Common use of Suspension and Termination Clause in Contracts

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If In the coal sold hereunder fails event that any sum is not paid by the Client to meet one (1) the Building Control Approver in accordance with clause 4 the Building Control Approver shall be entitled to: Suspend performance of all or more any part of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable Services by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon giving not less than 7 days’ notice confirmed in writing to the Client; and/or Terminate this Contract immediately by notice in the event the Client has not paid any sums due and sent outstanding to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcarsthe Building Control Approver in accordance with clause 4 within 30 days of written notice from the Building Control Approver requiring such sums to be paid. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer The Client may terminate this Agreement Contract forthwith by giving written notice to the Building Control Approver if: The Building Control Approver is in material breach of such termination at its obligations under this Contract and has failed to remedy the end breach within 28 days of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up Client notifying the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any Building Control Approver of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months same; or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer The Building Control Approver becomes Insolvent. The Building Control Approver may terminate this Agreement Contract forthwith by written notice to the Client if: The Client is in breach of its obligations under this Contract and exercise all has failed to remedy the breach within 28 days of the Building Control Approver notifying the Client of the same; The Building Control Approver is prevented or impeded in performing the Services as a result of (i) Force Majeure and/or (ii) any changes and/or amendments to laws, orders, rules, regulations, codes of practice and/or decisions of a government body (including any changes required as a result of and/or in relation to the Building Regulations, the Building Act and the Building Safety Act); The Client becomes Insolvent; The Building Control Approver reasonably believes that it will not be in a position to issue a Final Certificate; The Building Control Approver considers that there is a conflict between its other rights obligations under this Contract and remedies the Statutory Functions; The Building Control Approver considers that it is necessary to cancel the Initial Notice under applicable law and Section 52(1) of the Building Act; The Building Control Approver is unable to maintain professional indemnity insurance and/or public liability insurance in equity for Selleraccordance with clause 6.1; The BSR suspends, terminates or places restrictions on the Building Control Approver’s breachregistration which prevent the Building Control Approver from carrying out the Services or from undertaking any Additional Work instructed pursuant to clause 4.5; and/or The Project constitutes or involves HRB Work.

Suspension and Termination. If the coal sold 6.1 Buyer may, at its option, immediately suspend deliveries hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by until such time as Seller can provide Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer 's Agent with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances satisfactory to Buyer’s reasonable satisfaction, shipments 's Agent that Seller will fully perform its obligations hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, if: 6.1.1 The coal delivered fails to meet any of the Guaranteed Monthly Weighted Averages quality specifications or ratios set forth in Article 3.0 on a composite "as-received" basis averaged over each Sample Period for two (2) Sample Periods (consecutive or otherwise) during any one two (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (62) month period, then or 6.1.2 The coal delivered on any two days (consecutive or otherwise) during any Sample Period exceeds by 10% or more the maximum permitted ratios for sulfur and/or ash content set forth in Article 3.0, or 6.1.3 The quantity of coal delivered during any two consecutive calendar months does not approximate, other than by reason of force majeure, the delivery schedule mutually agreed to by Buyer's Agent and Seller as provided in Section 2.1. 6.2 Should inventories of coal at the Station or other applicable destination, in the judgment of Buyer's Agent, increase beyond desired levels, Buyer may reduce or suspend scheduled deliveries until such time as inventories return to acceptable levels, provided Seller is given an opportunity to make up deliveries within the following calendar year, subject to the limitation set forth in Section 2. 1. Subject to Buyer's obligations under contracts in existence on the date hereof, Buyer shall reduce or suspend spot purchases before reducing or suspending scheduled deliveries by Seller under this Section 6.2, and shall reduce or suspend deliveries by Seller under this Section 6.2 proportionally with all other suppliers of coal to the Station based on Seller's and such other suppliers' respective tonnage commitments. 6.3 If within ten (10) calendar days of suspension Seller does not provide assurances, in writing, reasonably satisfactory to Buyer's Agent that it will fully perform its obligations hereunder, or if Seller fails to meet either the required specification criteria or delivery schedule at any time during the next thirty-day delivery period after Buyer's Agent's authorization to resume deliveries (except for de minimus noncompliance), Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law Agreement. * CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND UNDERSCORES DENOTE SUCH OMISSIONS. 6.4 During periods of suspension pursuant to Section 6.1, Buyer shall have the right to buy replacement coal of similar quality and in equity such quantities (not exceeding the suspended quantities) as Buyer deems necessary to maintain operations and desired levels of inventories, and Seller shall be responsible for Seller’s breachall additional costs Incurred by Buyer associated therewith. 6.5 Except as provided in Section 6.2, tonnage deficiencies in any calendar year resulting from any suspension of deliveries may, at Buyer's option, be deducted from the Annual Base Amount for such calendar year.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.16. 1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1a) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month periodBuyer may, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mailwriting, suspend future shipments except shipments already loaded into barges, and/or railcars. if sampling and analysis pursuant to Section 5.2 of this Agreement indicates that a shipment of coal fails to meet any of the specifications in Section 4.1 and in Exhibit A. Seller shall, within ten (10) 15 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1such specifications. If Seller fails to provide such assurances within said ten (l0) 15 day period, or provides such assurance but does not correct the violation(s) prior to the next scheduled shipment after giving such assurance, Buyer may on 15 days notice, terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for without any one (1) period by Buyer shall not constitute a waiver for subsequent periodscost or penalty to Buyer. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at by Seller, with Buyer’s sole option. If Buyer elects to not make up the shipments's approval, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspensionin accordance with a mutually agreed schedule. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipmentshipments. (b) Notwithstanding any other provisions of this Agreement, if the coal specifications set forth in Exhibit A are adjusted at any time due to new or revised applicable laws, rules or regulations, Seller and Buyer agree to enter into negotiations in good faith to arrive at a mutually agreeable price adjustment under which Seller can continue to supply coal that conforms with such new laws, rules or regulations and meets the adjusted specifications. The parties shall also negotiate an agreement as to any necessary lead time to permit the receipt and delivery of coal conforming to the new specifications. If Sellermutually agreeable terms cannot be negotiated, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any either party may on not less than thirty (30) day period during such six (6) month perioddays' notice, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breachAgreement.

Suspension and Termination. If 14.1 Without prejudice to the coal sold hereunder fails to meet one (1) other provisions of this clause 14, Network Rail may suspend all or more part of the Guaranteed Monthly Weighted Averages set forth Works (acting reasonably) with immediate effect to the extent required in §6.1 for order to prevent, address, alleviate or comply with (as applicable) a Network Operation Issue. Network Rail shall notify the Customer of any such suspension as soon as reasonably practicable. Such notification shall contain such relevant information relating to the suspension as is available, including an estimate of the period of suspension and the effect on the Completion Date, the Liquidated Damages Payment Date and the Project. Network Rail shall promptly provide the Customer with any further information it receives or becomes aware of which relates to the suspension and provide an update on the estimate of its duration. The Parties shall meet within five (5) Working Days to discuss how to address the circumstances which have given rise to such suspension. Network Rail shall notify the Customer as soon as practicable (and in any event within two (2) months Working Days) once it is established that the performance of its affected obligations can be resumed and shall resume such performance to the extent that it can do so (performance to continue on the terms existing immediately prior to the suspension). Upon resumption of the Works, the Completion Date and the Liquidated Damages Payment Date will be adjusted to reflect the period of suspension. 14.2 If the Customer is in a six (6) month perioddefault over payments of amounts properly due to Network Rail, and no notice of intention to withhold such amounts has been given pursuant to clause 10.3, Network Rail may suspend performance of any or if all of the affected Works subject to Network Rail first giving the Customer not less than five (5) barge shipments Working Days' notice of such intention and stating the grounds for suspension. Such right to suspend performance shall cease once the Customer makes payment of the amount due. Upon resumption of the Works, the Completion Date and the Liquidated Damages Payment Date will be adjusted to reflect the period of suspension. 14.3 Either Party may by written notice terminate this Agreement with immediate effect if: (a) the other Party commits any persistent or material breach of this Agreement (which shall include any failure to pay an amount of at least £10,000 which is due to the other Party) and, in the case of a thirty (30) day period are rejectable by Buyerbreach which is capable of remedy, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent fails to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, remedy that breach within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Working Days (or such longer period as the terminating Party may specify) after receipt of coal a written notice giving full particulars of the breach and requiring it to be remedied; or (b) the other Party becomes Insolvent. 14.4 If: (a) none of the infrastructure outputs specified in the Works Requirements has been delivered by the Completion Date; and (b) the delay has not arisen due to the negligence or breach of the Customer; the Customer may give notice to Network Rail of its intention to terminate this Agreement (which notice shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1include reference to this clause 14.4). If Seller fails arrangements to provide such assurances address the delay are not proposed by Network Rail within said ten twenty (l020) day periodWorking Days which are satisfactory to the Customer (acting reasonably), Buyer the Customer may terminate this Agreement with immediate effect by further notice in writing to Network Rail. 14.5 The Customer may in any event terminate this Agreement by giving three months' written notice to Network Rail if: (a) the latest estimated duration of such termination the Works results in the likelihood of the Works not being completed by a date [xx calendar days/weeks/months/years]25 after the Completion Date revised in accordance with clause 6 (other than clause 6.7); or (b) the latest Estimated Project Costs are more than 25% greater than the Estimated Project Costs as at the Commencement Date revised in accordance with clause 6 (other than clause 6.7). 14.6 Upon issue or receipt of any notice of termination, Network Rail shall: (a) reduce the expenditure under this Agreement as rapidly as possible; (b) take immediate steps to bring an end to the performance of the ten Services and the Works in an orderly manner; and (10c) day period. A waiver pass to the Customer a complete set of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfactiondocuments, shipments hereunder shall resume manuals or other information which the Customer may require in connection with the Project and any tonnage deficiencies resulting from suspension may be made up which at Buyer’s sole option. If Buyer elects to not make up the shipments, time of termination are in the Base Quantity shall be reduced to reflect possession or under the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance control of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breachNetwork Rail.

Suspension and Termination. If (a) the coal sold hereunder during a month fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 for any two (2) months Delivery Months in a six (6) month period, or if (b) five (5) barge shipments Shipments in a thirty (30) day period are rejectable by Buyer, or (c) Buyer receives at its generating station(s) two (2) rail shipments Shipments which are rejectable in any thirty (30) day period by Buyerperiod, then Buyer may upon notice (which need not comply with Section 11) confirmed in writing and sent to Seller by certified mailin accordance with Section 11, suspend future shipments Shipments of coal hereunder, except shipments for coal already loaded into barges, barges and/or railcarsrailcars at the time notice is given. Seller shall, within ten (10) daysdays of such notice, provide Buyer with reasonable assurances that subsequent monthly deliveries future Shipments of coal shall will meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 and that the source will exceed be of a quality superior to the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentshipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty one (301) day period Delivery Month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, IUK may suspend with immediate effect, access by the coal sold hereunder Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by IUK to make payment; (b) the Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by IUK to do so; (c) the Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the Shipper in Clause 4 is untrue or misleading; (e) the Shipper does not satisfy or ceases to satisfy the Credit Criteria; or (f) the Credit Support Provider in respect of a Shipper ceases to be acceptable to IUK pursuant to Clause 3.2 (a) or more fails to comply with any obligation under Acceptable Credit Support. Where a Shipper’s access is suspended: (a) such Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) IUK may include all or part of the Guaranteed Monthly Weighted Averages set forth Registered Capacity of the suspended Shipper as Offered Capacity in §6.1 for an Allocation Mechanism as provided under paragraph 6.4 of Section B of the IUK Access Code; (c) such Shipper shall remain liable to pay IUK all Capacity Charges and other amounts which are due and payable to IUK and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where IUK exercises its right to draw on credit support provided in respect of the suspended Shipper to satisfy payment of all such amounts); (d) IUK shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended Shipper, including in respect of the suspended Shipper’s Registered Capacity that IUK re-allocates to another Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where IUK is satisfied that the circumstances leading to suspension of the Shipper cease to exist, the suspension of the Shipper’s access to the Transportation Services shall cease and IUK shall: (a) (unless the Shipper owes any amounts to IUK) apply any rebates and any payments owing from IUK to the Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the IUK Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such Shipper and IUK shall pay any balance that remains after such set-off to the Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the Shipper has been re-allocated to another Shipper, the Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.2(h) or Clause 5.1(b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the Shipper’s access has been suspended by IUK under clause 7.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet suspension; (b) the Shipper’s access has been suspended by IUK under clause 7.1(b) or exceed (c) and the Guaranteed Monthly Weighted Averages set forth in §6.1 and that Shipper has not remedied the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver Business Days after the date of this right for any one suspension; (1c) period the Shipper’s access has been suspended by Buyer shall IUK under clause 7.1(d), (e) or (f) and the Shipper has not constitute a waiver for subsequent periods. If Seller after providing such assurances remedied the event or circumstance giving rise to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.five

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the same applicable Guaranteed Monthly Weighted Averages Average specification set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable for any Rejection Limits specification set forth in §6.1 in any thirty (30) day period by Buyerperiod, then Buyer may upon telephone or e- mail notice to Seller, and subsequently confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcarsloaded. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source coal will exceed meet or be of a quality superior to the rejection limits set forth in §6.1limits. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodperiod and exercise all rights and remedies it may have hereunder, at law or at equity. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, 's assurances or delay the resumption of shipmentshipments. If Seller, after giving such assurances, fails to meet any of the same Guaranteed Monthly Weighted Averages Average specification set forth in §6.1 which gave rise to Buyer’s right of suspension for any one one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any in a thirty (30) day period are rejectable for the same applicable Rejection Limits specification set forth in §6.1 which gave rise to Buyer's right of suspension during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach. If Buyer refrains from terminating this Agreement as a result of one or more non- confirming shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, Interconnector may suspend with immediate effect, access by the coal sold hereunder Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by Interconnector to make payment; (b) the Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by Interconnector to do so; (c) the Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the Shipper in Clause 4 is untrue or misleading; (e) the Shipper does not satisfy or ceases to satisfy the Credit Criteria; or (f) the Credit Support Provider in respect of a Shipper ceases to be acceptable to Interconnector pursuant to Clause 3.2 (a) or more fails to comply with any obligation under Acceptable Credit Support. Where a Shipper’s access is suspended: (a) such Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) Interconnector may include all or part of the Guaranteed Monthly Weighted Averages set forth Registered Capacity of the suspended Shipper as Offered Capacity in §6.1 for an Allocation Mechanism as provided under paragraph 6.4 of Section B of the Interconnector Access Code; (c) such Shipper shall remain liable to pay Interconnector all Capacity Charges and other amounts which are due and payable to Interconnector and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where Interconnector exercises its right to draw on credit support provided in respect of the suspended Shipper to satisfy payment of all such amounts); (d) Interconnector shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended Shipper, including in respect of the suspended Shipper’s Registered Capacity that Interconnector re-allocates to another Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where Interconnector is satisfied that the circumstances leading to suspension of the Shipper cease to exist, the suspension of the Shipper’s access to the Transportation Services shall cease and Interconnector shall: (a) (unless the Shipper owes any amounts to Interconnector) apply any rebates and any payments owing from Interconnector to the Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the Interconnector Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such Shipper and Interconnector shall pay any balance that remains after such set-off to the Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the Shipper has been re-allocated to another Shipper, the Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.2(h) or Clause 512.1(b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the Shipper’s access has been suspended by Interconnector under clause 67.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet suspension; (b) the Shipper’s access has been suspended by Interconnector under clause 76.1(b) or exceed (c) and the Guaranteed Monthly Weighted Averages set forth in §6.1 and that Shipper has not remedied the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodBusiness Days after the date of suspension; (c) the Shipper’s access has been suspended by Interconnector under clause 67.1(d), (e) or (f) and the Shipper has not remedied the event or circumstance giving rise to suspension within five (5) Business Days after the date of suspension; and there is no evidence that the Shipper intends to remedy or shall remedy the event or circumstance giving rise to suspension within the required period or the event or circumstance is incapable of remedy, Interconnector shall terminate this Agreement and all (and not some) outstanding Capacity Transactions of the Shipper under this Agreement by written notice to the Shipper. A waiver The notice of termination shall specify the reason for termination and designate a date of termination that will be no later than twenty (20) days after the date on which notice is given. Where Interconnector has terminated this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume Agreement with the Shipper and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up all outstanding Capacity Transactions with the shipmentsShipper under this Agreement under Clause 76.4 or 76.5, the Base Quantity Shipper shall cease to be entitled to its Registered Capacity and access to the Transportation Services and Interconnector shall calculate an amount equal to the sum of: (a) all amounts due and payable that are unpaid by the Shipper at the date of termination, including in respect of the events or circumstances leading to such termination and under any indemnities in this Agreement; and (b) all of the Monthly Charges that would have been payable by the Shipper in respect of its Registered Capacity for all Capacity Period(s) from the date of termination up to a maximum of ten (10) Gas Years after the date of termination; (the “Termination Amount”) which shall become immediately due and shall be reduced payable on a date Interconnector specifies. Payment of such Termination Amount shall constitute full and final satisfaction of a Shipper’s obligations and liabilities under this Agreement. Where Interconnector subsequent to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails termination makes available and allocates to meet any of the Guaranteed Monthly Weighted Averages for any one (1other Shipper(s) month within the next six (6) months or if three (3) barge shipments Months after the date of termination Capacity that was registered to the terminated Shipper in accordance with paragraph 1.2 of Section B of the Interconnector Access Code and Interconnector receives payment of Capacity Charges from such Shipper(s) in respect of such Capacity, the Termination Amount shall be reduced by the amount of Capacity Charges IUKInterconnector shall rebate to the terminated Shipper sums receiveds by Interconnector in respect of such resold Capacity. The total amount of any rebate payable by Interconnector to a terminated Shipper under this Clause 6.6 shall not exceed the Termination Amount. This Agreement may be terminated by a Shipper, upon such Shipper giving at least ten (10) days’ notice in writing of such termination to Interconnector, subject to: (a) the relevant Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (b) there being no outstanding or accrued obligations or liabilities of the relevant Shipper in respect of Registered Capacity it holds on or before the date of termination; and (c) there being no obligations or liabilities of the relevant Shipper falling due after the date of termination in respect of Registered Capacity it holds on or before the date of termination other than in respect of the Monthly Administration Fee payable for the Month in which such termination occurs. Having regard to Interconnector’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available and its obligation to act in a manner to ensure that it always has available such resources to properly and efficiently participate in the operation of the Pipeline (under Standard Licence Condition 19(1) of the Interconnector Licence): if one at any time, after having considered all reasonable solutions, Interconnector decides it is unable economically to provide the Registered Capacity allocated to Shippers, Interconnector may (1after having notified Ofgem and XXXX of its decision and the reasons for such decision) rail shipment are rejectable within any thirty at its sole discretion terminate upon no less than twelve (3012) day period during such six (6) month period, then Buyer may terminate months’ notice to all Shippers this Agreement and exercise all its other rights (and remedies not part) of Interconnector’s obligations arising in respect of Capacity Transactions for Registered Capacity to all Shippers and shall repay to such Shippers any cash cover provided before such termination date to Interconnector (if any) in respect of such Registered Capacity. Where this Agreement is terminated under applicable law any of Clauses 56.7, 76.7, 76.8 or 127.75: (a) the Shipper will cease to be entitled to Registered Capacity and access to the Transportation Services; and (b) such termination will not affect accrued obligations and liabilities of the Parties outstanding at the date of termination provided that neither Party will have any further liabilities or obligations after the date of such termination. This Clause 76.10 and Clauses 2, 3.1, 3.2, 3.6, 3.8, 3.9, 3.10, 3.11, 4.3, 65.5, 67.4, 76.5, 76.6, 76.7, 76.8, 76.9, 78, 89, 110, 133, 14, 15 and 16 and Section H of the Interconnector Access Code shall survive termination of this Agreement. Clause 910 shall survive termination of this Agreement for the period specified in equity for Seller’s breachClause 910.2.

Suspension and Termination. If the coal sold hereunder fails to meet one (1a) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month periodBuyer may, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mailwriting, suspend future shipments except shipments already loaded into barges, and/or railcars. if sampling and analysis pursuant to Section 5.2 of this Agreement indicates that a shipment of fuel fails to meet any of the specifications in Section 4.1 and in Exhibit A. Seller shall, within ten (10) 15 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal fuel shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1such specifications. If Seller fails to provide such assurances within said ten (l0) 15 day period, or provides such assurance but does not correct the violation(s) prior to the next scheduled shipment after giving such assurance, Buyer may on 15 days notice, terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for without any one (1) period by Buyer shall not constitute a waiver for subsequent periodscost or penalty to Buyer. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at by Seller, with Buyer’s sole option. If Buyer elects to not make up the shipments's approval, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspensionin accordance with a mutually agreed schedule. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipmentshipments. (b) Notwithstanding any other provisions of this Agreement, if the fuel specifications set forth in Exhibit A are adjusted at any time due to new or revised applicable laws, rules or regulations, Seller and Buyer agree to enter into negotiations in good faith to arrive at a mutually agreeable price adjustment under which Seller can continue to supply coal that conforms with such new laws, rules or regulations and meets the adjusted specifications. The parties shall also negotiate an agreement as to any necessary lead time to permit the receipt and delivery of coal conforming to the new specifications. If Sellermutually agreeable terms cannot be negotiated, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any either party may on not less than thirty (30) day period during such six (6) month perioddays' notice, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breachAgreement.

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, Interconnector may suspend with immediate effect, access by the coal sold hereunder Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by Interconnector to make payment; (b) the Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by Interconnector to do so; (c) the Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the Shipper in Clause 4 is untrue or misleading; (e) the Shipper does not satisfy or ceases to satisfy the Credit Criteria; or (f) the Credit Support Provider in respect of a Shipper ceases to be acceptable to Interconnector pursuant to Clause 3.2 (a) or more fails to comply with any obligation under Acceptable Credit Support. Where a Shipper’s access is suspended: (a) such Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) Interconnector may include all or part of the Guaranteed Monthly Weighted Averages set forth Registered Capacity of the suspended Shipper as Offered Capacity in §6.1 for an Allocation Mechanism as provided under paragraph 6.4 of Section B of the IAC; (c) such Shipper shall remain liable to pay Interconnector all Capacity Charges and other amounts which are due and payable to Interconnector and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where Interconnector exercises its right to draw on credit support provided in respect of the suspended Shipper to satisfy payment of all such amounts); (d) Interconnector shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended Shipper, including in respect of the suspended Shipper’s Registered Capacity that Interconnector re-allocates to another Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where Interconnector is satisfied that the circumstances leading to suspension of the Shipper cease to exist, the suspension of the Shipper’s access to the Transportation Services shall cease and Interconnector shall: (a) (unless the Shipper owes any amounts to Interconnector) apply any rebates and any payments owing from Interconnector to the Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the IAC in respect of any Re- Allocated Capacity) to set-off amounts due and owing from such Shipper and Interconnector shall pay any balance that remains after such set-off to the Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the Shipper has been re-allocated to another Shipper, the Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.2(h) or Clause 5.1(b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the Shipper’s access has been suspended by Interconnector under clause 7.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet or exceed suspension; (b) the Guaranteed Monthly Weighted Averages set forth in §6.1 Shipper’s access has been suspended by Interconnector under clause 7.1(b) or (c) and that the source will exceed Shipper has not remedied the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodBusiness Days after the date of suspension; (c) the Shipper’s access has been suspended by Interconnector under clause 7.1(d), (e) or (f) and the Shipper has not remedied the event or circumstance giving rise to suspension within five (5) Business Days after the date of suspension; and there is no evidence that the Shipper intends to remedy or shall remedy the event or circumstance giving rise to suspension within the required period or the event or circumstance is incapable of remedy, Interconnector shall terminate this Agreement and all (and not some) outstanding Capacity Transactions of the Shipper under this Agreement by written notice to the Shipper. A waiver The notice of termination shall specify the reason for termination and designate a date of termination that will be no later than twenty (20) days after the date on which notice is given. Where Interconnector has terminated this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume Agreement with the Shipper and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up all outstanding Capacity Transactions with the shipmentsShipper under this Agreement under Clause 7.4 or 7.5, the Base Quantity Shipper shall cease to be entitled to its Registered Capacity and access to the Transportation Services and Interconnector shall calculate an amount equal to the sum of: (a) all amounts due and payable that are unpaid by the Shipper at the date of termination, including in respect of the events or circumstances leading to such termination and under any indemnities in this Agreement; and (b) all of the Monthly Charges that would have been payable by the Shipper in respect of its Registered Capacity for all Capacity Period(s) from the date of termination up to a maximum of ten (10) Gas Years after the date of termination; (the “Termination Amount”) which shall become immediately due and shall be reduced payable on a date Interconnector specifies. Payment of such Termination Amount shall constitute full and final satisfaction of a Shipper’s obligations and liabilities under this Agreement. Where Interconnector subsequent to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails termination makes available and allocates to meet any of the Guaranteed Monthly Weighted Averages for any one (1other Shipper(s) month within the next six (6) months or if three (3) barge shipments Months after the date of termination Capacity that was registered to the terminated Shipper in accordance with paragraph 1.2 of Section B of the IAC and Interconnector receives payment of Capacity Charges from such Shipper(s) in respect of such Capacity, the Termination Amount shall be reduced by the amount of Capacity Charges Interconnector receives in respect of such resold Capacity. This Agreement may be terminated by a Shipper, upon such Shipper giving at least ten (10) days’ notice in writing of such termination to Interconnector, subject to: (a) the relevant Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (b) there being no outstanding or accrued obligations or liabilities of the relevant Shipper in respect of Registered Capacity it holds on or before the date of termination; and (c) there being no obligations or liabilities of the relevant Shipper falling due after the date of termination in respect of Registered Capacity it holds on or before the date of termination other than in respect of the Monthly Administration Fee payable for the Month in which such termination occurs. Having regard to Interconnector’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available and its obligation to act in a manner to ensure that it always has available such resources to properly and efficiently participate in the operation of the Pipeline (under Standard Licence Condition 19(1) of the Interconnector Licence): if one at any time, after having considered all reasonable solutions, Interconnector decides it is unable economically to provide the Registered Capacity allocated to Shippers, Interconnector may (1after having notified Ofgem and XXXX of its decision and the reasons for such decision) rail shipment are rejectable within any thirty at its sole discretion terminate upon no less than twelve (3012) day period during such six (6) month period, then Buyer may terminate months’ notice to all Shippers this Agreement and exercise all its other rights (and remedies not part) of Interconnector’s obligations arising in respect of Capacity Transactions for Registered Capacity to all Shippers and shall repay to such Shippers any cash cover provided before such termination date to Interconnector (if any) in respect of such Registered Capacity. Where this Agreement is terminated under applicable law any of Clauses 6.7, 7.7, 7.8 or 17.5: (a) the Shipper will cease to be entitled to Registered Capacity and access to the Transportation Services; and (b) such termination will not affect accrued obligations and liabilities of the Parties outstanding at the date of termination provided that neither Party will have any further liabilities or obligations after the date of such termination. This Clause 7.10 and Clauses 2, 4.3, 6.5, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 8, 9, 11, 13, 14, 15 and 16 and Section H of the IAC shall survive termination of this Agreement. Clause 10 shall survive termination of this Agreement for the period specified in equity for Seller’s breachClause 10.2.

Suspension and Termination. If (a) the coal sold hereunder during a month fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 for any two (2) months [***] Delivery Months in a six (6) [***] month period, or if five (5b) [***] barge shipments Shipments in a thirty (30) [***] day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice (which need not comply with Section 11) confirmed in writing and sent to Seller by certified mailin accordance with Section 11, suspend future shipments Shipments of coal hereunder, except shipments for coal already loaded into barges, and/or railcarsbarges at the time notice is given. Seller shall, within ten (10) days[***] days of such notice, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages each specification set forth in §6.1 and that of future Shipments of coal will meet or be of a quality superior to the source will exceed the rejection limits Guaranteed Monthly Weighted Average specifications set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) [***] day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) [***] day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentshipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet or exceed any of the Guaranteed Monthly Weighted Averages Average specifications that was the subject of the suspension for any one (1) month [***] Delivery Month within the next six (6) [***] months or if three (3) [***] barge shipments or if one (1) rail shipment Shipments are rejectable within any thirty (30) day period [***] Delivery Month during such six (6) [***] month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of [***] or more Non-Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If (a) the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 for any two (2) months Delivery Months in a six (6) month period, or if five (5b) four (4) barge shipments Shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may may, upon initial notice (which need not comply with Article 11) but promptly confirmed in writing and sent to Seller by certified mailin accordance with Article 11 thereafter, suspend future shipments Shipments of coal hereunder, except shipments for coal already loaded into barges, and/or railcarsbarges at the time notice is given. Seller shall, within ten (10) daysdays of such notice, provide Buyer with reasonable assurances that subsequent monthly deliveries future Shipments of coal shall will meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 and that the source will exceed be of a quality superior to the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments Shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentShipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six three (63) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any Shipments in a thirty (30) day period are rejectable during such six three (63) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If 14.1 Without prejudice to the coal sold hereunder fails to meet one (1) other provisions of this Clause 14, Network Rail may suspend all or more part of the Guaranteed Monthly Weighted Averages set forth Works (acting reasonably) with immediate effect to the extent required in §6.1 for order to prevent, address, alleviate or comply with (as applicable) a Network Operation Issue. Network Rail shall notify the Customer of any such suspension as soon as reasonably practicable. Such notification shall contain such relevant information relating to the suspension as is available, including an estimate of the period of suspension and the effect on the Completion Date, the Liquidated Damages Payment Date and the Project. Network Rail shall promptly provide the Customer with any further information it receives or becomes aware of which relates to the suspension and provide an update on the estimate of its duration. The Parties shall meet within five (5) Working Days to discuss how to address the circumstances which have given rise to such suspension. Network Rail shall notify the Customer as soon as practicable (and in any event within two (2) months Working Days) once it is established that the performance of its affected obligations can be resumed and shall resume such performance to the extent that it can do so (performance to continue on the terms existing immediately prior to the suspension). Upon resumption of the Works, the Completion Date and the Liquidated Damages Payment Date will be adjusted to reflect the period of suspension. 14.2 If the Customer is in a six (6) month perioddefault over payments of amounts properly due to Network Rail, and no notice of intention to withhold such amounts has been given pursuant to Clause 10.3, Network Rail may suspend performance of any or if all of the affected Works subject to Network Rail first giving the Customer not less than five (5) barge shipments Working Days' notice of such intention and stating the grounds for suspension. Such right to suspend performance shall cease once the Customer makes payment of the amount due. Upon resumption of the Works, the Completion Date and the Liquidated Damages Payment Date will be adjusted to reflect the period of suspension. 14.3 Either Party may by written notice terminate this Agreement with immediate effect if: (a) the other Party commits any persistent or material breach of this Agreement (which shall include any failure to pay an amount of at least £10,000 which is due to the other Party) and, in the case of a thirty (30) day period are rejectable by Buyerbreach which is capable of remedy, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent fails to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, remedy that breach within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Working Days (or such longer period as the terminating Party may specify) after receipt of coal a written notice giving full particulars of the breach and requiring it to be remedied; or (b) the other Party becomes Insolvent. 14.4 If: (a) none of the infrastructure outputs specified in the Works Requirements has been delivered by the Completion Date; and (b) the delay has not arisen due to the negligence or breach of the Customer; the Customer may give notice to Network Rail of its intention to terminate this Agreement (which notice shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1include reference to this Clause 14.4). If Seller fails arrangements to provide such assurances address the delay are not proposed by Network Rail within said ten twenty (l020) day periodWorking Days which are satisfactory to the Customer (acting reasonably), Buyer the Customer may terminate this Agreement with immediate effect by further notice in writing to Network Rail. 14.5 The Customer may in any event terminate this Agreement by giving written notice to Network Rail if: (a) the latest estimated duration of such termination the Works results in the likelihood of the Works not being completed by a date after the Completion Date revised in accordance with Clause 6 (other than Clause 6.7); or the latest Estimated Project Costs are more than 25% greater than the Estimated Project Costs as at the Commencement Date revised in accordance with Clause 6 (other than Clause 6.7). 14.6 Upon issue or receipt of any notice of termination, Network Rail shall: (a) reduce the expenditure under this Agreement as rapidly as possible; (b) take immediate steps to bring an end to the performance of the ten Services and the Works in an orderly manner; and (10c) day period. A waiver pass to the Customer a complete set of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfactiondocuments, shipments hereunder shall resume manuals or other information which the Customer may require in connection with the Project and any tonnage deficiencies resulting from suspension may be made up which at Buyer’s sole option. If Buyer elects to not make up the shipments, time of termination are in the Base Quantity shall be reduced to reflect possession or under the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance control of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breachNetwork Rail.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 for any two three (23) consecutive months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) 10 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1CONTRACT #00-000-000 1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 (as to either or both of LG&E or KU) for any two three (23) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) 15 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §Section 6.1. If Seller fails to provide such assurances within said ten (l0) 15 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages (as to either LG&E or KU) for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then CONSOL ENERGY INC. LG&E CONTRACT #LGE 00010 KU CONTRACT #KUF00731 Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more any two of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two following criteria (2"Suspension Criteria") months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable based upon coal quality selected by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent pursuant to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcarsSECTION 6.1(b): LOW SULFUR SUSPENSION CRITERIA ------------------------------ 11,900 BTU/lb. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.19.00 lbs./MMBTU Ash 2.90 lbs./MMBTU Sulfur 9.75 lbs./MMBTU Moisture CONTRACT #00-000-000 MID SULFUR SUSPENSION CRITERIA ------------------------------ 11,100 BTU/lb. 13.50 lbs./MMBTU Ash 3.40 lbs./MMBTU Sulfur 10.00 lbs./MMBTU Moisture HIGH SULFUR SUSPENSION CRITERIA ------------------------------- 10,650 BTU/lb. 19.00 lbs./MMBTU Ash 4.00 lbs./MMBTU Sulfur 12.00 lbs./MMBTU Moisture 1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Suspension Criteria on a Monthly Weighted Averages Average basis CONTRACT #00-000-000 for any one (1) month within the next six (6) months or if three (3) barge shipments or if one three (13) truck shipments or 1 rail shipment are rejectable within any thirty one (301) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the same applicable Guaranteed Monthly Weighted Averages Average specification set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable for any Rejection Limits specification set forth in §6.1 in any thirty (30) day period by Buyerperiod, then Buyer may upon telephone or e- mail notice to Seller, and subsequently confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcarsloaded. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source coal will exceed meet or be of a quality superior to the rejection limits set forth in §6.1limits. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodperiod and exercise all rights and remedies it may have hereunder, at law or at equity. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, 's assurances or delay the resumption of shipmentshipments. If Seller, after giving such assurances, fails to meet any of the same Guaranteed Monthly Weighted Averages Average specification set forth in §6.1 which gave rise to Buyer’s right of suspension for any one one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable for the same applicable Rejection Limits specification set forth in §6.1 which gave rise to Buyer's right of suspension within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach. If Buyer refrains from terminating this Agreement as a result of one or more non- confirming shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments Shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice (which need not comply with Section 11) confirmed in writing and sent to Seller by certified mailin accordance with Section 11, suspend future shipments Shipments of coal hereunder, except shipments for coal already loaded into barges, and/or railcarsbarges at the time notice is given. Seller shall, within ten (10) daysdays of such notice, provide Buyer with reasonable assurances that subsequent monthly deliveries future Shipments of coal shall will meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 and that the source will exceed be of a quality superior to the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments Shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentShipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any in a thirty (30) day period are rejectable during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of this Agreement.

Suspension and Termination. If (a) the coal sold hereunder during a month fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 for any two (2) months Delivery Months in a six (6) consecutive month period, or if five (5b) two (2) barge shipments Shipments in a thirty (30) consecutive day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice (which need not comply with Section 11) confirmed in writing and sent to Seller by certified mailin accordance with Section 11, suspend future shipments except shipments already loaded into barges, and/or railcarsShipments of coal 1. Buyer may not invoke its right to reject a Shipment for exceedance of the per Shipment basis moisture and BTU specification if Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and demonstrates to Buyer’s satisfaction that the source will exceed moisture content of the rejection limits set forth Shipment has been increased due to heavy precipitation during production and shipment, however its quality characteristics shall be included in §6.1any quality calculations for the Delivery Month. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspensionbased on a mutually agreeable schedule. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, assurances or delay the resumption of shipmentshipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six (6) consecutive months or if three (3) barge shipments or if one (1) rail barge shipment are rejectable within any thirty one (301) day period Delivery Month during such six Six (6) consecutive month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If the coal sold 6.1 Buyer may, at its option, immediately suspend deliveries hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by until such time as Seller can provide Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer 's Agent with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances satisfactory to Buyer’s reasonable satisfaction, shipments 's Agent that Seller will fully perform its obligations hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, if: 6.1.1 The coal delivered fails to meet any of the Guaranteed Monthly Weighted Averages quality specifications or ratios set forth in Article 3.0 on a composite "as-received" basis averaged over each Sample Period for two (2) Sample Periods (consecutive or otherwise) during any one two (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (62) month period, then or 6.1.2 The coal delivered on any two days (consecutive or otherwise) during any Sample Period exceeds by 10% or more the maximum permitted ratios for sulfur and/or ash content set forth in Article 3.0, or 6.1.3 The quantity of coal delivered during any two consecutive calendar months does not approximate, other than by reason of force majeure, the delivery schedule mutually agreed to by Buyer's Agent and Seller as provided in Section 2.1. 6.2 Should inventories of coal at the Station or other applicable destination, in the judgment of Buyer's Agent, increase beyond desired levels, Buyer may reduce or suspend scheduled deliveries until such time as inventories return to acceptable levels, provided Seller is given an opportunity to make up deliveries within the following calendar year, subject to the limitation set forth in Section 2.1. Subject to Buyer's obligations under contracts in existence on the date hereof, Buyer shall reduce or suspend spot purchases before reducing or suspending scheduled deliveries by Seller under this Section 6.2, and shall reduce or suspend deliveries by Seller under this Section 6.2 proportionally with all other suppliers of coal to the Station based on Seller's and such other suppliers' respective tonnage commitments. 6.3 If within ten (10) calendar days of suspension Seller does not provide assurances, in writing, reasonably satisfactory to Buyer's Agent that it will fully perform its obligations hereunder, or if Seller fails to meet either the required specification criteria or delivery schedule at any time during the next thirty-day delivery period after Buyer's Agent's authorization to resume deliveries (except for de minimus noncompliance), Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law Agreement. * CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND UNDERSCORES DENOTE SUCH OMISSIONS. 6.4 During periods of suspension pursuant to Section 6.1, Buyer shall have the right to buy replacement coal of similar quality and in equity such quantities (not exceeding the suspended quantities) as Buyer deems necessary to maintain operations and desired levels of inventories, and Seller shall be responsible for Seller’s breachall additional costs Incurred by Buyer associated therewith. 6.5 Except as provided in Section 6.2, tonnage deficiencies in any calendar year resulting from any suspension of deliveries may, at Buyer's option, be deducted from the Annual Base Amount for such calendar year.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §§ 6.1 for any two (2) consecutive months or a total of three (3) months in a six (6) month period, or if five four (54) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §§ 6.1 and that the source coal will exceed conform to all of the rejection limits Rejection Limits set forth in §§ 6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such reasonable assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentshipment(s). If Seller, after providing such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If (a) the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 for any two (2) months Delivery Months in a six (6) month period, or if five (5b) nine (9) barge shipments Shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may may, upon initial notice (which need not comply with Article 11) but promptly confirmed in writing and sent to Seller by certified mailin accordance with Article 11 thereafter, suspend future shipments Shipments of coal hereunder, except shipments for coal already loaded into barges, and/or railcarsbarges at the time notice is given. Seller shall, within ten (10) daysdays of such notice, provide Buyer with reasonable assurances that subsequent monthly deliveries future Shipments of coal shall will meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 and that the source will exceed be of a quality superior to the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments Shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentShipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six three (63) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any Shipments in a thirty (30) day period are rejectable during such six three (63) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If 7.1 Without affecting any other right or remedy available to it under this Agreement, IUK may suspend with immediate effect, access by the coal sold hereunder Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by IUK to make payment; (b) the Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by IUK to do so; (c) the Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the Shipper in Clause 4 is untrue or misleading; (e) the Shipper does not satisfy or ceases to satisfy the Credit Criteria; or (f) the Credit Support Provider in respect of a Shipper ceases to be acceptable to IUK pursuant to Clause 3.2 (a) or more fails to comply with any obligation under Acceptable Credit Support. 7.2 Where a Shipper’s access is suspended: (a) such Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) IUK may include all or part of the Guaranteed Monthly Weighted Averages set forth Registered Capacity of the suspended Shipper as Offered Capacity in §6.1 for an Allocation Mechanism as provided under paragraph 6.4 of Section B of the IUK Access Code; (c) such Shipper shall remain liable to pay IUK all Capacity Charges and other amounts which are due and payable to IUK and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where IUK exercises its right to draw on credit support provided in respect of the suspended Shipper to satisfy payment of all such amounts); (d) IUK shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended Shipper, including in respect of the suspended Shipper’s Registered Capacity that IUK re-allocates to another Shipper under sub-paragraph (b), whether or not due, during the period of suspension. 7.3 Where IUK is satisfied that the circumstances leading to suspension of the Shipper cease to exist, the suspension of the Shipper’s access to the Transportation Services shall cease and IUK shall: (a) (unless the Shipper owes any amounts to IUK) apply any rebates and any payments owing from IUK to the Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the IUK Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such Shipper and IUK shall pay any balance that remains after such set-off to the Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the Shipper has been re-allocated to another Shipper, the Shipper may only use it once the period of re-allocation ends. 7.4 Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.2(h) or Clause 5.1(b). 7.5 Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the Shipper’s access has been suspended by IUK under clause 7.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet suspension; (b) the Shipper’s access has been suspended by IUK under clause 7.1(b) or exceed (c) and the Guaranteed Monthly Weighted Averages set forth in §6.1 and that Shipper has not remedied the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver Business Days after the date of this right for any one suspension; (1c) period the Shipper’s access has been suspended by Buyer shall IUK under clause 7.1(d), (e) or (f) and the Shipper has not constitute a waiver for subsequent periods. If Seller after providing such assurances remedied the event or circumstance giving rise to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.five

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, IUK may suspend with immediate effect, access by the coal sold hereunder IAA Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the IAA Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by IUK to make payment; (b) the IAA Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or more (if the breach is remediable) the IAA Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by IUK to do so; (c) the IAA Shipper repeatedly breaches or is in persistent breach of any of the Guaranteed Monthly Weighted Averages set forth terms of this Agreement in §6.1 for such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the IAA Shipper in Clause 3 is untrue or misleading; or (e) the IAA Shipper does not satisfy or ceases to satisfy the Credit Criteria; (f) the Credit Support Provider in respect of an IAA Shipper ceases to be acceptable to IUK or fails to comply with any obligation under Acceptable Credit Support. Where an IAA Shipper’s access is suspended: (a) such IAA Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) IUK may include all or part of the Registered Capacity of the suspended IAA Shipper as Offered Capacity in an Allocation Mechanism as provided under paragraph 6.4 of Section B of the IUK Access Code; (c) such IAA Shipper shall remain liable to pay IUK all Capacity Charges and other amounts which are due and payable to IUK and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where IUK exercises its right to draw on credit support provided in respect of the suspended IAA Shipper to satisfy payment of all such amounts); (d) IUK shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended IAA Shipper, including in respect of the suspended IAA Shipper’s Registered Capacity that IUK re-allocates to another IAA Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where IUK is satisfied that the circumstances leading to suspension of the IAA Shipper cease to exist, the suspension of the IAA Shipper’s access to the Transportation Services shall cease and IUK shall: (a) (unless the IAA Shipper owes any amounts to IUK) apply any rebates and any payments owing from IUK to the IAA Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the IUK Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such IAA Shipper and IUK shall pay any balance that remains after such set-off to the IAA Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the IAA Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the IAA Shipper has been re-allocated to another IAA Shipper, the IAA Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.1(b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the IAA Shipper’s access has been suspended by IUK under clause 6.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the IAA Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet suspension; (b) the IAA Shipper’s access has been suspended by IUK under clause 6.1(b) or exceed (c) and the Guaranteed Monthly Weighted Averages set forth in §6.1 and that IAA Shipper has not remedied the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodBusiness Days after the date of suspension or such other reasonable period after the date of suspension as is appropriate for the type of breach committed; (c) the IAA Shipper’s access has been suspended by IUK under clause 6.1(d), (e) or (f) and the IAA Shipper has not remedied the event or circumstance giving rise to suspension within five (5) Business Days after the date of suspension; and there is no evidence that the IAA Shipper intends to remedy or shall remedy the event or circumstance giving rise to suspension within a reasonable period or the event or circumstance is incapable of remedy, IUK shall terminate this Agreement and all (and not some) outstanding Capacity Transactions of the IAA Shipper under this Agreement by written notice to the IAA Shipper. A waiver The notice of termination shall specify the reason for termination and designate a date of termination that will be no later than twenty (20) days after the date on which notice is given. Where IUK has terminated this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume Agreement with the IAA Shipper and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up all outstanding Capacity Transactions with the shipmentsIAA Shipper under this Agreement under Clause 6.4 or 6.5, the Base Quantity IAA Shipper shall cease to be entitled to its Registered Capacity and access to the Transportation Services and IUK shall calculate an amount equal to the sum of: (a) all amounts due and payable that are unpaid by the IAA Shipper at the date of termination, including in respect of the events or circumstances leading to such termination and under any indemnities in this Agreement; and (b) all of the Monthly Charges that would have been payable by the IAA Shipper in respect of its Registered Capacity for all Capacity Period(s) from the date of termination up to a maximum of ten (10) Gas Years after the date of termination; (the “Termination Amount”) which shall become immediately due and shall be reduced payable on a date IUK specifies. Payment of such Termination Amount shall constitute full and final satisfaction of an IAA Shipper’s obligations and liabilities under this Agreement. Where IUK subsequent to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails termination makes available and allocates to meet any of the Guaranteed Monthly Weighted Averages for any one (1other IAA Shipper(s) month within the next six (6) months or if three (3) barge shipments Months after the date of termination Capacity that was registered to the terminated IAA Shipper in accordance with paragraph 1.2 of Section B of the IUK Access Code and IUK receives payment of Capacity Charges from such IAA Shipper(s) in respect of such Capacity, the Termination Amount shall be reduced by the amount of Capacity Charges IUK receives in respect of such resold Capacity . This Agreement may be terminated by an IAA Shipper, upon such IAA Shipper giving at least ten (10) days’ notice in writing of such termination to IUK, subject to: (a) the relevant IAA Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (b) there being no outstanding or if one accrued obligations or liabilities of the relevant IAA Shipper in respect of Registered Capacity it holds on or before the date of termination; and (1c) rail shipment are rejectable within there being no obligations or liabilities of the relevant IAA Shipper falling due after the date of termination in respect of Registered Capacity it holds on or before the date of termination other than in respect of the Monthly Administration Fee payable for the Month in which such termination occurs. Having regard to IUK’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available (under Article 16(1) of Regulation No 715/2009 of the European Parliament and of the Council) and its obligation to act in a manner to ensure that it always has available such resources to properly and efficiently participate in the operation of the Pipeline (under Standard Licence Condition 19(1) of the Interconnector Licence): If at any thirty time, after having considered all reasonable solutions, IUK decides it is unable economically to provide the Registered Capacity allocated to IAA Shippers, IUK may (30after having notified Ofgem and XXXX of its decision and the reasons for such decision) day period during such six at its sole discretion terminate upon no less than twelve (612) month period, then Buyer may terminate months’ notice to all IAA Shippers this Agreement and exercise all its other rights (and remedies not part) of IUK’s obligations arising in respect of Capacity Transactions for Registered Capacity to all IAA Shippers and shall repay to such IAA Shippers any cash cover provided before such termination date to IUK (if any) in respect of such Registered Capacity. Where this Agreement is terminated under applicable law any of Clauses 5.7, 6.7, 6.8 or 16.5: (a) the IAA Shipper will cease to be entitled to Registered Capacity and access to the Transportation Services; and (b) such termination will not affect accrued obligations and liabilities of the Parties outstanding at the date of termination provided that neither Party will have any further liabilities or obligations after the date of such termination. This Clause 6.10 and Clauses 2, 3.3, 5.5, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 7, 8, 12, 13, 14 and 15 and Section H of the IUK Access Code shall survive termination of this Agreement. Clause 9 shall survive termination of this Agreement for the period specified in equity for Seller’s breachClause 9.2.

Suspension and Termination. If one or more shipments of the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages rejection limits set forth in §Section 6.1 for (i.e., are rejectable) in any two (2) 2 months in a six (6) 6 month period, or if five (5) 9 barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or two (2if Buyer receives at generating station(s) 2 unapproved rail shipments which are rejectable in any thirty (30) 30 day period by Buyerperiod, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, barges and/or railcars. Seller shall, within ten (10) 10 days, provide Buyer with reasonable assurances that subsequent CONTRACT NO.: 00-000-000 monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed be within the rejection limits set forth in §Section 6.1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 5 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) 1 month within the next six (6) 6 months or if three (3) 6 individual barge shipments, 2 barge lot loads, or 2 rail shipments or if one (1) rail shipment are rejectable within any thirty (30) day period one month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 ss.6.1 for any two (2) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or if Buyer receives at generating station(s) two (2) rail shipments which are rejectable in any thirty (30) 30 day period by Buyerperiod, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, barges and/or railcars. Seller shall, within ten (10) 10 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 ss.6.1 and that the source will exceed the rejection limits set forth in §ss. 6.1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) 1 rail shipment are rejectable within any thirty one (301) day period month during such six (6) month period, then Buyer may terminate Contract #LGE 99-002 this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If Without affecting any other right or remedy available to it, IUK may suspend with immediate effect access by the coal sold hereunder IAA Shipper to the Transportation System and use by an IAA Shipper of its Registered Capacity for such period as IUK may, in its absolute discretion, determine if: (a) the IAA Shipper fails to meet pay any amount due on the Due Date and that amount remains unpaid for a period of not less than three (3) days after being notified in writing by IUK; (b) the IAA Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the IAA Shipper fails to remedy that breach within a period of three (3) days after being notified in writing to do so; (c) the IAA Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the IAA Shipper in Clause 3 of the IUK Access Agreement is found to be untrue or misleading; or (e) the IAA Shipper does not satisfy or ceases to satisfy the Credit Criteria or fails to provide credit support requested under Clause 2.11 of the IUK Access Agreement within five (5) days after notice is given by IUK under Clause 2.11 of the IUK Access Agreement; (f) the provider of credit support in respect of an IAA Shipper ceases to be acceptable to IUK or fails to comply with any obligation under a credit support document. Where an IAA Shipper’s access is suspended under Clause 6.1 of this IUK Access Agreement: (a) such IAA Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) IUK may include the Registered Capacity of the suspended IAA Shipper as Offered Capacity in an Allocation Mechanism; (c) such IAA Shipper shall remain liable to pay IUK all Capacity Charges and other amounts which are due and payable to IUK and outstanding as at the date of such suspension or that fall due during the period of any suspension except where IUK exercises its right to draw on credit support provided in respect of the suspended IAA Shipper to satisfy payment of such amounts; (d) IUK shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended IAA Shipper, including in respect of the suspended IAA Shipper’s Capacity that IUK re-allocates to another IAA Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where IUK is satisfied that the circumstances leading to suspension of the IAA Shipper cease to exist, IUK shall: (a) (unless the IAA Shipper owes any amounts to IUK) apply any rebates and any payments owing from IUK to the IAA Shipper (including those Capacity Charges and any other amounts received from an IAA Shipper that was re-allocated Capacity of the suspended IAA Shipper under Clause 6.2(b)) to set-off amounts due and owing from such IAA Shipper and IUK shall pay any balance that remains after such set-off to the IAA Shipper, within two (2) Months after the date on which the suspension ceases; and (b) permit the IAA Shipper to use its Registered Capacity, provided that where all or part of the Registered Capacity of the IAA Shipper has been re-allocated under paragraph 6.2(b), the IAA Shipper may only use such Registered Capacity that has been re-allocated when the period of re-allocation expires. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if an Insolvency Event occurs in relation to the other Party. Without affecting any other right or remedy available to it, IUK may (at its absolute discretion) terminate this Agreement by written notice to the IAA Shipper and designate a date of termination where an IAA Shipper’s access has been suspended by IUK under Clause 6.2 and the reason for such suspension is continuing. Where IUK has terminated this Agreement under Clause 6.4 or 6.5, the IAA Shipper shall be liable to pay IUK on a date specified by IUK an amount specified by IUK which shall be equal to the sum of: (a) all amounts due and payable that are unpaid by the IAA Shipper at the date of termination; and (b) all of the Monthly Charges that would have been payable by the IAA Shipper had this Agreement not been terminated, (the “Termination Amount”) and payment of such Termination Amount shall constitute full and final satisfaction of an IAA Shipper’s obligations and liabilities under this Agreement. Where the Registered Capacity held by the IAA Shipper at the date of termination has a Capacity Duration of a Gas Year or longer, IUK shall use reasonable endeavours to offer such capacity in the Capacity Auction for annual products immediately following the date of termination (and no later than (three (3) Months after the date of termination). Where such capacity is allocated to another IAA Shipper under a Capacity Auction, the Termination Amount due from the IAA Shipper shall be reduced by the amount IUK receives for such capacity under the Capacity Auction. This Agreement may be terminated by: (a) the Parties upon agreement in writing at any time; or (b) a Party, upon its giving a reasonable period (not to be less than one (1) or more month) of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at to the end other Party; subject to: (c) the relevant IAA Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (d) there being no outstanding or accrued obligations or liabilities of the ten relevant IAA Shipper in respect of Registered Capacity it holds on or before the date of termination; and (10e) day periodthere being no obligations or liabilities of the relevant IAA Shipper failing due after the date of termination in respect of Registered Capacity it holds on or before the date of termination. A waiver Neither IUK nor the IAA Shipper shall have any further liabilities or obligations after the date of such termination under this Agreement. This Clause 6.7 does not affect the rights of IUK under Clause 6.8. Having regard to IUK’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available (under Article 16(1) of Regulation No 715/2009 of the European Parliament and of the Council, dated 13 July 2013) and its obligation to act in a manner to ensure that it always has available such resources to properly and efficiently participate in the operation of the Pipeline (under Standard Licence Condition 19(1) of the Interconnector Licence): If at any time, after having considered reasonable solutions, IUK is no longer able economically to provide the Registered Capacity allocated to IAA Shippers after a certain date (“Future Registered Capacity”), IUK may at its sole discretion terminate upon no less than twelve (12) months’ notice to all IAA Shippers all of IUK’s obligations arising in respect of such Future Registered Capacity to all IAA Shippers and shall repay to such IAA Shippers [any cash cover provided before such termination date to IUK (if any) in respect of the Future Registered Capacity. Neither IUK nor the IAA Shippers shall have any further liabilities or obligations after the date of such termination under this Agreement. If it is unlawful, due to an adoption of or change in any applicable law or due to the decision of a Regulator or Governmental Authority, for IUK to provide access to the Transportation System to IAA Shippers under this Agreement, IUK, may by written notice to the affected IAA Shippers, terminate this Agreement. Neither IUK nor the IAA Shippers shall have any further liabilities or obligations after the date of such termination. This Clause 6 and Clauses 2, 8, 13, 14 and 15 shall survive termination of this right for any one (1) period by Buyer Agreement. Clause 9 shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance survive termination of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and for the period specified in equity for Seller’s breachClause 9.2.

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, Interconnector may suspend with immediate effect, access by the coal sold hereunder Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by Interconnector to make payment; (b) the Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by Interconnector to do so; (c) the Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the Shipper in Clause 4 is untrue or misleading; (e) the Shipper does not satisfy or ceases to satisfy the Credit Criteria; or (f) the Credit Support Provider in respect of a Shipper ceases to be acceptable to Interconnector pursuant to Clause 3.2 (a) or more fails to comply with any obligation under Acceptable Credit Support. Where a Shipper’s access is suspended: (a) such Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) Interconnector mayshall include all or part of the Guaranteed Monthly Weighted Averages set forth Registered Capacity of the suspended Shipper as Offered Capacity in §6.1 for an Allocation Mechanism as provided under paragraph 6.4 of Section B of the Interconnector Access Code; (c) such Shipper shall remain liable to pay Interconnector all Capacity Charges and other amounts which are due and payable to Interconnector and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where Interconnector exercises its right to draw on credit support provided in respect of the suspended Shipper to satisfy payment of all such amounts); (d) Interconnector shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended Shipper, including in respect of the suspended Shipper’s Registered Capacity that Interconnector re-allocates to another Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where Interconnector is satisfied that the circumstances leading to suspension of the Shipper cease to exist, the suspension of the Shipper’s access to the Transportation Services shall cease and Interconnector shall: (a) (unless the Shipper owes any amounts to Interconnector) apply any rebates and any payments owing from Interconnector to the Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the Interconnector Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such Shipper and Interconnector shall pay any balance that remains after such set-off to the Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the Shipper has been re-allocated to another Shipper, the Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.2(h) or Clause 12.1(b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the Shipper’s access has been suspended by Interconnector under clause 6.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet or exceed suspension; (b) the Guaranteed Monthly Weighted Averages set forth in §6.1 Shipper’s access has been suspended by Interconnector under clause 6.1(b) or (c) and that the source will exceed Shipper has not remedied the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodBusiness Days after the date of suspension; (c) the Shipper’s access has been suspended by Interconnector under clause 6.1(d), (e) or (f) and the Shipper has not remedied the event or circumstance giving rise to suspension within five (5) Business Days after the date of suspension; and there is no evidence that the Shipper intends to remedy or shall remedy the event or circumstance giving rise to suspension within the required period or the event or circumstance is incapable of remedy, Interconnector shall terminate this Agreement and all (and not some) outstanding Capacity Transactions of the Shipper under this Agreement by written notice to the Shipper. A waiver The notice of termination shall specify the reason for termination and designate a date of termination that will be no later than twenty (20) days after the date on which notice is given. Where Interconnector has terminated this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume Agreement with the Shipper and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up all outstanding Capacity Transactions with the shipmentsShipper under this Agreement under Clause 6.4 or 6.5, the Base Quantity Shipper shall cease to be entitled to its Registered Capacity and access to the Transportation Services and Interconnector shall calculate an amount equal to the sum of: (a) all amounts due and payable that are unpaid by the Shipper at the date of termination, including in respect of the events or circumstances leading to such termination and under any indemnities in this Agreement; and (b) all of the Monthly Charges that would have been payable by the Shipper in respect of its Registered Capacity for all Capacity Period(s) from the date of termination up to a maximum of ten (10) Gas Years after the date of termination; (the “Termination Amount”) which shall become immediately due and shall be reduced payable on a date Interconnector specifies. Payment of such Termination Amount shall constitute full and final satisfaction of a Shipper’s obligations and liabilities under this Agreement. Where Interconnector subsequent to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails termination makes available and allocates to meet any of the Guaranteed Monthly Weighted Averages for any one (1other Shipper(s) month within the next six (6) months or if three (3) barge shipments Months after the date of termination Capacity that was registered to the terminated Shipper in accordance with paragraph 1.2 of Section B of the Interconnector Access Code and Interconnector receives payment of Capacity Charges from such Shipper(s) in respect of such Capacity, Interconnector shall rebate to the terminated Shipper sums received by Interconnector in respect of such resold Capacity. The total amount of any rebate payable by Interconnector to a terminated Shipper under this Clause 6.6 shall not exceed the Termination Amount. This Agreement may be terminated by a Shipper, upon such Shipper giving at least ten (10) days’ notice in writing of such termination to Interconnector, subject to: (a) the relevant Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (b) there being no outstanding or accrued obligations or liabilities of the relevant Shipper in respect of Registered Capacity it holds on or before the date of termination; and (c) there being no obligations or liabilities of the relevant Shipper falling due after the date of termination in respect of Registered Capacity it holds on or before the date of termination other than in respect of the Monthly Administration Fee payable for the Month in which such termination occurs. Having regard to Interconnector’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available and its obligation to act in a manner to ensure that it always has available such resources to properly and efficiently participate in the operation of the Pipeline (under Standard Licence Condition 19(1) of the Interconnector Licence): if one at any time, after having considered all reasonable solutions, Interconnector decides it is unable economically to provide the RegisteredContracted Capacity allocated to Shippers, Interconnector may (1after having notified Ofgem and XXXX of its decision and the reasons for such decision) rail shipment are rejectable within any thirty at its sole discretion terminate upon no less than twelve (3012) day period during such six (6) month period, then Buyer may terminate months’ notice to all Shippers this Agreement and exercise all its other rights (and remedies not part) of Interconnector’s obligations arising in respect of Capacity Transactions for RegisteredContracted Capacity to all Shippers and shall repay to such Shippers any cash cover provided before such termination date to Interconnector (if any) in respect of such RegisteredContracted Capacity. Where this Agreement is terminated under applicable law any of Clauses 5.7, 6.7, 6.8 or 12.7: (a) the Shipper will cease to be entitled to Registered Capacity and access to the Transportation Services; and (b) such termination will not affect accrued obligations and liabilities of the Parties outstanding at the date of termination provided that neither Party will have any further liabilities or obligations after the date of such termination. This Clause 6.10 and Clauses 2, 3.1, 3.2, 3.6, 3.7, 3.8, 3.9, 3.110, 3.11, 4.3, 5.5,6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 7, 8, 10, 13, 14, 15 and 16 and Section H of the Interconnector Access Code shall survive termination of this Agreement. Clause 9 shall survive termination of this Agreement for the period specified in equity for Seller’s breachClause 9.2.

Suspension and Termination. If 26.1 The Purchaser may, at any time, suspend the coal sold hereunder fails Work on the Equipment or any part thereof for any reason whatsoever on giving notice in writing to meet one (1) or more the Supplier specifying that portion of the Guaranteed Monthly Weighted Averages set forth Work to be suspended and the effective date of suspension. The Supplier shall suspend such Work on the effective date but it shall continue to carry out all other Work under the Contract. 26.2 In the event that the Purchaser suspends any Work in §6.1 accordance with Clause 26.1 it shall then issue a Variation Order in accordance with Chapter 9 to amend the Contract Price and Delivery Dates of the supply so as to reflect the effects of such, suspension, if any. The Contract Price revision shall be limited to the actual extra cost incurred and paid by the Supplier resulting from the said suspension, provided that the Supplier has taken all necessary steps to mitigate such cost. 26.3 Notwithstanding the foregoing, if the Purchaser suspends Work on the Equipment or any part thereof pursuant to Chapter 24, no Variation Order shall be issued and no revision of or adjustment to the Contract Price or Delivery Date shall be allowed. 26.4 The Purchaser may at any time authorize resumption of all or any portion of Work suspended as aforesaid by giving notice in writing to the Supplier specifying the Work to be resumed and the effective date of resumption. 26.5 The Purchaser may, at any time, terminate Work on the Equipment or any portion thereof for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement reason whatsoever by giving written notice to the Supplier specifying the extent and the effective date of such termination. The Supplier shall terminate such Work on the effective date but it shall continue to carry out all other Work under the Contract. 26.6 In the event of the Purchaser terminating Work on the Equipment or any portion thereof (otherwise than in consequence of default or bankruptcy on the part of the Supplier), the Supplier’s sole right shall be payment of the sum of: i) the Contract Price for the Equipment which is the subject of the notice of termination and calculated at the end effective date of such notice; ii) the actual reasonable and necessary net cost of materials (or cancellation charges in respect thereof) unused and ordered for the Equipment which shall have been delivered to the Supplier or of which the Supplier is legally liable to accept delivery, such materials becoming the property of the ten (10Purchaser upon such payment being made by the Purchaser to the Supplier; and iii) day periodany other actual reasonable and necessary net costs incurred and paid by the Supplier as a direct consequence of termination and approved by the Purchaser. A waiver The above sum shall be offset by the outstanding balances, if any, due from the Supplier for advances previously paid by the Purchaser. The Purchaser shall issue a Variation Order pursuant to Chapter 9 reducing the Contract Price in accordance with this Clause. 26.7 In the event of this right for termination of Work on the Equipment or any one (1) period by Buyer portion thereof in accordance with Clause 26.5, the Supplier shall in respect of Equipment not constitute a waiver for subsequent periods. If Seller after providing already delivered whether fully manufactured or still in the course of manufacture and which is the subject of the termination, make such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension arrangements on behalf of the Purchaser as in all the circumstances may be made up at Buyer’s sole option. If Buyer elects reasonable to not make up deliver to the shipmentsPurchaser or its nominee or to store and insure in the name and to the reasonable satisfaction of the Purchaser such items of Equipment for their full replacement value against such risks as is practicable. 26.8 In the event of the Purchaser terminating Work on the Equipment or any portion thereof in accordance with the provisions of Chapter 24 or Chapter 25, the Base Quantity Purchaser, in addition to its rights under those Clauses, shall be reduced entitled to reflect take possession of and remove from the tonnage deficiency resulting from suspensionSupplier’s premises as and when it shall be convenient for the Purchaser so to do, all Equipment, Documentation, drawings and specifications, the property in which has passed to the Purchaser pursuant to the Contract and the Supplier shall afford to the Purchaser all rights of access and all reasonable facilities to enable it to remove such Equipment, Documentation, drawings, and specifications as aforesaid. Buyer The Purchaser shall not unreasonably withhold its acceptance have the right to carry out the Work terminated as aforesaid by whatever means it deems most expedient and the Supplier shall be liable for and shall pay to the Purchaser the additional cost and losses, if any, which the Purchaser may incur as a result of Seller’s assurances, or delay carrying out and completing such Work including all costs of removal as aforesaid. 26.9 In the resumption event of shipment. If Seller, after such assurances, fails any termination mentioned above: (i) the Supplier shall execute and deliver to meet any the Purchaser all Documentation required by the Purchaser and take all reasonable steps to fully vest in the Purchaser the rights and benefits of the Guaranteed Monthly Weighted Averages for any one Supplier under existing agreements with vendors, Sub-suppliers and others related to the Contract; (1ii) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement applicable provisions of the Contract shall continue in fall force and exercise effect as to all its other rights and remedies under applicable law and in equity for Seller’s breach.Work which is not terminated. 50

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, IUK may suspend with immediate effect, access by the coal sold hereunder IAA Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it for such period as IUK may, in its absolute discretion, determine if: (a) the IAA Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by IUK to make payment; (b) the IAA Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or more (if the breach is remediable) the IAA Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by IUK to do so; (c) the IAA Shipper repeatedly breaches or is in persistent breach of any of the Guaranteed Monthly Weighted Averages set forth terms of this Agreement in §6.1 for such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the IAA Shipper in Clause 3 is found to be untrue or misleading; or (e) the IAA Shipper does not satisfy or ceases to satisfy the Credit Criteria or fails to provide credit support requested under Clause 2.11 within five (5) days after notice is given by IUK under Clause 2.11; (f) the Credit Support Provider in respect of an IAA Shipper ceases to be acceptable to IUK or fails to comply with any obligation under Acceptable Ccredit Ssupport. Where an IAA Shipper’s access is suspended under Clause 6.1: (a) such IAA Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) IUK may include all or part of the Registered Capacity of the suspended IAA Shipper as Offered Capacity in an Allocation Mechanism as provided under paragraph 6.4 of Section B of the IUK Access Code; (c) such IAA Shipper shall remain liable to pay IUK all Capacity Charges and other amounts which are due and payable to IUK and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where IUK exercises its right to draw on credit support provided in respect of the suspended IAA Shipper to satisfy payment of all such amounts); (d) IUK shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended IAA Shipper, including in respect of the suspended IAA Shipper’s Registered Capacity that IUK re-allocates to another IAA Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where IUK is satisfied that the circumstances leading to suspension of the IAA Shipper cease to exist, the suspension of the IAA Shipper’s access to the Transportation Services shall cease and IUK shall: (a) (unless the IAA Shipper owes any amounts to IUK) apply any rebates and any payments owing from IUK to the IAA Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the IUK Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such IAA Shipper and IUK shall pay any balance that remains after such set-off to the IAA Shipper, within two (2) months MMonths after the date on which the suspension ceases; and (b) permit the IAA Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the IAA Shipper has been re-allocated to another IAA Shipper, the IAA Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.1(a) or (b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the IAA Shipper’s access has been suspended by IUK under clause 6.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the IAA Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet suspension; (b) the IAA Shipper’s access has been suspended by IUK under clause 6.1(b) or exceed (c) and the Guaranteed Monthly Weighted Averages set forth in §6.1 and that IAA Shipper has not remedied the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver Business Days after the date of suspension or such other reasonable period after the date of suspension as is appropriate for the type of breach committed; (c) the IAA Shipper’s access has been suspended by IUK under clause 6.1(d), (e) or (f) and the IAA Shipper has not remedied the event or circumstance giving rise to suspension within five (5) Business Days after the date of suspension; aand there is no evidence that the IAA Shipper intends to remedy or shall remedy the event or circumstance giving rise to suspension within a reasonable period or the event or circumstance is incapable of remedy, IUK shall may (at its absolute discretion) terminate this right for any one Agreement and all (1and not some) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any outstanding Capacity Transactions of the Guaranteed Monthly Weighted Averages IAA Shipper under this Agreement it by written notice to the IAA Shipper. The notice of termination shall specify the reason for any one termination and designate a date of termination that will be no later than twenty (120) month within days after the next six (6) months or if date on which notice is given where an IAA Shipper’s access has been suspended by IUK for a period of at least three (3) barge shipments months under Clause 6.1 and the reason for such suspension is continuing. Where IUK has terminated this Agreement with the IAA Shipper and all outstanding Capacity Transactions with the IAA Shipper under this Agreement it under Clause 6.4 or if one 6.5, the IAA Shipper shall cease to be entitled to its Registered Capacity and access to the Transportation Services and shall be liable to pay IUK on a date specified by IUK an shall calculate an amount specified by IUK which shall be equal to the sum of: (1a) rail shipment all amounts due and payable that are rejectable within unpaid by the IAA Shipper at the date of termination, including in respect of the events or circumstances leading to such termination and under any thirty indemnities in this Agreement; and (30b) day period during such six all of the Monthly Charges that would have been payable by the IAA Shipper in respect of its Registered Capacity for all Capacity Period(s) from the date of termination up to a maximum of ten (610) month period, then Buyer may terminate Gas Years after the date of termination; had this Agreement and exercise all outstanding Capacity Transactions under it not been terminated, (the “Termination Amount”) which shall become immediately due and shall be payable on a date IUK specifies. and p Payment of such Termination Amount shall constitute full and final satisfaction of an IAA Shipper’s obligations and liabilities under this Agreement. Where the IAA Shipper holds Annual Capacity Product(s) at the date of termination for a Capacity Period of a Gas Year or longer, unless paragraph 6.4.3 of Section B of the IUK Access Code applies to such Capacity, IUK shall use reasonable endeavours to offer such Capacity Product(s) under an Allocation Mechanism following the date of termination (and no later than three (3) Months after the date of termination). Where, as a result, such Capacity Product(s) are allocated to another IAA Shipper, Where IUK subsequent to such termination makes available and allocates to other IAA Shipper(s) within three (3) Months after the date of termination Capacity that was registered to the terminated IAA Shipper in accordance with paragraph 1.2 of Section B of the IUK Access Code and IUK receives payment of Capacity Charges from such IAA Shipper(s) in respect of such Capacity, the Termination Amount due from the IAA Shipper under this Agreement shall be reduced by the amount of Capacity Charges IUK receives in respect of such resold Capacity for such Capacity Product(s). This Agreement may be terminated by the Parties upon agreement in writing at any time; or an IAA Shipper, upon such IAA Shipper giving at least ten (10) days’ a reasonable period (not to be less than three (3) months) of notice in writing of such termination to IUK , subject to: (a) the relevant IAA Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (b) there being no outstanding or accrued obligations or liabilities of the relevant IAA Shipper in respect of Registered Capacity it holds on or before the date of termination; and (c) there being no obligations or liabilities of the relevant IAA Shipper falling due after the date of termination in respect of Registered Capacity it holds on or before the date of termination other than in respect of the Monthly Adminstration Fee payable for the Month in which such termination occurs. Having regard to IUK’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available (under Article 16(1) of Regulation No 715/2009 of the European Parliament and of the Council) and its other rights obligation to act in a manner to ensure that it always has available such resources to properly and remedies efficiently participate in the operation of the Pipeline (under applicable law Standard Licence Condition 19(1) of the Interconnector Licence): If at any time, after having considered all reasonable solutions, IUK decides it is unable economically to provide the Registered Capacity allocated to IAA Shippers, IUK may (after having notified Ofgem and XXXX of its decision and the reasons for such decision) at its sole discretion terminate upon no less than twelve (12) months’ notice to all IAA Shippers this Agreement and all (and not part) of IUK’s obligations arising in equity respect of Capacity Transactions for Seller’s breachRegistered Capacity to all IAA Shippers and shall repay to such IAA Shippers any cash cover provided before such termination date to IUK (if any) in respect of such Registered Capacity. Where this Agreement is terminated under any of Clauses 5.7, 6.7, 6.8 or 16.5: (a) the IAA Shipper will cease to be entitled to Registered Capacity and access to the Transportation Services; and (b) such termination will not affect accrued obligations and liabilities of the Parties outstanding at the date of termination provided that neither Party will have any further liabilities or obligations after the date of such termination. This Clause 6.10 and Clauses 2, 3.3, 5.5, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 7, 8, 12, 13, 14 and 15 and Section H of the IUK Access Code shall survive termination of this Agreement. Clause 9 shall survive termination of this Agreement for the period specified in Clause 9.2.

Suspension and Termination. If the coal sold 6.1 Buyer may, at its option, immediately suspend deliveries hereunder fails to meet one (1assurances its Period during otherwise) or more maximum in reason of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by until such time as Seller can provide Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer 's Agent with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances satisfactory to Buyer’s reasonable satisfaction, shipments 's Agent that Seller will fully perform obligations hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, if: 6.1.1 The coal delivered fails to meet any of the Guaranteed Monthly Weighted Averages quality specifications or ratios set forth in Article 3.0 on a composite "as-received" basis averaged over each Sample for two (2) Sample Periods (consecutive or otherwise) any one two (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (62) month period, then or 6.1.2 The coal delivered on any two days (consecutive or during any Sample Period exceeds by 10% or more the permitted ratios for sulfur and/or ash content set forth Article 3.0, or 6.1.3 The quantity of coal delivered during any two consecutive calendar months does not approximate, other than by force majeure, the delivery schedule mutually agreed to Buyer's Agent and Seller as provided in Section 2.1. 6.2 Should inventories of coal at the Station or other applicable destination, in the judgment of Buyer's Agent, increase beyond desired levels, Buyer may reduce or suspend scheduled deliveries provided spot all such until such time as inventories return to acceptable levels, Seller is given an opportunity to make up deliveries within the following calendar year, subject to the limitation set forth in Section 2.1. Subject to Buyer's obligations under contracts in existence on the date hereof, Buyer shall reduce or suspend purchases before reducing or suspending scheduled deliveries by Seller under this Section 6.2, and shall reduce or suspend deliveries by Seller under this Section 6.2 proportionally with other suppliers of coal to the Station based on Seller's and other suppliers' respective tonnage commitments. 6.3 If within ten (10) calendar days of suspension Seller does not provide assurances, in writing, reasonably satisfactory to Buyer's if or delivery Agent that it will fully perform its obligations hereunder, or Seller fails to meet either the required specification criteria delivery schedule at any time during the next thirty-day period after Buyer's Agent's authorization to resume deliveries (except for de minimus noncompliance), Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breachAgreement.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments Shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by BuyerXxxxx, then Buyer may upon notice (which need not comply with Section 11) confirmed in writing and sent to Seller by certified mailin accordance with Section 11, suspend future shipments Shipments of coal hereunder, except shipments for coal already loaded into barges, and/or railcarsbarges at the time notice is given. Seller shall, within ten (10) daysdays of such notice, provide Buyer with reasonable assurances that subsequent monthly deliveries future Shipments of coal shall will meet or exceed be of a quality superior to the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 and that the source will exceed be of a quality superior to the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments Shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentShipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any in a thirty (30) day period are rejectable during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of this Agreement.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month period, period or if five (5) barge 20% of the shipments in a thirty (30) day period any month are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days15 days after written notice, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) 15 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 15 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If 10.1 Buyer has the right to suspend future shipments if the coal sold hereunder fails to meet one (1) or more of the Guaranteed Short Proximate Monthly Weighted Averages Average Suspension Specifications set forth in §6.1 below for any two three (23) months in a six consecutive months. Short Proximate Monthly Weighted Average Suspension Specifications (6As Received Basis) month period, or if five Calorific Value (5BTU/lb) barge shipments in a thirty (30*) day period are rejectable by Buyer, or two Minimum Ash % (2*) rail shipments are rejectable in any thirty Maximum Sulfur Dioxide (30lb/mmBtu) day period by Buyer(*) Maximum Moisture % (*) Maximum If Buyer exercises its right to suspend shipments, then Buyer may upon notice confirmed shall so notify Seller verbally, and confirm such notification in writing and writing, sent to Seller by certified mailMail, suspend future shipments except shipments already loaded into bargesfacsimile, and/or railcarsor other electronic method. Seller shall, within ten thirty (1030) daysdays of receipt of Buyer’s notice, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Typical Short Proximate Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1Section 8.1. If Seller fails to provide such assurances within said ten thirty (l030) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten thirty (1030) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If subject to the mutual agreement of Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspensionand Seller. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 for any two (2) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) day period month are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days10 business days of Seller's receipt of Buyer's written notice, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 and that the source will not exceed the rejection limits set forth in §6.1Section 6. 1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, again fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three six (36) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach's breach as provided in Section 21.4.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 Section6.1 for any two (2) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days10 days of receipt of Buyer's notice, provide Buyer with ARCH COAL SALES CO., INC. KU Contract # KUF02849 reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 and that the source will exceed the rejection limits Rejection Limits set forth in §Section 6.1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 for any two (2) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) 10 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 and that the source will exceed the rejection limits set forth in §6.1Section 6. 1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. CONTRACT #00-000-000 Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 for any two (2) months in a six (6) month period, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except ARCH COAL SALES CO., INC. KU Contract # KUF02848 PRB shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days10 days of receipt of Buyer's notice, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 and that the source will exceed the rejection limits Rejection Limits set forth in §Section 6.1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month periodmonths, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach. Guaranteed Monthly Weighted Averages must be based on a minimum of three (3) shipments. For any month in which there is less than three (3) shipments made, the Guaranteed Monthly Weighted Average will be based on the last one or two shipments from the previous calendar month so that three shipments are used to determine the monthly weighted average for Suspension and Termination purposes. ARCH COAL SALES CO., INC. KU Contract # KUF02848 PRB

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §§ 6.1 for any two (2) consecutive months or a total of three (3) months in a six (6) month period, or if five six (56) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §§ 6.1 and that the source will exceed the rejection limits set forth in §6.1§ 6. 1. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such reasonable assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipmentshipment(s). If Seller, after providing such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if are rejectable within any one (1) rail shipment are rejectable within any thirty (30) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s breach.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §section 6.1 (as to either or both of LG&E or KU) for any two (2) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or if Buyer receives at generating station(s) two (2) rail shipments which are rejectable in any thirty (30) 30 day period by Buyerperiod, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) 10 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §section 6.1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right BLACK BEAUTY COAL COMPANY LG&E CONTRACT #LGE 02012 KU CONTRACT #KUF02857 for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after providing such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages (as to either LG&E or KU) for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty one (301) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. 22.1. If the coal sold hereunder fails Buyer has not complied with the terms of payment pursuant to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §6.1 for any two (2) months in a six (6) month periodclause 13, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyerthe Company has reasonable evidence that the Buyer is trading insolvent, the Company may suspend the performance of its obligations under the Contract until the Buyer has complied with clause 13, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then the Buyer may upon notice confirmed in writing and sent has provided evidence acceptable to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and Company that the source will exceed the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (l0) day periodBuyer is not trading insolvent, Buyer may terminate this Agreement by giving written notice to the Buyer that the Company has suspended its obligations pursuant to this clause. 22.2. The Company shall recommence its obligations under the Contract within 2 Business Days of such termination at Buyer complying with clause 13 or providing evidence acceptable to the end Company. The Company is entitled to claim any reasonable costs of the ten Company due to the suspension (10including escalation costs) day period. A waiver of this right for any one (1) period by and the Buyer shall not constitute a waiver for subsequent periodsmust reimburse the Company the costs claimed. 22.3. If Seller after providing such assurances 10 Business Days of the Company giving a notice pursuant to Buyer’s reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipmentsclause 22.1, the Base Quantity shall Buyer has not complied with clause 13 or provided evidence acceptable to the Company, the Company may terminate the Contract by written notice to the Buyer. 22.4. The Company may terminate the Contract by written notice to the Buyer if the Buyer is otherwise in breach of any of its obligations under the Contract and fails to remedy the breach within 10 Business Days after receipt of written notice from the Company requesting the breach be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurancesremedied, or delay the resumption of shipmentby its nature cannot be remedied. 22.5. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) rail shipment are rejectable within any thirty (30) day period during such six (6) month period, then The Buyer may terminate this Agreement the Contract by written notice to the Company if the Company becomes insolvent; or the Company commits a material breach of the Contract and exercise fails to remedy the breach within 20 Business Days (or a period otherwise agreed between the parties) after receipt of written notice from the Buyer requesting the breach be remedied. 22.6. Without limiting any other remedy available to the Company, to the maximum extent permitted by law: 22.6.1. the Buyer must pay for all its other rights parts of the Maintenance Services performed prior to the termination of the Contract; and 22.6.2. if the Contract is terminated by the Company under clause 22.3 or 22.4, the Buyer must indemnify the Company from and remedies under applicable law against all claims, and any Loss incurred by the Company arising out of or in equity for Seller’s breachconnection with the termination.

Suspension and Termination. If Without affecting any other right or remedy available to it under this Agreement, Interconnector may suspend with immediate effect, access by the coal sold hereunder Shipper to the Transportation Services under this Agreement and all Capacity Transactions arising under it, if: (a) the Shipper fails to meet one pay any amount due on the Due Date or such other date on which payment falls due and that amount remains unpaid for a period of not less than three (13) days after being notified in writing by Interconnector to make payment; (b) the Shipper commits a material breach of any term of this Agreement (other than payment terms) and the breach is irremediable or (if the breach is remediable) the Shipper fails to remedy that breach within a period of three (3) days after being notified in writing by Interconnector to do so; (c) the Shipper repeatedly breaches or is in persistent breach of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that it has repudiated, rejected or disaffirmed in whole or in part the terms of this Agreement; (d) any warranty or representation given by the Shipper in Clause 4 is untrue or misleading; (e) the Shipper does not satisfy or ceases to satisfy the Credit Criteria; or (f) the Credit Support Provider in respect of a Shipper ceases to be acceptable to Interconnector pursuant to Clause 3.2 (a) or more fails to comply with any obligation under Acceptable Credit Support. Where a Xxxxxxx’s access is suspended: (a) such Shipper may not use its Registered Capacity or acquire Offered Capacity under any Allocation Mechanism; (b) Interconnector may include all or part of the Guaranteed Monthly Weighted Averages set forth Registered Capacity of the suspended Shipper as Offered Capacity in §6.1 for an Allocation Mechanism as provided under paragraph 6.4 of Section B of the Interconnector Access Code; (c) such Shipper shall remain liable to pay Interconnector all Capacity Charges and other amounts which are due and payable to Interconnector and outstanding as at the date of such suspension or that fall due during the period of any suspension (except where Interconnector exercises its right to draw on credit support provided in respect of the suspended Shipper to satisfy payment of all such amounts); (d) Interconnector shall not be liable to pay any amounts or apply any rebates to amounts payable by the suspended Shipper, including in respect of the suspended Shipper’s Registered Capacity that Interconnector re-allocates to another Shipper under sub-paragraph (b), whether or not due, during the period of suspension. Where Interconnector is satisfied that the circumstances leading to suspension of the Shipper cease to exist, the suspension of the Shipper’s access to the Transportation Services shall cease and Interconnector shall: (a) (unless the Shipper owes any amounts to Interconnector) apply any rebates and any payments owing from Interconnector to the Shipper (including Re-allocated Capacity Payments under Section F paragraph 6 of the Interconnector Access Code in respect of any Re-Allocated Capacity) to set-off amounts due and owing from such Shipper and Interconnector shall pay any balance that remains after such set-off to the Shipper, within two (2) months Months after the date on which the suspension ceases; and (b) permit the Shipper to use its Registered Capacity in respect of which the Capacity Period has not expired, provided that where all or part of the Registered Capacity of the Shipper has been re-allocated to another Shipper, the Shipper may only use it once the period of re-allocation ends. Without affecting any other right or remedy available to it under this Agreement, a six Party may terminate this Agreement and all (6and not some) month periodoutstanding Capacity Transactions under it with immediate effect by giving notice to the other Party if an Insolvency Event occurs in relation to the other Party or the other Party has committed an offence under Anti-Bribery Laws or is in breach of Clause 4.2(h) or Clause 12.1(b). Without affecting any other right or remedy available to it under this Agreement, or if five where: (5a) barge shipments in a thirty (30the Shipper’s access has been suspended by Interconnector under clause 6.1(a) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, the Shipper has not remedied the non-payment within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries Business Days after the date of coal shall meet or exceed suspension; (b) the Guaranteed Monthly Weighted Averages set forth in §6.1 Shipper’s access has been suspended by Interconnector under clause 6.1(b) or (c) and that the source will exceed Shipper has not remedied the rejection limits set forth in §6.1. If Seller fails to provide such assurances reason for suspension within said ten (l0) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day periodBusiness Days after the date of suspension; (c) the Shipper’s access has been suspended by Interconnector under clause 6.1(d), (e) or (f) and the Shipper has not remedied the event or circumstance giving rise to suspension within five (5) Business Days after the date of suspension; and there is no evidence that the Shipper intends to remedy or shall remedy the event or circumstance giving rise to suspension within the required period or the event or circumstance is incapable of remedy, Interconnector shall terminate this Agreement and all (and not some) outstanding Capacity Transactions of the Shipper under this Agreement by written notice to the Shipper. A waiver The notice of termination shall specify the reason for termination and designate a date of termination that will be no later than twenty (20) days after the date on which notice is given. Where Interconnector has terminated this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume Agreement with the Shipper and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up all outstanding Capacity Transactions with the shipmentsShipper under this Agreement under Clause 6.4 or 6.5, the Base Quantity Shipper shall cease to be entitled to its Registered Capacity and access to the Transportation Services and Interconnector shall calculate an amount equal to the sum of: (a) all amounts due and payable that are unpaid by the Shipper at the date of termination, including in respect of the events or circumstances leading to such termination and under any indemnities in this Agreement; and (b) all of the Monthly Charges that would have been payable by the Shipper in respect of its Registered Capacity for all Capacity Period(s) from the date of termination up to a maximum of ten (10) Gas Years after the date of termination; (the “Termination Amount”) which shall become immediately due and shall be reduced payable on a date Interconnector specifies. Payment of such Termination Amount shall constitute full and final satisfaction of a Shipper’s obligations and liabilities under this Agreement. Where Interconnector subsequent to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipment. If Seller, after such assurances, fails termination makes available and allocates to meet any of the Guaranteed Monthly Weighted Averages for any one (1other Shipper(s) month within the next six (6) months or if three (3) barge shipments Months after the date of termination Capacity that was registered to the terminated Shipper in accordance with paragraph 1.2 of Section B of the Interconnector Access Code and Interconnector receives payment of Capacity Charges from such Shipper(s) in respect of such Capacity, Interconnector shall rebate to the terminated Shipper sums received by Interconnector in respect of such resold Capacity. The total amount of any rebate payable by Interconnector to a terminated Shipper under this Clause 6.6 shall not exceed the Termination Amount. This Agreement may be terminated by a Shipper, upon such Shipper giving at least ten (10) days’ notice in writing of such termination to Interconnector, subject to: (a) the relevant Shipper not holding Registered Capacity in respect of any Gas Days after the date of termination; (b) there being no outstanding or accrued obligations or liabilities of the relevant Shipper in respect of Registered Capacity it holds on or before the date of termination; and (c) there being no obligations or liabilities of the relevant Shipper falling due after the date of termination in respect of Registered Capacity it holds on or before the date of termination other than in respect of the Monthly Administration Fee payable for the Month in which such termination occurs. Having regard to Interconnector’s statutory duties, in particular the obligation to take system integrity and efficient operation into account when making capacity available and its obligation to act in a manner to ensure that it always has available such resources to properly and efficiently participate in the operation of the Pipeline (under Standard Licence Condition 19(1) of the Interconnector Licence): if one at any time, after having considered all reasonable solutions, Interconnector decides it is unable economically to provide the Registered Capacity allocated to Shippers, Interconnector may (1after having notified Ofgem and XXXX of its decision and the reasons for such decision) rail shipment are rejectable within any thirty at its sole discretion terminate upon no less than twelve (3012) day period during such six (6) month period, then Buyer may terminate months’ notice to all Shippers this Agreement and exercise all its other rights (and remedies not part) of Interconnector’s obligations arising in respect of Capacity Transactions for Registered Capacity to all Shippers and shall repay to such Shippers any cash cover provided before such termination date to Interconnector (if any) in respect of such Registered Capacity. Where this Agreement is terminated under applicable law any of Clauses 5.7, 6.7, 6.8 or 12.7: (a) the Shipper will cease to be entitled to Registered Capacity and access to the Transportation Services; and (b) such termination will not affect accrued obligations and liabilities of the Parties outstanding at the date of termination provided that neither Party will have any further liabilities or obligations after the date of such termination. This Clause 6.10 and Clauses 2, 3.1, 3.2, 3.6, 3.8, 3.9, 3.10, 3.11, 4.3, 5.5,6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 7, 8, 10, 13, 14, 15 and 16 and Section H of the Interconnector Access Code shall survive termination of this Agreement. Clause 9 shall survive termination of this Agreement for the period specified in equity for Seller’s breachClause 9.2.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §Section 6.1 for any two (2) months in a six (6) month period, or if five nine (59) barge truck shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable in any thirty (30) 30 day period by Buyerperiod, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, trucks and/or railcars. Seller shall, within ten (10) 10 days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1limits. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension XXXXXXXX #XXX00000 may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, 's assurances or delay the resumption of shipmentshipments. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three two (32) barge truck shipments or if one (1) 1 rail shipment are rejectable within any thirty one (301) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.

Suspension and Termination. If (a) the coal sold hereunder during a month fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages Average specifications set forth in §6.1 for any two (2) months Delivery Months in a 1. Buyer may not invoke its right to reject a six (6) month periodShipment for exceedance of the per Shipment basis moisture and BTU specification if Seller demonstrates to Buyer’s satisfaction that the moisture content of the Shipment has been increased due to heavy precipitation during production and shipment, or if five (5) barge shipments in a thirty (30) day period are rejectable by Buyer, or two (2) rail shipments are rejectable however its quality characteristics shall be included in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed quality calculations for the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1Delivery Month. If Seller fails to provide such assurances within said ten (l010) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspensionbased on a mutually agreeable schedule. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, assurances or delay the resumption of shipmentshipments. If after deliveries resume, Seller, after such assurances, fails ’s deliveries fail to meet any of the Guaranteed Monthly Weighted Averages Average specifications for any one (1) month Delivery Month within the next six (6) consecutive months or if three one (31) barge shipments shipment, or if one (1) rail shipment are rejectable within any thirty one (301) day period Delivery Month during such six (6) consecutive month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non- Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.

Suspension and Termination. If the coal sold hereunder fails to meet one (1) or more of the Guaranteed Monthly Weighted Averages set forth in §SECTION 6.1 for any two (2) months in a six (6) month period, or if five nine (59) barge shipments in a thirty (30) 30 day period are rejectable by Buyer, or two (2if Buyer receives at generating station(s) rail shipments are rejectable in any thirty (30) day period by Buyer, then Buyer may upon notice confirmed in writing and sent to Seller by certified mail, suspend future shipments except shipments already loaded into barges, and/or railcars. Seller shall, within ten (10) days, provide Buyer with reasonable assurances that subsequent monthly deliveries of coal shall meet or exceed the Guaranteed Monthly Weighted Averages set forth in §6.1 and that the source will exceed the rejection limits set forth in §6.1CONTRACT #00-000-000 1. If Seller fails to provide such assurances within said ten (l0) 10 day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) 10 day period. A waiver of this right for any one (1) period by Buyer shall not constitute a waiver for subsequent periods. If Seller after providing provides such assurances to Buyer’s 's reasonable satisfaction, shipments hereunder shall resume and any tonnage deficiencies resulting from suspension may be made up at Buyer’s 's sole option. If Buyer elects to not make up the shipments, the Base Quantity shall be reduced to reflect the tonnage deficiency resulting from suspension. Buyer shall not unreasonably withhold its acceptance of Seller’s 's assurances, or delay the resumption of shipment. If Seller, after such assurances, fails to meet any of the Guaranteed Monthly Weighted Averages for any one (1) month within the next six (6) months or if three (3) barge shipments or if one (1) 1 rail shipment are rejectable within any thirty one (301) day period month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies under applicable law and in equity for Seller’s 's breach.