CONTRACT # 00-000-000
Exhibit 10.79
COAL SUPPLY AGREEMENT
This is a coal supply agreement (the "Agreement") dated January 1,
1997 between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, 000
Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("Buyer") and WARRIOR COAL
CORPORATION, a Kentucky corporation, X.X. Xxx 0000, 0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Seller").
The parties hereto agree as follows:
SECTION 1. GENERAL; PRIOR AGREEMENTS.
(a) Seller will sell to Buyer and Buyer will buy from Seller
steam coal under all the terms and conditions of this Agreement.
(b) This Agreement supersedes the Option Agreement dated
February 27, 1997 and the letter agreement dated February 27, 1997 covering
52,500 tons.
SECTION 2. TERM. The term of this Agreement shall commence on January
1, 1997 and shall continue through December 31, 2002, subject to the
provisions of Section 8.3.
SECTION 3. QUANTITY.
SECTION 3.1 BASE QUANTITY. Seller shall sell and deliver and Buyer
shall purchase and accept delivery of the following annual base quantity of
coal ("Base Quantity"):
YEAR BASE QUANTITY (TONS)
---- --------------------
1997 750,000
1998 1,000,000
1999 1,000,000
2000 1,000,000
2001 1,000,000
2002 1,000,000
1
CONTRACT # 00-000-000
SECTION 3.2 DELIVERY SCHEDULE. By December 1 of each year, Buyer
shall specify in writing to Seller the quantities to be delivered in each
month of the following year (except that, for 1997, such delivery schedule
shall be specified within 10 business days after this Agreement becomes fully
executed). The monthly schedule specified by Buyer shall be in approximately
equal monthly amounts provided that Seller shall coordinate shipments so as
to meet Buyer's changing requirements so long as such scheduling variations
do not hamper the efficient operations of Seller's facilities. Such
quantities shall be shipped in accordance with such schedule. Time is of the
essence with respect to the schedule so established; and failure by Seller to
deliver in a timely fashion shall constitute a material breach within the
meaning of SECTION 16 of this Agreement.
SECTION 3.3 RIGHT OF FIRST REFUSAL.
(a) Buyer shall have the right of first refusal to purchase
any additional tonnage which becomes available from the Coal Property during
the term of this Agreement which is beyond Seller's contract commitments as
of January 1, 1997. Seller shall notify Buyer by the 15th of each month of
the expected available tonnage for the succeeding three months or longer if
Seller has a specific sales opportunity with a corresponding term longer than
three months under consideration. Included in this notice Seller shall quote
a price, coal quality and schedule for the coal which may be available to
Buyer. Buyer shall within two working days of receiving the notice give
Seller notice of its purchase or refusal to purchase this coal provided the
aggregate price does not exceed $1.0 million. If the aggregate price exceeds
$1.0 million, Buyer
2
CONTRACT #00-000-000
shall within seven working days of receiving the notice give Seller notice of
its purchase or refusal to purchase this coal.
(b) If Buyer refuses to purchase this coal or does not accept
the purchase of this coal within the aforementioned time period, Seller shall
be free to sell this coal to a third party at an equivalent quality and at a
price no lower than that quoted to Buyer. If Seller obtains an offer from a
third party to purchase at an equivalent quality and at a lower price (or at
a higher quality) than that quoted to Buyer which is acceptable to Seller,
then Seller must offer Buyer the new sale price or quality terms under the
acceptance provisions of Subsection (a) above. Within five working days after
Seller enters into any contract with the third party to sell coal pursuant to
this Section 3.3, Seller shall give written confirmation to Buyer of the
sale. Buyer shall have the right to audit Seller's records to verify the sale
and price of any such transactions subject to appropriate confidentiality
restrictions. Any additional tonnage which Buyer exercises its right to
purchase under this SECTION 3.3 hereinafter shall be referred to as "Right of
First Refusal Tonnage."
SECTION 3.4 OPTION TO INCREASE QUANTITY. In addition to Buyer's right
of first refusal set forth in SECTION 3.3, for 1998 through 2002, Buyer shall
have the right to increase the quantity to be delivered hereunder by up to an
additional 250,000 tons. Buyer shall exercise such option by giving to Seller
notice stating Buyer's exercise of the option and specifying the increased
tonnage by July 1 of the year preceding the year in which the increased
tonnage will be delivered. Buyer's exercise of the option for 1998 will not
obligate the Buyer to take delivery of the increased quantity in 1999; and
Buyer's failure to exercise the option in 1998 will not negate the Buyer's
right to exercise the option in 1999 and so forth. Any additional tonnage
which Buyer exercises
3
CONTRACT #00-000-000
its right to purchase under this SECTION 3.4 hereinafter shall be referred to
as "Option Tonnage" and shall be subject to all the terms and conditions
hereof (including price).
SECTION 4. SOURCE.
SECTION 4.1 SOURCE. The coal sold hereunder, including coal purchased
by Seller from third parties, shall be supplied from the mines and geological
seams, hereinafter referred to as the "Coal Property" as follows: Western Ky.
#9 and #11 from Cardinal Mine, Xxxxxxx County, Kentucky, and Western Ky. #15
(including all splits of these seams) from the East Xxxxxx Mine, Xxxxxxx
County, Kentucky. Seller shall have the right to add coal reserves and/or add
or expand existing or new mining operations to the Coal Property during the
term of this Agreement so long as such mining operation or coal reserves are
under lease, ownership, or are managed or operated by Seller or one of its
affiliated companies. Seller shall notify Buyer at least 30 days in advance
of any election to make such changes to the Coal Property and update Seller's
mining plan as required under SECTION 4.4. Buyer shall have the right to
review and approve the changes to the Coal Property. Buyer's approval shall
not be unreasonably withheld provided the coal meets the quality and delivery
requirements of this Agreement. The price of coal shall not be changed from
that provided under SECTION 8 of this Agreement as a result of changes to the
Coal Property as provided hereunder, except that the provisions of SECTION 5
concerning deliveries at locations other than the Delivery Point shall apply.
SECTION 4.2 ASSURANCE OF OPERATION AND RESERVES. Seller represents
and warrants that the Coal Property contains economically recoverable coal of
a quality and in quantities which will be sufficient to satisfy all the
requirements of this Agreement. Seller agrees and warrants that it will
4
CONTRACT #00-000-000
have at the Coal Property adequate machinery, equipment and other facilities
to produce, prepare and deliver coal in the quantity and of the quality
required by this Agreement. Seller further agrees to operate and maintain
such machinery, equipment and facilities in accordance with good mining
practices so as to efficiently and economically produce, prepare and deliver
such coal. Seller agrees that Buyer is not providing any capital for the
purchase of such machinery, equipment and/or facilities and that Seller shall
operate and maintain same at its sole expense, including all required permits
and licenses. Seller hereby dedicates to this Agreement sufficient reserves
of coal meeting the quality specifications hereof and lying on or in the Coal
Property so as to fulfill the quantity requirements hereof.
SECTION 4.3 NON-DIVERSION OF COAL. Seller agrees and warrants that it
will not, without Buyer's express prior written consent, use or sell coal
from the Coal Property in a way that will reduce the economically recoverable
balance of coal in the Coal Property to an amount less than that required to
be supplied to Buyer hereunder.
SECTION 4.4 SELLER'S PREPARATION OF MINING PLAN. Seller shall have
prepared a complete mining plan for the Coal Property with adequate
supporting data to demonstrate Seller's capability to have coal produced from
the Coal Property which meets the quantity and quality specifications of this
Agreement. Seller shall provide Buyer with two copies of such mining plan
which shall contain maps and a narrative depicting areas and seams of coal to
be mined and shall include (but not be limited to) the following information:
(i) reserves from which the coal will be produced during the term hereof and
the mining sequence, by year (or such other time intervals as mutually
agreed) during the term of this Agreement, from which coal will be mined;
(ii) methods of
5
CONTRACT #00-000-000
mining such coal; (iii) methods of transporting and, in the event a
preparation plant is constructed at the Coal Property, methods of washing
coal to insure compliance with the quantity and quality requirements of this
Agreement including a description and flow sheet of the preparation plant;
(iv) quality data plotted on the maps depicting data points and isolines by
ash, sulfur, and Btu; (v) quality control plans including sampling and
analysis procedures to insure individual shipments meet quality
specifications; and (vi) Seller's aggregate commitments to others to sell
coal from the Coal Property during the term of this Agreement. Such complete
mining plan shall be delivered to Buyer on or before April 30, 1997.
Buyer's receipt of the mining plan or other information or data
furnished by Seller shall not in any many relieve Seller of any of Seller's
obligations or responsibilities under this Agreement; nor shall such review
be construed as constituting an approval of Seller's proposed mining plan as
prudent mining practices, such review by Buyer being limited solely to a
determination, for Buyer's purposes only, of Seller's capability to supply
coal on a long-term basis to fulfill Buyer's requirements of a dependable
coal supply.
Seller shall annually provide Buyer with a mining plan update
("Update") showing progress to date, conformity to original mining plan, and
then known changes in reserve data and planned changes in mining progression,
plans or procedures. The update shall be submitted annually on or before
January 31 of each year during the term of this Agreement.
SECTION 4.5 SUBSTITUTE COAL. Notwithstanding the above
representations and warranties, in the event that Seller is unable to produce
or obtain coal from the Coal Property in the quantity and of the quality
required by this Agreement, then Seller will have the option to supply
substitute coal
6
CONTRACT #00-000-000
from other facilities and mines under all the terms and conditions of this
Agreement including, but not limited to, the price provisions of SECTION 8,
the quality specifications of SECTION 6.1, and the provisions of SECTION 5
concerning reimbursement to Buyer for increased transportation costs.
Seller's delivery of coal not produced from the Coal Property without having
received the express written consent of Buyer shall constitute a material
breach of this Agreement.
SECTION 5. DELIVERY.
5.1 RAIL OR TRUCK DELIVERY. The coal shall be delivered to Buyer
either F.O.B. railcar at the rail loading facility near the Cardinal Mine on
the Paducah and Louisville Railway or FOB truck at the Cardinal Mine (the
"Delivery Point") as specified from time to time by Buyer. Seller may deliver
the coal at a location different from the Delivery Point, provided, however,
that Seller shall reimburse Buyer for any resulting increases in the cost of
transporting the coal to Buyer's generating stations. Any resulting savings
in such transportation costs shall be retained by Buyer.
Title to and risk of loss respecting coal will pass to Buyer and the
coal will be considered to be delivered when it is loaded into the railcars
at the rail loading facility or trucks, as the case may be. Buyer or its
contractor shall furnish suitable railcars or trucks in accordance with a
delivery schedule provided by Buyer to Seller. Seller shall be responsible
for and pay the cost of repairs for any damages caused by Seller to railcars
or trucks owned or leased by Buyer while such railcars or trucks are in
Seller's control or custody. Seller shall comply with the applicable
provisions of Buyer's rail or truck contractor's tariff.
7
CONTRACT #00-000-000
SECTION 5.2 FREEZE CONDITIONING. At Buyer's request, Seller shall
treat (or have treated) any shipment of coal hereunder with a freeze
conditioning agent approved by Buyer in order to maintain coal handling
characteristics during shipment. If requested by Buyer, Seller shall also
treat (or have treated) any railcars specified by Buyer with a side release
agent approved by Buyer. The price for each such requested chemical treatment
shall be an amount equal to Seller's cost of materials applied on a per
gallon basis for each application of freeze conditioning agent or side
release agent, as the case may be. Seller shall invoice Buyer for all such
treatment which occurred in a calendar month by the fifteenth of the
following month; and payment shall be mailed by the 25th of such following
month or within ten days after receipt of Seller's invoice, whichever is
later.
SECTION 6. QUALITY.
SECTION 6.1 SPECIFICATIONS. (a) The coal delivered hereunder
shall conform to the following specifications on an "as received" basis:
LOW-SULFUR COAL
---------------
GUARANTEED MONTHLY REJECTION LIMITS
SPECIFICATIONS WEIGHTED AVERAGE (PER SHIPMENT)
-------------- ------------------ ----------------
BTU/lb. 12,150 LESS THAN 11,750
lbs./MMBTU
----------
Ash 9.00 GREATER THAN 12.00
Moisture 9.00 GREATER THAN 12.00
Sulfur 2.90 GREATER THAN 3.30
8
CONTRACT #00-000-000
MID-SULFUR COAL
---------------
GUARANTEED MONTHLY REJECTION LIMITS
SPECIFICATIONS WEIGHTED AVERAGE (PER SHIPMENT)
-------------- ------------------ ----------------
BTU/lb. 11,400 LESS THAN 10,950
lbs./MMBTU
----------
Ash 13.50 GREATER THAN 14.25
Moisture 9.00 GREATER THAN 12.00
Sulfur 3.40 GREATER THAN 3.45
HIGH-SULFUR COAL
----------------
GUARANTEED MONTHLY REJECTION LIMITS
SPECIFICATIONS WEIGHTED AVERAGE (PER SHIPMENT)
-------------- ------------------ ----------------
BTU/lb. 10,650 LESS THAN 10,300
lbs./MMBTU
----------
Ash 19.00 GREATER THAN 21.00
Moisture 9.00 GREATER THAN 12.00
Sulfur 4.00 GREATER THAN 4.40
All the coal will also meet the following specifications on an "as received"
basis:
GUARANTEED MONTHLY REJECTION LIMITS
SPECIFICATIONS WEIGHTED AVERAGE (PER SHIPMENT)
----------------------------------------------------------------------------------------------
CHLORINE max. 0.20 lbs/MMBTU GREATER THAN 0.25
FLUORINE max. 0.006 lbs/MMBTU GREATER THAN 0.01
NITROGEN max. 1.20 lbs/MMBTU GREATER THAN 1.50
ASH/SULFUR RATIO min. 2.5:1 LESS THAN 2.5:1
SIZE (3" x 0"):
Top size (inches)* max. 3"x 0" GREATER THAN 3"x 0"
Fines (% by wgt)
Passing 1/4" screen max. 45% GREATER THAN 50%
9
CONTRACT #00-000-000
GUARANTEED MONTHLY REJECTION LIMITS
SPECIFICATIONS WEIGHTED AVERAGE (PER SHIPMENT)
----------------------------------------------------------------------------------------------
% BY WEIGHT:
------------
VOLATILE max. 40.0% GREATER THAN45.0%
VOLATILE min. 30.0% LESS THAN 29.0%
FIXED CARBON max. 50.0% GREATER THAN 55.0%
FIXED CARBON min. 30.0% LESS THAN 30.0%
GRINDABILITY (HGI) min. 50 LESS THAN 48
BASE ACID RATIO (B/A)
SLAGGING FACTOR** max. 2.0 GREATER THAN 2.0
FOULING FACTOR*** max. 1.0 GREATER THAN 1.0
ASH FUSION TEMPERATURE (DEG.F) (ASTM D1857)
-------------------------------------------
REDUCING ATMOSPHERE
-------------------
Initial Deformation min. 1940 min. 1900
Softening (H=W) min. 2035 min. 1975
Softening (H=1/2W) min. 2085 min. 2000
Fluid min. 2190 min. 2100
OXIDIZING ATMOSPHERE
--------------------
Initial Deformation min. 2300 min. 2200
Softening (H=W) min. 2330 min. 2280
Softening (H=1/2W) min. 2425 min. 2300
Fluid min. 2490 min. 2375
* All the coal will be of such size that it will pass through a
screen having circular perforations three (3) inches in diameter, but shall
not contain more than forty five percent (45%) by weight of coal that will
pass through a screen having circular perforations one-quarter (1/4) of an
inch in diameter.
** Slagging Factor (R(s))=(B/A) x (Percent Sulfur by WeightDry)
*** Fouling Factor (R(f))=(B/A) x (Percent Na(2)0 by WeightDry)
The Base Acid Ratio (B/A) is herein defined as:
BASE ACID RATIO (B/A) = (Fe(2)0(3) + Ca0 + Mg0 + Na(2)0 + K(2)0)
------------------------------------------
(Si0(2) + Al(2)0(3) + Tl0(2))
10
CONTRACT #00-000-000
Note: As used herein GREATER THAN means greater than:
LESS THAN means less than.
(b) Seller shall deliver Low Sulfur Coal, Mid Sulfur Coal, or High
Sulfur Coal in any ratio Buyer desires hereunder at Buyer's option, subject
to the pricing provision set forth in SECTION 8.1. Buyer may change the
nominated qualities from time to time by giving to Seller at least thirty
(30) days advance notice of such change.
SECTION 6.2 DEFINITION OF "SHIPMENT". As used herein, a "shipment"
shall mean one barge load, a barge lot load, one unit trainload, or the
aggregate of the truckloads that are unloaded on any one day, in accordance
with Buyer's sampling and analyzing practices.
SECTION 6.3 REJECTION.
Buyer has the right, but not the obligation, to reject any shipment
which fail(s) to conform to the Rejection Limits set forth in SECTION 6.1 or
contains extraneous materials. Buyer must reject such coal within seventy-two
(72) hours of receipt of the coal analysis provided for in SECTION 7.2 or
such right to reject is waived. In the event Buyer rejects such
non-conforming coal, title to and risk of loss of the coal shall be
considered to have never passed to Buyer and Buyer shall return the coal to
Seller or, at Seller's request, divert such coal to Seller's designee, all at
Seller's cost and risk. Seller shall replace the rejected coal within five
(5) working days from notice of rejection with coal conforming to the
Rejection Limits set forth in SECTION 6.1. If Seller fails to replace the
rejected coal within such five (5) working day period or the replacement coal
is rightfully rejected, Buyer may purchase coal from another source in order
to replace the rejected coal. Seller shall reimburse Buyer for (i) any amount
by which the actual price plus transportation
11
CONTRACT #00-000-000
costs to Buyer of such coal purchased from another source exceed the price of
such coal under this Agreement plus transportation costs to Buyer from the
Delivery Point; and (ii) any and all transportation, storage, handling, or
other expenses that have been incurred by Buyer for rightfully rejected coal.
This remedy is in addition to all of Buyer's other remedies under this
Agreement and under applicable law and in equity for Seller's breach.
If Buyer fails to reject a shipment of non-conforming coal which it
had the right to reject for failure to meet any or all of the Rejection
Limits set forth in SECTION6.1 or because such shipment contained extraneous
materials, then such non-conforming coal shall be deemed accepted by Buyer;
however, the quantity Seller is obligated to sell to Buyer under the
Agreement may or may not be reduced by the amount of each such non-conforming
shipment at Buyer's sole option and the shipment shall nevertheless be
considered "rejectable" under SECTION 6.4. Further, for shipments containing
extraneous materials, which include, but are not limited to, slate, rock,
wood, corn husks, mining materials, metal, steel, etc., the estimated weight
of such materials shall be deducted from the weight of that shipment.
SECTION 6.4 SUSPENSION AND TERMINATION.
If the coal sold hereunder fails to meet any two of the following
criteria ("Suspension Criteria") based upon coal quality selected by Buyer
pursuant to SECTION 6.1(b):
LOW SULFUR SUSPENSION CRITERIA
------------------------------
11,900 BTU/lb.
9.00 lbs./MMBTU Ash
2.90 lbs./MMBTU Sulfur
9.75 lbs./MMBTU Moisture
12
CONTRACT #00-000-000
MID SULFUR SUSPENSION CRITERIA
------------------------------
11,100 BTU/lb.
13.50 lbs./MMBTU Ash
3.40 lbs./MMBTU Sulfur
10.00 lbs./MMBTU Moisture
HIGH SULFUR SUSPENSION CRITERIA
-------------------------------
10,650 BTU/lb.
19.00 lbs./MMBTU Ash
4.00 lbs./MMBTU Sulfur
12.00 lbs./MMBTU Moisture
on a Monthly Weighted Average basis for any two (2) consecutive months in a
six (6) month period, or if nine (9) barge shipments or nine (9) truck
shipments in a 30 day period are rejectable by Buyer, or if Buyer receives at
generating station(s) two (2) rail shipments which are rejectable in any 30
day period, Buyer may upon notice confirmed in writing and sent to Seller by
certified mail, suspend future shipments except shipments already loaded into
barges and/or railcars. Seller shall, within 10 days, provide Buyer with
reasonable assurances that subsequent monthly deliveries of coal shall meet
or exceed the Suspension Criteria and that the source will exceed the
rejection limits set forth in SECTION 6.1. If Seller fails to provide such
assurances within said 10 day period, Buyer may terminate this Agreement by
giving written notice of such termination at the end of the 10 day period. A
waiver of this right for any one period by Buyer shall not constitute a
waiver for subsequent periods. If Seller provides such assurances to Buyer's
reasonable satisfaction, shipments hereunder shall resume and any tonnage
deficiencies resulting from suspension may be made up at Buyer's sole option.
Buyer shall not unreasonably withhold its acceptance of Seller's assurances,
or delay the resumption of shipment. If Seller, after such assurances, fails
to meet any of the Suspension Criteria on a Monthly Weighted Average basis
13
CONTRACT #00-000-000
for any one (1) month within the next six (6) months or if three (3) barge
shipments or three (3) truck shipments or 1 rail shipment are rejectable
within any one (1) month during such six (6) month period, then Buyer may
terminate this Agreement and exercise all its other rights and remedies under
applicable law and in equity for Seller's breach.
SECTION 7. WEIGHTS, SAMPLING AND ANALYSIS.
SECTION 7.1 WEIGHTS. The weight of the coal delivered hereunder shall
be determined on a per shipment basis by Buyer on the basis of scale weights
at the generating station(s) unless another method is mutually agreed upon by
the parties. Such scales shall be duly reviewed by an appropriate testing
agency and maintained in an accurate condition. Seller shall have the right,
at Seller's expense and upon reasonable notice, to have the scales checked
for accuracy at any reasonable time or frequency. If the scales are found to
be over or under the tolerance range allowable for the scale based on
industry accepted standards, either party shall pay to the other any amounts
owed due to such inaccuracy for a period not to exceed thirty (30) days
before the time any inaccuracy of scales is determined.
SECTION 7.2 SAMPLING AND ANALYSIS. The sampling and analysis of the
coal delivered hereunder shall be performed by Buyer and the results thereof
shall be accepted and used for the quality and characteristics of the coal
delivered under this Agreement. Buyer shall send to Seller by telecopier or
electronic data transmittal a copy of the analysis within ten (10) business
days after sampling the applicable shipment. All analyses shall be made in
Buyer's laboratory at Buyer's expense in accordance with industry-accepted
standards. Samples for analyses shall be taken by any industry-accepted
standard, mutually acceptable to both parties, may be composited and shall
14
CONTRACT #00-000-000
be taken with a frequency and regularity sufficient to provide reasonably
accurate representative samples of the deliveries made hereunder. Seller
represents that it is familiar with Buyer's sampling and analysis practices,
and finds them to be acceptable. Buyer shall notify Seller in writing of any
significant changes in Buyer's sampling and analysis practices. Any such
changes in Buyer's sampling and analysis practices shall, except for industry
accepted changes in practices, provide for no less accuracy than the sampling
and analysis practices existing at the time of the execution of this
Agreement, unless the Parties otherwise mutually agree.
Each sample taken by Buyer shall be divided into 4 parts and put into
airtight containers, properly labeled and sealed. One part shall be used for
analysis by Buyer; one part shall be used by Buyer as a check sample, if
Buyer in its sole judgment determines it is necessary; one part shall be
retained by Buyer until the 25th of the month following the month of
unloading (the "Disposal Date") and shall be delivered to Seller for analysis
if Seller so requests before the Disposal Date; and one part ("Referee
Sample") shall be retained by Buyer until the Disposal Date. Seller shall be
given copies of all analyses made by Buyer by the 12th day of the month
following the month of unloading. Seller, on reasonable notice to Buyer shall
have the right to have a representative present to observe the sampling and
analyses performed by Buyer. Unless Seller requests a Referee Sample analysis
before the Disposal Date, Buyer's analysis shall be used to determine the
quality of the coal delivered hereunder. The Monthly Weighted Averages shall
be determined by utilizing the individual shipment analyses.
If any dispute arises before the Disposal Date, the Referee Sample
retained by Buyer shall be submitted for analysis to an independent
commercial testing laboratory ("Independent Lab")
15
CONTRACT #00-000-000
mutually chosen by Buyer and Seller. For each coal quality specification in
question, a dispute shall be deemed not to exist and Buyer's analysis shall
prevail and the analysis of the Independent Lab shall be disregarded if the
analysis of the Independent Lab differs from the analysis of Buyer by an
amount equal to or less than:
(i) 0.50% moisture
(ii) 0.50% ash on a dry basis
(iii) 100 Btu/lb. on a dry basis
(iv) 0.10% sulfur on a dry basis.
For each coal quality specification in question, if the analysis of
the Independent Lab differs from the analysis of Buyer by an amount more than
the amounts listed above, then the analysis of the Independent Lab shall
prevail and Buyer's analysis shall be disregarded. The cost of the analysis
made by the Independent Lab shall be borne by Seller to the extent that
Buyer's analysis prevails and by Buyer to the extent that the analysis of the
Independent Lab prevails.
SECTION 8. PRICE.
SECTION 8.1 BASE PRICE. The base price ("Base Price") of the coal to
be sold hereunder will be firm and will be determined by the nominated coal
quality and the year in which the coal is delivered as defined in SECTION 5
in accordance with the following schedule:
LOW-SULFUR
----------
YEAR BASE PRICE ($ PER MMBTU)
---- ------------------------
1997 $0.94321
1998 $0.95896
1999 $0.97498
2000 $0.99186
2001 $1.00781
2002 $1.02464
16
CONTRACT #00-000-000
MID-SULFUR
----------
YEAR BASE PRICE ($ PER MMBTU)
---- ------------------------
1997 $0.83026
1998 $0.85351
1999 $0.87368
2000 $0.89989
2001 $0.92689
2002 $0.95470
HIGH-SULFUR
-----------
YEAR BASE PRICE ($ PER MMBTU)
---- ------------------------
1997 $0.81831
1998 $0.83198
1999 $0.84587
2000 $0.85600
2001 $0.87030
2002 $0.88483
SECTION 8.2 QUALITY PRICE DISCOUNTS.
(a) The Base Price is based on coal meeting or exceeding the
Guaranteed Monthly Weighted Average specifications as set forth in SECTION
6.1. Quality price discounts shall be applied for each specification each
month to reflect failures to meet the Guaranteed Monthly Weighted Averages
set forth in SECTION 6.1, as determined pursuant to SECTION 7.2, subject to
the provisions set forth below. The discount values used are as follows:
DISCOUNT VALUES
---------------
$/LB./MMBTU
-----------
SULFUR 0.1232
ASH 0.0083
MOISTURE 0.0016
17
CONTRACT #00-000-000
(b) Notwithstanding the foregoing, for each specification each month,
there shall be no discount if the actual Monthly Weighted Average meets the
applicable Discount Point set forth below. However, if the actual Monthly
Weighted Average fails to meet such applicable Discount Point, then the
discount shall apply and shall be calculated on the basis of the difference
between the actual Monthly Weighted Average AND THE GUARANTEED MONTHLY
WEIGHTED AVERAGE pursuant to the methodology shown in Exhibit A attached
hereto.
LOW SULFUR
----------
GUARANTEED MONTHLY
WEIGHTED AVERAGE DISCOUNT POINT
------------------ --------------
SPECIFICATIONS
LBS./MBTU
---------------
Ash 9.00 9.75
Moisture 9.00 9.75
Sulfur 2.90 3.0
MID SULFUR
----------
GUARANTEED MONTHLY
WEIGHTED AVERAGE DISCOUNT POINT
------------------ --------------
SPECIFICATIONS
LBS./MBTU
---------------
Ash 13.50 13.5
Moisture 9.00 10.0
Sulfur 3.40 3.4
HIGH SULFUR
-----------
GUARANTEED MONTHLY
WEIGHTED AVERAGE DISCOUNT POINT
------------------ --------------
SPECIFICATIONS
LBS./MBTU
---------------
Ash 19.00 19.0
Moisture 9.00 12.0
Sulfur 4.00 4.2
18
CONTRACT #00-000-000
For example, for Low Sulfur Coal, if the actual Monthly Weighted
Average of sulfur equals 3.3 lb/MMBTU, then the applicable discount
would be (3.3 lb. - 2.90 lb.) X $0.1232/lb/MMBTU = $.04928/MMBTU.
SECTION 8.3 PRICE REVIEW. The Base Price and all other terms and
conditions of this Agreement shall be subject to review for any reason at the
request of either party for revisions to become effective on January 1, 2000.
The party requesting such a review shall give written notice of its request
to the other party on or before July 1, 1999. The parties then shall
negotiate an agreement on new prices and/or other terms and conditions
between July 1 and October 1. If the parties do not reach an agreement by
December 1, then this Agreement will terminate as of December 31, 1999
without liability due to such termination for either party.
SECTION 8.4 PAYMENT CALCULATION. Exhibit A attached hereto shows the
methodology for calculating the coal payment and quality price discounts for
the month Seller's coal was unloaded by Buyer. If there are any such
discounts, Buyer shall apply credit to amounts owed Seller for the month the
coal was unloaded.
SECTION 9. INVOICES, BILLING AND PAYMENT.
SECTION 9.1 INVOICING ADDRESS. Invoices will be sent to Buyer at
the following address:
Louisville Gas and Electric Company
000 Xxxx Xxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
Attention: Director, Fuels Procurement and Delivery
19
CONTRACT #00-000-000
With a copy to:
Louisville Gas and Electric Company
000 Xxxx Xxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
Attention: Manager, Accounts Payable
SECTION 9.2 INVOICE AND BI-MONTHLY PAYMENT PROCEDURES. For all coal
delivered (as defined in SECTION 5 hereof) between the first and fifteenth
days of any calendar month, Buyer shall make preliminary payment by the
twenty-fifth day of such month. For all coal delivered between the sixteenth
and the last days of any calendar month, Buyer shall make preliminary payment
by the tenth day of the succeeding calendar month. Payment shall be made by
electronic funds transfer to Seller's account at Xxxxxx'x Bank and Trust,
Madisonville, Kentucky. Preliminary payment shall be in the amount of 75% of
the then current price on a dollar per ton basis as calculated by applicable
coal type, guaranteed monthly weighted average Btu, and the then current Base
Price in cents per MMBTU. After the end of each calendar month, there will be
a true-up as follows. The amount due for all coal (based on the Base Price
minus any Quality Price Discounts) delivered during any calendar month shall
be calculated and compared to the sum of the preliminary payments made for
coal delivered during such month. The difference shall be paid by or paid to
the Seller, as applicable, by the twenty-fifth day of the following month.
SECTION 9.3 WITHHOLDING. Buyer shall have the right to withhold from
payment of any billing or xxxxxxxx (i) any sums which it is not able in good
faith to verify or which it otherwise in good faith disputes, (ii) any
damages resulting from or likely to result from any breach of this Agreement
by Seller, and (iii) any amounts owed to Buyer from Seller. Buyer shall
notify Seller
20
CONTRACT #00-000-000
promptly in writing of any such issue, stating the basis of its claim and the
amount it intends to withhold.
Payment by Buyer, whether knowing or inadvertent, of any amount in
dispute shall not be deemed a waiver of any claims or rights by Buyer with
respect to any disputed amounts or payments made.
SECTION 10. FORCE MAJEURE.
SECTION 10.1 GENERAL FORCE MAJEURE. If either party hereto is delayed
in or prevented from performing any of its obligations or from utilizing the
coal sold under this Agreement due to acts of God, war, riots, civil
insurrection, acts of the public enemy, strikes, lockouts, fires, floods or
earthquakes, which are beyond the reasonable control and without the fault or
negligence of the party affected thereby, then the obligations of both
parties hereto shall be suspended to the extent made necessary by such event;
provided that the affected party gives written notice to the other party as
early as practicable of the nature and probable duration of the force majeure
event. The party declaring force majeure shall exercise due diligence to
avoid and shorten the force majeure event and will keep the other party
advised as to the continuance of the force majeure event. During any period
in which Seller's ability to perform hereunder is affected by a force majeure
event, Seller shall not deliver any coal to any other buyers to whom Seller's
ability to supply is similarly affected by such force majeure event unless
contractually committed to do so at the beginning of the force majeure event;
and further shall deliver to Buyer under this Agreement at least a pro rata
portion (on a per ton basis) of its total contractual commitments to all its
buyers to whom Seller's ability to supply is similarly affected by such force
majeure event in place at the
21
CONTRACT #00-000-000
beginning of the force majeure event. An event which affects the Seller's
ability to produce or obtain coal from a mine other than the Coal Property
will not be considered a force majeure event hereunder.
Tonnage deficiencies resulting from a force majeure event shall be
made up at Buyer's sole option on a reasonable schedule.
SECTION 10.2 ENVIRONMENTAL LAW FORCE MAJEURE. The parties recognize
that, during the continuance of this Agreement, legislative or regulatory
bodies or the courts may adopt environmental laws, regulations, policies
and/or restrictions which will make it impossible or commercially
impracticable for Buyer to utilize this or like kind and quality coal which
thereafter would be delivered hereunder. If as a result of the adoption of
such laws, regulations, policies, or restrictions, or change in the
interpretation or enforcement thereof, Buyer decides that it will be
impossible or commercially impracticable (uneconomical) for Buyer to utilize
such coal, Buyer shall so notify Seller, and thereupon Buyer and Seller shall
promptly consider whether corrective actions can be taken in the mining and
preparation of the coal at Seller's mine and/or in the handling and
utilization of the coal at Buyer's generating station; and if in Buyer's sole
judgment such actions will not, without unreasonable expense to Buyer, make
it possible and commercially practicable for Buyer to so utilize coal which
thereafter would be delivered hereunder without violating any applicable law,
regulation, policy or order, Buyer shall have the right, upon the later of 60
days notice to Seller or the effective date of such restriction, to terminate
this Agreement without further obligation hereunder on the part of either
party.
22
CONTRACT #00-000-000
SECTION 11. CHANGES. Buyer may, by mutual agreement with Seller, at
any time by written notice pursuant to SECTION 12 of this Agreement, make
changes within the general scope of this Agreement in any one or more of the
following: quality of coal or coal specifications, quantity of coal, method
or time of shipments, place of delivery (including transfer of title and risk
of loss), method(s) of weighing, sampling or analysis and such other
provision as may affect the suitability and amount of coal for Buyer's
generating stations.
If any such changes makes necessary or appropriate an increase or
decrease in the then current price per ton of coal, or in any other provision
of this Agreement, an equitable adjustment shall be made in: price, whether
current or future or both, and/or in such other provisions of this Agreement
as are affected directly or indirectly by such change, and the Agreement
shall thereupon be modified in writing accordingly.
Any claim by the Seller for adjustment under this SECTION 11 shall be
asserted within thirty (30) days after the date of Seller's receipt of the
written notice of change, it being understood, however that Seller shall not
be obligated to proceed under this Agreement as changed until an equitable
adjustment has been agreed upon. The parties agree to negotiate promptly and
in good faith to agree upon the nature and extent of any equitable adjustment.
SECTION 12. NOTICES.
SECTION 12.1 FORM AND PLACE OF NOTICE. Any official notice, request
for approval or other document required to be given under this Agreement
shall be in writing, unless otherwise provided herein, and shall be deemed to
have been sufficiently given when delivered in person, transmitted by
facsimile or other electronic media, delivered to an established mail service
for
23
CONTRACT #00-000-000
same day or overnight delivery, or dispatched in the United States mail,
postage prepaid, for mailing by first class, certified, or registered mail,
return receipt requested, and addressed as follows:
If to Buyer: Louisville Gas and Electric Company
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn.: Director, Fuels Procurement and Delivery
with a copy to: Louisville Gas and Electric Company
000 Xxxx Xxxxxxxx
P.O. Box 32020
Xxxxxxxxxx, Xxxxxxxx 00000
Attn.: Manager, Procurement Services
If to Seller: Warrior Coal Corporation
0000 Xxxxxxxx Xxxxxxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxxxxx, Xxxxxxxx 00000
SECTION 12.2 CHANGE OF PERSON OR ADDRESS. Either party may change the
person or address specified above upon giving written notice to the other
party of such change.
SECTION 12.3 ELECTRONIC DATA TRANSMITTAL. Seller hereby agrees, at
Seller's cost, to electronically transmit shipping notices and/or other data
to Buyer in a format acceptable to and established by Buyer upon Buyer's
request. Buyer shall provide Seller with the appropriate format and will
inform Seller as to the electronic data requirements at the appropriate time.
SECTION 13. EARLY TERMINATION. Each party hereto shall have the right
of early termination for any reason or no reason, in whole or in part, of its
rights and obligations under this Agreement as follows: The party desiring to
exercise its right of early termination shall give written notice thereof to
the other party and pay the price for early termination (the
24
CONTRACT #00-000-000
"Early Termination Price") as described herein. Notice may be given by either
party no later than September 1 of any calendar year; and this Agreement will
be terminated at the end of such year. If this Agreement is terminated early
in whole, then the Early Termination Price shall be $3.50 times the Remaining
Quantity. For the purposes of this SECTION13, the "Remaining Quantity" shall
mean the Base Quantity plus any Right of First Refusal Tonnage and Option
Tonnage for the year immediately preceding termination hereunder multiplied
by the number of years until the effective date of the next price review
hereunder (e.g., January 1, 2000) or the termination date of this Agreement,
as applicable. For example, if Buyer nominates an additional 250,000 tons of
Option Tonnage for 1998, and if Seller terminates this Agreement in whole
effective December 31, 1998 pursuant to this SECTION13, then Seller would owe
Buyer $4,375,000 (1,250,000 x $3.50) under this SECTION13. If this Agreement
is terminated early in part, then the Early Termination Price shall be $3.50
times the total tonnage reduced from the Remaining Quantity. For example, if
Buyer nominates an additional 250,000 tons of Option Tonnage for 1998, and if
Seller terminates this Agreement in part effective December 31, 1998 by
reducing the Base Quantity from 1,000,000 to 500,000 tons, then Seller would
be obligated to deliver 750,000 tons in 1999 (500,000 tons Base Quantity plus
250,000 tons Option Tonnage) and would owe Buyer $1,750,000 (500,000 x $3.50)
under this SECTION13. The Early Termination Price shall be paid in four equal
installments on January 1, April 1, July 1, and October 1 of the year
immediately succeeding the early termination. This provision is not intended
to limit, liquidate, or otherwise affect in any manner damages recoverable
for breach of this Agreement.
25
CONTRACT #00-000-000
SECTION 14. RIGHT TO RESELL. Buyer shall have the unqualified
right to sell all or any of the coal purchased under this Agreement.
SECTION 15. INDEMNITY AND INSURANCE.
SECTION 15.1 INDEMNITY. Seller agrees to indemnify and save harmless
Buyer, its officers, directors, employees and representatives from any
responsibility and liability for any and all claims, demands, losses, legal
actions for personal injuries, property damage and pollution (including
reasonable inside and outside attorney's fees) (i) relating to the barges or
railcars provided by Buyer or Buyer's contractor while such barges or
railcars are in the care and custody of the loading dock or loading facility,
(ii) due to any failure of Seller to comply with laws, regulations or
ordinances, or (iii) due to the acts or omissions of Seller in the
performance of this Agreement.
SECTION 15.2 INSURANCE. Seller agrees to carry insurance coverage
with minimum limits as follows:
(1) Commercial General Liability, including Completed
Operations and Contractual Liability, $1,000,000 single limit liability.
(2) Automobile General Liability, $1,000,000 single limit
liability.
(3) In addition, Seller shall carry excess liability insurance
covering the foregoing perils in the amount of $4,000,000 for any one
occurrence.
(4) Workers' Compensation and Employer's Liability with
statutory limits.
If any of the above policies are written on a claims made basis, then
the retroactive date of the policy or policies will be no later than the
effective date of this Agreement. Certificates of
26
CONTRACT #00-000-000
Insurance satisfactory in form to the Buyer and signed by the Seller's
insurer shall be supplied by the Seller to the Buyer evidencing that the
above insurance is in force and that not less than 30 calendar days written
notice will be given to the Buyer prior to any cancellation or material
reduction in coverage under the policies. The Seller shall cause its insurer
to waive all subrogation rights against the Buyer respecting all losses or
claims arising from performance hereunder. Evidence of such waiver
satisfactory in form and substance to the Buyer shall be exhibited in the
Certificate of Insurance mentioned above. Seller's liability shall not be
limited to its insurance coverage.
SECTION 16. TERMINATION FOR DEFAULT.
Subject to SECTION 6.4, if either party hereto commits a material
breach of any of its obligations under this Agreement at any time, then the
other party has the right to give written notice describing such breach and
stating its intention to terminate this Agreement no sooner than 30 days
after the date of the notice (the "notice period"). If such material breach
is curable and the breaching party cures such material breach within the
notice period, then the Agreement shall not be terminated due to such
material breach. If such material breach is not curable or the breaching
party fails to cure such material breach within the notice period, then this
Agreement shall terminate at the end of the notice period in addition to all
the other rights and remedies available to the aggrieved party under this
Agreement and at law and in equity.
27
CONTRACT #00-000-000
SECTION 17. TAXES, DUTIES AND FEES.
Seller shall pay when due, and the price set forth in SECTION 8 of
this Agreement shall be inclusive of, all taxes, duties, fees and other
assessments of whatever nature imposed by governmental authorities with
respect to the transactions contemplated under this Agreement.
SECTION 18. DOCUMENTATION AND RIGHT OF AUDIT.
Seller shall maintain all records and accounts pertaining to
payments, quantities, quality analyses, and source for all coal supplied
under this Agreement for a period lasting through the term of this Agreement
and for two years thereafter. Buyer shall have the right at no additional
expense to Buyer to audit, copy and inspect such records and accounts at any
reasonable time upon reasonable notice during the term of this Agreement and
for 2 years thereafter.
SECTION 19. EQUAL EMPLOYMENT OPPORTUNITY. To the extent applicable,
Seller shall comply with all of the following provisions which are
incorporated herein by reference: Equal Opportunity regulations set forth in
41 CRF SECTION 60-1.4(a) and (c) prohibiting discrimination against any
employee or applicant for employment because of race, color, religion, sex,
or national origin; Vietnam Era Veterans Readjustment Assistance Act
regulations set forth in 41 CRF SECTION 50-250.4 relating to the employment
and advancement of disabled veterans and veterans of the Vietnam Era;
Rehabilitation Act regulations set forth in 41 CRF SECTION 60-741.4 relating
to the employment and advancement of qualified disabled employees and
applicants for employment; the clause known as "Utilization of Small Business
Concerns and Small Business Concerns Owned and Controlled by Socially and
Economically Disadvantaged Individuals" set forth in 15 USC SECTION
637(d)(3); and subcontracting plan requirements set forth in 15 USC SECTION
637(d).
28
CONTRACT #00-000-000
SECTION 20. COAL PROPERTY INSPECTIONS. Buyer and its representatives
shall have the right at all reasonable times with prior notice to Seller at
its own expense and at its own risk without liability to Seller to inspect
the Coal Property, including the loading facilities, scales, sampling
system(s), wash plant facilities, and mining equipment for conformance with
this Agreement. Seller shall undertake reasonable care and precautions to
prevent personal injuries to any representatives, agents or employees of
Buyer (collectively, "Visitors") who inspect the Coal Property. Any such
Visitors shall make every reasonable effort to comply with Seller's
regulations and rules regarding conduct on the work site, made known to
Visitors prior to entry, as well as safety measures mandated by state or
federal rules, regulations and laws. Buyer understands that underground mines
and related facilities are inherently high-risk environments. Buyer's failure
to inspect the Coal Property or to object to defects therein at the time
Buyer inspects the same shall not relieve Seller of any of its
responsibilities nor be deemed to be a waiver of any of Buyer's rights
hereunder.
SECTION 21. MISCELLANEOUS.
SECTION 21.1 APPLICABLE LAW. This Agreement shall be construed in
accordance with the laws of the State of Kentucky, and all questions of
performance of obligations hereunder shall be determined in accordance with
such laws.
SECTION 21.2 HEADINGS. The paragraph headings appearing in this
Agreement are for convenience only and shall not affect the meaning or
interpretation of this Agreement.
29
CONTRACT #00-000-000
SECTION 21.3 WAIVER. The failure of either party to insist on strict
performance of any provision of this Agreement, or to take advantage of any
rights hereunder, shall not be construed as a waiver of such provision or
right.
SECTION 21.4 REMEDIES CUMULATIVE. Remedies provided under this
Agreement shall be cumulative and in addition to other remedies provided
under this Agreement or by law or in equity.
SECTION 21.5 SEVERABILITY. If any provision of this Agreement is
found contrary to law or unenforceable by any court of law, the remaining
provisions shall be severable and enforceable in accordance with their terms,
unless such unlawful or unenforceable provision is material to the
transactions contemplated hereby, in which case the parties shall negotiate
in good faith a substitute provision.
SECTION 21.6 BINDING EFFECT. This Agreement shall bind and inure
to the benefit of the parties and their successors and assigns.
SECTION 21.7 ASSIGNMENT. Neither party may assign this Agreement or
any rights or obligations hereunder without the prior written consent of the
other party, which consent shall not be unreasonably withheld or denied.
SECTION 21.8 ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties as to the subject matter hereof, and there are
no representations, understandings or agreements, oral or written, which are
not included herein.
30
CONTRACT #00-000-000
SECTION 21.9 AMENDMENTS. Except as otherwise provided herein, this
Agreement may not be amended, supplemented or otherwise modified except by
written instrument signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
LOUISVILLE GAS AND ELECTRIC
COMPANY WARRIOR COAL CORPORATION
By: ___________________________ By: ___________________________
Xxxxx Xxxxxxx, Vice President &
General Manager, Wholesale Electric Title: ___________________________
Business
Date: ___________________________ Date: ___________________________
31
Contract #00-000-000
Amendment #1
AMENDMENT TO CONTRACT
THIS AMENDMENT IS entered into, effective as of May 1, 1997, by and between
LOUISVILLE GAS AND ELECTRIC COMPANY (hereinafter referred to as "LG&E"),
whose address is: 000 X. Xxxx Xx., Xxxxxxxxxx, Xxxxxxxx 00000 and WARRIOR
COAL CORPORATION, a Kentucky corporation, X.X. Xxx 0000, 0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Seller"). In consideration of the
agreements herein contained, the parties hereto agree as follows:
1.0 AMENDMENTS
The Agreement heretofore entered into by the parties, dated effective
January 1, 1997 and identified by the Contract Number set forth above,
(hereinafter referred to as "Agreement"), is hereby amended as follows:
1.1 In Section 3.1 QUALITY, the base quantity (tons) of coal for
1997 is changed from 750,000 to 780,000.
1.2 In Section 3.2 DELIVERY SCHEDULE, is amended to add the following
at the end: Additional 30,000 tons in 1997 shall be delivered in
May (15,000 tons) and June (15,000 tons).
2.0 PRICING SUMMARY
2.1 Pricing for the additional 30,000 tons shall be $0.95395/MMBTU
f.o.b. railcar, Cardinal #9 load-out.
3.0 STATUS OF AGREEMENT
As amended herein, the Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the day and year below written, but effective as of the day and year first
set forth above.
LOUISVILLE GAS AND ELECTRIC WARRIOR COAL COMPANY
COMPANY
By: ________________________ By: ________________________
Xxxxxx Xxxxxxxx
Senior Vice President Title: ________________________
Power Operations
Date ________________________ Date ________________________
Contract #00-000-000
Amendment #2
AMENDMENT NO. 2 TO CONTRACT
THIS AMENDMENT NO. 2 IS entered into, effective as of December 1, 1997, by
and between LOUISVILLE GAS AND ELECTRIC COMPANY (hereinafter referred to as
"LG&E"), whose address is: 000 X. Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 and
WARRIOR COAL CORPORATION, a Kentucky corporation, X.X. Xxx 0000, 0000
Xxxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Seller"). In
consideration of the agreements herein contained, the parties hereto agree as
follows:
1.0 AMENDMENTS
The Agreement heretofore entered into by the parties, dated effective
January 1, 1997 and identified by the Contract Number set forth above,
(hereinafter referred to as "Agreement") is hereby amended as follows:
1.1 In Section 3.1 QUANTITY, the base quantity (tons) of coal for
1997 is changed from 780,000 to 795,000.
1.2 Section 3.2 DELIVERY SCHEDULE, is amended to add the following at
the end: The additional 15,000 tons referenced above shall be
delivered in December, 1997.
2.3 PRICING SUMMARY
2.1 Pricing for the additional 15,000 tons to be delivered in
December 1997 shall be $0.95395/MMBTU F.O.B. railcar at the
Delivery Point.
3.0 STATUS OF AGREEMENT
As amended herein, the Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 2 on the day and year below written, but effective as of the day and year
first set forth above.
LOUISVILLE GAS AND ELECTRIC WARRIOR COAL CORPORATION
COMPANY
By: _____________________________ By: __________________________
Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President President
Power Operations
Date: ____________________________ Date: __________________________
