Common use of Force Majeure Defined Clause in Contracts

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”). BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party Except as expressly provided in this Section 11.1, neither BAMAGAS nor CES shall be responsible for late Deliveryrequired to perform any act required by this Agreement, delay other than the making of payment of monies due hereunder (including, without limitation, the final completion date Initial Term Demand Charge and the Renewal Term Demand Charge), during such period as such Party is unable to perform in whole or nonperformance of its contractual obligations in part due to Force Majeure. The term “Force Majeure Majeure” as used in this Agreement shall be mean any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations)strikes, 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations)lockouts, other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) warembargoes, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanesthe public enemy, tornadoes and typhoons; (6) firewars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, epidemicswashouts, quarantine restrictions; (7) strikesarrests and restraints of rulers and peoples, lockouts civil disturbances, explosions, breakage or failure of or accident to machinery and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are equipment or lines of pipe caused by events or actions beyond the affected Party’s reasonable control, unanticipated repairs to or replacements of equipment, machinery, lines of pipe, pumps, compressors, valves, gauges, and metering equipment, line freeze-ups, the binding order of any court or Governmental Authority which has been resisted in good faith by all reasonable legal means, and any other cause, of the kind herein enumerated , not within the control and without the fault of the Party affected claiming suspension and which by the exercise of due diligence such Party is unable to prevent or its suppliers and subcontractors (“Force Majeure”)overcome. BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. For an event failure to qualify for Force Majeure relief hereunder: (1) the event must settle or prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be beyond considered to be a matter within the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but claiming suspension; however, in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure due to a strike or similar labor dispute, CES shall have the right to utilize its own employees or contract workers to operate the Pipeline during such event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, however, that BAMAGAS shall not be liable under this Agreement or otherwise for the occurrence acts or omissions of CES’ employees or its contractors in connection with their operation of the Pipeline and/or the BAMAGAS Lateral(s), nor shall BAMAGAS be held in breach of any covenant or other obligation to CES under this Agreement by reason of any acts or omissions of CES’ employees or its contractors in connection with their operation of the Pipeline and/or the BAMAGAS Lateral(s). Except as provided in the immediately preceding sentence, such operation of the Pipeline by CES’ employees or its contractors shall not impair any rights that CES may have under this Agreement. Routine maintenance which will result in the curtailment or interruption of transportation of Gas to the Point(s) of Delivery if scheduled by mutual consent of the Parties, which consent shall not be unreasonably withheld by the affected Party, shall be deemed to operate as a Force Majeure event shall in no event entitle Boeing to an increase in the price except for the Workpayment of the Initial Term Demand Charge or the Renewal Term Demand Charge. CustomerCauses or contingencies affecting the performance of this Agreement by either Party if deemed to be Force Majeure within the meaning of this Agreement, however, shall pay not relieve the affected Party of its obligation to Boeing perform in the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant event of such Party’s failure to use due diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch, nor shall such causes or contingencies relieve either Party of its obligation to perform unless such Party gives notice and full particulars of the same in writing to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance other Party as soon as commercially practicable after the end of an excusable delay eventinitial occurrence relied on. Except as expressly provided in this Section 11.1 or elsewhere in this Agreement, and the schedule of performance neither Party shall be deemed modified liable to reflect such recommencement the other for damages, direct or indirect, immediate or remote, by reason of, caused by or arising out of performance. Payment the obligation or obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestoneeither Party when such suspension results from an event of Force Majeure.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to The term "Force Majeure. Force Majeure shall be any " means an event beyond that (i) was not within the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or claiming its suppliers and subcontractors (“Force Majeure”). BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event)occurrence; and (ii) could not have been prevented or avoided by such Party through the exercise of due diligence. Events of Force Majeure include, without limitation by enumeration: acts of nature; lightning, hurricanes or storms, hurricane or storm warnings which in UPR's judgment require and result in the precautionary shut-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; events of force majeure affecting processing or fractionation plants at which Committed Gas is being processed, if such events prevent the delivery of such Committed Gas to the Delivery Point(s) provided for in this Agreement; acts of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to wellx, xxuipment, facilities or lines of pipe used to enable UPR to deliver or UPFUELS to receive Committed Gas under this Agreement; the inability or refusal of any failure Transporter of Gas to receive, transport or deliver Gas sold or purchased hereunder (but only if (x) such inability or refusal results from an event that is interrupting such Transporter's service to its firm customers and (y) no available alternative for the transportation of the affected Committed Gas exists); imposition by a subcontractor to meet regulatory agency, court or other governmental authority having jurisdiction, of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing its obligations to Boeinghereunder, provided such governmental action has been resisted in good faith by all reasonable legal means; or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute other cause of a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description similar type whether of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.kind herein

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”). BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. events, which in every case are beyond the reasonable control and without the fault of the Party affected or its suppliers and subcontractors (“Force Majeure”). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations to Boeing, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected by such delay, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a Milestone.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of The term "force majeure" means an event that (i) was not within the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or claiming its suppliers and subcontractors (“Force Majeure”). BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event)occurrence; and (ii) any failure could not have been prevented or avoided by such Party through the exercise of due diligence. Events of force majeure include, without limitation by enumeration, acts of God; lightning, hurricanes or storms, hurricane or storm warnings which in Producer's judgment require and result in the precautionary shut-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of xxxxx or lines of pipe used to supply Committed Gas under this Agreement and other similar severe natural calamities; acts of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to xxxxx, equipment, facilities or lines of pipe used to enable Producer to deliver or Dynegy to receive Committed Gas under this Agreement; events of force majeure declared by transporting pipelines; imposition by a subcontractor regulatory agent, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prevent or prohibit either Party from performing, provided such governmental action has been resisted in good faith by all reasonable legal means; or any other cause of a similar type. The Parties recognize that Dynegy is not required by this Agreement to meet its obligations utilize firm transportation to Boeingreceive Committed Gas from Producer at each Delivery Point, but it is the intent of both Parties that transportation or sales arrangements downstream of the Delivery Points be made by Dynegy in such a manner that the possibility of a curtailment of Committed Gas due to curtailment of interruptible transportation or recall of acquired transportation be minimized. In addition to the foregoing events of force majeure, the loss, interruption or curtailment (collectively "curtailment") of transportation downstream of a Delivery Point shall constitute an event of force majeure provided that Dynegy exercises reasonable efforts to arrange alternative transportation, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Boeing from meeting any of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description resumption of the portion of the Work known to be affected by such delaycurtailed transportation arrangements, as well as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after possible following its discovery of the end curtailment of an excusable delay downstream transportation. In that event, Dynegy will consult with Producer and the schedule endeavor to agree upon a plan of performance shall be deemed modified action to reflect such recommencement avoid further curtailment of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a MilestoneCommitted Gas from that Delivery Point.

Force Majeure Defined. Neither Party shall be responsible for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to The term "Force Majeure. Force Majeure shall be any " means an event beyond that (i) was not within the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) actions or inactions of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items or obtaining or maintaining licenses or other approvals under Articles 6.3 (Licenses and Other Approvals), 6.5 (Communications Authorizations), 6.6 (Radio Frequency Coordination) and 6.7 (U.S. Government Encryption and Decryption Authorizations), other than due to a lack of due diligence, wrongful or negligent act or omission of Boeing or Customer as applicable); (4) war, acts of terror and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions; (7) strikes, lockouts and other industrial disputes; (8) sabotage, riot and embargoes and; (9) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault of the Party affected or claiming its suppliers and subcontractors (“Force Majeure”). BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a Party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by Reasonable Efforts to mitigate such delays; and (3) the Party whose performance is delayed due to a Force Majeure event shall provide the other Party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such Party’s performance is impacted by such an event. Notwithstanding anything to the foregoing: (i) Customer’s inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event)occurrence; and (ii) could not have been prevented or avoided by such Party through the exercise of due diligence. Events of Force Majeure include, without limitation by enumeration, acts of nature; lightning, hurricanes or storms, hurricane or storm warnings which in UPFUELS' or UPR's judgment require and result in the precautionary shut-down or evacuation of production facilities; earthquakes, epidemics, fires, floods, landslides, washouts, freezing of wellx xx lines of pipe used to supply Subject NGLs under this Agreement and other similar severe natural calamities; events affecting processing or fractionation plants at which Subject NGLs are being processed, that prevent the delivery of such Subject NGLs to the Delivery Point(s) provided for in this Agreement; acts of public enemy; wars; blockades; insurrections; riots; civil disturbances and arrests; strikes, lockouts or other industrial disturbances; explosions, breakage, accidents to wellx, xxuipment, facilities or lines of pipe used to enable UPR to deliver or UPFUELS to receive Subject NGLs under this Agreement; the inability or refusal of any failure transporter of NGLs to receive, transport or deliver NGLs sold or purchased hereunder (but only if (x) such inability or refusal results from an event that is interrupting such Transporter's service to its firm customers and (y) no available alternative for the transportation of the affected Subject NGLs exists); imposition by a subcontractor regulatory agency, court or other governmental authority having jurisdiction of binding laws, conditions, limitations, orders, rules or regulations that prohibit either Party from performing, provided such governmental action has been resisted in good faith by all reasonable legal means; temporary cleaning or testing of facilities (including but not limited to, scheduled gas processing facility turnarounds and shutdowns for safety maintenance) or any other cause of a similar type whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to meet its overcome. Force Majeure shall also include any event of Force Majeure occurring with respect to the facilities or services of either UPR's or UPFUELS third Person suppliers or customers receiving or delivering any product, fuel, feedstock or other substance necessary to the performance of such Person's obligations to Boeing, UPR or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event)UPFUELS, and shall not relieve Boeing from meeting any also include curtailment or interruptions of its obligations under this Contract. The Party affected by a Force Majeure event shall use Reasonable Efforts to minimize the effect of any Force Majeure event. In the event Boeing claims a Force Majeure event, Boeing’s written notice called for above shall include a detailed description of the portion of the Work known to be affected deliveries or service by such delay, as well third Person suppliers or customers as a proposed work-around plan reasonably satisfactory to Customer. The work-around plan shall: (1) set forth Boeing’s Reasonable Efforts to mitigate the effect result of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for Customer to be able to evaluate such plan. In the an event of a Force Majeure event, the Delivery requirement shall be extended for such period as is supported by the evidence provided; provided, that the occurrence of a Force Majeure event shall in no event entitle Boeing to an increase in the price for the Work. Customer, however, shall pay to Boeing the Actual Costs reasonably expended on expedited fees by Boeing for Work completed pursuant to the work-around plan agreed to by Customer under this Article 13.1 (Force Majeure Defined). Any adjustment of time appropriate under this Article 13 (Excusable Delays) shall be formalized promptly by the execution of a mutually acceptable amendment to this Contract. Customer acknowledges that following the end of an excusable delay event, Boeing shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payment obligations of Customer shall be suspended only if and to the extent Boeing does not complete the Work associated with a MilestoneMajeure.