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EnxpyMarbting
<br /> Conditional Contingencies: This offer is contingent on completion of Conditional Contingencies as follows: Conditional
<br /> Contingency 1) approval by the respective management of both Customer and AEM prior to the submission of the Direct
<br /> Access Service Request ("DASR') for an on-cycle switch; Conditional Contingency 2) unless AEM and Customer have
<br /> prequalified credit prior to execution,final credit approval by AEM within the lesser of thirty(30)days following Customer
<br /> acceptance of this offer or the number of days prior to the deadline to submit a DASR to the DSP.AEM may timely require
<br /> Customer to provide credit support as a conditional contingency,in which case AEM will make the request within five(5)days
<br /> of Customer's execution of this Exhibit A.Any final determination regarding credit support shall be concluded within the time
<br /> period set forth in Conditional Contingency 2. Credit support includes but is not limited to an executed letter of credit,parent
<br /> guaranty, or other mutually acceptable form of credit support; and, Conditional Contingency 3) acceptance by the DSP of
<br /> AEM's DASR(s)for all listed accounts
<br /> Term:Retail Power delivery will begin for each account with the first available meter reading date of the month noted under
<br /> Delivery Term Begins in Table 1,or as soon as possible thereafter,and ends with the regularly scheduled meter reading date,
<br /> for the month noted under Delivery Term Ends in Table 1,unless Customer and AEM mutually agree to extend the Term of
<br /> this Agreement in writing. Regularly scheduled meter reading dates are defined by the DSP Bill Group. If it is not possible to
<br /> begin deliveries on the regularly scheduled meter reading date due to the DSP switching rules, Customer may request that
<br /> AEM perform an off-cycle switch. If Customer so elects,Customer will receive an off-cycle switching charge on Customer's
<br /> delivery service invoice from the DSP.
<br /> Power Price:The Power Price is based upon Customer's historical or projected load data which is considered representative of
<br /> the Service Location'(s) Retail Power requirements for the proposed Term.The Power Price in Table 1 applies to all Retail
<br /> Power covered under this Agreement. Power Price also includes charges for distribution energy losses,capacity,and energy,
<br /> including scheduling and load forecasting associated with the delivery of the Retail Power. The Power Price in Table 1 does
<br /> not include any charges by the DSP, which are the responsibility of Customer, including, but not limited to: charges for
<br /> services under its applicable delivery service tariffs and riders,such as delivery service charges,facilities charges,taxes(either
<br /> billed for by the DSP or customer self-assessed), environmental, public purpose program, or switching charges, as may be
<br /> applicable from time to time.
<br /> Peale and Off-Peak pricing,if applicable,shall be applied for such periods as follows: 1)Peak Period means the hours from 6
<br /> A.M.until 10 P.M.Central Prevailing Time("CPT"),Monday through Friday except New Year's Day,Memorial Day,Fourth
<br /> of July,Labor Day,Thanksgiving Day and Christmas Day or if one of the preceding holidays occurs on a Sunday,the Monday
<br /> immediately following the holiday and 2)Off-Peak Period means all hours other than those included in the Peak Period.
<br /> Delivery Point: The Delivery Point(s) shall be the interconnection between the transmission and the DSP's distribution
<br /> system(s). Title to and risk of loss related to the Retail Power purchased hereunder shall transfer from AEM to Customer at the
<br /> Delivery Point(s). AEM warrants that it shall deliver to Customer at the Delivery Point(s)such Retail Power free and clear of
<br /> all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the
<br /> Delivery Point(s).
<br /> Renewable Portfolio Standard("RPS")Charge: Pursuant to the Illinois Public Utilities Act,all Illinois Alternative Retail
<br /> Electric Suppliers("ARES")are required to have renewable energy sources as a percentage of their supply portfolio,effective
<br /> June 1,2009. The RPS Charge,identified in Table 1,represents AEM's charge for compliance,and is applicable to all Retail
<br /> Power supplied under this Agreement notwithstanding any other terms or limitations stated herein. If any rule, regulation,
<br /> tariff, ordinance, statute, or law affecting the obligation pertaining to renewable energy resources of any kind or nature are
<br /> amended or otherwise implemented by the applicable regulatory agency,during the Term of this Agreement,notwithstanding
<br /> the terms and conditions of Section 7 of the Agreement, AEM will change the RPS Charge and add or reduce such charges
<br /> incurred on Customer's behalf to comply with the change in effect during the corresponding period,as applicable.
<br /> Transmission: Customer acknowledges that AEM will incur charges on Customer's behalf to deliver Retail Power to the
<br /> Delivery Point including,charges for MISO transmission and ancillary services and XMO energy market charges(collectively
<br /> "MISO Charges"), all of which are based upon the current applicable MISO Transmission Energy Market Tariff("TEMT")
<br /> and MISO Business Practices Manuals, and all applicable costs associated with these charges are the responsibility of the
<br /> Customer.Such charges are set forth in Table 1 and apply to all Retail Power covered under this Agreement. If the applicable
<br /> TEMT, MISO Business Practices Manuals, successor transmission tariffs or business practices are amended or otherwise
<br /> implemented during the Term of this Agreement, notwithstanding the terms and conditions of Section 7 of the Agreement,
<br /> AEM will change the MISO Charges, and add or reduce such charges incurred on Customer's behalf to comply with the
<br /> transmission tariffs and business practices in effect during the corresponding period,as applicable.
<br /> FP.TI2.AMEREN REV 08!2012 Page 2 of 10 Confidential Document—See Sec.4
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