Common use of Other Price Adjustments Clause in Contracts

Other Price Adjustments. 3.3.1 The Parties recognize that legislative, regulatory, administrative or other governmental bodies or the courts may impose new laws, rules or regulations, amend existing laws, rules or regulations, or reinterpret existing laws, rules or regulations, including, without limitation, procedural instruction letters issued by MSHA after June 2, 2014 (the “Initial Price Date”), or as applicable, after the date of determination of a Market Adjusted Base Price (such new laws, amendments or reinterpretations, a “Change in Law”), that may increase Seller’s cost of mining coal from the Mines. Without limiting the generality of the foregoing, the implementation after the Initial Price Date of MSHA rule 79 FR 24813 “Lowering Miners’ Exposure to Respirable Coal Mine Dust, Including Continuous Personal Dust Monitors” as adopted on May 1, 2014, shall be deemed to be a Change in Law for purposes of this Agreement, notwithstanding the adoption of such rules prior to the Initial Price Date. A Change in Law shall not in any event include any change in Governmental Impositions (as defined below). (a) If a Change in Law that affects Seller’s cost of mining occurs after the Initial Price Date, or as applicable, after the date that a Market Adjusted Base Price is determined, Seller shall give notice to Buyer indicating the related increase in the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) and shall provide to Buyer reasonable documentation of the proposed increase in the Base Price. (b) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is less than or equal to [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) shall be adjusted as of the effective date of such Change in Law by an amount equal to the proposed increase, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. (c) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is greater than [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), then, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase, (i) the then-current Base Price shall be increased as of the effective date of such Change in Law to an amount equal to [**] of the initial Base Price in the three (3) year period in which such increase occurs, excluding the annual escalation pursuant to Section 3.1.2, and (ii) if applicable, the relevant Market Adjusted Base Price shall be adjusted by an amount equal to [**] of the relevant Market Adjusted Base Price. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.2 (d) Except to the extent described in Section 3.3.1(c), no adjustments to the then-current Base Price (or the Market Adjusted Base Price, as applicable) shall be made with respect to Seller’s increased costs for mining that have already been applied to the then-current Base Price or that have been taken into account and quantified during negotiations to determine a Market Adjusted Base Price pursuant to Section 3.4.

Other Price Adjustments. 3.3.1 The Parties recognize that legislative, regulatory, administrative or other governmental bodies or the courts may impose new laws, rules or regulations, amend existing laws, rules or regulations, or reinterpret existing laws, rules or regulations, including, without limitation, procedural instruction letters issued by MSHA after June 2, 2014 (the “Initial Price Date”), or as applicable, after the date of determination of a Market Adjusted Base Price (such new laws, amendments or reinterpretations, a “Change in Law”), that may increase Seller’s cost of mining coal from the Mines. Without limiting the generality of the foregoing, the implementation after the Initial Price Date of MSHA rule 79 FR 24813 “Lowering Miners’ Exposure to Respirable Coal Mine Dust, Including Continuous Personal Dust Monitors” as adopted on May 1, 2014, shall be deemed to be a Change in Law for purposes of this Agreement, notwithstanding the adoption of such rules prior to the Initial Price Date. A Change in Law shall not in any event include any change in Governmental Impositions (as defined below). (a) If a Change in Law that affects Seller’s cost of mining occurs after the Initial Price Date, or as applicable, after the date that a Market Adjusted Base Price is determined, Seller shall give notice to Buyer indicating the related increase in the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) and shall provide to Buyer reasonable documentation of the proposed increase in the Base Price. (b) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is less than or equal to [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) shall be adjusted as of the effective date of such Change in Law by an amount equal to the proposed increase, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. (c) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is greater than [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), then, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase, (i) the then-current Base Price shall be increased as of the effective date of such Change in Law to an amount equal to [**] of the initial Base Price in the three (3) year period in which such increase occurs, excluding the annual escalation pursuant to Section 3.1.2, and (ii) if applicable, the relevant Market Adjusted Base Price shall be adjusted by an amount equal to [**] of the relevant Market Adjusted Base Price. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.2. (d) Except to the extent described in Section 3.3.1(c), no adjustments to the then-current Base Price (or the Market Adjusted Base Price, as applicable) shall be made with respect to Seller’s increased costs for mining that have already been applied to the then-current Base Price or that have been taken into account and quantified during negotiations to determine a Market Adjusted Base Price pursuant to Section 3.4.. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.3

Other Price Adjustments. \ 3.3.1 The Parties recognize that legislative, regulatory, administrative or other governmental bodies or the courts may impose new laws, rules or regulations, amend existing laws, rules or regulations, or reinterpret existing laws, rules or regulations, including, without limitation, procedural instruction letters issued by MSHA after June 2, 2014 (the “Initial Price Date”), or as applicable, after the date of determination of a Market Adjusted Base Price (such new laws, amendments or reinterpretations, a “Change in Law”), that may increase Seller’s cost of mining coal from the Mines. Without limiting the generality of the foregoing, the implementation after the Initial Price Date of MSHA rule 79 FR 24813 “Lowering Miners’ Exposure to Respirable Coal Mine Dust, Including Continuous Personal Dust Monitors” as adopted on May 1, 2014, shall be deemed to be a Change in Law for purposes of this Agreement, notwithstanding the adoption of such rules prior to the Initial Price Date. A Change in Law shall not in any event include any change in Governmental Impositions (as defined below). (a) If a Change in Law that affects Seller’s cost of mining occurs after the Initial Price Date, or as applicable, after the date that a Market Adjusted Base Price is determined, Seller shall give notice to Buyer indicating the related increase in the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) and shall provide to Buyer reasonable documentation of the proposed increase in the Base Price. (b) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is less than or equal to [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) shall be adjusted as of the effective date of such Change in Law by an amount equal to the proposed increase, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. (c) If the proposed increase in the Base Price (or the relevant Market Adjusted Base Price, as applicable) is greater than [**] of the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable), then, subject to Buyer’s right to dispute in good faith the existence of a Change in Law or the amount of the proposed price increase, (i) the then-current Base Price shall be increased as of the effective date of such Change in Law to an amount equal to [**] of the initial Base Price in the three (3) year period in which such increase occurs, excluding the annual escalation pursuant to Section 3.1.2, and (ii) if applicable, the relevant Market Adjusted Base Price shall be adjusted by an amount equal to [**] of the relevant Market Adjusted Base Price. Accordingly, the adjustment to the then-current Base Price (or the relevant Market Adjusted Base Price, as applicable) pursuant to this Section 3.3.1 may be applied retroactively. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.2. (d) Except to the extent described in Section 3.3.1(c), no adjustments to the then-current Base Price (or the Market Adjusted Base Price, as applicable) shall be made with respect to Seller’s increased costs for mining that have already been applied to the then-current Base Price or that have been taken into account and quantified during negotiations to determine a Market Adjusted Base Price pursuant to Section 3.4.. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.4