2011-03-14_REVISION - M1977493 ‎(67)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 10 & 11
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

503635 B-607 P-553 04128193 13:44 CMPAP7918 OF 99
(ii) VA shall have failed to pay delivery
charges pursuant to Section 2.7 for a period of one year or VA
shall have failed to make any OM&R payments pursuant to
Section 2.8 if such payments are not the subject of a good
faith dispute between the parties. During the pendency of any
dispute regarding OM&R payments, it shall be a material default
st hereunder if VA refuses to pay any amounts of such OM&R
payments not the subject of a good faith dispute; or
(iii) the Climax Mine shall have been permanently
shut down, final reclamation shall have begun and Climax shall
have elected to terminate its OM&R and permitting obligations.
For the purposes of this paragraph, "final reclamation„ shall
be as defined in the Mined Land Reclamation Permit for the
Climax Mine. At such time, Climax shall assign its OM&R and
permitting obligations to an assignee mutually acceptable to
Climax and VA, which entity shall assume the OM&R and
permitting obligations hereof until final.reclamation shall
have been completed.
(d) Rights and Duties Upon Termination of Climax
obligations or Default. (i) In the event that Climax's OM&R
and permitting obligations terminate in accordance with
-; Section 2.5(c)(iii) or Climax materially defaults in
performance of its obligations under this Article 2 as
determined in arbitration pursuant to Section 4.9, VA or its
assigns shall be entitled to commence OM&R and permitting of
the AW Delivery Facilities on a permanent basis in accordance
with this Agreement. In such event, Climax shall timely
execute and deliver to VA an assignment,, in mutually
acceptable form and substance, of all of Climax's right, title
and interest in and to all relevant permits (or appropriate
portions thereof) and Climax shall assist.VA in obtaining all
consents necessary to transfer such permits to VA.
(ii) Unless VA is in default as provided in
Section 2.5(c)(ii), VA or its assigns shall be entitled to
commence OM&R of the AW Delivery Facilities in accordance with
this Agreement upon Climaxes failure with respect to its OM&R
obligations, and until such time as Climax cures such failure
and reimburses VA for any extra costs incurred as a result of
Climax's failure.
?. 2.6 AW Delivery Easement. At Closing, Climax shall
convey to VA a nonexclusive, perpetual easement and
right-of-way on, in, over, across, and under the AW Delivery
Facilities, including both Existing and Future AW Delivery

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FKPD:b09 -10- 0