Common use of Annual Budget and Operating Plan Clause in Contracts

Annual Budget and Operating Plan. (a) The Annual Budget and Operating Plan for the first Operating Year shall be the budget attached hereto as Schedule 6.1, as the same may be amended by mutual consent, subject to any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents. (b) Sixty (60) calendar days prior to the start of each Operating Year, other than the first Operating Year, Xxxxx R&M shall prepare and submit to the Xxxxx Company, the Financing Parties and the Independent Engineer, for their review and comment, a proposed annual budget and operating plan for such year which Annual Budget and Operating Plan shall be substantially in the form of Schedule 6.1 and include, without limitation, (i) detailed line items of the anticipated revenues and expenses relating to the operation of the Heavy Oil Processing Facility for such year and (ii) the scheduled maintenance shutdown(s) of units comprising the Heavy Oil Processing Facility during such year. (c) Subject to any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents, the Xxxxx Company shall accept or object to all or any portion of the proposed Annual Budget and Operating Plan within thirty (30) calendar days of receipt thereof. If the Xxxxx Company objects to any portion of such proposed Annual Budget and Operating Plan, the Xxxxx Company and Xxxxx R&M shall attempt in good faith to agree to an Annual Budget and Operating Plan. If the Xxxxx Company and Xxxxx R&M have not reached agreement on the Annual Budget and Operating Plan for any Operating Year prior to the first day of such Operating Year, the Annual Budget and Operating Plan in effect for such Operating Year shall be the same as the Annual Budget and Operating Plan for the immediately preceding calendar year (with each item on the budget adjusted based on a percentage change in the U.S. Consumer Price Index, in each case, from the date the Annual Budget and Operating Plan then in effect was approved) until a new Annual Budget and Operating Plan is approved.

Annual Budget and Operating Plan. Deliver to the Administrative Agent and the Technical Agent an annual budget and operating plan, including a statement of projected Project Revenues and Operating Costs on an individual line item basis and Debt Service for the Fiscal Year to which it relates (a) The the “Annual Budget and Operating Plan for Plan”), no later than thirty (30) days after the first Operating Year shall be the budget attached hereto as Schedule 6.1, as the same may be amended by mutual consent, subject to any approval rights commencement of the Financing Parties or Independent Engineer set forth in the Financing Documents. (b) Sixty (60) calendar days prior Fiscal Year to the start of each Operating Year, other than the first Operating Year, Xxxxx R&M shall prepare and submit to the Xxxxx Company, the Financing Parties and the Independent Engineer, for their review and comment, a proposed annual budget and operating plan for such year which it relates. Each Annual Budget and Operating Plan shall be substantially accompanied by an Officer’s Certificate of the Borrower stating that the budget is a reasonable estimate for the period covered thereby and is in compliance with the form requirements of Schedule 6.1 and include, without limitation, this Section 9.01(c). (i) detailed line items No later than sixty (60) days after the receipt of the anticipated revenues and expenses relating to the operation of the Heavy Oil Processing Facility for such year and (ii) the scheduled maintenance shutdown(s) of units comprising the Heavy Oil Processing Facility during such year. (c) Subject to any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents, the Xxxxx Company shall accept or object to all or any portion of the proposed Annual Budget and Operating Plan within thirty (30) calendar days of receipt thereof. If the Xxxxx Company objects to any portion of such proposed Annual Budget and Operating Plan, the Xxxxx Company Majority Lenders, acting reasonably and Xxxxx R&M in consultation with the Independent Engineer, shall attempt in good faith approve such Annual Budget and Operating Plan or shall advise the Borrower of any changes thereto necessary for approval by the Majority Lenders. NYDOCS02/1023777.17Midway Gold – Pan Gold Project – Credit Agreement (ii) If any item of a proposed Annual Budget and Operating Plan is not approved by the Majority Lenders pursuant to agree to an clause (ii) above, the Borrower shall comply with all approved items (if any) of such Annual Budget and Operating Plan. If the Xxxxx Company and Xxxxx R&M have not reached agreement on the With respect to those items (if any) of an Annual Budget and Operating Plan for any Operating Year prior to the first day of such Operating Yearthat are disapproved, the Annual Budget Borrower and Operating Plan in effect the Lenders shall continue to discuss such items; provided that if the Borrower and the Lenders are unable to agree with respect to such item, the amount set forth for such Operating Year shall be the same as item in the Annual Budget and Operating Plan for the immediately preceding calendar year Fiscal Year relating to such disapproved items shall be applicable (with each item on and shall for all purposes hereof be deemed to be part of the budget adjusted based on a percentage change in approved Annual Budget and Operating Plan for the U.S. Consumer Price Index, in each case, from the date current Fiscal Year until such time as such items of the Annual Budget and Operating Plan then in effect was for the current Fiscal Year have been approved by the Majority Lenders); provided that until so approved) until a new Annual Budget and Operating Plan is approved, the budgeted amounts of such disputed items shall be escalated by an amount equal to the US Producers Price Index – Commodities (Series ID: WPUFD4131).

Annual Budget and Operating Plan. (ai) The Annual Budget As soon as available and Operating Plan for the first Operating Year shall be the budget attached hereto as Schedule 6.1, as the same may be amended by mutual consent, subject to in any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents. (b) Sixty (60) calendar event not less than 45 days prior to the start commencement of each Operating Yearthe Fiscal Year to which it relates, other than the first Operating Year, Xxxxx R&M shall prepare and submit to the Xxxxx Company, the Financing Parties and the Independent Engineer, for their review and comment, a proposed an annual budget and operating plan for such year which (the “Annual Budget and Operating Plan”), including a statement of monthly projected production, projected operating expenses, Capital Expenditures and quarterly cash flows of the Borrower and its Subsidiaries on a Consolidated basis. Each Annual Budget and Operating Plan shall be substantially in the form of Schedule 6.1 and include, without limitation, (i) detailed line items accompanied by a certificate of the anticipated revenues and expenses relating Borrower signed by a duly authorized officer of the Borrower certifying that, to the operation best of such officer’s knowledge, the Heavy Oil Processing Facility budget is a reasonable estimate for such year the period covered thereby and is in compliance with this Section 5.03(l). (ii) the scheduled maintenance shutdown(s) of units comprising the Heavy Oil Processing Facility during such year. (c) Subject to any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents, the Xxxxx Company shall accept or object to all or any portion of the A proposed Annual Budget and Operating Plan within thirty submitted pursuant to Section 5.03(l)(i) shall become effective on the later of (30A) calendar the first day of the relevant Fiscal Year or (B) 45 days of receipt thereof. If the Xxxxx Company objects to after submission in accordance with Section 5.03(l)(i), in each case unless all or any portion item of such proposed Annual Budget and Operating Plan, Plan is disapproved by the Xxxxx Company Required Lenders (following consultation with the Independent Engineer and Xxxxx R&M shall attempt the Independent Insurance Consultant) in good faith a notice to agree to an Annual Budget and Operating Plan. the Borrower explaining the reason for the Required Lenders’ rejection of any particular item(s) as proposed by the Borrower. (iii) If the Xxxxx Company and Xxxxx R&M have not reached agreement on the any item of a proposed Annual Budget and Operating Plan for any Operating Year is disapproved by the Required Lenders prior to the first day of such Operating the relevant Fiscal Year, the Annual Budget Borrower and Operating Plan in effect the Second Lien Administrative Agent shall continue to discuss all such items for such Operating Year shall be the same as a period of 30 days thereafter, and the Annual Budget and Operating Plan for the immediately preceding calendar year Fiscal Year relating to such disapproved items shall continue to be applicable (with each item on and shall for all purposes hereof be deemed to be part of the budget adjusted based on a percentage change approved Annual Budget and Operating Plan for the current Fiscal Year) until such time as such items included in the U.S. Consumer Price Index, in each case, from the date the Annual Budget and Operating Plan then for the current Fiscal Year have been approved in effect was writing by the Required Lenders; provided that until so approved, the budgeted amounts for such disapproved items shall be escalated by an amount equal to PPI. (iv) until a new Each Annual Budget and Operating Plan shall (A) be prepared in good faith on the basis of all facts and circumstances then existing and known to the Borrower and written assumptions stated therein which the Borrower believes to be reasonable as to all factual and legal matters material to such estimates, and reflect the Borrower’s best estimate of the future results of the Borrower and the Project and (B) be based on the same format and maintained substantially on the same basis as, and provide sufficient detail to permit a meaningful comparison to, previous years. Each Annual Budget and Operating Plan shall include (1) good faith Dollar- and Sterling denominated estimates of operating costs (by principal components) and pro forma cash flow projections of the Borrower and its Subsidiaries on a Consolidated basis for each month covered by the Annual Budget and Operating Plan, (2) a summary of the major maintenance schedule for the Project to the end of the then current long term major maintenance cycle (and related scheduled outages), (3) the Borrower’s good faith estimates of the costs of such maintenance and its envisioned effect on the operations of the Project and (4) such other information as may be reasonably requested by the Second Lien Administrative Agent. Any amendment to an Annual Budget and Operating Plan shall be subject to the prior approval of the Required Lenders as provided in Section 5.03(l)(v). (v) If, at any time during any Fiscal Year, (A) operating expenses already paid and to be paid during such Fiscal Year exceed or could reasonably be expected to exceed by ten percent (10%) or more the amount of such operating expenses indicated in the relevant Annual Budget and Operating Plan for such Fiscal Year, or (B) the Borrower believes it to be reasonably likely that such operating expenses shall exceed such percentage, then the Borrower shall deliver a proposed amendment to the relevant Annual Budget and Operating Plan to the Second Lien Administrative Agent and the Second Lien Collateral Agent, and such amendment shall become effective on the date on which it is approvedapproved in writing by the Required Lenders; provided that at any time the statements in clause (A) and clause (B) above are true, so long as the actual Revenues received by the Borrower and its Subsidiaries exceed the projected Revenues provided by the Borrower in the annual forecast delivered pursuant to Section 5.03(e) for such Fiscal Year by at least the same percentage by which such operating expenses exceed the amounts indicated therefor in the relevant Annual Budget and Operating Plan, the Borrower shall not be required to deliver such proposed amendment to the Second Lien Administrative Agent. At the time the Borrower submits such proposed amendment, the Borrower shall certify the purpose of such amendment and that such amendment is reasonably necessary or advisable for the operation and maintenance of the Project. If the Required Lenders do not approve a proposed amendment, the Required Lenders shall advise the Borrower of the items which are disapproved and the reason for such disapproval. If all or any part of a proposed amendment is not approved by the Required Lenders, the Borrower shall comply with the approved Annual Budget and Operating Plan.

Annual Budget and Operating Plan. (ai) The Annual Budget As soon as available and Operating Plan for the first Operating Year shall be the budget attached hereto as Schedule 6.1, as the same may be amended by mutual consent, subject to in any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents. (b) Sixty (60) calendar event not less than 45 days prior to the start commencement of each Operating Yearthe Fiscal Year to which it relates, other than the first Operating Year, Xxxxx R&M shall prepare and submit to the Xxxxx Company, the Financing Parties and the Independent Engineer, for their review and comment, a proposed an annual budget and operating plan for such year which (the “Annual Budget and Operating Plan”), including a statement of monthly projected production, projected operating expenses, Capital Expenditures and quarterly cash flows of the Borrower and its Subsidiaries on a Consolidated basis. Each Annual Budget and Operating Plan shall be substantially in the form of Schedule 6.1 and include, without limitation, (i) detailed line items accompanied by a certificate of the anticipated revenues and expenses relating Borrower signed by a duly authorized officer of the Borrower certifying that, to the operation best of such officer’s knowledge, the Heavy Oil Processing Facility budget is a reasonable estimate for such year the period covered thereby and is in compliance with this Section 5.03(l). (ii) the scheduled maintenance shutdown(s) of units comprising the Heavy Oil Processing Facility during such year. (c) Subject to any approval rights of the Financing Parties or Independent Engineer set forth in the Financing Documents, the Xxxxx Company shall accept or object to all or any portion of the A proposed Annual Budget and Operating Plan within thirty submitted pursuant to Section 5.03(l)(i) shall become effective on the later of (30A) calendar the first day of the relevant Fiscal Year or (B) 45 days of receipt thereof. If the Xxxxx Company objects to after submission in accordance with Section 5.03(l)(i), in each case unless all or any portion item of such proposed Annual Budget and Operating Plan, Plan is disapproved by the Xxxxx Company Required Lenders (following consultation with the Independent Engineer and Xxxxx R&M shall attempt the Independent Insurance Consultant) in good faith a notice to agree to an Annual Budget and Operating Plan. the Borrower explaining the reason for the Required Lenders’ rejection of any particular item(s) as proposed by the Borrower. (iii) If the Xxxxx Company and Xxxxx R&M have not reached agreement on the any item of a proposed Annual Budget and Operating Plan for any Operating Year is disapproved by the Required Lenders prior to the first day of such Operating the relevant Fiscal Year, the Annual Budget Borrower and Operating Plan in effect the First Lien Administrative Agent shall continue to discuss all such items for such Operating Year shall be the same as a period of 30 days thereafter, and the Annual Budget and Operating Plan for the immediately preceding calendar year Fiscal Year relating to such disapproved items shall continue to be applicable (with each item on and shall for all purposes hereof be deemed to be part of the budget adjusted based on a percentage change approved Annual Budget and Operating Plan for the current Fiscal Year) until such time as such items included in the U.S. Consumer Price Index, in each case, from the date the Annual Budget and Operating Plan then for the current Fiscal Year have been approved in effect was writing by the Required Lenders; provided that until so approved, the budgeted amounts for such disapproved items shall be escalated by an amount equal to PPI. (iv) until a new Each Annual Budget and Operating Plan shall (A) be prepared in good faith on the basis of all facts and circumstances then existing and known to the Borrower and written assumptions stated therein which the Borrower believes to be reasonable as to all factual and legal matters material to such estimates, and reflect the Borrower’s best estimate of the future results of the Borrower and the Project and (B) be based on the same format and maintained substantially on the same basis as, and provide sufficient detail to permit a meaningful comparison to, previous years. Each Annual Budget and Operating Plan shall include (1) good faith Dollar- and Sterling denominated estimates of operating costs (by principal components) and pro forma cash flow projections of the Borrower and its Subsidiaries on a Consolidated basis for each month covered by the Annual Budget and Operating Plan, (2) a summary of the major maintenance schedule for the Project to the end of the then current long term major maintenance cycle (and related scheduled outages), (3) the Borrower’s good faith estimates of the costs of such maintenance and its envisioned effect on the operations of the Project and (4) such other information as may be reasonably requested by the First Lien Administrative Agent. Any amendment to an Annual Budget and Operating Plan shall be subject to the prior approval of the Required Lenders as provided in Section 5.03(l)(v). (v) If, at any time during any Fiscal Year, (A) operating expenses already paid and to be paid during such Fiscal Year exceed or could reasonably be expected to exceed by ten percent (10%) or more the amount of such operating expenses indicated in the relevant Annual Budget and Operating Plan for such Fiscal Year, or (B) the Borrower believes it to be reasonably likely that such operating expenses shall exceed such percentage, then the Borrower shall deliver a proposed amendment to the relevant Annual Budget and Operating Plan to the First Lien Administrative Agent and the First Lien Collateral Agent, and such amendment shall become effective on the date on which it is approvedapproved in writing by the Required Lenders; provided that at any time the statements in clause (A) and clause (B) above are true, so long as the actual Revenues received by the Borrower and its Subsidiaries exceed the projected Revenues provided by the Borrower in the annual forecast delivered pursuant to Section 5.03(e) for such Fiscal Year by at least the same percentage by which such operating expenses exceed the amounts indicated therefor in the relevant Annual Budget and Operating Plan, the Borrower shall not be required to deliver such proposed amendment to the First Lien Administrative Agent. At the time the Borrower submits such proposed amendment, the Borrower shall certify the purpose of such amendment and that such amendment is reasonably necessary or advisable for the operation and maintenance of the Project. If the Required Lenders do not approve a proposed amendment, the Required Lenders shall advise the Borrower of the items which are disapproved and the reason for such disapproval. If all or any part of a proposed amendment is not approved by the Required Lenders, the Borrower shall comply with the approved Annual Budget and Operating Plan.