**EXHIBIT10.64**

 

EXHIBIT I

 

JUNE 5, 2002, AMENDMENTTO ITEM NO. 10.29

 

(TEXAS GAS 5-YEAR FIRMNO-NOTICE TRANSPORTATION AGREEMENT)

 

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| L0008876  N000415  June 5, 2002 |   | William’s,  Gas Pipeline  Texas Gas, P. O. Box 20008  3800 Frederica St.  Owensboro, KY  270/926-8686 |
|---------------------------------|--------|------------------------------------------------------------------------------------------------------------|

 

Louisville Gas and Electric Company

820 West Broadway

Louisville, KY 40202

 

Gentlemen:

 

Reference is made to theTransportation Agreement (Agreement) dated November 1, 1993, as amended,between Texas Gas Transmission Corporation (Texas Gas) and Louisville Gas andElectric Company (LG&E) providing for the transportation of natural gas byTexas Gas for LG&E.

 

Accordingly, Texas Gas andLG&E hereby desire to amend the Agreement (originally referred to as the5-year agreement) between them as follows:

 

A.            ARTICLE V, Section 5.1, Term of Agreement, shallbe deleted in its entirety and replaced with the following:

 

5.1           This Agreement shall become effective upon its executionand remain in full force and effect with a primary term beginning November 1,1993, (with the rates and charges described in Article VIII becoming effectiveon that date) and extending through October 31, 2008.  At the end of such primary term, or any subsequent roll-overterm, this Agreement shall automatically be extended for an additionalroll-over term of five (5) years, unless Customer terminates this Agreement atthe end of such primary term or roll-over term by giving Texas Gas at least 365days advance written notice prior to the expiration of the primary term of anysubsequent roll-over term.

 

This amendment shall becomeeffective upon its execution and shall remain in force for a term to coincidewith the term of the Agreement.

 

The operation of theprovisions of this amendment shall be subject to all applicable governmentalstatutes and all applicable and lawful orders, rules, and regulations.

 

Except as herein amended,the Agreement between the parties hereto shall remain in full force and effect.

 

If the foregoing is inaccordance with your understanding of our Agreement, please execute both copiesand return to us.  We will, in turn,execute them and return one copy for your records.

 
|                                                 |                                | Very truly yours,               |
|------------------------------------------------------|-------------------------------------|---------------------------------|
|                                                 |                                |                            |   |
| LOUISVILLE GAS AND  ELECTRIC COMPANY                 | TEXAS GAS TRANSMISSION  CORPORATION |
|                                                 |                                |                            |   |
| By:                                                  | /s/ Chris Hermann                   |                            | By: | /s/ Kathy F. Kirk |   |
|                                                 |                                |                            |   |
| Title:  Senior VP-Distribution Operations       | ATTEST:                             | /s/ Sherry L. Rice, Asst.  Sec. |   |
|                                                 |                                |                            |   |
|                                                 |                                |                            |   |
| AGREED TO AND ACCEPTED this 15th day of  July, 2002. |                                |                            |
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