FACSIMILE
OR EMAIL OR TELEPHONE PRIOR TO THE DATE SUCH MEETING IS TO BE HELD.
MEMBERS OF
THE FINANCE AND OPERATING COMMITTEE AND ALTERNATE MEMBERS MAY PARTICIPATE IN THE
FINANCE AND OPERATING COMMITTEE'S MEETINGS THROUGH TELEPHONE CONFERENCE CALLS,
VIDEOCONFERENCES, OR ANY OTHER TECHNOLOGICAL MEANS AVAILABLE.
THE FINANCE AND
OPERATING COMMITTEE CHAIRMAN SHALL CAUSE MINUTES OF SUCH MEETINGS TO BE RECORDED
AND ENTERED INTO THE RECORDS OF MSC.
(D)
COMPENSATION.
ALL MEMBERS OF THE FINANCE AND OPERATING COMMITTEE
AND ALTERNATE MEMBERS SHALL SERVE WITHOUT REMUNERATION BY MSC, BUT SHALL BE
REIMBURSED BY MSC FOR ALL REASONABLE OUT-OF-POCKET, TRAVEL, LODGING, FOOD, AND
INCIDENTAL EXPENSES INCURRED THEREBY IN CONNECTION WITH THEIR ATTENDANCE AT ANY
FINANCE AND OPERATING COMMITTEE MEETINGS.
(E)
SCOPE AND FUNCTION.
THE FINANCE AND OPERATING COMMITTEE SHALL
SERVE AN INFORMATIONAL AND ADVISORY FUNCTION, AND AS SUCH, SHALL HAVE NO POWER
OR AUTHORITY TO BIND MSC OR ACT ON ITS BEHALF INSOFAR AS THIRD PARTIES ARE
CONCERNED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE II, IF A
SIGNIFICANT OPERATIONAL MATTER HAS BEEN APPROVED IN WRITING BY AT LEAST TWO
MEMBERS OF THE FINANCE AND OPERATING COMMITTEE IN ACCORDANCE WITH SECTION
2.7(B), AND THE ESTATUTOS OR APPLICABLE LAW REQUIRES THAT SUCH SIGNIFICANT
OPERATIONAL MATTER ALSO BE APPROVED BY THE GENERAL SHAREHOLDERS MEETING OR THE
BOARD, THEN EACH SHAREHOLDER SHALL VOTE ITS SHARES OR, AS APPLICABLE, CAUSE ANY
DIRECTOR IT NOMINATED TO VOTE, IN FAVOR OF SUCH SIGNIFICANT OPERATIONAL MATTER.
ARTICLE III
PROGRAM AND BUDGETS
SECTION 3.1
INITIAL PROGRAM AND BUDGET.
THE DEVELOPMENT PLAN IS THE
INITIAL PROGRAM AND BUDGET AND HAS BEEN APPROVED BY THE BOARD (AS CONSTITUTED
PRIOR TO THE DATE HEREOF).
THE INITIAL PROGRAM AND BUDGET MAY BE AMENDED,
MODIFIED, AND REVISED FROM TIME TO TIME SUBJECT TO APPROVAL BY THE BOARD,
INCLUDING, IF THEN REQUIRED, APPROVAL BY THE BOARD IN ACCORDANCE WITH SECTION
2.3(A)(IV).
SECTION 3.2
ANNUAL PROGRAM AND BUDGET.
FOR EACH CALENDAR YEAR
BEGINNING FROM AND AFTER THE CALENDAR YEAR IN WHICH THE COMMERCIAL OPERATIONS
DATE FALLS, AT LEAST 60 DAYS PRIOR TO THE END OF THAT YEAR, A PROGRAM AND BUDGET
SHALL BE PREPARED BY MSC'S MANAGEMENT, AS DIRECTED
42
BY THE BOARD.
UNLESS DIRECTED OTHERWISE BY THE BOARD, EACH SUCH PROPOSED
PROGRAM AND BUDGET SHALL COVER A FIVE-YEAR PERIOD, WITH THE PART OF THE PROGRAM
AND BUDGET RELATED TO THE FIRST YEAR BEING SUBSTANTIALLY IN THE FORM AND HAVING
SUBSTANTIALLY THE SAME DEGREE OF DETAIL AS THE DEVELOPMENT PLAN, WITH SUCH
CHANGES AS MSC'S MANAGEMENT DETERMINES ARE THEN APPROPRIATE CONSIDERING THE
STAGE OF OPERATION AND DEVELOPMENT OF THE PROJECT.
ONCE PREPARED, SUCH PROPOSED
PROGRAM AND BUDGET SHALL BE DELIVERED TO EACH OF THE DIRECTORS, AND THE CHAIRMAN
SHALL CALL A REGULAR OR SPECIAL MEETING OF THE BOARD IN ACCORDANCE WITH SECTION
2.2(E) TO REVIEW, DISCUSS, AND VOTE ON SUCH PROPOSED PROGRAM AND BUDGET, WHICH
MEETING SHALL IN NO EVENT BE HELD EARLIER THAN 15 DAYS AFTER THE DELIVERY OF
SUCH PROPOSED PROGRAM AND BUDGET TO THE SUMITOMO DIRECTOR(S), IF ANY.
DURING
THE TIME BETWEEN THE