“Budget” means, for the Borrower and its Subsidiaries on a consolidated basis, forecasted; # balance sheets; # profit and loss statements; # cash flow statements; # operating budget; and # capital budget, all prepared on a consistent basis with the Borrower’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions. The Budget represents and will represent as of the date thereof the good faith estimate of the Borrower and its senior management concerning the most probable course of its business.

for the partial year commencing on the date hereof and for each Fiscal Year thereafter, by no later than forty-five (45) days prior to the commencement of such period or Fiscal Year, an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property, including cash flow projections for such Fiscal Year and all proposed capital replacements and improvements, which such budget shall # until the occurrence and continuance of a Trigger Period, be provided to [[Lender:Organization]] for informational purposes and # after the occurrence and during the continuance of a Trigger Period not take effect until approved by [[Lender:Organization]] (after such approval has been given in writing, such approved budget shall be referred to herein as the “Approved Annual Budget”). Until such time that [[Lender:Organization]] approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply (or, if none, the prior year’s annual operating statement shall be deemed the Approved Annual Budget for up to 45 days, during which [[Borrower:Organization]] shall prepare a budget for [[Lender:Organization]]’s approval), adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses; and

A promotional budget.

Section # Budget Reallocations.

within 90 days following the end of each full fiscal year, a consolidated annual budget for such fiscal year in the form customarily prepared by the Borrower Representative (the “Budget”);

Initial Work Program and Budget and, # in all other cases, shall not exceed for any Calendar Year five percent (5%) of the total annual Work Program and Budget in question.

Budgeted Expenditures. Each Budget approved by Newco and then in effect shall constitute authorization for Crestwood Midstream to incur the costs contained in such Budget. During any period covered by any Budget, Crestwood Midstream # shall not authorize any expenditures if, at the time of such authorization, such expenditures would be reasonably expected to cause the total expenditures during the period covered by the Budget to be in excess of 110% of the total amount of such Budget, unless such expenditures are approved in writing by Newco or are Extraordinary Expenditures; provided that Crestwood Midstream shall not have any liability or otherwise be in breach hereunder for any failure by Crestwood Midstream to authorize any such excess expenditures (other than Extraordinary Expenditures) that Newco declines to approve in writing to the extent that Crestwood notifies Newco of the potential for such liability or breach in connection with seeking Newco’s approval for the excess expenditures (other than Extraordinary Expenditures), and # shall promptly report to Newco in writing any anticipated deviation from any Budget by an aggregate amount of more than ten percent (10%). No less than frequently than quarterly with respect to the Annual Budget, and no less frequently than monthly with respect to any capital project Budget in excess of $5,000,000, Newco and Crestwood Midstream shall review together such Budget for planning purposes and for comparison with actual results.

The Parties agree to implement the Work Program and Budget for the period from the Effective Date until the end of the current period under the PSC attached as [Exhibit C] to this Agreement (the Initial Work Program and Budget). Any subsequent Work Program and Budget prepared during the Exploration Period shall be in a format substantially similar to the Initial Work Program and Budget; and prepared, approved and revised, as applicable, in accordance with, and pursuant to, the other applicable provisions of this Agreement.

Exhibit # AGGE Cost Budget

Exhibit # – Initial Annual Budget