan for the Company prior to the first day three (3) years of operation of the Fiscal Year to be covered by such plans, the Company shall continue operating under this Agreement under that portion of the Rolling Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be the Annual Business Plan for such Fiscal Year). Any approved Annual Business Plan shall not be changed, except upon Majority Consent of the Board. The President shall analyze any variance between the actual and planned performance under the Annual Business Plan, and report to the Board the results of such analysis, promptly after the end of each fiscal quarterLLC.