CONTRACT #00-000-000
XXXXXXX COUNTY COAL, LLC
AMENDMENT NO. 1
EXHIBIT 10.104
AMENDMENT NO. 1 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT
("Amendment No. 1") is entered into effective as of January 1, 2000, by and
between LOUISVILLE GAS AND ELECTRIC COMPANY (hereinafter referred to as
"BUYER"), whose address is 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and
XXXXXXX COUNTY COAL, LLC, a Delaware limited liability company and XXXXXXX
COUNTY COAL, LLC, a Delaware limited liability company (successor to XXXXXXX
COUNTY COAL CORPORATION, a Kentucky corporation), both having an address of 0000
Xxxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000-0000, (the foregoing companies
hereinafter referred to as "SELLER"). In consideration of the agreements herein
contained, the parties hereto agree as follows.
1.0 AMENDMENTS
The Amended and Restated Agreement heretofore entered into by the
parties, dated effective April 1, 1998, and identified by the Contract Number
set forth above, (hereinafter referred to as "Agreement") is hereby amended as
follows:
2.0 TERM
2.1 Section 2.0 TERM, is hereby modified to read as follows:
"The Term of this Agreement shall continue through December
31, 2001."
3.0 QUANTITY
3.1 Section 3.0 QUANTITY, is deleted and replace with the following:
"During the Term, Seller shall deliver and Buyer shall
purchase and accept delivery of the following quantities of
coal.
YEAR BASE QUANTITY (TONS)
---- --------------------
December 1999 60,000 *
2000 1,250,000
2001 1,250,000
CONTRACT #00-000-000
XXXXXXX COUNTY COAL, LLC
AMENDMENT NO. 1
* The additional 60,000 tons in December 1999 are in addition to the
base quantity of 1,500,000 tons for 1999 and are priced as set forth in
Section 8.1.
Such coal shall be delivered ratably throughout the Term in accordance
with reasonable delivery schedules to be mutually agreed by Buyer and
Seller."
3.2 Section 3.1 OPTION TO INCREASE OR DECREASE QUANTITY is added
and reads as follows:
"Buyer shall have the right to increase or decrease the Base
Quantity to be delivered hereunder by up to 31,250 tons per
calendar quarter (three months), for example, if Buyer
increases the quantity by 31,250 tons each quarter during a
calendar year, the net increase will be 125,000 tons. Buyer
shall exercise such option by giving Seller such notice
stating Buyer's exercise of the option and specifying the
increase or decrease in tonnage, no later than thirty days
prior to the first day of the quarter in which the increased
or decreased tonnage will be delivered."
4.0 SOURCE
4.1 Section 4.1 SOURCE is hereby deleted and replaced with the
following:
"The coal sold hereunder shall be supplied from any one of the
geological seams Western Kentucky #11, #12, and #9 (surface
and underground), of any one of the Seller's Xxxxxxx County
Mines, and/or from Seller's Xxxxxxx County Coal, LLC Dotiki
Mine Complex, (all of the foregoing sources herein after
referred to as the "Coal Property")."
5.0 DELIVERY
5.1 Section 5.1 BUYER'S OPTION is hereby deleted and replaced with
the following:
"The Delivery Points shall be designated as follows: For the
Xxxxxxx County mines, the coal shall be delivered F.O.B.
railcar at the Xxxxxxx County rail loading facility near
Madisonville, Kentucky on the Paducah and Louisville Railroad
(the "Delivery Point"). For mines in the Dotiki Mine Complex,
the coal shall be delivered F.O.B. railcar at the Dotiki rail
loading facility near Madisonville, Kentucky on the CSXT
Railroad which is accessible by the Paducah and Louisville
Railroad (the "Delivery Point"). Seller may deliver the coal
at a location different from the Delivery Points, 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 shared by Buyer and Seller.
Buyer may request to change the Delivery Point to either
F.O.B. truck or F.O.B. barge. Upon Buyer's
CONTRACT #00-000-000
XXXXXXX COUNTY COAL, LLC
AMENDMENT NO. 1
notification to Seller of its desire to change the Delivery
Point, Buyer and Seller shall mutually agree in writing upon
the change(s) and the time frame wherein such change will take
place."
5.2 Section 5.3 DELIVERY TO SEBREE DOCK is deleted in its
entirety.
6.0 QUALITY
6.1 Section 6 QUALITY is amended as follows:
"Seller has the option to supply coal of two different
qualities, noted as Quality #1 and Quality #2. Seller shall
exercise such option by giving Buyer such notice stating
Seller's intent to supply coal of Quality #1 or Quality #2, no
later than the fifteenth of the month, prior to the first day
of the calendar month during which that particular coal
Quality will be delivered. After Seller gives notice of the
particular quality to be delivered for a given calendar month,
Seller must supply coal of that quality for the entire
calendar month. Seller shall not supply coals of Quality #1
and Quality #2 during the same calendar month.
The following specifications are amended:
QUALITY #1
All specifications are the same as specified in Section 6.1 of
the Amended and Restated Coal Supply Agreement for coal to be
delivered during the Secondary Term.
QUALITY #2
Guaranteed Monthly Rejection Limits
Specifications Weighted Average (Per Shipment)
-------------- ------------------ -----------------
BTU/LB. Min. 11,200 less than 10,900
ASH (lbs/Mmbtu) Max. 12.00 greater than 13.00
All other specifications are the same as specified in Section
6.1 of the Amended and Restated Coal Supply Agreement for coal
to be delivered during the Secondary Term.
6.2 Section 6.4 SUSPENSION AND TERMINATION is deleted and replaced
with the following:
CONTRACT #00-000-000
XXXXXXX COUNTY COAL, LLC
AMENDMENT NO. 1
"If the coal sold hereunder fails to meet one or more of the
Guaranteed Monthly Weighted Averages set forth in ss.6.1 for
any two months during any twelve month rolling period during
thE term of this Agreement, or if two (2) truck shipments or
three (3) barge shipments in a seven-day period are rejectable
by Buyer, or if Buyer receives at its generating station two
(2) rail shipments which are rejectable in any ten-day period,
Buyer may, upon notice confirmed in writing and sent to Seller
by certified mail, terminate this Agreement and exercise all
its other rights and remedies under applicable law and in
equity for Seller's breach."
7.0 PRICE
7.1 Section 8.1 BASE PRICE is deleted and replaced with the
following:
"The base price ("Base Price") of the coal to be sold
hereunder will be firm and in accordance with the following
schedule:
QUALITY #1 - XXXXXXX COUNTY MINE
BASE PRICE
----------
YEAR $ PER MMBTU $ PER TON @ 11,400BTU
---- ----------- ---------------------
2000 $0.8224 $18.75
2001 $0.8224 $18.75
QUALITY #2 - XXXXXXX COUNTY MINE
BASE PRICE
----------
YEAR $ PER MMBTU $ PER TON @ 11,200 BTU
---- ----------- ----------------------
2000 $0.8100 $18.14
2001 $0.8100 $18.14
QUALITY #1 - DOTIKI MINE
BASE PRICE
----------
YEAR $ PER MMBTU $ PER TON @ 11,400BTU
----- ------------------ ---------------------
2000 $0.7952 $18.13
2001 $0.7952 $18.13
CONTRACT #00-000-000
XXXXXXX COUNTY COAL, LLC
AMENDMENT NO. 1
QUALITY #2 - DOTIKI MINE
BASE PRICE
----------
YEAR $ PER MMBTU $ PER TON @ 11,200 BTU
---- ----------- ----------------------
2000 $0.7821 $17.52
2001 $0.7821 $17.52
7.2 Section 8.2 QUALITY PRICE DISCOUNTS, paragraph (b) is deleted
and replaced with the following:
"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 be calculated on the basis of the difference between the
actual Weighted Average and the Guaranteed Monthly Weighted
Average pursuant to the methodology shown in Exhibit A of the
Agreement.
The Guaranteed Monthly Weighted Average and Discount Points
shall be calculated as follows:
QUALITY #1
Guaranteed Monthly
Weighted Average Discount Point
---------------- --------------
BTU/Lb. Min. 11,400 11,250
LB/MMBTU
SULFUR Max. 3.125 3.325
ASH Max. 11.75 12.50
MOISTURE Max. 11.50 13.00
QUALITY #2
Guaranteed Monthly
Weighted Average Discount Point
---------------- --------------
BTU/Lb. Min. 11,200 11,050
LB/MMBTU
CONTRACT #00-000-000
XXXXXXX COUNTY COAL, LLC
AMENDMENT NO. 1
SULFUR Max. 3.125 3.325
ASH Max. 12.00 12.75
MOISTURE Max. 11.50 13.00
For example, if the Monthly Weighted Average of ash for
Quality #1 equals 13.5 lb/MMBtu, then the applicable discount
would be (13.5 lb - 11.75 lb.) X $0.0083/lb./MMBtu =
$0.01453/MMBtu.
7.3 Section 8.3 PRICE, TERMS AND CONDITIONS REVIEW is deleted in
its entirety.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 on the day and year below written, but effective as of the day and year first
set forth above.
XXXXXXX COUNTY COAL, LLC. LOUISVILLE GAS AND ELECTRIC COMPANY
BY: /SIGNED/ BY: /SIGNED/
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TITLE: TITLE:
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DATE: DATE:
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XXXXXXX COUNTY COAL, LLC
BY: /SIGNED/
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TITLE:
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DATE:
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