ExhibitV

C-9761

CONFIDENTIAL

TRANSPORTATION CONTRACT

This Transportation Contract (this ·eontract") is made as of May 7, 2019, pursuant to 49 U.S.C. 10709 by and between NORFOLK SOUTHERN RAILWAY COMPANY, and its subsidiary railroads rNS'), with a business address at 3 Commercial Place, Norfolk, VA 23510, and INDIANA SOUTHERN RAILROAD, LLC ("ISRR") with business address at 4349 Easton Way, Suite 110, Columbus, OH 43219, and THE INDIANA RAIL ROAD COMPANY ("INRD•) with a business address at 8888 Keystone Crossing, Suite 1600, Indianapolis, IN 46240 (NS, ISRR and INRD are sometimes referred to herein collectively as "Railroads"), and KENTUCKY UTILITIES COMPANY ("Receiver"), with a business address at 220 West Main Street, Louisville, KY 40202.

Except as otherwise specifically provided herein, the tenn "Railroad" or A Railroads" shall apply individually to each of NS, ISRR, and INRD, solely with respect to such service, activities, obligations or rights as relate to shipments occurring or to occur involving such entitles' lines, tracks, personnel or equipment.

I. General Provisions.

1. Scope of Agreement. This Contract covers all rail transportation, as follows:

(a) Commodit~: Coal, STCC 11-212 ("Commodity")

(b) Origins: Specific loading points at the mines set forth In Rate Exhibits to the Appendices, which are attached hereto and made a part hereof ("Origins· and any Individual loading point an uOrigln•)

(c} Destination: Receiver's E.W. Brown Generating Station-In Brown, KY (0 Destinatlon")

(d) Routes: As set forth in Rate Exhibits to the Appendices

(e) Train Size; Up to 95 car trains (subject to Article 1 (f} and Article 16 hereof)

(f) Minimum Train Size: 90 cars. In the event that a shipment under this Contract falls to meet the Minimum

Train Size provided herein due to either the bad ordering of a car(s) or the fault of a Railroad or a decision by NS to provide manifest service, then the applicable rate in the Rate Exhibits to the Appendices shall nonetheless apply to the actual number of cars and tons transported by Railroads for such shipment. Otherwise, if a shipment fails to meet the Minimum Train Size provided herein, Receiver shall be liable for transportation rate charges with respect to such shipment as If it contained the number of cars meeting such Minimum Train Size, with the number of cars by which the shipment falls short of the Minimum Train Size treated as if they were included in such shipment and loaded with 115 net tons of Commodity each (the 0 Deficit Freight Fee•). The parties acknowledge that there may be a lag between the date of a Contract shipment and the date on which NS determines that a Deficit Freight Fee is owed hereunder, and Receiver shall pay the appUcable Deficit Freight Fee after receiving an invoice therefor from NS within the time period prescribed for the payment of freight bills.

(g) Eguimnent: Private Railcars, as specified in Article 23

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2. Effective Date. This Contract shall take effect on May 7, 2019 (the •Effective Date").

3. Duration. The term of this Contract shall commence on the Effective Date and shall continue for twenty• four (24) months from the Effective Date (the "Term;, provided that the Term of the Contract shall automatically extend to such date in calendar year 2021 as necessary to allow Railroads to transport the Permitted Demand subject to Receiver request, as described in Article 27. Payments due under this Contract at the time of termination shell remain due and payable.

4. Confidentiality. The parties shall maintain the confidentiality of this Contract and shal not disclose its terms without the prior written consent of the other Party. Notwithstanding the foregoing, this Contract may be disclosed when required by law, regulation or court order; provided, however, that in the event disclosure Is so required, the disclosing party shaft furnish only that portion of the Contract that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Contract. Notwithstanding the foregoing, either Party may disclose to Relevant Third Parties those portions of the Contract related to operational requirements of transportation services hereunder, Including without limitation railcar loading and train length requirements. The term "Relevant Third Parties• shall mean any third parties involved in the supply of Commodity that is transported hereunder. In the event of a breach of this Article 4, (i} all monetary damages are limited to actual damages, end (Ii) a breach of this Article 4 shall not give rise to the right to suspend or tenninate this Contract. For the avoidance of doubt, nothing In this Article 4 shall be deemed to require that Receiver obtain consent from Railroads prior to disclosing this Contract to the Kentucky Public Service Commission (the •psc-) as required under Kentucky Law, and Railroads acknowledges that: (I) current PSC practices do not provide the ablllty for Receiver to obtain confidential treatment of the Contract and (ii) when so disclosed, current PSC practices may result in all or part of the Contract being made public.

5. Goveminq Law. To the extent not governed by federal law, the Interpretation and performance of this Contract shall be governed by the laws of Virginia without regard to any conflict of laws provisions.

6. Notice. Except as otherwise provided herein, any notices under this Contract shall be in writing and (i) if sent by first class mall, return receipt requested, notice shall be deemed received upon the date noted as received on the receipt; or (ii) if sent by ovemight delivery by U.S. Mail, FedEx. UPS, or other private carrier, notice shall be deemed received on the next business day; or (Ill) if sent by electron le mail, notice shall be deemed received on the date that it is sent or the next business day; or (iv) if sent by facslmile, notice shall be deemed received on the date that confirmation Is sent via facsimile.

Any notice to NS shall be sent to: Vice President Coal Norfolk Southern Corporation 3 Commercial Place Norfolk, VA 23510 E-mail: david.lawson@nscorp.com

With Copies via email to: rob.zehringer@nscorp.com clark.reed@nscorp.com brandi.smlth@nscorp.com

Any notice for ISRR shall be sent to: Indiana Southern Railroad, LLC 4349 Easton Way, Suite 110 Columbus, OH 43219

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Email: mpohlod@gwrr.com With copies to:

amanda.rice@gwrr.com

Any notice for INRD shall be sent to: The Indiana Rall Road Company Senior VP and Chief Financial Officer 1500 S Senate Avenue Indianapolis, IN 46225 Fax: 317-262-3310 Email: mike.engel@lnrd.com

Any notice to Receiver shall be sent to: Director Corporate Fuels & By-Products LG&E and KU Services Company 220 West Main Street Louisville, KY 40202 Fax: (502) 627-2194 E-mail: Caryl.Pfelffer@lge-ku.com

Or to such other address or addresses as shall be furnished hereafter in writing.

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7. Assignment. This contract shall be binding upon and inure to the benefit of the parties, their successors, and pennitted assigns. However, no such assignment to successors or other parties shall be made without the prior written consent of the other parties. No.partial assignment shall be made. The parties acknowledge that Receiver's performance of its obligations in this Agreement may be performed by one or more agents, including without limitation LG&E and KU Services Company.

8. Cancellation. In the event that (i) NS oeases service on any line or track used for Contract service, (ii) any other railroad cancels a route or switching service necessary to complete a rail movement under this Contract or (iii) any other railroad increases its charges for switching service (absorbed by NS) necessary to complete a rail movement under this Contract by more than 10% per amum, then this Contract shall no longer apply to the affected Origin and Destination pair(s) and Receiver shall be relieved of any further obligation hereunder between affected Origin and Destination pairs; provided, however, that NS shall retain the right to provide service between affected Origin and Destination pairs via alternative routes, and Receiver shall not be relieved of its obligations hereunder between affected Origin and Destination pairs In such event.

9. Non-Waiver. The failure of either party to demand strict performance of any or all of the terms of this Contract, or to exercise any or all rights conferred by this Contract, shall not be construed as a waiver or relinquishment of that party's right to assert or rely upon any such right in the future.

10. Incorporation. Shipments moving under the terms of this Contract are subject to all classifications, tariffs, and successor documents, and government, AAR, and carrier rules and regulations that do not expressly conflict with a term of this Contract (collectively, the ·incorporated Provisions"), as such Incorporated Provisions may be promulgated or amended from time to time. The Incorporated Provisions shall specifically Include, but shall not be limited to, NS Conditions of Carriage No. 2-P, all NS Tariffs and Conditions listed therein, and any supplements thereto or successor versions thereof. The conditions of carriage of the applicable Railroad shall apply when shipments are on such RaUroad's lines pursuant to this Contract. Where any Incorporated Provision expressly conflicts with this Contract, the provisions of this Contract will control.

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11. Service. Railroads do not guarantee delivery by a particular train or within a particular time and does not guarantee rail services on any schedules, published, projected, or implied. Railroads will not be liable for failure to transport any shipment by any particular train or in time for any particular market regardless of whether Railroads knew or should have known of a need or expectation for such transport. Furthermore, Railroads do not guarantee the providing of empty railcars In accordance with any schedule regardless of whether Railroads knew or should have known of the need for such empty railcars. Railroads shall be responsible hereunder for providing rallcar service with reasonable dispatch in accordance with the Uniform Bill of Lading.

12. Transportation Rates. The transportation rates effective May 7, 2019, for each net ton (2.000 pounds) of Commodity transported under this Contract shall be based on Origin as set forth in the Rate Exhibits to the Appendices.

Receiver shall pay NS such amounts for transportation rate charges, and NS shall be responsible for any further allocation or payment, In whole or in part, thereof to other applicable Railroads. NS shall serve as payment agent for such applicable Railroads, and payment by Receiverofappllcable amounts to NS shall constitute constructive and actual satisfaction of Receiver's payment to other applicable Railroads.

13. Ad justment. Effective May 7, 2020, lhe lhen current base rates set forth in the Rate Exhibits to the Appendices hereto shall increase by 5.0%.

14. Weights for Freight Billing. For purposes of calculating charges on Contract shipments, Receiver shal arrange for weights to be taken from certified Origin scales. Receiver shall cause weights to be provided to NS within twenty-four (24) hours of the loading of the applicable shipment. In the absence of such Origin scales, the parties shall use, in order of preference: (I) certified scale weights at Destination, (ii) weights determined by certified Railroad scales, or (iii) the average per-car weights as determined from the previous five Contract shipments In the same type of equipment from the same Origin that were weighed by NS on approved, certified rail scales or on certified Origin scales. No fee shall be charged to Receiver for weighing a given shipment In motion on certified NS rail scales. All Destination scales, Origin scales, and Railroad rail scales, as described In this Article 13, shall be maintained, tested, and operated in accordance with the Track Scale Specification and Rules approved by American Association of Railroads and NIST Handbook 44.

15. Unit Train System. NS's Unit Train System (formerly CTMS) shall serve as the electronic business platform for the execution and management of transportation transactions between Receiver and NS hereunder. NS shall be responsible for coordination with other Railroads regarding Information contained in or access to the Unit Train System. The Unit Train System shall not in any way alter the underlying commercial obligations between Receiver and NS hereunder. Transportation management functions to be performed through the Unit Train System shall include, but shall not be limited to scheduling and permitting shipments for loading; performance monitoring; and measuring of equipment utilization.

16. Shipping Estimates and Limitations. For planning purposes only, Receiver shall provide to NS a plan for Contract shipments for each calendar month in the Term by the 21 11 of the preceding month (·Monthly Coal Tonnage Forecast;, provided that NS shall be under no obligation pursuant to lhis Article beyond the service requirements of Article 11. Receiver shall submit its Monthly Coal Tonnage Forecast for Contract shipments in writing to NS via the Unit Train System. Receiver shall endeavor to ship tonnage pursuant to this Contract during each calendar year in the Term at a ratable pace. Notwithstanding anything to the contrary in this Contract, Receiver shall not ship pursuant to this Contract more than 12 trains per calendar month.

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17. Permitting. For each Contract shipment, Receiver or Its designated representative must request a permit via the Unit Train System at least seven (7) days in advance of shipment: unless a shorter advance notice is acceptable to NS at its sole discretion. Such request must specify the Origin, the requested date of shipment, this Contract number and the Destination. NS does not guarantee issuance of permits, or observance of scheduled dates and times and reserves the right to determine whether to provide unit train or manifest service. Additional shipment scheduling communications may be sent to NS by first class mail or by email or other agreed upon methods addressed as follows:

System Manager - Unit Train Services Norfolk Southern Rallway 1200 Peachtree Street NE Atlanta, GA 30309 Email: ch ristopher.cassell@nscorp.com With copies to: utscoalloadedsouth@nscorp.com

18. Force Majeure.

(a) In the event a party is unable to meet its obligations under this Contract because of Force Majeure, then, such party shall be excused from performance of such obligations to the extent and for the duration of the Force Majeure condition; provided that the party declaring Force Majeure shall provide the other party with prompt written notice of (i) when the Force Majeure condition begins, (ii) the cause and nature of the Force Majeure condition, and (Iii) when the Force Majeure condition terminates: and provided further that the parties shall make commercially reasonable efforts to continue to meet their obligations hereunder for the duration of the Force Majeure condition; and provided further that the party declaring Force Majeure shall make commercially reasonable efforts to expeditiously remedy the cause of the Force Majeure condition and shall notify the other party in writing of remedial actions being taken and the projected schedule for implementing any remedy of the Force Majeure condition. Notwithstanding the foregoing, neither party shall be obligated to settle any strike or labor disturbance except on terms satisfactory to such party.

(b) The term "Force Majeure" shall mean an occurrence beyond a party's control and arising without its fault or negligence, including war, insurrection, acts of terrorism, riot, rebellion, Acts of God, labor dispute, and orders or acts of military or civil authority.

(c) Environmental Force Majeure. The parties recognize that, during the Term, Federal, state, or local legislative or regulatory bodies or the courts may adopt or reinterpret environmental laws, regulations, policies and/or restrictions relating to air, water, waste or other pollution or otherwise ("Environmental Laws") which may render continued consumption of Commodity at Destination Impossible or no longer economically feasible for Receiver. If any new Environmental Law is enacted, or any existing Environmental Law is reinterpreted, by an authority of competent jurisdiction, during the Term, that renders continued consumption of Commodity at Destination by Receiver impossible or no longer economically feasible (which the parties recognize would not alone qualify for Force Majeure), and Receiver has in fact ceased all consumption of Commodity at Destination as a result thereof ("Environmental Force Majeure"), then Receiver shall be excused from its contractual obligations to the extent it Is unable to meet Its obHgations under this Contract because of such Environmental Force Majeure and for the duration of such Environmental Force Majeure, provided that Receiver also complies with the requirements set forth in subsection (a) of this Article. For the avoidance of doubt, a Force Mejeure and an

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Environmental Force Majeure shall not include a rnere change in dem~nd for Commodity or change in rates for electricf3I power or rail transportation, whether foreseeable or not, unless such ·change(s) are caused by a new or reinterpreted Environmental Law.

19. Fuel · Surcharge. A fuel surcharge (the "FSC") will be .paid by Receiver to NS. The FSC will be based Upon the average monthly price of U.S. No. 2 highway diesel (On-Highway) ("OHO"), calculated using the daily prices published by the U,S. Energy lnfonnation Administration (http:/Jwww.eia.gov/j (as setforth below, the "OHO Average Price~). The FSC will be assessed on all line-haul freight shipments .

The applicable FSC shall be applied to each shipment having a bill of lading dated on or after the first day of the second calendar month of a given OHO Average Price calculation. The FSC will change monthly per the table below: ·

Calendar Month of Fuel Surcharge Calendar Month of Fuel Surcharge OHO Average Price: AppUed: OHO Averaae Price: Aoolled:

January March 1st July September 111

February April 111 August October 1st

March May 181 September November 1111

April June 1st I October December1 111

May Julv 111 November Januarv 1'1

June Auaust 111 December Februarv 1st

In the event the OHO Average Price equals or exceeds $2.75 per gallon, the FSC assessed on each rallcar will be $0.01 per mile of the line-haul movement for every $0.04 per gallon, or portion thereof, by which the OHD Average Price equals or exceeds $2.75 per gallon. If the U.S. Energy lnfonnation Administration ceases publication of the price of U.S. No. 2 highway diesel {On-Highway) under any name, for any reason, NS will endeavor to obtain the same Information from another public source and, if such information is not available from any public source, NS will employ a suitable substitute source of price or measure.

The following schedule reflects the applicable FSC within the OHO Average Price ranges noted below.

OHO Average FSC Per Mlle, OHO Average FSC Per Mlle, Price/Gallon: Per Rallcar: Price/Gallon: Per Rallcar:

$0-$2.749 $0.00 $2.99 - $3.029 $0.07 I $2.75 - $2.789 $0.01 $3.03 --$3.069 $0.08

$2. 79 - $2.829 $0.02 $3.07- $3.109 $0.09 $2.83 • $2.869-,- $0.03 $3.11 • $3.149 $0.10 $2.87 - $2.909 $0.04 $3.15-$3.189 $0.11 $2.91 - $2.949 $0.05 $3.19-$3.229 $0.12 $2.95 - $2.989 $0.06 I $3.23 And Above *Note Below

• The FSC will be $0.12 per line-haul mile plus an additional $0.01 per line-haul mile for every $0.04 per gallon, or portion thereof, by which the OHD Average Price per gallon exceeds $3.23.

Mileage will be determined using ALK Practical miles, as adjusted from time to time and as is reflected ln NS's records on the date of determination of the applicable FSC. The parties

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acknowledge that there may be a lag between the time new ALK Practical miles are published and the date on which NS adopts the newly published miles into Its records for use in connection with Its FSC programs.

20. Limitation of Damages. Notwithstanding any provision in this Contract to the contrary and regardless of the nature of the cause of action, whether in tort, contract, or otherwise, in no event shall any party to this Contract be liable hereunder for any special, consequential, incidental, indirect or punitive damages (including, but not limited to, lost profits, cost of capital, or business interruption expenses) arising out of the services provided under this Contract, even If advised of the possibility of such damages.

21 Billing. Waybilling shall be for each shipment (not for each separate car) and shall be under the terms of the Uniform Bill of Lading {as published in the ICC UFC 6000-series tariff) and shall contain the number of this Contract. NS shall invoice Receiver for services rendered under this Contract. Receiver shall make payments to NS.

22. Bankruptcy or Insolvency.

a. Receiver acknowledges and hereby agrees that:

1. Each Railroad is a "Critical Vendor" of essential services under the provisions of this Contract and as that term is interpreted and understood within the context of a bankruptcy proceeding;

2. Under the provisions of this Contract, each of the Parties has continuing unperformed obligations, which the failure by a Party to perform would create a material breach excusing the performance of the other; and,

3. In the event a petition for reorganization or adjustment of debts is filed under Chapter 11 of the Bankruptcy code, the Trustee or Receiver, as Debtor-in­Possession, will elect to either assume or reject this executory contract within sixty {60) days from the date of the filing of the Petition under Chapter 11.

b. Notwithstanding the foregoing, it is expressly understood and agreed that no election to assume this Contract under the foregoing provision shall be effective unless the following conditions, which Receiver acknowledges as commercially reasonable shall have been satisfied:

1. the Trustee or Debtor-in-Possession has cured all monetary defaults under this Contract, and

2. the Trustee or Debtor-in-Possession has provided NS, on behalf of the Railroads, with adequate assurance of the future performance of Receiver's obligation under this contract.

c. For purposes of this Article, the Parties acknowledge that, in the context of a bankruptcy proceeding, at a minimum, "adequate assurance of future perfonnance" shall mean:

1. the Trustee or Debtor-in-Possession shall deposit with NS, on behalf of the Railroads and as security for the timely payment of switching and linehaul charges, an amount equal to the average thirty (30} day accrual for such charges;

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2. in the event the contract Is assumed and assigned by Order of a Bankruptcy Court, the assignee shall submit to NS, on behalf of all Railroads, a current audited financial statement showing a net worth and working capital in amounts as determined, by NS, to be sufficient to assure future performance by such assignee of Receiver's obligations under the contract; and

3. the assignee, if requested by NS, on behalf of all Railroads, shall have obtained guarantees in form and substance satisfactory to NS from one or more persons who satisfy NS's standard of creditworthiness.

23. Unit Train Shipments and Equipment.

a. Receiver shall provide all rallcars for use In rail transportation service hereunder (such railcars "Private Cars"), unless otherwise specified in the Appendices, which Private Cars shall be: (i) provided per diem-free and mileage-free and otherwise at no cost to Railroads; (ii) aluminum rapid discharge rail cars, where each car shall have a 286,000 pound gross weight on rail load limit, (iii) capable of carrying a minimum lading weight of not less than 115 net tons of Commodity; (iv) qualified for and granted OT -5 authority for the Term, provided that all railcars are and remain mechanically acceptable to Railroads for rail operation and (v) bearing private car marks ending in the letter •x". References to "rallcar" or "railcars" in this Contract shall be deemed to mean Private Cars.

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b. Except as otherwise provided in this Contract, the number of cars and train sets allowed in service to transport Commodity under this Contract shall be detennined by NS in its sole discretion.

c. Pursuant to Article 10, Incorporation, and without limiting the generality thereof, with respect to matters related to the Private Cars, Receiver and Railroads shall abide by and be subject to the AAR Interchange Rules, as amended from time to time, and other provisions regarding responsibility and procedures for loss or damage to Private Cars; the maintenance and repair rules and regulations; and the settlement value table of the Office Manual of the AAR Interchange Rules. When repairs to Private Cars are made at one of Railroads' facilities, applicable MR-specified charges shall apply.

d. In case of derailment or damage to Private Cars consigned for delivery to Receiver, Receiver and Railroads shall abide by and be subject to the AAR notification procedure, as amended from time to time, which currently requires the use of the Railinc Damaged and Defective Car Tracking System.

e. Railroads shall have no common carrier duty to supply railcars for service between Origins and Destination at any time during the Term, and Receiver shall otherwise neither require nor seek to require that railcars be supplied by Railroads for such service.

f. Receiver shall properly size train sets of Private Cars at Destination for subsequent loading of shipments.

g. NS will use commercially reasonable efforts to provide Receiver with the most recent monthly wheel inspection report ("WILD Impact Statics") on Receiver's railcar fleet by the 10th of each month.

h. (i) In the event of any incident, derailment, or accident for which the damages, costs, and liabilities exceed $10,000, Receiver shall reimburse and indemnify Railroads for such damages, costs, and

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liabilities In an amount equal to the degree of fault or negllgence attributable to Receiver or the Receiver's contractors; provided, however, that Receiver shall reimburse and indemnify Railroads for all damages, costs, and liabilities when an incident, derailment, or accident results from an undiscovered latent defect of the Private Cars or from Improper loading of the Private Cars. Such damages, costs, and liabilities shall include, but not be limited to, track repairs, personal injury claims, and environmental mitigation costs, arising from the incident, derailment, or accident. The preceding portions of this Article 23(h) notwithstanding, Receiver shall not reimburse and indemnify Railroads for damages, costs and liabllltles to the extent such damages, costs and liabilities result from fault or negligence of Railroads. (ii) In the event of any incident, derailment , or accident for which the damages, costs, and liabllitles to Receiver exceed $10,000, Railroads shall reimburse and indemnify Receiver for such damages, costs, and liabilities In an amount equal to the degree of fault or negligence attributable to Railroads or Railroads' contractors according to the MR Interchange Rules, as amended from time to time, provided however that (a) Railroads shall not reimburse and indemnify Receiver to the extent damages, costs and liabillties result from an undiscovered latent defect in, or improper loading of, the Private Cars and (b) damages, costs and liabilities relating to the Private Cars themselves shall be governed by this Article 23(h).

24. Unloading.

a. Receiver shall completely unload and release all cars In each shipment at Destination, as documented in the Unit Train System. Actual placement of a given train shall occur when such train has been tendered to Receiver on the Inbound yard track and the NS locomotives have been detached. Constructive placement shall occur when a given shipment Is stopped short of actual placement due to any cause attributable to Receiver.

b. Shipments may be placed for unloading at Destination at any time by NS twenty-four (24) hours a day, seven days a week. Receiver shall use commerclally reasonable efforts to unload seven days per week.

c. Receiver shall operate all unloading devices at Destination.

d. If a loaded shipment is either prevented or delayed from being placed at Destination by Receiver, NS will assess Stop-in-Transit and/or Storage charges, as described in Tariff 9219-Saries, and any supplements thereto or successor versions thereof, pursuant to Article 10, Incorporation, and without limiting the generality thereof.

e. Receiver shall release all shipments via the Unit Train System. In the event the release of a given shipment cannot be accomplished via the Unit Train System due to a Unit Train System malfunction, Receiver shall notify NS via email (utscoalloadedsouth@nscorp.com and tn_oss_il_chief_dispatchers_office@nscorp.com) of the shipment release. Such email shall be accepted by NS as proper notice of release for such shipment.

f. Receiver shall tender empty trains to NS with all car doors closed and locked and all railcars safe for movement to Origin for loading.

25. Suspension of Loadings. Railroads shall have the right to suspend loadings at Origin when reasonably necessary due to operational conditions, Including without limitation congestion at Destination. If the collateral impact of the suspension of loadings Is such that greater service disruption is created by the suspension of loadings, Receiver and Railroads may mutually agree to

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continue with the scheduled loadings as equipment supply allows. Receiver shall unload successive shipments upon arrival following any unloading disruption that causes consecutive shipments to be staged for unloading at Destination.

26. AYQ!!. During the tenn of the Contract and for a period of two (2) years thereafter, each party shall have the right. at its sole expense and during nonnal business hours and at the normal place of business of the other party(ies). to examine the records of the other party(ies) to the extent reasonably necessary to verify the accuracy of any statement, charge or computation involving the determination of the Destination Burn, weights or the applicability of charges pursuant to this Contact. If any such examination reveals any uncontested inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly.

27. Permitted Demand. Railroads agree to transport, pursuant to the Contract, at the applicable Transportation Rates as set forth in the Rate Exhibits to the Appendices hereto, up to 110% of the net tons of Commodity burned to generate electricity at Destination in the Term {"Destination Bum•), provided that such net tons are permitted in accordance with Article 17, Permitting ("Permitted Demand"). As noted above in Article 3, Duration, the Term of the Contract shall automatically extend to such date in calendar year 2021 as necessary to allow Railroads to transport the Permitted Demand subject to Receiver request ("Extended Term"). With respect to the preceding sentence, the date on which shipments are delivered to Destination shall govern for purposes of determining the termination date of the.Extended Term.

As an example which shall be for illustrative purposes only, if the Destination Burn is 1 million net tons, Railroads shall transport, pursuant to the Contract, at the applicable Transportation Rates as set forth in the Rate Exhibits to the Appendices hereto, up to 1.1 million net tons of Commodity, provided that such 1.1 million net tons are permitted hereunder; and, if Railroads only transport 950,000 of such net tons in the Tenn, then the Term of the Contract shall automatically extend to such date in calendar year 2021 as necessary to allow Railroads to transport the remaining 150,000 of such net tons; and, if all such 1.1 million net tons are delivered to Destination on or before June 6, 2021, then, the Extended Term shall terminate on June 6, 2021.

The determination of the Destination Burn shall be made from Receiver's certified bum statement, subject to NS's audit rights to verify the accuracy thereof, as described in Article 26 of the Contract. Receiver's certified bum statement shall be sent to NS by May 31, 2021 via e-mail to the NS recipients designated in Article 6, Notice.

28. No Third Party Beneficiaries. Nothing in this Contract shall be construed to give any person or entity other than Railroad and the Receiver and their respective successors and permitted assigns any legal or equitable right, remedy, or claim under this Contract.

29. Entire Agreement. This Contract constitutes the entire understanding of the parties with respect to the subject matter hereof and may not be modified or changed except by written amendment signed by an authorized representative of both parties.

30. Addition of Parties and Modification of Appendices. The parties acknowledge that this Contract is intended to cover the Origins in addition to any other origins that NS and Receiver desire to add hereto. Accordingly, additional railroads may be added to this Contract (and, thus, become "Railroads" for purposes of this Contract) from time to time through the creation of new appendices, and none of the Railroad parties hereto other than NS shall need to be a party to such appendices

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in order to effectuate the addition of such railroads to this Contract. Similarly, amendment of the various appendices to this Contract may be effectuated through written amendments signed by the parties to such appendices without the signature or consent of the parties to the other appendices. The parties acknowledge that they will only receive and be able to view the appendices applicable to them. Notwithstanding the foregoing, no provision in any appendix hereto shall modify the terms of this Contract or any other appendix to this Contract as such terms apply to Railroads that are not parties to such appendix.

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IN WITNESS WHEREOF, the partJes have executed this Contract by their duly authorized representatives as of the day and year first above written.

NORFOLK SOUTHERN RAILWAY COMPANY THE INDIANA RAILROAD COMPANY

By: ------------Name: ----------

Title: G VP- Ce.-\ N\ \:.\..6 Title: ----------

INDIANA SOUTHERN RAILROAD, LLC KENTUCKY UTILITIES COMPANY

By: ___________ _ By: OJ. b:li= Name: __ _ Name: D~A~6 S, S,~ c ~ ,

Title: _________ _ Title; \/ f ~rtr j~ SJ.ti/ '•r k.J~j I

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IN WITNESS WHEREOF, the parties have executed this Contract by their duly authorized representatives as of the day and year firm above written.

NORFOLK SOUTHERN RAILWAY COMPANY THE INDIANA RAILROAD COMPANY

By: ---------------- By: ____________ _

Name: __________ _ Name: -----------Title: __________ _ Title: -----------

KENTUCKY UTILITTES COMPANY

By: ____________ _

Name: Martin Pohlod Name: __________ _

Trtle: President Title: __________ _

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IN WITNESS WHEREOF, the parties have executed this Contract by their duly authorized representatives as of the day and year first above written.

NORFOLK SOUTHERN RAILWAY COMPANY THE INDIANA RAILROAD COMPANY

By: ___________ _ By.~

Name: __________ _

Title: __________ _ Title; '?V" ; {!_,fo -~---------

INDIANA SOUTHERN RAILROAD, LLC KENTUCKY UTILITIES COMPANY

By: ------------By: ___________ _

Name: __________ _ Name: -----------

Title: Title: ---------~- ---------

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CONFIDENTIAL (NS and Receiver)

APPENDIX A

To Master Transportation Contract NS•C-9761

This Appendix A is confidential between NS and Receiver only and governs shipments made under the Contract via NS direct service. This Appendix A supplements the Contract and is intended to be read and applied together with the Contract. All capitalized terms used and not otherwise defined in this Appendix A have the meanings ascribed to such temis in the Contract.

1. Transportation Rate. The transportation rate for each net ton (2,000 pounds) of Commodity transported under this Appendix A shall be based upon Origin, all as more particularly sel forth In Rate Exhibit #1 which is attached hereto and made a part hereof, in the Contract (the "Transportation Rates").

2. Capacity Charges. Except as provided below, Receiver shall pay NS the amount of $406,667 each month during the Term ("Monthly Charge;, for a sum payment of Monthly Charges to NS during the Tenn of $9,760,008. In the event a valid Force Majeure has been declared, as described in Article 18 of the Contract, that prevents Receiver from operating the E.W. Brown Generating Sta~n or prevents Railroads from performing their obligations, in each case for more than seven (7) consecutive calendar days, then the Monthly Charge for the applicable month{s) shall be reduced by an amount equal to the number of days of the Force Majeure divided by the number of days in the applicable month(s) times the Monthly Charge. Receiver shall pay the Monthly Charge under nomial credit terms upon receipt of a bill, which properly reflects as a credit any accumulated reductions at the time of invoicing, therefor from NS.

For avoidance of doubt, Monthly Charges shall not be owed by Recetver In respect to any Extended Term.

3. Loading at Rapid Trainload Loadouts,

a. Pursuant to Article 10, lncorp(?ration, and without limiting the generality thereof, any applicable detention charges for shipments shall be In accordance with NS Tariff 9219-Series.

b. Loading Free Time shall start at the earlier of the (a) the earlier of the actual or constructive placement of the first rail car on the loading track at Origin or (b) the time the shipment is tendered for loading as documente<:J In the Unit Train System.

C-9761

c. Upon written request from Receiver. NS shall, at its convenience and subject to applicable tariffs, provide the service of moving Private Cs1'6 over consignor's tracks for loading at Origin.

d. Pursuant to Article 10, Incorporation, and without limiting the generallty thereof, Receiver will exert commercially reasonable efforts to prevent the occurrence of frozen lading by arranging for suppliers to apply a freeze conditioning agent to Commodity as warranted by weather at Origin and/or Oestlnatlon.

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IN WITNESS WHEREOF, the parties have executed this Appendix A by their duly authorized representatives as of the day and year first above written.

NORFOLK SOUTHERN RAILWAY COMPANY

By: Y~e-¼ Name: -~~ ---Z.€Hj2.\~£1t

Title: 6-\/'(. C.o~\ ffi \:...\--2)

KENTUCKY UTILITIES COMPANY

By. oqu~J.L Name: Oev., ~ S Yi; cl4.,;.

ntle: _Jjf_ ~"'lr'91 S"v! {):1pr..,\_y1i

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C-9761

CONFIDENTIAL (NS and Receiver)

RATE EXHIBIT #1 TO APPENDIX A

To Master Transportation Contract NS•C-9761

BASE RATE FOR PRIVATE CARS

RATE PER ORIGIN NET TON

Sunrise Loop (Sunrise Loop, IN) $7.15

Charger (Algers, IN) $7.15 -- - -I

liberty (Squaw Creek, IN) $7.15

K, ibson County (Princeton, IN) $7.15

,Francisco (Francisco, IN) $7.15

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C-9761

-,

ROUTE

NS Direct -

NS Direct

NS Direct

NS Direct

NS Direct

CONFIDENTIAL (NS, ISSR, and Receiver}

APPENDIX 8

To Master Transportation Contract NS-C-9761

This Appendix B is confidential between NS, ISRR and Receiver only and governs shipments made under the Contract via joint-line service including both NS and ISRR. This Appendix B supplements the Contract and is intended to be read and applied together with the Contract. All capitalized terms used and not otherwise defined in this Appendix B have the meanings ascribed to such terms in the Contract.

1. Transportation Rate. The base transportation rate for each net ton (2,000 pounds) of Commodity transported under this Appendix B shall be based upon Origin, all as more particularly set forth in Rate Exhibit #1 which is attached hereto and made a part hereof, In the Contract (the "Transportation Rates").

2. Loading. The following applies to Commodity loaded at ISRR origins. Pursuant to Article 10, Incorporation, in the Contract and without limiting the generality thereof, any applicable detention charges for shipments shall be in accordance with ISRR General Tariff 1000 and 6006-Series.

1

C-9761

IN WITNESS WHEREOF, the parties have executed this Appendix B by their duly authorized representatives as of the day and year first above Written.

NORFOLK SOUTHERN RAILWAY COMPANY

By: :]2~,

Name: ]2h,) --Zc1-JP...1~~

INDIANA SOUTHERN RAILROAD, LLC

By. ___________ _

Name: __________ _

Title:

KENTUCKY UTILITIES COMPANY

By: { )d)JJb Name: 0 0.).,1 ,"rj S, ~ Jt:t,r

'} ~ Title: J!.f__ J,,- v 1 ') J ,, .. k )½}.d ; 1

/rT. J

17

C-9761

IN WITNESS WHEREOF, the parties have executed this Appendix B by their duly authorized representatives as of the day end year first above written.

NORFOLK SOUTHERN RAILWAY COMPANY

By. ____________ _

Name: ___________ _

T'ltte: ___________ _

Name: Martin Pohlod

Title: President

KENTUCKY UTILITIES COMPANY

By: _ __________ _

Name: ___________ _

Title: ___________ _

2

C-9761

C•9761

CONFIDENTIAL (NS, ISRR and Receiver)

RATE EXHIBIT#1 TO APPENDIX B

To Master Transportation Contract NS..C•9761

BASE RATE FOR PRIVATE CARS

RATE PER ORIGIN NET TON ROUTE

!Somerville (Somerville, IN) $8.25 ISRR - Oakland City, IN • NS

Wild Boar (Lynnville Mine, IN) $8.25 ISRR-Oakland City, IN· NS

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CONFIDENTIAL (NS, ISRR, INRD, and Receiver)

APPENDIXC

To Master Transportation Contract NS-C-9761

This Appendix C is confidential between NS, ISRR, INRD and Receiver only and governs shipments made under the Contract via joint-line service including all of NS, ISRR and INRD. This Appendix C supplements the Contract and is intended to be read and applied together with the Contract. All capitalized terms used and not otherwise defined in this Appendix C have the meanings ascribed to such terms in the Contract.

1. Jr@0§9~..tPtion ft.lJI• The base transportation rate for each net ton (2,000 pounds) of Commodity transported under this Appendix C shall be based upon Origin, all as more partioular1y set forth in Rate Exhibit #1 which is attached hereto and made a part hereof, in the Contract (the "Transportation Rates").

1

C-9761

C-9761

IN WITNESS WHEREOF, 1he parties have executed this Appendix C by their duly authorized representatives es of the day and year first above written.

NORFOLK SOUTHERN RAILWAY COMPANY THE INOIANA RAILROAD COMPANY

By. ~- b~(S==--- By: ------------Name: '"R.t-,..) Z.cfttLiNG-ef'..

Name: ----------Title: GVr- C6~ ( /Yl J..::)

Trtle: _________ _

lr-.lCIANA SOUTHERN RAILROAD, LLC KENTUCKY UTILITIES COMPANY

By: ___________ _

Name:

~: ___,_Q""--=-k,R.._--:--=~~-- 1ff Name: C)~ ~ ~ .>r .. Si:,, c,~1,.. fj:/,

Title: _________ _

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C--9761

IN WITNESS WHEREOF, the parties have executed this Appendix C by their duly authorized representatives as of the day and year fll'St above written.

NORFOLK SOUTHERN RAILWAY COMPANY THE INDIANA RAILROAD COMPANY

By: ___________ _ By: ___________ _

Name: _________ _ Name: _________ _

Title: __________ _ Title: -----------

KENTUCKY UTILITIES COMPANY

By: _________ _

Name: Martin Pohlod Name: ----------

Title: President Tille: __________ _

2

IN WITNESS WHEREOF, the parties have executed this Appendix C by their duly authorized representatives as of the day and year first above written.

NORFOLK SOUTHERN RAILWAY COMPANY THE INDIANA RAILROAD COMPANY

By: ------------By: ~

Name: _________ _ Name: 1£,. t~Hem.. ~~

Title: __________ _ Title: -----------

INDIANA SOUTHERN RAILROAD, LlC KENTUCKY UTILITIES COMPANY

By: ___________ _

C-9761

By: ___________ _

Name: _________ _ Name: _________ _

Title: __________ _ Title: -----------

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C-9761

CONFIDENTIAL (NS, ISSR, INRD and Receiver)

RATE EXHIBIT #1 TO APPENDIX C

To Master Transportation Contract NS-C-9761

BASE RATE FOR PRIVATE CARS

-RATE PER

ORIGIN NET TON ROUTE

Sunrise (Oaktown, IN) $11.05 INRD - Bee Hunter, IN - ISRR - Oakland City, IN - NS

Bear Run (Bear Run, IN) $10.45 INRD - Bee Hunter, IN - ISRR - Oakland City, IN - NS

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