Exhibit 10.25
FIRST AMENDMENT TO POWER PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO POWER PURCHASE AGREEMENT, dated as of August 4,
2000 (the "First Amendment"), is entered into between LSP Energy Limited
Partnership, a Delaware limited partnership ("Seller"), Aquila Energy
Marketing Corporation (formerly known as Aquila Power Corporation), a
Delaware corporation ("Aquila") and UtiliCorp United Inc., a Delaware
corporation ("UtiliCorp") (Aquila and UtiliCorp collectively, "Purchaser")
(each, a "Party" and collectively, the "Parties").
RECITALS
WHEREAS, Seller and Purchaser have entered into a Power Purchase
Agreement dated as of May 21, 1998 ("Power Purchase Agreement");
WHEREAS, Seller and Purchaser desire to amend the Power Purchase
Agreement as set forth in this First Amendment on that the condition that the
Commercial Operation Date occurs prior to August 9, 2000;
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS. Unless the context otherwise requires,
capitalized terms used but not otherwise defined in this First Amendment
shall have the meanings given to them in the Power Purchase Agreement.
SECTION 2. AMENDMENTS TO THE POWER PURCHASE AGREEMENT.
(a) For the period from the Commercial Operation Date through February 28,
2001, paragraph (f)(i) of Appendix C shall be amended by deleting "one
hundred and thirty (130) minutes" and replacing it with "one hundred and
forty (140) minutes", as shown below.
(i) If a Dedicated Unit has been out of operation for less than
forty-eight (48) hours, it shall achieve minimum load within one
hundred and forty (140) minutes following Purchaser's notice of
Start-Up; and
(b) For the period from the Commercial Operation Date through February 28,
2001, paragraph (f)(ii) of Appendix C shall be amended by deleting "two
hundred and ten (210) minutes" and replacing it with "two hundred and
thirty (230) minutes", as shown below.
(ii) If a Dedicated Unit has been out of operation for more than
forty-eight (48) hours, it shall achieve minimum load within two
hundred and thirty (230) minutes following Purchaser's notice of
Start-Up; and
(c) For the period from the Commercial Operation Date through December 31,
2000, during each Month of such period, the number of equivalent
unplanned derate hours (EUDH) to be used in the computation of the
equivalent availability factor (EAF) in Sections 10.3(a) and 10.3(b)
shall be reduced by twenty four (24) hours.
(d) For the period from the Commercial Operation Date through December 31,
2000, during each Month of such period, the number of equivalent planned
derate hours (EPDH) to be used in the computation of the equivalent
availability factor (EAF) in Sections 10.3(a) and 10.3(b) shall exclude
the first seventy-two (72) hours of EPDH that meet one of the following
conditions:
(i) such hour falls between Hour Ending 2300 on a Friday and Hour
Ending 0600 on the next following Monday, inclusive; or
(ii) such hour or group of contiguous hours immediately preceeding or
immediately following an hour specified in clause (i) and all of
the hours identified in clause (i) have been excluded from use in
the computation of EAF.
Seller shall use Commercially Reasonable Efforts to take the equivalent
planned derate hours during hours that are mutually agreed to by Purchaser
(e) On the Commercial Operation Date and continuing until the Contract
Capacity is re-determined pursuant to the next sentence, the Standard
Capacity shall be deemed to be equal to 238 MW and the Supplemental
Capacity shall be deemed to be equal to 38 MW. By no later than
November 30, 2000, Seller shall re-determine Contract Capacity in the
manner set forth in Section 11.1(b) and such re-determined Contract
Capacity shall become the Contract Capacity from that time forward as
set forth in Section 11.1(b).
SECTION 3. EFFECTIVENESS. This First Amendment shall be effective as of
August 4, 2000, on the condition that the Commercial Operation Date occurs
prior to August 9 2000.
SECTION 4. MISCELLANEOUS.
(a) this First Amendment may be executed in more than one counterpart, each
of which shall be deemed to be an original and all of which when taken
together shall be deemed
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Amendment to Power Purchase Agreement
to constitute one and the same instrument. The Parties may execute this
First Amendment by signing any such counterpart and the signature pages
may be detached from multiple counterparts and attached to a single
counterpart so that all signatures are physically attached to the same
document,
(b) This First Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York, exclusive of conflicts of laws
provisions.
(c) Capitalized terms not otherwise defined shall have the meaning given in
the Power Purchase Agreement.
(d) Except as expressly provided in this First Amendment, the Power Purchase
Agreement shall continue and remain in full force and effect in all
respects.
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Amendment to Power Purchase Agreement
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed by their respective duly authorized officers as of the first date
above written.
LSP ENERGY LIMITED PARTNERSHIP
By: LSP Energy, Inc., its General Partner
Name: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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Xxxxxxx X. Xxxxxxx
AQUILA ENERGY MARKETING CORPORATION
By: /s/ XX Xxxxxx
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Name: XX Xxxxxx
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Title: SVP & GM
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UTILICORP UNITED INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: SVP
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Amendment to Power Purchase Agreement
