Common use of Coordination Committee Clause in Contracts

Coordination Committee. (a) The Sponsors shall create a coordination committee (the Coordination Committee) (which shall not be a committee of the Board) and shall maintain such committee until the earliest of the following (the Coordination Committee Period): (i) the termination or expiration of this Agreement; (ii) the agreement in writing of the Sponsors to disband such committee; or (iii) such time as no more than one Sponsor beneficially owns any Shares. During the Coordination Committee Period, the Coordination Committee shall, to the extent provided by the Applicable Coordination Requirements, facilitate the coordination of any Sales of Shares by the Sponsors (including but not limited to any Sale of Shares pursuant to the provisions of Article 3 and Article 4), and the Sponsors shall cooperate with each other, as reasonably necessary, with respect to any such Sales. Each of the Sponsors shall be entitled to designate one member of the Coordination Committee. The procedures governing the conduct of the Coordination Committee and the cooperative conduct required by the Sponsors (the Applicable Coordination Requirements) shall be established from time to time by the unanimous consent of each of the Sponsors who is entitled to designate a member of the Coordination Committee. Notwithstanding anything herein to the contrary (but without limiting or otherwise modifying the provisions of Article 3 or Article 4 of this Agreement or any Applicable Coordination Requirements that may apply from time to time), the Coordination Committee shall not be permitted to block or otherwise prohibit or limit Sales of Shares by the Sponsors. (b) A Sponsor shall not be entitled to designate a member of the Coordination Committee if it ceases to hold at least 5% of the Shares. To the extent any Sponsor ceases to be entitled to designate a member of the Coordination Committee, the size of the Coordination Committee shall be deemed to automatically decrease accordingly and such designated member shall immediately cease to be a member of the Coordination Committee.

Coordination Committee. (a) The Sponsors shall create 9.1. As a coordination committee (means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems, which may arise from time to time in connection with the terms and, conditions of this Co-Tenancy Agreement, the parties hereto hereby establish a Coordination Committee) (which . 9.2. The Coordination Committee shall not consist of one representative from each Participant, who shall be a committee an officer of the Board) and shall maintain such committee until Participant, except in the earliest case of Salt River Project, in which case the following (the Coordination Committee Period): (i) the termination or expiration of this Agreement; (ii) the agreement in writing of the Sponsors to disband such committee; or (iii) such time as no more than one Sponsor beneficially owns any Shares. During the Coordination Committee Period, the Coordination Committee shall, to the extent provided by the Applicable Coordination Requirements, facilitate the coordination of any Sales of Shares by the Sponsors (including but not limited to any Sale of Shares pursuant to the provisions of Article 3 and Article 4), and the Sponsors shall cooperate with each other, as reasonably necessary, with respect to any such Sales. Each of the Sponsors representative shall be entitled to designate one member of either the Coordination CommitteeGeneral Manager or the General Manager’s designee. The procedures governing It shall be the conduct function and responsibility of the Coordination Committee to consider such matters as are herein specifically provided and the cooperative conduct required by the Sponsors (the Applicable Coordination Requirements) shall as may be established provided from time to time by the unanimous consent amendment of each or supplement to this Co-Tenancy Agreement 9.3. The Coordination Committee shall have no authority to modify any of the Sponsors who is entitled provisions of this Co-Tenancy Agreement. 9.4. Each Participant shall notify the other Participants promptly of the designation of its representative or representatives on the Coordination Committee and of any subsequent change in such designation. Any of the Participants may, by written notice to the other Participants, designate a an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular member of the Coordination CommitteeCommittee or to act on specified occasions or with respect to specified matters. 9.5. Notwithstanding anything herein to the contrary (but without limiting Any action or otherwise modifying the provisions determination of Article 3 or Article 4 of this Agreement or any Applicable Coordination Requirements that may apply from time to time), the Coordination Committee shall require the following vote: (a) With respect to actions or determinations that do not pertain to the Switchyard Facilities or Decommissioning: (i) The affirmative vote of the Participants owning at least 75% of the Net Effective Generating Capacity; and (ii) the affirmative vote of at least 60% of the individual Participants. For purposes of this Section 9.5(a)(ii) (or Sections 9.5(b)(i)(B) or 9.5(b)(ii)(B)) and any other provisions requiring the vote of a committee, for any two or more Participants where: (i) one of the Participants directly or indirectly controls the other Participant(s) or (ii) the Participants are under common control (e.g., subsidiaries or affiliates), such two or more Participants shall be permitted to block or otherwise prohibit or limit Sales of Shares by the Sponsorsdeemed one individual Participant and represent one individual vote. (b) A Sponsor With respect to actions or determinations that pertain to the Switchyard Facilities or Decommissioning: (i) For a matter pertaining to the Switchyard Facilities, the right to vote on a particular action or determination shall not be entitled based on a Participant’s ownership interest in that portion of the Switchyard Facilities that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants owning at least 75% of the ownership interest in such portion of the Switchyard Facilities and (B) the affirmative vote of at least 60% of such individual Participants; and (ii) For a matter pertaining to designate Decommissioning, the right to vote on a member particular action or determination shall be based on a Participant’s Decommissioning obligation as a Decommissioning Participant in that portion of the Decommissiong obligation that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants having at least 75% of Decommissioning obligation and (B) the affirmative vote of at least 60% of such individual Participants. 9.6. Notwithstanding Section 9.5, any actions or determinations of the Coordination Committee if it ceases related to hold at least 5% the matters set forth below shall require the unanimous vote of the Shares. To Participants: (a) Any change in a Participant’s share of Net Effective Generating Capacity or energy, or ancillary services therefrom, except as provided in Section 20.2, or increase of a Participant’s share of the extent any Sponsor ceases to be entitled to designate operating expenses or capital expenditures of the Four Corners Project; (b) Except as set forth in Section 9.9, approval of a member Capital Improvement with an estimated cost, at the time of consideration by the Coordination Committee, in excess of $200,000,000, as adjusted for increases or decreases in the size Consumer Price Index occurring after July 16, 2016; or (c) A decision to rebuild Xxxx 0 or Unit 5 of the Four Corners Project if all or substantially all of Unit 4 or Unit 5 is destroyed or damaged. 9.7. For purposes of Section 9, a “Capital Improvement” shall have the meaning set forth in Section 5.5(a), but also mean a singular project for which the total aggregate cost, which may include multiple purchase orders and multiple contractors, exceeds $200,000,000.00. In the event a Capital Project involves Unit 4 or Unit 5, each unit shall be treated separately and the $200,000,000 amount shall apply per unit and not be aggregated. 9.8. In no event may the Operating Agent, as that term is defined in the Operating Agreement, claim that a Capital Improvement meeting the definitions set forth in Section 5.5(a) and Section 9.7, is necessary to operate the Four Corners Project in accordance with Prudent Utility Practice, as provided for in Section 14.4 of the Operating Agreement. 9.9. Beginning on July 6, 2016, Section 9.6(b) shall not apply to the installation of selective catalytic reduction equipment on either Unit 4 or Unit 5, as required by federal law (“SCR Projects”) and SCR Projects shall be subject to the voting requirements of Section 9.5. 9.10. In the event that the Coordination Committee does not approve a Capital Project subject to the voting requirements of Section 9.6(b), the Participant(s) that voted against the Capital Project shall work in good faith with the Participants that voted in favor of the Capital Project, in order to assure the continued operation of the Four Corners Project, including commercially reasonable efforts by the Participants that voted against the Capital Improvements Project to sell their interests in the Four Corners Project. If the Participants cannot agree on a sale or transfer of their respective rights, titles and interests to the Four Corners Project, pursuant to Section 13, the Participants agree that each of them shall have the right to seek equitable relief, without being subject to the dispute resolution requirements of Section 19. 9.11. In the event one or more Participants abstains from a vote governed by Section 9.5, does not participate in consideration of a particular matter, notwithstanding the opportunity to do so, or is not entitled to vote pursuant to Section 20.2 of this Co-Tenancy Agreement, actions or determinations brought before the Coordination Committee shall require the affirmative vote of: (a) the Participants owning at least 75% of the remaining Net Effective Generating Capacity (after subtracting the percentage of Net Effective Generating Capacity owned by the abstaining, non-participating, or defaulting Participant(s) and except as provided in (c) below); (b) at least 60% of the individual Participants that are voting; and (c) with respect to actions or determination that pertain to the Switchyard Facilities or Decommissioning. (i) For a matter pertaining to the Switchyard Facilities, the right to vote on a particular action or determination shall be deemed based on a Participant’s ownership interest in that portion of the Switchyard Facilities that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants owning at least 75%. of the remaining ownership interest in such portion of the Switchyard Facilities and (B) the affirmative vote of at least 60% of such individual Participants that are voting. (ii) For a matter pertaining to automatically decrease accordingly Decommissioning, the right to vote on a particular action or determination shall be based on a Participant’s Decommissioning obligation as a Decommissioning Participant in that portion of the Decommissiong obligation that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants having at least 75% of the remaining Decommissioning obligation and (B) the affirmative vote of at least 60% of such designated member individual Participants that are voting. 9.12. In the event one or more Participants abstains from or does not participate in a vote governed by Section 9.6, or cannot vote as a result of a default, actions or determinations brought before the Coordination Committee shall immediately cease require the unanimous affirmative vote of the voting Participants. 9.13. A Participant shall abstain from voting on any matter if the Participant has a conflict of interest with respect to that matter. 9.14. Each Participant shall advise the Coordination Committee if the Participant has a conflict of interest with respect to any matter being considered by the Coordination Committee, provided that the failure of a Participant to advise the Coordination Committee of a conflict of interest shall not relieve that Participant of its obligation to abstain from voting on the matter. A conflict of interest shall include matters relating to the new uses of land or other property rights for the Four Corners Project and contracts or other agreements to provide goods or services (other than the services provided by the Operating Agent), including fuel, to the Four Corners Project, where such Participant or such Participant’s parent or an affiliate of such Participant is the counterparty to such contract or agreement. The determination of whether a conflict of interest exists shall be a member of made by the Coordination Committee. 9.15. For the avoidance of doubt, in the event of matters involving directly or indirectly the permanent shutdown of the operations of the Four Corners Project and/or the termination of the 2016 Four Corners Coal Supply Agreement, as amended and including the 2025 Four Corners Coal Supply Agreement (the “CSA”), NTEC affirmatively agrees and acknowledges that it will or may have a conflict of interest in such matter(s), and expressly agrees that neither NTEC, nor any successor in interest or assignee (whether pursuant to Section 12 or otherwise): (i) shall oppose or object to such matter(s) or (ii) shall have any vote as to such matter(s). This provision overrides and supersedes anything contrary to, or directly or indirectly inconsistent with, this provision in the Project Agreements, the CSA, or any other related documents.