Exhibit (10)(i)80)
THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT II TO THE AGREEMENT
FOR THE SALE AND PURCHASE OF COAL
THIS AMENDMENT ("AMENDMENT"), dated as of November 1, 1998 TO THAT
AGREEMENT ("AGREEMENT") FOR THE SALE AND PURCHASE OF COAL made and entered into
as of the 1st day of December 1996 and as AMENDED ("AMENDMENT I") ON November 1,
1997 by and between CENTRAL XXXXXX GAS & ELECTRIC CORPORATION, (herein-after
referred to as "BUYER") and INTER-AMERICAN COAL N.V., (hereinafter referred to
as "PRODUCER") and INTER-AMERICAN COAL, INC., (hereinafter referred to as "SALES
AGENT"). PRODUCER and SALES AGENT are hereinafter collectively referred to as
"SELLER".
WITNESSETH:
WHEREAS, Article VI of Amendment I of the AGREEMENT provides that
beginning July 1, 1998, BUYER and SELLER shall commence good faith negotiations
with respect to the price of coal for the next Contract Year; and
WHEREAS, notice was duly given and BUYER and SELLER
entered into good faith negotiations; and
WHEREAS, after completion of good faith negotiations, BUYER and
SELLER desire to amend the AGREEMENT to provide for the
pricing of coal and certain other AGREEMENT provisions;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties hereto agree as follows:
ARTICLE II (TERM OF AGREEMENT), ARTICLE IV (SPECIFICATION & QUALITY
& WEIGHT), ARTICLE VI (BASE PRICE) and ARTICLE VII (ADJUSTMENT IN PRICE FOR
QUALITY) of AMENDMENT I of the AGREEMENT shall be respectively amended in their
entirety and ARTICLE III (DELIVERIES) of the AGREEMENT shall be amended as
indicated, all to read as follows:
ARTICLE II
TERM OF AGREEMENT
The Term of this AGREEMENT shall be for the period commencing
January 1, 1997 and continuing until midnight, December 31, 2001, unless sooner
terminated as provided for herein. This AGREEMENT shall terminate automatically,
without further obligation or liability to either party, except for payments for
coal delivered, at the end of the Term.
In recognition of the pending Auction of the Danskammer
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Generating Station, and to provide the new ownership with maximum flexibility,
Seller agrees to forgo deliveries under this AGREEMENT in Contract Year 2001
upon six months advance notice from the New Owners.
ARTICLE III
DELIVERIES
Section 1. Quantities/Delivery Schedule: Except for as provided for
below, the quantity of coal sold and purchased hereunder shall be a Firm tonnage
of 300,000 Metric Tons (+ or - 10%) per year. In addition, there will be up to
60,000 Metric Tons (+ or - 10%) per year called Incremental Tonnage which will
be sold and purchased hereunder provided that the delivered cost per million
Btu's of oil, natural gas or spot coal usable at Buyer's Danskammer Plant or the
equivalent price of replacement electric energy exceeds the applicable Base
Price of coal in delivered cost per million Btu's at appropriately applied heat
rates.
The Sales Agent/Seller will assume that one Vessel per month of a nominal
30,000 Metric Tons (+ or - 10%) will be shipped under this Agreement. The third
Vessel in the first and fourth quarter will deliver Incremental Tonnage provided
(1)
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Buyer requires the tonnage and (2) Buyer and Seller have agreed on the price for
said tonnage as per the notification procedure described herein.
On or before the the first day of the Notice Month, Buyer will
provide to Seller the fifteen (15) day delivery window for each Vessel for the
following quarter as well as a notice of the Incremental Price for the third
Vessel to be shipped if the schedule is for the first or the fourth quarter. The
Seller is obligated to deliver Incremental Tonnage quoted at the Base Price . On
the first working day of each month of the quarter or fifteen (15) days prior to
each Vessel's ETA, whichever is sooner, the lay days will be reduced to a ten
(10) day window and fifteen (15) days prior to ETA the lay days will be reduced
to a seven (7) day window. Vessel's ETA will be narrowed by the Vessel owner.
Seller will provide notice to the Buyer on or before the fifteenth
day of the Notice Month as to whether Incremental Tonnage will be shipped at the
quoted price. If the Seller accepts the quoted price, the coal will be shipped
as scheduled, with the Incremental tonnage at the quoted price and the Firm
tonnage at the Base Price. The Seller reserves the right to re- offer any
unshipped Incremental Tonnage to the Buyer at another time in the ensuing twelve
(12) months (commencing with the
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CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
quarter during which the unshipped Incremental Tonnage would otherwise have been
shipped) at the Base Price. In each such instance, Buyer will then have the
option to accept that Incremental Tonnage or permanently cancel that Incremental
Tonnage.
Section 3. Delivery Schedule Limitations: All Firm Tonnage in a
quarter will be delivered before any Incremental Tonnage is delivered. Both Firm
and Incremental Tonnage can be delivered during the same quarter, but Seller
will not be obligated to deliver more than three (3) 30,000 Metric Ton shipments
of coal during any one quarter, unless otherwise mutually agreed. There will be
a minimum of fifteen (15) calendar days between shipment releases from the Load
Port unless otherwise mutually agreed.
Section 9.1 Vessel Failure to Discharge at Minimum Rate: Should
Seller's Vessel fail to offload cargo at a minimum rate of X,XXX Metric Tons per
hour, Buyer shall receive a reduction of U.S. $ .XX per NT for each NT so
delivered by said Vessel. This reduction is over and above any allowances
previously provided herein.
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CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
ARTICLE IV
SPECIFICATION & QUALITY & WEIGHT
Section 1. Origin: The coal shall be from the
Producer's operations as per the component blends indicated and
meet the specifications as per Attachment I:
Blend A Blend B Blend C
Santander 70% 100% 50%
Mina Norte 0% 0% 30%
Tachira 30% 0% 20%
If the coal blend of the shipment is within a X% deadband per
component (ie: for a XX% component blend the deadband would be XX.X% to XX.X%
inclusive) there will be no adjustment to the Base Price or the accepted
Incremental Price. The Base Price and the accepted Incremental Price will not be
increased unless Central Xxxxxx requests a change to the desired blend of the
delivery which, on actual loading, falls outside the above ranges. The X%
deadband methodology shall also be used if a replacement blend is requested. If
the coal blend is outside of the X% deadband the Base Price will be adjusted to
the actual weighted blend using the rates as per Attachment III. The Incremental
Price will be adjusted by; (1)adjust the Base Price,(2) reduce the result by the
differential per NT between the Base Price and the accepted Incremental Price.
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CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
ARTICLE VI
BASE PRICE
Section 1. The Base Price for coal shipped under the terms of this
Agreement will be $XX.XX DES per NT for Blend A , $ XX.XX per NT for Blend B and
$ XX.XX per NT for Blend C for the Contract Year 1999. Buyer has requested and
Seller has agreed to ship Blends A & B in contract year 1999 however Seller
reserves the option to ship Blend C in the event that coal stocks or vessel
availability make Blends A & B untenable.
Section 2. On or before July 1, 1999, Buyer and Seller will enter
into negotiations to fix the Base Price for coal delivered hereunder for the
ensuing year. This Agreement will terminate on December 31, 1999, if
negotiations for the following year have not been completed by October 1.
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CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
ARTICLE VII
ADJUSTMENT IN PRICE FOR QUALITY
Section 3. Adjustment for Ash Value: The Price to be paid to Seller
by Buyer is based upon coal with an ash content (Ash Value) of XXXXX percent
(X%) by weight of the "as received" analysis of the coal. If the Ash Value is
between X.X% and X.X%, there will be no adjustment for Ash Value. If the Ash
Value is less than X.X%, then a premium of $.XXX per net ton shall be paid to
Seller for each .X% Ash Value variation below X.X%. If the Ash Value is greater
than X.X%, then a penalty of $X.XXX per net ton shall be deducted from the Price
for each .X% Ash Value variation in excess of X.X%.
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IN WITNESS WHEREOF, each party hereto has caused this AGREEMENT to
be executed in its behalf by its proper officer thereunder duly authorized, all
as of the day and year first above written.
BUYER: CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
BY: /s/ Xxxxx X. Page
______________________
Xxxxx X. Page
Executive Vice President
Energy Resources and Development
PRODUCER: INTER-AMERICAN COAL N.V.
BY: /s/ Xxxxxx X. X. van den Xxxx
_______________________________________________
Xxxxxx X. X. van den Xxxx
ITS: President and Chief Executive Officer
SALES AGENT: INTER-AMERICAN COAL, INC.
BY: /s/ Xxxxxx X. X. van den Xxxx
_______________________________________________
Xxxxxx X. X. van den Xxxx
ITS: President
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Attachment III
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
Base Price/Blend:
Component $/MMBtu Min % Max %
--------- ------- ----- -----
Mina Norte $X.XX 0 30
Norte de Santander $X.XXX 50 100
Tachira $X.XXX 0 30
Weighted Prices per short ton determined using the above $/MMBtu and the
guaranteed contract Btu/Lb.
