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Street:
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Invoices:
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Facsimile:
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Cover Sheet
CS-1 of 3
Wire Transfer:
BNK:
ABA:
ACCT:
The Parties hereby agree that the General Terms and Conditions for the Coal
Trading Association 2010 Master Coal Purchase and Sale Agreement are
incorporated herein.
Article 3
3.8(b) Remedies for Failure
to Deliver or Receive
Article 6
6.1(b) Financial Bookouts
[ ] Applicable.
______________________________
Guarantee Amount:______________
______________________________
Guarantee Amount:______________
[ ] Applicable.
Cover Sheet
CS-2 of 3
[ ] Applicable.
Article I.
Article 7
Article 8
8.1 (g) Cross Default
_________
_______
_________
Cover Sheet
CS-3 of 3
_______
Other Changes
Specify, if any:
IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly
executed as of the date first above written.
Party A Name
Party B Name
By:
By:
Name:
Name:
Title:
Title:
Cover Sheet
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1 of 1
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3.4 Title Warranty and Indemnity. Seller warrants that at the time of delivery it will have
title to the Coal, and will deliver the Coal to Buyer, free and clear of all liens, claims and
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nn,nnn.
nn.
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n,nnn.
nn,nnn.nn
nnn,nnn.nn
nn.nn%
nn.nn%
nn.nn%
nn.nn%
.nn lbs/MMBTU
nn.nnn / Ton
n.nnn / Ton
Items not specified above will use the industry standards for significant digits to the right of
the decimal place.
10.6 Governing Law. THIS MASTER AGREEMENT AND EACH TRANSACTION AND THE
RIGHTS AND DUTIES OF THE PARTIES ARISING HEREFROM AND THEREFROM SHALL BE
GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAWS.
10.7 Entire Agreement; Amendments; Interpretation. This Master Agreement, the
Schedules, Annexes, Exhibits and Appendices hereto and made a part hereof, if any, and
each Transaction, constitute the entire agreement between the Parties relating to the
subject matter contemplated by this Master Agreement and supersedes any prior or
contemporaneous agreements or representations affecting the same subject matter except
as set out in Exhibit C. Except for any matters that, in accordance with the express
provisions of this Master Agreement, may be resolved by verbal agreement between the
Parties, no amendment, modification or change to this Master Agreement shall be
enforceable unless reduced to a writing referencing this Master Agreement and executed by
the Party against whom such amendment, modification or change is sought to be enforced .
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Master Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting Party shall not be used in interpretation
of this Master Agreement.
10.8 Counterparts; Severability; Survival. This Master Agreement and each
Confirmation may be executed in several counterparts, each of which is an original and all of
which constitute one and the same instrument. Except as may otherwise be stated herein,
any provision or Article hereof that is declared or rendered unlawful by any applicable court
of law or regulatory agency, or deemed unlawful because of a statutory change, will not
otherwise affect the lawful obligations that arise under this Master Agreement or a
Transaction. In the event any provision of this Master Agreement is declared unlawful, the
Parties will promptly renegotiate to restore this Master Agreement or such Transaction as
near as possible to its original intent and effect. All indemnity and audit rights shall survive
the termination of this Master Agreement in full for a period of two (2) years (except with
respect to audit rights as to Third Party Impositions which shall survive for the applicable
statute of limitations, including any extensions thereof).
10.9 Non-Waiver; Duty to Mitigate; No Partnership or Third Party Beneficiaries. No
waiver by any Party of any of its rights with respect to any other Party or with respect to
any matter or default arising in connection with this Master Agreement shall be construed as
a waiver of any subsequent right, matter or default whether of a like kind or different
General Terms and Conditions
Page 20 of 28
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Confirmation shall (i) have the meaning for the applicable Product as set forth below; or (ii) if
otherwise, Basis shall equal the actual Shipment size .
Btu means the amount of energy required to raise the temperature of one (1) pound of
pure water one (1) degree Fahrenheit from 59.5 Fahrenheit to 60.5 Fahrenheit at a
constant pressure of 14.73 pounds per square inch absolute.
Business Day means a day on which Federal Reserve member banks in New York City
are open for business unless such day is a Holiday; and a Business Day shall open at 8:00
a.m. and close at 5:00 p.m. Eastern Prevailing Time.
Buyer means the Party to a Transaction who is obligated to purchase and receive, or
cause to be received, Coal during the Term.
Buyers Customer means the party that Buyer has contracted to sell the Coal purchased
from Seller under a Transaction.
Cash Collateral has the meaning set forth in Article 6.6.
Claims means all claims or actions, threatened or filed and whether groundless, false or
fraudulent, that directly or indirectly relate to the subject matter of an indemnity, and the
resulting losses, damages, expenses, attorneys fees and court costs, whether incurred by
settlement or otherwise, and whether such Claims or actions are threatened or filed prior to
or after the termination of this Master Agreement.
Coal means any and all of the coal to be sold by Seller and purchased by Buyer, the
quality of which conforms to the Specifications and which does not trigger Buyers rejection
rights under Article 5.2, or is otherwise accepted by Buyer under this Master Agreement or
any Transaction, and which contains no synthetic fuels, is substantially free from any
extraneous materials (including, but not limited to mining debris, bone, slate, iron, steel,
petroleum coke, earth, rock, pyrite, wood or blasting wire), is substantially consistent in
quality throughout a Shipment, meets the size required, and has had no intermediate sizes
(including fines) added or removed.
Commercially Reasonable Efforts means the taking by a Person of such action in good
faith as would be in accordance with reasonable commercial practices as applied to the
particular matter in question to achieve the result as expeditiously as practicable; provided,
however, that such action shall not require that such Person incur unreasonable expense.
Confirmation shall have the meaning set forth in Article 1.2(a).
Contract Price means the price in $U.S. per Ton to be paid by Buyer to Seller for the
purchase of Coal and any other proper charges pursuant to a Transaction.
Contract Quantity means the quantity of Coal that Seller agrees to sell to (or if
applicable, exchange with), or cause to be delivered to, Buyer, and that Buyer agrees to
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EXHIBIT A
TO THE MASTER COAL PURCHASE AND SALE AGREEMENT
CONFIRMATION
Date:_________________
Counterparties
____________________ (Party A)
____________________ (Party B)
___________________________
___________________________
___________________________
___________________________
Attn: _______________________
Attn: _______________________
Tel. ________________________
Tel. ________________________
Fax. ___________________________
Fax. ___________________________
This Confirmation sets forth the binding agreement entered into between Party A and Party
B on the TRADE DATE set out below as to a Transaction (this "Transaction") regarding the
sale/purchase of Coal under the following terms:
Trade
Date:_______________________
******Option Information (if applicable, otherwise, omit this section)*******
Option Buyer:
_______________________________________
Option Seller:
_______________________________________
Option Type:
_______________________________________
Page A-1 of 1
Option Term:
_______________________________________
Strike Price:
_______________________________________
Option Premium
_______________________________________
_______________________________________
Exercise Period:
_______________________________________
[__] Per Master Agreement
Page A-2 of 3
_______________________________________
Seller:
_______________________________________
Product:
_______________________________________
Term:
_______________________________________
Quantity/Tons:
_______________________________________
_______________________________________
Basis size:
QVA
Source(s):
_______________________________________
Contract Price:
_______________________________________
[
[
Btu/Lb.
Moisture (%)
Shipment
Standard
Shipment
Rejection Limits
]
]
[<
[>
Ash (%)
[>
Sulfur (%)
[>
SO2 (lbs./MMBTU) [
[>
Volatile (%)
[<
Top Size
Fines
Grindability (HGI) [
Page A-3 of 3
[ ] Other: ________________________
[ ] Per Master Agreement
[ ] Other: ________________________
[ ]Per Shipment [ ]Per Month [ ]Other_________
FORMULA(S) FOR QUALITY ADJUSTMENTS: Unless otherwise agreed to by the Parties, the
following formulas shall apply:
Other:
_______________________________________________________________________
_____________________________________________________________________________
This letter constitutes a "Confirmation" as referred to in the Master Agreement specified
below. This Confirmation supplements, forms part of, and is subject to, the Master Coal
Purchase and Sale Agreement dated ________________, ____, as it has or may be
amended, and supplemented from time to time (the "Master Agreement") between Seller
and Buyer. All provisions contained in the Master Agreement govern this Confirmation to the
extent not in conflict with the terms hereof. Terms used but not defined herein shall have
the meanings ascribed to them in the Master Agreement.
Please confirm that the foregoing correctly sets forth the terms of the agreement between
you and us as to this Transaction by timely returning an executed copy of this letter by
facsimile at the fax number specified in the Master Agreement. If you do not return this
Confirmation or object to any of the terms stated herein within three (3) Business Days of
your receipt of it, then in accordance with the Master Agreement this Confirmation shall be
deemed correct, and binding and conclusive evidence of this Transaction. This Confirmation
supersedes any broker confirmation concerning this Transaction.
Page A-4 of 3
Party A
Party B
By:
__________________________
By:
__________________________
Title:
__________________________
Title:
__________________________
Date:
__________________________
Date:
__________________________
Page A-5 of 3
Specification
BTU/LB.
MOISTURE
ASH
SULFUR
- CS
SULFUR DIOXIDE (S02)
- CS
VOLATILE
Size (2" x 0"):
-- Top size (inches)*
-- Fines (% by weight)*
Passing " screen
GRINDABILITY (HGI)
Standard
12,500
7.0 %
12.0 %
Shipment
Rejection Limits
(Lot: Unit Train)
< 12,200
> N/A %
> 13.5 %
N/A
> N/A %
1.20 lb./MMBTU
N/A %
< 2
< N/A %
43
> 55.0 %
< 40
CAPP Rail 12500 LS or CAR125LS means Coal which conforms to at least the
following rejection limits/specifications on an "as received" basis:
Specification
BTU/LB.
MOISTURE
ASH
SULFUR
- LS
VOLATILE
Size (2" x 0"):
-- Top size (inches)*
-- Fines (% by weight)*
Passing " screen
GRINDABILITY (HGI)
Exhibit B, Products
Standard
12,500
7.0 %
12.0 %
Shipment
Rejection Limits
(Lot: Unit Train)
< 12,200
> N/A %
> 13.5 %
N/A
N/A %
> 1.00 %
< 30.0 %
< 2
< N/A %
43
> 55.0 %
< 40
Page B-1 of 1
Specification
BTU/LB.
MOISTURE
ASH
SULFUR
SULFUR DIOXIDE (S02)
VOLATILE
Size (3" x 0"):
-- Top size (inches)*
-- Fines (% by weight)*
Passing " screen
GRINDABILITY (HGI)
Standard
12,000
10.0 %
13.5 %
1.00 %
N/A
30.0 %
Shipment
Rejection Limits
(Lot: Barge)
< 11,750
> 10.0 %
> 13.5 %
> 1.05 %
> N/A lb./MMBTU
< 30.0 %
< 3
< N/A %
41
> 55.0 %
< 38
PRB 8400 or PR84 means Coal which conforms to at least the following rejection
limits/specifications on an "as received" basis:
Specification
BTU/LB.
MOISTURE
ASH
SULFUR
SULFUR DIOXIDE (S02)
VOLATILE
Size (3" x 0"):
-- Top size (inches)*
-- Fines (% by weight)*
Passing " screen
GRINDABILITY (HGI)
Standard
8,400
30.0 %
5.5 %
N/A %
0.80 lb./MMBTU
N/A %
Shipment
Rejection Limits
(Lot: Unit Train)
< 8,200
> N/A %
> N/A %
> N/A %
> 1.20 lb./MMBTU
< N/A %
< 3
< N/A %
N/A
> N/A %
< N/A
Page B-2 of 3
Specification
BTU/LB.
MOISTURE
ASH
SULFUR
SULFUR DIOXIDE (S02)
VOLATILE
Size (3" x 0"):
-- Top size (inches)*
-- Fines (% by weight)*
Passing " screen
GRINDABILITY (HGI)
Standard
8,800
27.0 %
5.5 %
N/A %
0.80 lb./MMBTU
N/A %
Shipment
Rejection Limits
(Lot: Unit Train)
< 8,600
> N/A %
> N/A %
> N/A %
> 1.20 lb./MMBTU
< N/A %
< 3
< N/A %
N/A
> N/A %
< N/A
PRB 8800 Low Sulfur or PR88LS means Coal which conforms to at least the following
rejection limits/specifications on an "as received" basis:
Specification
Standard
BTU/LB.
8,800
MOISTURE
27.0 %
ASH
5.5 %
SULFUR
N/A %
SULFUR DIOXIDE (S02)
0.55 lb./MMBTU
VOLATILE
N/A %
Size (3" x 0"):
-Top size (inches)* < 3
-Fines (% by weight)*
Passing " screen < N/A %
GRINDABILITY (HGI)
N/A
Page B-3 of 3
Shipment
Rejection Limits
(Lot: Unit Train)
< 8,600
> N/A %
> N/A %
> N/A %
> 0.80 lb./MMBTU
< N/A %
> N/A "
> N/A %
< N/A
EXHIBIT C
TO THE MASTER COAL PURCHASE AND SALE AGREEMENT
EXISTING TRANSACTIONS AS OF_______________
BY AND BETWEEN PARTY A AND PARTY B
Transaction
Description
Confirmation
Trade Date
Page C-1 of 1
EXHIBIT D
TO THE MASTER COAL PURCHASE AND SALE AGREEMENT
BTU AND SO2 ADJUSTMENT FORMULAS
FORMULA(S) FOR QUALITY ADJUSTMENTS: When noted in a Confirmation, the following formulas
shall apply:
BTU:
If the actual Btu on an as-received basis of any Shipment accepted by Buyer is other than the Standard Btu, an
adjustment shall be calculated based on each Shipment as follows:
YEAR
2.00
After 2014:
2.86
In the event the information contained in Air Daily is no longer published or a change in the methodology, law,
regulations or industry standards has occurred that will materially alter the information, a substitute calculation
shall be mutually agreed to by the Parties.
The above information reflects that pursuant to CAIR, currently two SO 2 Allowances are required to emit one
ton of SO2 during a calendar year in a state covered by CAIR and that in 2015, this will increase to 2.86 SO 2
Allowances required to emit one ton of SO 2. The Parties recognize that CAIR is required to be modified pursuant
to a court order, and agree that SO 2 Adjustments shall be calculated using the ratios of SO 2 Allowances to tons
of SO2 as set forth above, or as may be otherwise changed by the modification of CAIR or any replacement or
Page D-1 of 1
Page 2 of 49
EXHIBIT E
TO THE MASTER COAL PURCHASE AND SALE AGREEMENT
QUANTITY VARIANCE ADJUSTMENTS
The formula for determining the Quantity Variance Adjustment (QVA) when applicable is as follows:
If the absolute value of the difference obtained by subtracting the actual Tons of Coal delivered from
the Basis for each Shipment is greater than 2% of the Basis, then Seller shall calculate, and invoice a
QVA determined by the following formula. A positive QVA shall be added to the invoice and paid by
Buyer to Seller, a negative QVA shall be deducted from the invoice and paid by Seller to Buyer:
QVA = [Basis actual Tons delivered] x [Contract Price - (Final Monthly Average Price + Product
Differential)]
Where:
Basis has the meaning set forth in the Master Agreement.
Final Monthly Average Price means the Final Monthly Average for the month of delivery, as
published by Platts Coal Trader in the OTC Broker Index table for the Product..
Product Differential has the meaning set forth in the Confirmation, and if not set forth therein,
means (i) if the Product is CAPP Rail 12500 CS, the Final Monthly Average for the month of delivery,
as published by Platts Coal Trader in the OTC Broker Index table for the coal product specification
CAPP 1% vs. Compliance spread, or (ii) for all other Products, zero (0).
Product
Basis
PRB 8800 or
PRB 8800 Low Sulfur or
PRB 8400
NYMEX Look-Alike
1,550 Tons
Page E-1 of 1
EXHIBIT F
TO THE MASTER COAL PURCHASE AND SALE AGREEMENT
SOURCE STANDARDS
CAPPCSX Standard means any rail loadout located on the CSX railroad within the
Kanawha Rate District or the Big Sandy Rate District capable of loading 100 car/10,000 Ton
Unit Trains in four hours or less.
CAPPNS Standard means any rail loadout located on the Norfolk Southern railroad
within the Kenova Rate District or the Thacker Rate Districts capable of loading 100
car/10,000 Ton Unit Trains in four hours or less.
NYMEX Standard means any dock located on the Ohio River between MP 306 and MP
317 or on the Big Sandy River.
PRB Standard means any rail loadout located on the joint line (Burlington Northern Santa
Fe/Union Pacific) in the Southern Powder River Basin within Converse or Campbell Counties,
Wyoming capable of loading 12,000 to 15,000 Ton Unit Trains.
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