Exhibit 10.8
SECOND AMENDMENT TO ENERGY AGREEMENT
This Second Amendment to the Energy Agreement Between Norenco Corporation
and Waldorf Corporation ("Second Amendment") is made and entered into this
31st day of January, 1996 by and between NRG ENERGY, INC., a Delaware
Corporation, formerly known as Norenco Corporation ("NRG" or "Seller") and
WALDORF CORPORATION, a Delaware Corporation ("Waldorf" or "Buyer").
WITNESSETH THAT:
WHEREAS, Buyer owns and operates a recycled paperboard mill and folding
carton plant located in the City of St. Xxxx, Minnesota ("Buyer's Facility");
and
WHEREAS, Seller's parent, Northern States Power Company ("NSP") owns and
operates an electric generating facility located in the City of St. Xxxx,
Minnesota (the "High Bridge Plant"), which produces steam that Buyer purchases
through the Energy Agreement, as hereinafter defined; and
WHEREAS, Seller owns a steam line which runs from the High Bridge Plant
to Buyer's Facility and has a contract to purchase steam from NSP and,
accordingly, sells to Buyer steam pursuant to the Energy Agreement, as
hereinafter defined; and
WHEREAS, Buyer, pursuant to the Energy Agreement entered into between
Buyer and Norenco Corporation on February 12, 1988 ("Energy Agreement"),
currently purchases all of its non-electrical requirements for energy to
conduct its operations at Buyer's Facility from Seller in the form of steam
and is obligated to purchase such requirements from Seller through June 30,
2001; and
WHEREAS, Buyer and Seller entered the First Amendment to the Energy
Agreement on October 26, 1993; and
WHEREAS, Buyer and Seller desire to extend the duration of the Energy
Agreement through June 30, 2007 provided that Seller undertakes certain
obligations, some of which are currently performed by Buyer pursuant to the
Energy Agreement; and
WHEREAS, Seller desires to assume and perform the additional obligations,
as hereinafter described.
NOW THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties hereby agree as follows:
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GENERAL
All of the terms and conditions set forth in the Energy Agreement, as
amended on October 26, 1993, shall remain in full force and effect, except to
the extent that such terms and conditions are modified by or in conflict with
this Second Amendment, in which case this Second Amendment shall prevail.
Subject to the foregoing, Buyer and Seller deem this Second Amendment and the
Energy Agreement, as amended on October 26, 1993, as one in the same document
(hereinafter collectively referred to as "this Agreement").
1. DEFINITIONS
1.1.1 "ADJUSTED BASE PRICE" shall mean the amount to be paid by Buyer
to Seller per BTU's of steam energy delivered to Buyer
hereunder, at Buyer's Metering Station, from July 1, 1990
until the termination of this Agreement. During such period,
the Adjusted Base Price shall be computed as follows: During
each Contract Year commencing July 1, 1990 through the life of
this Agreement, the Adjusted Base Prices (both the "Standard
Adjusted Base Price" and the "Premium Adjusted Base Price")
shall be computed for the ensuing Contract Year by using the
Base Prices or Adjusted Base
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Prices for the Contract Year having just ended, and increasing
or decreasing such Base Prices or Adjusted Base Prices by a
percentage equal to the corresponding percentage increase or
decrease, as the case may be, between Seller's Total Costs for
each of the two immediately preceding Contract Years;
provided, however, that regardless of any, increase or
decrease in Seller's Total Cost, the Adjusted Base Price for
the Contract Year commencing July 1, 1990 and ending June 30,
1991 shall not be less than $ per MMBTU (herein sometimes
referred to as "Standard Adjusted Base Price"); and provided
further that, if the average usage during any twelve (12) hour
period during the Contract Year commencing July 1, 1990 and
ending June 30, 1991 is less than pounds of Useable Steam per
hour for reasons other than Buyer's Scheduled Maintenance, the
Adjusted Base Price for any such twelve (12) hour period shall
be not less than $ per MMBTU (herein sometimes referred to
as "Premium Adjusted Base Price").
1.1.6 "BASE PRICE" shall mean:
1.1.6.1 Where the average usage during any twelve (12) hour
period is equal to or greater
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than pounds of Usable Steam per hour during the months of
September through June, or pounds of Usable Steam per hour
during the months of July and August, or less than these
thresholds due to Buyer's Scheduled Maintenance, an amount
equal to $ per MMBTU for all Usable Steam provided during
such twelve (12) hour period, measured at Buyer's Metering
Station (herein sometimes referred to as the "Standard Base
Price"); or
1.1.6.2 Where the average usage during any twelve (12) hour period is less
than pounds of Usable Steam per hour during the months of
September through June, or than pounds of Usable Steam per hour
during the months of July and August, for reasons other than
Buyer's Scheduled Maintenance, an amount equal to $ per MMBTU for
all Usable Steam provided during such twelve (12) hour period,
measured at Buyer's Metering station (herein sometimes referred to
as the "Premium Base Price").
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1.1.6.3 The twelve (12) hour periods during which average usage
is calculated shall be the "a.m." period from 12:00
midnight until 12:00 o'clock noon, and the "p.m." period
from 12:00 noon until 12:00 o'clock midnight. Such time
intervals may be changed from time to time as Buyer and
Seller determine and set forth in a standard operating
plan. The Base Price shall not be adjusted during the
period from the date hereof through June 30, 1990.
1.1.13A "BUYER'S SCHEDULED MAINTENANCE" shall mean any Buyer's facility
maintenance that requires Buyer's average usage during any twelve
(12) hour period to fall below pounds of Useable Steam per hour
and for which Buyer has provided Seller notice at least two (2)
days prior to such maintenance.
1.1.14 "CAPITAL COSTS" shall mean all costs, which costs are required by
law to be capitalized for tax purposes under the Internal Revenue
Code as existing and in effect on the date such costs are incurred,
and which are incurred in a) replacing, restoring or improving the
Supply Line, including
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the costs of the Xxxxxxxx/Xxxxxxxx Bridge Work, and
right-of-way relocations, and b) constructing, developing and
establishing a Make Up Water System including, without
limitation, all costs incurred by purchasing, installing and
integrating a reverse osmosis system and constructing and
drilling a water well at the High Bridge Plant and installing
any necessary equipment at the High Bridge Plant and Buyer's
Facility.
1.1.17 "CONDENSATE" shall mean steam condensate return water for the
High Bridge Plant. "ACCEPTABLE CONDENSATE" returned shall not
have been in contact with the Buyer's process.
1.1.25 "FORCE MAJEURE" shall mean acts of God, war, civil commotion,
fire, explosions, the elements or other casualty, labor
strikes or disputes, action or orders of governmental agencies
or institutions or the courts, or other causes beyond the
reasonable control of a party hereto (which shall expressly
include NRG's inability, despite NRG's reasonable efforts, to
obtain an extension to St. Xxxx Ordinance #17567, dated March
30, 1988, which expires on June 30, 2001 and permits NRG to
deliver Useable Steam to Buyer) which preclude or
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materially impair the operation of the Generating
Equipment, the High Bridge Plant, the Supply Line or the boilers
at Buyer's Facility, or shut down or materially impair the
sources or means of energy supply, or preclude or materially
impair Buyer from accepting delivery of energy; provided,
however, that energy price considerations shall not be deemed to
be a Force Majeure; and provided further that failure to timely
contract for any energy supply shall not be deemed to be a Force
Majeure; and provided further that overload or excess demand not
caused by any of the foregoing (including demand caused by
extremes in temperature or prolonged periods of high or low
temperatures) shall not be deemed to be a Force Majeure; and
provided further, that if any Force Majeure conditions relating
to the Supply Line can be corrected by the expenditure of funds
(net of Buyer's contribution under Section 8.5.2 and any
insurance proceeds received by Seller) which, for each
occurrence, are less than $ or 50% of the amount of the
Liquidated Damages set forth in Section 9.5 for that same
Contract Year, whichever amount is greater, and if Seller elects
not to expend the funds necessary to cure such Force Majeure
conditions in a timely manner, then such
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conditions shall not be deemed to be a Force Majeure.
1.l.30A "LAY UP SERVICES" shall mean all services necessary to lay up
Buyer's present boiler system and demineralization system, in
wet storage and in a state of readiness that would allow for
light off and full operation in less than twenty four hours.
1.l.32A "MAKE UP WATER" shall mean all water to be added by Seller to
Acceptable Condensate in the amount and form necessary to
provide Buyer Useable Steam under this Agreement.
1.1.32B "MAKE UP WATER CHARGE" shall mean the monthly amount of $
that Buyer agrees to pay Seller for providing Make Up Water.
The Make Up Water Charge of $ per month is based in part
upon Seller's represented estimate that the Make Up Water
System will cost Seller $ to construct and
install. The Make Up Water System cost consists of
improvements of $ at the NSP High Bridge Plant and $
at Buyer's facility. If the costs to construct and install the
improvements at Buyer's facility exceed $ the
parties shall agree either to adjust
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the Make Up Water Charge to reflect, or to have Buyer
reimburse Seller for, the actual costs in excess of $ .
1.1.32C "MAKE UP WATER COMMENCEMENT DATE" shall mean the first day
the Make Up Water System is used to provide Make Up Water.
The Make Up Water Commencement Date shall not occur until (1)
the Make Up Water System has been constructed, thoroughly
tested and placed in continuous operation meeting
specifications under this Agreement to produce Useable Steam
for twelve hours immediately preceding the Make Up Water
Commencement Date, (2) the standard operating plan for the
Energy Agreement has been revised, approved and implemented by
Buyer and Seller to account for the Make Up Water System;
provided, however, that Buyer may waive this requirement for a
revised standard operating plan if the parties are unable to
agree on the contents of such revised standard operating plan,
and (3) Seller has given Buyer at least twenty-four (24) hours
advance notice of the Make Up Water Commencement Date, which
notice Buyer may waive. Seller shall use all reasonable
efforts to cause the Make Up Water Commencement Date to occur
on or before July 1, 1996.
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l.1.32D "MAKE UP WATER SYSTEM" shall mean the entire system necessary for
Seller to provide and deliver Make Up Water.
1.l.39A "NRG" shall mean NRG ENERGY, INC. a corporation organized under the
laws of the State of Delaware, which is a wholly-owned subsidiary
of NSP, was formerly known as NORENCO Corporation, and is the owner
and operator of the Supply Line and the Make Up Water System.
l.l.40A "OPERATIONS AND MAINTENANCE SERVICES" shall mean all services
necessary to operate and maintain the Make Up Water System.
1.1.42 "SELLER" shall mean NRG.
1.1.48 "TERM" shall mean the period of time beginning on the Commencement
Date and continuing through June 30, 2007, subject to the
occurrence of the Condition Precedent contained in Section 2.6, or
unless sooner terminated as provided under this Agreement.
1.1.50 "VERIFIABLE COSTS" shall mean all reasonable and necessary
incremental costs actually incurred by
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Seller in providing Lay Up Services and Operations and
Maintenance Services, broken out for each category but shall not
include any Capital Costs. The types of Verifiable Costs are
listed on Second Amendment Exhibit I attached hereto. Buyer
shall have the right to have an independent third party,
knowledgeable as to Seller's operations and systems, audit
Seller's records to verify the amount, reasonableness and
necessity of Seller's actual costs incurred that support
Seller's reported Verifiable Costs. In order to exercise its
right to audit a particular fiscal year, Buyer must notify
Seller within ninety days after the end of Seller's fiscal year,
except that prior years may also be audited if the audit for
such fiscal year reveaols variation in excess of five (5)
percent from Seller's reported Verifiable Costs. If Seller's
reported Verifiable Costs for any Contract Year exceed the
actual amount of reasonable and necessary costs determined by
Buyer's third party auditor by more than one (1) percent, Seller
shall refund to Buyer any amount overcollected and if said
amount is more than five (5) percent Seller shall also pay all
fees and costs of Buyer's third party auditor. Seller shall
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make available all records reasonably required by the third
party auditor.
1.1.51 "VERIFIABLE COSTS CHARGE" shall mean the Verifiable Costs
incurred by NRG each month, commencing July 1 of each year
beginning on July 1, 1996, plus fifteen percent (15%), until
such time that the cumulative total of Verifiable Costs
exceed $ as adjusted annually by the CPI
Adjustment. At the point that the cumulative total of
Verifiable Costs for the period beginning July 1 exceeds $
as adjusted annually by the CPI Adjustment, the Verifiable
Cost Charge for the month in which the $ cumulative
total is exceeded and thereafter shall mean the Verifiable
Costs incurred by NRG during the applicable month(s).
If, however, the cumulative total of Verifiable Costs for the
period beginning July 1 exceed $ as adjusted annually
by the CPI Adjustment the Verifiable Costs Charge for the
month in which the $ cumulative total is exceeded
shall mean the Verifiable Costs incurred by NRG during the
applicable month, less fifty percent (50%) of the amount by
which the total of Verifiable Costs exceeds $ .
Thereafter, for the remaining months until June 30, the
Verifiable
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Cost Charge shall mean fifty percent (50%) of the applicable
month's Verifiable Costs.
2. CONSTRUCTION; OWNERSHIP; OPERATION; SERVICES.
2.1 In addition to the provisions of Section 2.1 of the Energy
Agreement, Seller, at its cost, shall construct, develop and
establish a Make Up Water System by, without limitation,
purchasing, installing and integrating a reverse osmosis system and
drilling a water well at the High Bridge Plant and installing any
necessary equipment at both the High Bridge Plant and Buyer's
Facility.
2.2 In addition to the provisions of Section 2.2 of the Energy
Agreement, Seller shall, at its cost, obtain all licenses or
permits to construct, develop, establish and operate the Make Up
Water System.
2.3 Section 2.3 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Throughout the Term of this Agreement, Seller shall own,
operate, maintain, repair and adjust the Supply Line and the
Make Up Water System, and shall cause NSP to maintain, adjust
and repair the Generating Equipment.
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Buyer shall own, maintain and repair all Associated Equipment.
Seller shall have the right to enter Buyer's Facility for the
purpose of maintaining and repairing the Supply Line and any
part of the Make Up Water System located there, and to the
extent Buyer does not adequately and timely maintain the
Associated Equipment, enter Buyer's Facility for the purpose
of maintaining and repairing the Associated Equipment
including all modifications, adjustments, replacements and
additions which have heretofore or may hereafter be made to
Buyer's Facility and shall be reimbursed by Buyer for such
maintenance repair, modification, adjustment, replacement and
additions.
2.4 Section 2.4 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Buyer shall not, by reason of this Agreement or the
termination of this Agreement or the payments made pursuant to
this Agreement, acquire title or ownership in or to the
Generating Equipment, the Supply Line or the Make Up Water
System, and Seller shall not
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acquire title or ownership in or to the Associated Equipment.
2.5 Section 2.5 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Any portion of the Supply Line or the Make Up Water
System (except the Associated Equipment) heretofore or
hereafter placed at Buyer's Facility by Seller for the purpose
of furnishing steam or Make Up Water hereunder shall be and
remain the property of Seller, and Buyer shall exercise
reasonable care to protect such portion of the Supply Line or
the Make Up Water System from loss or damage.
2.6 The parties acknowledge that this Second Amendment to the Energy
Agreement will be signed in advance of the required Minnesota
Public Utility Commission approval of a certain Amendment to the
Amended Agreement for the Sale of Thermal Energy between Norenco
Corporation and NSP dated May 17, 1993 (the "NSP Agreement"),
which amendment shall, among other things, extend the term of the
NSP Agreement to December 31, 2008 (such approval hereinafter
referred to as the "Condition Precedent"). The extension of the
Energy Agreement Term through June 30, 2007 is subject to
occurrence of the Condition Precedent. If,
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for any reason, this Condition Precedent does not occur, then
the Term of the Energy Agreement shall run through its
original Term, June 30, 2001.
3. TERM.
3.1 Section 3.1 is hereby deleted and replaced in its entirety with
the following:
This Agreement shall continue through June 30, 2007, subject
to the occurrence of the Condition Precedent contained in
Section 2.6, unless sooner terminated as provided under this
Agreement.
4. QUANTITY.
4.1.13 In addition to the provisions of Sections 4.1.1 through 4.1.12
of the Energy Agreement, in the event an Interruption occurs,
Seller shall advise Buyer whether Seller can repair the
malfunction in a timely and efficient manner to justify a
delay in starting up Buyer's boiler and demineralization
systems.
5. CONDENSATE RETURN.
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5.1 Section 5.1 of the Energy Agreement is deleted in its entirety and
replaced with the following:
During each Contract Year of the Term, Buyer shall deliver to
Seller all of Buyer's Condensate, except for nominal amounts
used by Buyer from time to time, for use in producing Buyer's
steam at the High Bridge Plant. Seller shall provide the water
to initiate steam production and all Make Up Water.
5.3 During each contract year of the Term after the Make Up Water
Commencement Date, Seller shall temper and sewer Condensate.
However, from time to time, to facilitate Condensate return line
maintenance by Seller, Seller may request, and Buyer shall use all
reasonable efforts to comply, that Buyer temper and sewer
Condensate. For any Condensate tempered and sewered by Buyer
hereunder, Seller shall credit Buyer for the BTU content of the
Condensate tempered, measured at Buyer's Metering Station,
reasonable documented costs of tempering and sewering the
Condensate plus fifteen percent (15%) (such costs hereinafter
"Buyer's Condensate Credit").
7. BILLING.
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7.1 Section 7.1 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Seller shall submit a xxxx following the end of each month of the
Term which shall include:
(1) the number of MMBTUs of Useable Steam delivered and the
number of MMBTUs of steam generated at Buyer's Facility with
Alternate Fuels and Condensate returned during the preceding month;
(2) the Net MMBTUs of Steam received by Buyer during the
preceding month;
(3) the amount of the applicable Base Price or the applicable
Adjusted Base Price;
(4) the nature, amount and price of any Alternate Fuel
delivered by Seller during the preceding month;
(5) the Energy Charge;
(6) Interruptions and Down Time (number, length, and
consequence);
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(7) the amount of the Ordinance Fee;
(8) beginning on the Make Up Water Commencement Date,
(a) the Make Up Water Charge;
(b) Verifiable Costs Charge; and
(c) the Buyer's Condensate Credit; and
(9) other charges as applicable.
8. COSTS AND CHARGES.
8.1 Section 8.1 of the Energy Agreement is deleted in its entirety and
replaced with the following:
For each month of the Term, Buyer shall be obligated to pay
Seller an Energy Charge, a Make Up Water Charge, and
Verifiable Cost Charge, based upon the bills received from
Seller according to Section 7.1 above but subject to any third
party audit Buyer may conduct, and Buyer shall pay such other
amounts as are otherwise required pursuant to Article 8 of
this Agreement.
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8.2 Section 8.2 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Buyer shall pay or reimburse Seller for its payment of the
Ordinance Fee related to Useable Steam. Seller shall obtain an
amendment to any applicable ordinance necessary to deliver Useable
Steam throughout the Term. Seller shall bear and pay any and all ad
valorem property taxes and assessments levied on the construction
or ownership of the Supply Line and any and all franchise fees
associated with the delivery of Useable Steam hereunder and shall
cause NSP to pay such taxes and assessments levied on the
Generating Equipment, without reimbursement from Buyer.
8.5.1 Section 8.5.1 of the Energy Agreement is deleted in its entirety
and replaced with the following:
Seller shall pay, without contribution or reimbursement by Buyer,
all Capital Costs exclusive of normal maintenance incurred during
the Term hereof which are necessary to ensure an efficient
utilization of the Supply Line through June 30, 2007, and which are
not the result of Force Majeure
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or are not related to the performance of the Xxxxxxxx/Xxxxxxxx
Bridge Work.
10. INDEMNITY.
10.1 Section 10.1 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Seller shall indemnify, defend and hold Buyer harmless from
and against all costs, liabilities, claims and damages,
whether on account of bodily injury or death, and/or property
damage sustained by any person or thing, including employees
and property of Seller and any other person or entity or his
or its property, which is caused or contributed to by the
design, construction, installation, modification, repair or
use of the Generating Equipment or the Supply Line or the Make
Up Water System or by the escape of steam or Alternate fuel at
any place before it reaches the delivery point at Buyer's
Facility; and Seller shall, at its sole expense, defend any
and all actions based thereon, and pay all reasonable
attorneys' fees, costs and expenses including settlement
arising therefrom. Buyer shall tender to Seller the defense of
any action arising under this Section. However, Seller is not
required to
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defend and indemnify Buyer under the foregoing
provision against:
(1) Claims of injury or damages to Buyer's own personnel,
plant and equipment; or
(2) Claims of injury or damages resulting from an act or
omission of Buyer which was done with a wrongful intent to
cause the injury or damage sustained.
With respect to Section 10.1(1) above, Buyer will provide Seller
with all appropriate waiver of subrogation as to the risks insured
by the insurance policies required in Section 10.3.
11. REPRESENTATIONS.
11.1 Section 11.1 of the Energy Agreement is deleted in its entirety and
replaced with the following:
Seller hereby represents on behalf of itself:
(1) Seller is a corporation duly organized validly existing
and in good standing under the laws of the State of Delaware
and has corporate power and
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authority to execute and deliver this Agreement and to perform
its obligations hereunder.
(2) The execution, delivery, and performance by Seller of this
Agreement have been duly authorized by all necessary corporate
action on the part of Seller, do not contravene any law, or
any government rule, regulation, or order, applicable to
Seller or its properties, or the Articles of Incorporation or
By-Laws of Seller, and do not and will not contravene the
provisions of, or constitute a default under, any indenture,
mortgage, contract, or other instrument to which Seller is a
party or by which it is bound, and this Agreement constitutes
a legal, valid, and binding obligation of Seller enforceable
in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, or similar laws at the
time in effect.
(3) There are no actions, suits, or proceedings pending or to
Seller's knowledge threatened against or affecting Seller
before any court or administrative body or agency which might
materially adversely affect the ability of Seller to perform
its obligations under this Agreement.
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(4) Seller has received an estimate from HDR Engineering that
the construction and installation of the Make Up Water System
shall, after adjusting for inflation, cost approximately $
12. MISCELLANEOUS.
12.3 Section 12.3 of the Energy Agreement in deleted in its entirety and
replaced with the following:
All notices, requests, demands and other communications
required by or necessary to this Agreement shall be in
writing. Notice shall be deemed to have been given when
delivered by hand or deposited in the United States mail,
certified with return receipt requested, postage paid,
addressed to the appropriate party at its respective mailing
address as set forth immediately below:
If to Seller: NRG Energy, Inc.
Suite 700
0000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Vice President
Operations and Engineering
With a copy to: Northern States Power Company
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Senior Vice
President - Power Supply
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If to Buyer: Waldorf Corporation
0000 Xxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Senior Vice
President of Mill Operations
Either party to this Agreement, by notice to other party given
as required above not less than ten (10) days prior to the
effective date of the change, may change its address for the
purpose of all future communications.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first
above-written.
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WALDORF CORPORATION
By /s/ Xxxx X. Xxxxxxxxxxxx
-------------------------------
Its Senior Vice President
Mill Business Group
NRG ENERGY, INC.
By /s/ Xxxxxx X. Will
--------------------------
Its
-------------------------
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Second Amendment Exhibit 1
Labor
Miscellaneous Maintenance Cleaning I&C, etc.
Resin Replacement
Cation
Anion
Reverse Osmosis Membrane Replacement
Reverse Osmosis Membrane Cleaning
Chemical, D.I. Regen
Auxiliary Power - Reverse Osmosis System
Auxiliary Power - Well
Well Maintenance
Sewer Costs - Reject
Sewer Costs Neutralization
Anti-scale and Acid Feed
Water for Demineralization Lay Up Procedure
Salt
Weekly Monitoring for Demineralization System
Nitrogen
Ground Water Fees
City Water Fees
Other Reasonable Miscellaneous Costs
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