EXHIBIT 10.23
CONFIDENTIAL TREATMENT REQUESTED
UNDER C.F.R. SECTIONS
200.80(b)(4), 200.83 and 230.406
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
THE OMMITTED MATERIAL HAS
BEEN FILED SEPARATELY WITH
THE COMMISSION
THIS CONTRACT, entered into this 16th day of AUGUST 2002, by and between OHIO
POWER COMPANY dba American Electric Power, hereafter called the Company and
REPUBLIC ENGINEERED PRODUCTS, LLC., 0000 XXXXXXX XXXXXXX, XXXXX, XX, 00000-0000,
or his or its heirs, successors or assigns, hereafter called the Customer,
WITNESSETH:
For and in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree with each other as follows:
The Company agrees to furnish to the Customer, during the term of this
Contract, and the Customer agrees to take from the Company, subject to Company's
standard Terms and Conditions of Service as regularly filed with the PUBLIC
UTILITIES COMMISSION OF OHIO, all the electric energy of the character specified
herein that shall be purchased by the Customer in the premises located at 0000
0XX XXXXXX, XX, XXX 0000 XXXXXXXXXX XXXX, XX, XXXXXX, XX.
The Company is to furnish and the Customer is to take electric energy
under the terms of this Contract for an initial period of 0 month(s) from the
time such service is commenced, and continuing thereafter until terminated upon
12 months' written notice given by either party of its intention to terminate
the Contract. The date that service shall be deemed to have commenced under this
Contract shall be AUGUST 16, 2002. IN NO EVENT SHALL THE TERM OF THIS CONTRACT
EXTEND BEYOND December 31, 2005.
The electric energy delivered hereunder shall be alternating current at
approximately 138000 volts, 3-wire, 3-phase, and it shall be delivered AT
DELIVERY POINT #1 AND DELIVERY POINT #2 (SEE SKETCH ON BACK), which shall
constitute the point of delivery under this Contract. The said electric energy
shall be delivered at reasonably close maintenance to constant potential and
frequency, and it shall be measured by a meter or meters owned and installed by
the Company and located IN COMPANY'S XXXXXXXXX SUBSTATION CONTROL HOUSE (SEE
SKETCH ON BACK). METERING IS 138 KV, 3 WIRE, 3 PHASE AND 23 KV, 3 WIRE, 3 PHASE
(SEE SKETCH ON BACK).
The Customer acknowledges that the Customer may be eligible to receive
service under more than one of the Company's schedules and that such options
have been explained to the Customer. The Customer and Company agree that the
Customer has chosen to receive service under the provisions of the Company's
Schedules 324 - GEN SERV - LARGE - TRANSMISSION AND 339 - IRP - DISCRETIONARY -
TRANSMISSION. The Customer agrees to pay the Company monthly for electric energy
delivered hereunder at the rates and under the provisions of the Company's
Schedules 324 - GEN SERV - LARGE - TRANSMISSION AND 339 - IRP - DISCRETIONARY -
TRANSMISSION, as regularly filed with the PUBLIC UTILITIES COMMISSION OF OHIO,
as long as those schedules are in effect. In the event that the schedules chosen
by the Customer are replaced by new or revised schedules incorporating different
rates or provisions, or both, the Company and Customer understand and agree that
the Company will continue to provide service, and the Customer will continue to
take service, under this Contract, subject to such changed provisions, and that
the Customer will pay for such service at the new rates on and after the date
such rates become effective.
The Customer's contract capacity under the scheduless named herein is
hereby fixed at [****]. If a time-of-day demand is available under the
scheduless and is selected by the Customer, the reservation of capacity
aforementioned shall be the peak period reservation of capacity and shall
determine the scheduless' minimum monthly billing demand. THE AMOUNT OF CAPACITY
REQUESTED DURING THE OFF-PEAK PERIOD IS [****] KW.
If the Customer provides the Company with the written notice as specified
in the Company's Schedules 324 - GEN - SERV - LARGE - TRANSMISSION AND 339 - IRP
- DISCRETIONARY - TRANSMISSION, in order to terminate this Contract for the
purpose of exercising any legal right to choose a competitive supplier of
generation service, then the Customer agrees to enter into a new contract to
take distribution service from the Company, or any successor company thereto,
prior to the date on which this Contract expires. The Company and Customer agree
that such distribution service will be provided at the rates, and under the
terms and conditions of service, contained in the open access distribution
tariffs on file with the PUBLIC UTILITIES COMMISSION OF OHIO that correspond to
the schedules for service selected by the Customer herein, as specified above.
The Company and Customer further agree that Schedules 324 - GEN SERV - LARGE -
TRANSMISSION AND 339 - IRP - DISCRETIONARY - TRANSMISSION, or any successors
thereto, as regularly filed with the PUBLIC UTILITIES COMMISSION OF OHIO, are
the open access distribution tariffs that correspond to Schedules 324 - GEN SERV
- LARGE - TRANSMISSION AND 339 - IRP - DISCRETIONARY - TRANSMISSION.
There are no unwritten understandings or agreements relating to the
service hereinabove provided. This Contract cancels and supersedes all previous
agreements, relating to the purchase by Customer and sale by Company of electric
energy at Customer's premises as referred to above, on the date that service
under this Contract commences. This Contract shall be in full force and effect
when signed by the authorized representatives of the parties hereto.
INCLUDING ADDENDA ATTACHED HERETO AND MADE PART HEREOF: ADDENDUM I - DESIGNATION
OF CAPACITY RESERVATION; ADDENDUM II - REPLACEMENT ELECTRICITY SOURCES; ADDENDUM
III - USE OF COMPANY OWNED FACILITIES.
OHIO POWER COMPANY REPUBLIC ENGINEERED PRODUCTS, LLC
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- -------------------------------
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
Title: Manager Title: Commodity Manager
Date: 9/24/02 Date: 9/9/02
Account Number: 077-751-300-0
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
ADDENDUM I*
DESIGNATION OF CAPACITY RESERVATION
*This Addendum supplements and amends the Electric Service Agreement dated
August 16, 2002, by and between Ohio Power Company, d/b/a American Electric
Power and Republic Engineered Products, LLC.
The Capacity Reservation contracted for by the Customer is [****] kW on-peak and
[****] kW off-peak. The on-peak and off-peak demand designations are as follows:
The first [****] kW of both the on-peak and off-peak capacity reservations
are designated as firm service not subject to interruption in accordance
with the GS-4 rate schedule.
The next [****] kW of on-peak capacity reservation and [****] kW of
off-peak reservation capacity are designated as intetrruptible and subject
to interruption in accordance with the IRP-D rate schedule.
On-peak demand exceeding [****] kW shall be billed in accordance with the
GS-4 rate schedule.
Coincident metered demands from both points of metering will be combined for
billing allocation as specified above, and for determining compliance with
interruptions.
OHIO POWER COMPANY REPUBLIC ENGINEERED PRODUCTS, LLC
d/b/a AMERICAN ELECTRIC POWER
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ----------------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
(print) (print)
Title: Manager Title: Commodity Manager
Date: 9/24/02 Date: 9/24/02
Page 1 of 1
ADDENDUM II*
REPLACEMENT ELECTRICITY SOURCES
*This Addendum supplements and amends the Electric Service Contract dated August
16, 2002, by and between Ohio Power Company, d/b/a American Electric Power and
Republic Engineered Products, LLC.
The Customer specifies the following replacement electricity sources in
accordance with rate Schedule IRP-D:
1. American Electric Power
2. First Energy Solutions
3. Allegheny Energy Supply
4. ____________________________________
5. ____________________________________
The Customer may change the specified sources no more than once during every
6-month period.
OHIO POWER COMPANY REPUBLIC ENGINEERED PRODUCTS, LLC
d/b/a AMERICAN ELECTRIC POWER
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------ -----------------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
(print) (print)
Title: Manager Title: Commodity Manager
Date: 9/24/02 Date: 9/24/02
Page 1 of 1
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
ADDENDUM III*
USE OF COMPANY OWNED FACILITIES
*This Addendum supplements and amends the Electric Service Agreement dated
August 16, 2002, by and between Ohio Power Company and Republic Engineered
Products, LLC.
1. The Company has agreed to provide, operate, and maintain certain 23 kV
substation equipment and 23 kV service lines, dedicated to the use of and
to permit the Customer to contract for and receive electric energy from
the Company at 138 kV under the Service Contact and any subsequent
agreement specifying 138 kV delivery. - -
2. The Company shall dedicate, provide, operate, and maintain for the
Customer's use the 23 kV facilities in the Company's substation known as
Xxxxxxxxx located to the west and south of the Customer's [****] kV
substation on Georgetown Road, N.E., Canton. The 23 kV facilities include
the customer's reservation capacity of [****] transformers, [****] 23 kV
circuit breakers, steel structures, associated switches and appurtenances.
The Company and the Customer agree the Company's metering equipment is not
included.
3. The Company shall dedicate, provide, operate, and maintain for the
Customer's use the 23 kV service lines (2) between the facilities in
paragraph 2 and the Customer's 23 kV substation on Georgetown Road.
4. For the use of the facilities listed in paragraphs 2 and 3, the Customer
agrees to pay a carrying charge to the Company monthly, in addition to and
concurrently with the monthly charges for electric service provided under
the Service Contract, in the amount of $ [****].
5. The Company and Customer recognize that the Customer's requirements during
the term hereof for facilities of the types in paragraphs 2 and 3 may
change. At the written request of the Customer and with mutual agreement
of the Company and the Customer as to the facilities to be added and/or
modified, the Company will provide, operate, and maintain such additional
and/or modified facilities upon the payment by the Customer of the cost
incurred by the Company or by adjusted carrying charge payment, as agreed
to comply with the Customer's request.
6. The Company may, for its own convenience, modify any of the facilities
included in paragraphs 2 and 3; but such modification, upon completion,
shall not result in any loss of capacity, utility or reliability to the
Customer and no adjustment shall be made in the monthly payment by the
Customer.
7. Should the Company be required by Federal, State or local law or
regulation to modify or relocate any of the facilities in paragraphs 2 and
3, the Company shall notify the Customer and the Customer shall, within 30
days of such notification, approve such modification or relocation and
mutually agreeable monthly payment. Should the customer fail to give
timely notice to the Company of such approval or election, the Company may
make such modification or relocation without change in the monthly payment
by the Customer.
8. Should Company be required by any governmental authority to pay increased
taxes based upon the monthly revenues paid by the Customer to the Company
pursuant to paragraph 4, the monthly payment shall be modified so as to
enable the Company, after provision for such taxes, to realize the net
monthly payment in effect prior to the increase.
Page 1 of 2
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
9. The Customer and the Company recognize that this Appendix III allows the
Customer to contract for electric service under the " 138 kV or higher"
rate in the Company's Schedule GS-4 as said tariff exists at the date
hereof. In the event that Schedule GS-4 becomes substantially modified or
eliminated with the result that this Appendix III is no longer useful for
that purpose, the Customer shall have the right to terminate this Contract
within 30 days following said substantial modification or elimination and
in such event the Customer may contract with the Company for electric
service under the Schedules and the Terms and Conditions of Service then
applicable.
10. This Appendix III covering the Company's facilities located as described
in paragraphs 2 and 3 shall not be assignable without the other party's
written consent, except that either party may assign to any corporate
affiliate or subsidiary without such consent, and which consent shall not
be unreasonably withheld.
11. The measurement of energy shall be the 23 kV metering located in
Company's Xxxxxxxxx substation as defined in paragraph 2. The rates set
forth in the Contract are based upon delivery and measurement of energy at
138 kV, thus the 23 kV measurement will be compensated to the
138 kV delivery point as defined in the service contract. The
measurements of kWH, kW and kVAR shall be multiplied by [****].
OHIO POWER COMPANY REPUBLIC ENGINEERED PRODUCTS, LLC.
d/b/a AMERICAN ELECTRIC POWER
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- -----------------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
(print) (print)
Title: Manager Title: Commodity Manager
Date: 9/24/02 Date: 9/24/02
Page 2 of 2
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
UTILITY DEPOSIT AGREEMENT
This Agreement dated this 31st day of August, 2002, is by and between Republic
Engineered Products, LLC, of 0000 Xxxxxxx Xxxxxxx, Xxxxx, XX 00000-0000, and
American Electric Power, dba, Ohio Power Company, of 000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxx, Xxxx 00000.
Whereas, Ohio Power Company has required Republic Engineered Products, LLC, to
provide financial security for the payment of electric service furnished to
Republic Engineered Products, LLC, at 0000 0xx Xxxxxx, X.X., and 0000 Xxxxxxxxxx
Xx., X.X., Xxxxxx, Xxxx 00000.
[****]
Now therefore in exchange of mutual promises, the parties hereby agree as
follows:
1) Republic Engineered Products, LLC, will provide Ohio Power Company a
[****] in the amount equal to a good faith estimate of Republic Engineered
Products, LLC's [****] provided to Republic Engineered Products, LLC by
Ohio Power Company as follows:
a) Account No. 077-751-300-0, 0000 0xx Xxxxxx, X.X., and 0000
Xxxxxxxxxx Xx. X.X., Xxxxxx, XX - $ [****]
2) Commencing Monday, September 9, 2002, Republic Engineered Products, LLC,
shall electronically pay to Ohio Power Company by 12:00 noon Eastern
Standard Time on the Payment Date an amount representing a good faith
estimate of Republic Engineered Products, LLC's, weekly service provided
to Republic Engineered Products, LLC, by Ohio Power Company for the past
weekly usage period from Monday through Sunday as follows:
a) Account No. [****], 0000 0xx Xxxxxx, X.X., and 0000 Xxxxxxxxxx Xx.
X.X., Xxxxxx, XX - $ [****]
This good faith estimated payment amount may be adjusted by Ohio Power Company
to reflect extended changes in plant operations to include plant shutdowns or
increases in plant production.
3) For purposes of this Agreement, Payment Date shall be the Monday of each
week, unless Monday is not a regular business day in which case payment
is due the next regular business day.
4) Ohio Power Company shall make meter readings each month (on its normal
reading date) and shall submit to Republic Engineered Products, LLC, an
invoice reflecting Republic
Page 1 of 3
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
Engineered Products, LLC's, actual usage and the actual cost for service
for service for the month. A reconciliation of accounts will be made
against the payment due on the Payment Date of the first full week of the
following month at which time Republic Engineered Products, LLC, shall pay
any additional sums for actual usage in the preceding month in excess of
the aggregate estimated payments or shall receive a credit against the
estimated payment due on that Payment Date equal to the difference between
the estimated payments for the prior month and the amount of actual usage.
5) If Republic Engineered Products, LLC, fails to make any payment pursuant
to paragraph 1 hereof and does not cure that failure by the close of
business on the regular business day following the Payment Date, (the
"Cure Date") Republic Engineered Products, LLC, shall immediately cure the
default and provide to Ohio Power Company a cash deposit representing an
estimate of the monthly average of the annual electrical consumption by
Republic Engineered Products, LLC, plus [****] percent. Republic
Engineered Products, LLC, represents that it will not use this provision
to extend the Payment Date.
6) If Republic Engineered Products, LLC, fails to cure payment default and
provide deposit as stipulated in paragraph 4 hereof, Ohio Power Company
will terminate service following a 24 hour notice.
7) In the event Republic Engineered Products, LLC, files a petition for
relief under the Bankruptcy Code or an involuntary petition for relief
under the Bankruptcy Code is filed against the Republic Engineered
Products, LLC, within seven (7) months of its execution of this Agreement,
Republic Engineered Products, LLC, acknowledges and agrees that:
a) Republic Engineered Products, LLC, will provide Ohio Power Company,
within twenty (20) days of the petition date, a post-petition
security deposit in the amount equal to an estimate of the monthly
average of the annual electrical consumption by Republic Engineered
Products, LLC, plus [****] percent, which is an amount Ohio Power
Company is authorized to obtain under the Contract (the "Deposit").
The Deposit shall serve as adequate assurance of payment pursuant to
Section 366(b) of the Bankruptcy Code.
Page 2 of 3
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
b) Republic Engineered Products, LLC, will not file a pleading with the
applicable bankruptcy court that seeks to limit or avoid its
obligations under the Contract or Sections IV.C.1 and 2. of this
Agreement.
8) All payments made hereunder shall be by [****] to include the electric
service account number and dollar amount to:
[****]
9) Ohio Power Company agrees to review the financials of Republic Engineered
Products, LLC on periodic six month intervals from the signing date of
this agreement to determine if this agreement may be modified or
terminated.
In witness hereof the parties have signed with intent to be bound to the terms
of this Agreement.
WITNESS: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxx
-------------------------------- -----------------------------------
For
Republic Engineered Products its
Vice President
-----------------------------------
Title
Date: 8/30/02
WITNESS: /s/ X.X. Xxxx /s/ Xxxxx Xxxxxx
-------------------------------- -----------------------------------
For
Ohio Power Company its
Manager
-----------------------------------
Title
Date: 8-30-02
Page 3 of 3
