**Exhibit 10.45**

 

#### **AMENDMENTNO. 1 TO BARGE TRANSPORTATION AGREEMENT**

 

**THISAMENDMENT NO. 1 TO BARGE TRANSPORTATION AGREEMENT**(“Amendment No. 1”) is entered intoeffective as of January 1, 2005, by and between LOUISVILLE GAS AND ELECTRICCOMPANY (LG&E) and KENTUCKY UTILITIES COMPANY (KU), both Kentuckycorporations, whose addresses are 220 West Main Street, Louisville, Kentucky40202 (collectively “Buyer”), and CROUNSE CORPORATION, a Kentucky corporation, whoseaddress is 2626 Broadway, Paducah, Kentucky 42002-8109 (“Carrier”).

 

**A.****                                   ****AMENDMENTS**

 

The Agreement heretoforeentered into by the parties, dated effective January 1, 2002 and identified bythe Contract Numbers set forth above is hereby amended as follows, the January 1,2002 Agreement, as amended by Amendment No. 1, is hereafter referred to as the “Agreement”:

 

**B****                                      ****TERM**

 

B.1                               Section 2.0 **Term**,is deleted in its entirety and replaced with the following:

 

**2.0 Term****.**The term of this Agreement (the “Term”) shall commenceon January 1, 2002 for Louisville Gas and Electric Company and July 1, 2002 forKentucky Utilities Company and shall continue through December 31, 2013 subjectto the following. The rates and other terms and conditions set forth in thisAgreement are subject to review for any reasons, at the request of eitherparty, for revisions to become effective on January 1, 2010. Either party mayrequest such a review by giving the other party written notice of such requestby June 1, 2009. The parties shall then use their best efforts to negotiate ingood faith an agreement on new rates and/or other terms and conditions betweenJune 1, 2009 and October 31, 2009. If the parties do not reach an agreement onnew rates and/or other terms and conditions by November 1, 2009, then thisAgreement will terminate as of December 31, 2009 without liability due to suchtermination for either party. This clause shall not be interpreted as a Rightof First Refusal or exclusive supply agreement or an “Agreement to Agree”.

 

**C.**                                    **CARGO**

 

C.1                               Section 3.0, **Cargo**,is modified by adding the following two paragraphs at the section end:

 

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Prior to October31 of each contract year, Buyer shall provide Carrier with an estimate of thetons to be shipped each month of the next calendar year, including origins anddestinations. Prior to each month, Buyer shall notify Carrier of revisions inthe tonnage estimates, origins, and/or destinations. In addition, no later thanclose of business on Thursday of each week, Buyer shall provide Carrier aweekly schedule of anticipated barge loadings for the following week.

 

Buyer shall makereasonable efforts to unload barges so as to provide regular cycling of Carrier’sbarges. Carrier will not be obligated to place barges for loading which can notbe unloaded at the destination within a reasonable period of time. In addition,Carrier may withhold placing barges for loading at origins that are notprepared to load them within a reasonable period of time.

 

**D****                                      ****DELIVERY**

 

D.**1**                             Section 4.0 **Delivery,**paragraph (a) is modified by adding the following paragraph at the end of the section:

 

Cargo shall beloaded into barges at the required draft levels specified by Carrier. Buyer atBuyer’s own expense shall have the Cargo unloaded out of the barges with duediligence and dispatch and otherwise comply with the reasonable requirements ofCarrier’s barging operation. This shall include ensuring that the depths ofBuyer’s harbors are sufficient to accommodate Carrier’s fully loaded barges. Afterunloading and release of Carrier’s barges, any Cargo remaining in Carrier’s bargesshall be considered abandoned.

 

D.2                              Section 4.0 **Delivery**,paragraphs (b) and (c) are deleted in their entirety and replaced with thefollowing:

 

4.0 (b)  At Mill Creek, Ghent,Trimble County limestone, Trimble County coal (using the plant harbor fleetingservice) and Jefferson County Riverport, Carrier shall properly and securelymoor the loaded barges at the unloading dock and notify the appropriateperson(s) that such mooring has been completed in accordance with theprovisions set forth in Appendix A, which is attached hereto.

 

4.0 (c) At Cane Run and Trimble County coal (using stand by unloading),the Carrier shall notify the appropriate person(s) of incoming barges at leastsix (6) hours prior to the arrival of each tow, in accordance with the provisionsset forth in Appendix A. Carrier shall provide the designated plant personnelwith periodic updates of the expected day of all tow arrivals. Carrier’s coaltows shall be unloaded on a stand-by basis, upon arrival, with Carrier beingresponsible for all placement, shifting and decking services at the plant. Buyershall provide adequate shore-side personnel and equipment (including theshuttle barge) for the operation of the unloading system. The coal bargesgenerally will be standby unloaded as follows: The Carrier shall provide a

 

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boat and all deck-hands and tying services and shall shuttle the coalbarges to and away from the barge unloader; and shall leave with all empty coalbarges. Carrier’s services shall be provided in accordance with the provisionsset forth in Appendix A, which is attached hereto. After the barges areunloaded, Buyer shall notify Carrier that such unloading has occurred andcarrier shall remove the unloaded barges promptly. Buyer shall operate theunloader. In the event Buyer claims that force majeure conditions prevent theunloading of a tow, then the Buyer shall have the option of: (1) re-consigningthe tow to another of the Buyer’s plants, (2) having Carrier properly andsecurely moor the coal barges at the unloading dock and notifying theappropriate person(s) that such mooring has been completed and Buyer hiring aharbor boat to provide fleet security for the loaded tow, or (3) requestingCarrier remain at the plant with the tow and compensating Carrier at theapplicable hourly rate of $277 per hour, subject to the same adjustments setforth in subsection 7(b).

 

**E****                                        ****RATES**

 

**E**.1                                Section 7.0 **Rates** is deleted and replaced withthe following:

 

(a) Subject to the adjustments set forth in subsections 7(b) and 7(c)hereof, Buyer shall pay to Carrier the following rates per ton:

 

### **CARGO – COAL**

### ** **

| **DESTINATION  CODE:** | **MC –  Mill Creek** | **CR –  Cane Run**                   | **TC –  Trimble County** |
|------------------------|---------------------------|-------------------------------------------|-------------------------------|
|                   | **GH –  Ghent**      | **RP –  Jefferson County Riverport** |

 
| **LOADING POINTS** | ** ** | **DESTINATIONS**   | ** ** |
|--------------------|------------|--------------------|------------|
| ** **         | ** ** | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | **Stand-By** | ** ** | **Fleeting** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **River**          | ** ** | **Mile  Point**    | ** ** | **MC** | ** ** | **CR** | ** ** | **TC** | ** ** | **TC** | ** ** | **GH** | ** ** | **RP** | ** ** |
| Monongahela        |       | 85 – 102      |       | 8.273 |   | 8.397 |   | 8.064 |   | 7.874 |   | 7.756 |   | 8.926 |   |
|               |       |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Monongahela        |       | 61.2 – 84.9   |       | 7.460 |   | 7.584 |   | 7.251 |   | 7.061 |   | 6.944 |   | 8.113 |   |
|               |       |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Monongahela        |       | 23.8 – 61.1   |       | 6.611 |   | 6.735 |   | 6.402 |   | 6.212 |   | 6.094 |   | 7.263 |   |
|               |       |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Monongahela        |       | Below 23.7         |       | 5.761 |   | 5.884 |   | 5.553 |   | 5.363 |   | 5.245 |   | 6.414 |   |
|               |       |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio               |       | 0 – 84.2      |       | 4.458 |   | 4.580 |   | 4.247 |   | 4.057 |   | 3.940 |   | 5.108 |   |
|               |       |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio               |       | 84.3 – 126.5  |       | 3.964 |   | 4.087 |   | 3.755 |   | 3.565 |   | 3.447 |   | 4.617 |   |
|               |       |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio               |       | 126.6 – 237.5 |       | 3.742 |   | 3.866 |   | 3.534 |   | 3.344 |   | 3.226 |   | 4.395 |   |

 
| ** ** | ** ** | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | **Stand-By** | ** ** | **Fleeting** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------|------------|--------------------|------------|------------|------------|------------|------------|--------------|------------|--------------|------------|------------|------------|------------|------------|
| **River**  | ** ** | **Mile  Point**    | ** ** | **MC**     | ** ** | **CR**     | ** ** | **TC**       | ** ** | **TC**       | ** ** | **GH**     | ** ** | **RP**     | ** ** |
| Ohio       |       | 237.6 – 279.3 |       | 3.287      |       | 3.410      |       | 3.079        |       | 2.889        |       | 2.771      |       | 3.940      |       |
|       |       |               |       |       |       |       |       |         |       |         |       |       |       |       |       |
| Ohio       |       | 279.4 – 305.6 |       | 2.800      |       | 2.734      |       | 2.400        |       | 2.210        |       | 2.300      |       | 3.263      |       |
|       |       |               |       |       |       |       |       |         |       |         |       |       |       |       |       |
| Ohio       |       | 305.7 – 317   |       | 2.650      |       | 2.611      |       | 2.277        |       | 2.087        |       | 2.100      |       | 3.139      |       |

 

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| Ohio        |   | 317.1 – 360         |   | 2.550  |   | 2.548  |   | 2.216  |   | 2.026  |   | 2.000  |   | 3.079  |   |
|-------------|--------|--------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | TTI 405.9                |   | 2.106  |   | 2.229  |   | 1.895  |   | 1.705  |   | 1.588  |   | 2.757  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 470 – 531.5         |   | 1.970  |   | 2.092  |   | 1.761  |   | 1.571  |   | 1.453  |   | 2.622  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 535.2 – 620         |   | 1.292  |   | 1.416  |   | 1.539  |   | 1.349  |   | 1.650  |   | 1.945  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 620.1 – 720         |   | 1.465  |   | 1.588  |   | 1.895  |   | 1.705  |   | 2.007  |   | 2.118  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 721 – 776.1         |   | 1.895  |   | 2.019  |   | 2.326  |   | 2.136  |   | 2.437  |   | 2.548  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | Evansville 784.1         |   | 2.007  |   | 2.216  |   | 2.426  |   | 2.236  |   | 2.537  |   | 2.745  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 785 – 846           |   | 2.437  |   | 2.684  |   | 2.868  |   | 2.678  |   | 2.979  |   | 3.213  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | Mt. Vernon NO  S&F   |   | 2.437  |   | 2.684  |   | 2.868  |   | 2.678  |   | 2.979  |   | 3.213  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | Mt. Vernon With  S&F |   | 2.908  |   | 3.155  |   | 3.339  |   | 3.149  |   | 3.450  |   | 3.684  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 851.8                    |   | 2.622  |   | 2.745  |   | 3.053  |   | 2.863  |   | 3.164  |   | 3.275  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 853 – 918.5         |   | 2.659  |   | 2.893  |   | 3.079  |   | 2.889  |   | 3.176  |   | 3.423  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Ohio        |   | 918.6 – 962         |   | 2.831  |   | 2.955  |   | 3.263  |   | 3.073  |   | 3.373  |   | 3.484  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Big Sandy   |   | All Origins              |   | 2.800  |   | 2.794  |   | 2.463  |   | 2.273  |   | 2.250  |   | 3.324  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Kanawha     |   | Above 82.8               |   | 4.826  |   | 4.949  |   | 4.617  |   | 4.427  |   | 4.309  |   | 5.479  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Kanawha     |   | 67.7 – 82.7         |   | 4.641  |   | 4.764  |   | 4.432  |   | 4.242  |   | 4.124  |   | 5.294  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Kanawha     |   | Below 67.6               |   | 4.481  |   | 4.604  |   | 4.272  |   | 4.082  |   | 3.964  |   | 5.134  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Green       |   | Above 63.1               |   | 3.102  |   | 3.361  |   | 3.521  |   | 3.331  |   | 3.632  |   | 3.890  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Green       |   | 0 – 63.0            |   | 2.363  |   | 2.585  |   | 2.782  |   | 2.592  |   | 2.893  |   | 3.115  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Tennessee   |   | 0 – 25              |   | 2.893  |   | 3.016  |   | 3.324  |   | 3.134  |   | 3.435  |   | 3.545  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Upper Miss. |   | 98.5                     |   | 4.912  |   | 5.034  |   | 5.342  |   | 5.152  |   | 5.453  |   | 5.564  |   |
|        |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Upper Miss. |   | 125                      |   | 7.750  |   | 7.800  |   | 8.100  |   | 7.910  |   | 8.300  |   | 8.300  |   |

 
| ** **  | ** ** | ** **      | ** ** | ** ** | ** ** | ** ** | ** ** | **Stand-By** | ** ** | **Fleeting** | ** ** | ** ** | ** ** | ** ** | ** ** |
|-------------|------------|-----------------|------------|------------|------------|------------|------------|--------------|------------|--------------|------------|------------|------------|------------|------------|
| **River**   | ** ** | **Mile  Point** | ** ** | **MC**     | ** ** | **CR**     | ** ** | **TC**       | ** ** | **TC**       | ** ** | **GH**     | ** ** | **RP**     | ** ** |
| Upper Miss. |       | 161 – 185  |       | 7.850      |       | 7.900      |       | 8.200        |       | 8.010        |       | 8.400      |       | 8.400      |       |
|        |       |            |       |       |       |       |       |         |       |         |       |       |       |       |       |
| Lower Miss. |       | Mobile Bay      |       | 15.95      |       | 16.00      |       | 16.30        |       | 16.11        |       | 16.50      |       | 16.50      |       |
|        |       |            |       |       |       |       |       |         |       |         |       |       |       |       |       |
| Lower Miss. |       | 55.3 – 57  |       | 9.061      |       | 9.184      |       | 9.492        |       | 9.302        |       | 9.603      |       | 9.714      |       |

 

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**CARGO - LIMESTONE**

 
| ** **                        | ** ** | **DESTINATION** | ** ** |
|-----------------------------------|------------|-----------------|------------|
| **LOAD POINTS**                   | ** ** | **Mill Creek**  | ** ** | **Trimble Co.** | ** ** | **Ghent** | ** ** |
| Cape Sandy (MP 674 Ohio River)    |       | $               | 1.00       |   | $ | 1.30 |   | $ | 1.50 |   |
|                              |       |            |       |   |   |   |   |
| New Amsterdam (MP 653 Ohio River) |       | $               | 1.00       |   | $ | 1.30 |   | $ | 1.50 |   |

 

###### **DEMURRAGE**

###### ** **

| Plant Harbor Service Fleeting (MC, JR, TC, &  GH |   | $184.67/demurrage debit |
|------------------------------------------------------|--------|-------------------------|
| Stand By Unloading (TC & CR)                     |   | $277/demurrage debit    |

 

Rates do not include switching and fleeting chargesat destinations (except Jefferson Riverport) or origins (except as noted abovefrom Mt. Vernon). Carrier shall not be responsible for such charges. In theevent the harbor service charges at Jefferson Riverport are increased ordecreased, the Carrier may increase or decrease its rates accordingly. Ratesfrom loading points not listed above will be negotiated as required and shallbe reasonably related to those set forth above, taking into account differencesin distance, operating conditions and loading conditions. If Buyer and Carriercannot agree on a rate from a particular loading point, then Buyer shall havethe right to hire another carrier to transport Cargo from such loading point. Suchtons transported by another carrier shall not be subject to the limitations setforth in Section 3a through 3d.

 

b) The rates set forth in subsection 7(a) asadjusted per this section shall apply to Cargo loaded commencing January 1, 2005and shall be adjusted each quarter thereafter as follows:

(1) Ten percent (10%) of the base rate shall remainfixed for the Term of this Agreement.

(2) Sixty percent (60%) of the base rate(hereinafter the “60% component”) shall change in proportion to changes in thefirst published PPI Industrial Commodities Index Less Fuels and RelatedProducts and Power found in Table 8 of the Producer Price Indexes, publishedmonthly by the U.S. Department of Labor, Bureau of Labor Statistics(hereinafter the “PPI”). The change in this component shall be calculated bymultiplying a fraction, the denominator of which shall be the average PPI for June,July, and August, 2004 (the average base index first published for the periodis 151.8), and the numerator of which shall be the average PPI for thethree-month period ending November 30, February 28, May 31, or August 31(hereinafter the “calculation period”) times the initial sixty percent (60%)component. The effective date of the changes in this component shall be January1, April 1, July 1, or October 1 as the case may be, for the remainder of theTerm of this Agreement, commencing April 1, 2005.

(3) Twenty-five percent (25%) of the base rate(hereinafter the “25% Component”) shall change in proportion to changes in theaverage of (a) the posted price of #2 diesel fuel at Catlettsburg, Kentucky and(b) the Ohio Valley Marine Service posted price at the mouth of the Green River(together, the “Diesel Posted Prices”). The change in the 25% Component shallbe calculated by multiplying a fraction, the denominator of which shall be theaverage Diesel

 

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Posted Prices on the first (1st) day ofeach of the months of June, July, and August 2004 (the average base DieselPosted Prices for the period is 116.1 cents per gallon), and the numerator ofwhich shall be the average Diesel Posted Prices on the first (1st)day of each of the months for the three (3) month periods beginning September,December, March and June (hereinafter the “Calculation Period”) times theinitial 25% Component. The effective date of the changes in this componentshall be the first day of the calendar quarter following the end of theCalculation Period (January 1, April 1, July 1, or October 1, as the case maybe), for the remainder of the Term of this Agreement, beginning April 1, 2005.

(4) Five percent (5%) of the base rate (the “5%Component”) represents federal taxes: the Inland Waterway Fuel Tax, DeficitReduction Tax, and Leaking Underground Storage Tank Tax (collectively, the “Taxes”).The average base for the tax for the period is 24.4 cents per gallon, whichamount is comprised of Inland Waterway taxes in the amount of 20.0 cents pergallon, Deficit Reduction taxes in the amount of 4.3 cents per gallon, andLeaking Underground Storage Tank taxes in the amount of .10 cents per gallon). This5% Component will change to the extent of any future changes in the amount ofTaxes, and shall be adjusted effective on the first (1st) day of thecalendar quarter following the effective date of any change that occurs on orafter January 1, 2005.

 

(c) Changes in the PPI: The current index of 1982 =100 applies to the PPI. Should this index be revised or a new one adopted, theparties shall make an appropriate adjustment, either in accordance withpublished instructions from the Bureau of Labor Statistics regarding suchrevision or, if no such instructions are published, by a proportionate revisionwhich will fairly reflect such change in the index.

 

(d)Rates will be adjusted for the cost of any government-imposed tolls or othergovernment charges (“Governmental Impositions”) enacted after the effectivedate of this Agreement which are assessed on river transportation and assessedagainst the Carrier for carrying Cargo under this Agreement. Such rateadjustments will be effective as of the effective date of such tolls or charges.Governmental Impositions shall not apply to: Taxes, as defined in the precedingsection, changes in taxes on fuel, which changes shall be covered in sections7(b)(3) and 7(b)(4) hereof, any non-compliance existing as of the effectivedate of this Agreement, financing costs and taxes, income tax or property taxesor related costs, any penalties, interest, fines, costs of arbitration,mediation, litigation, or any other type of dispute resolution through allstages of appeal, payment of judgments against Carrier or Carrier’s affiliates,or on instruments or documents evidencing the same or on the proceeds thereof,and wages, benefits and retirement. In order to constitute a GovernmentalImposition, it must be imposed against the barging industry either on aregional, state or national basis. Carrier must notify Buyer in writing of theobligation to comply with such laws (if Carrier anticipates meeting theconditions that would require Carrier to comply with such laws) within thirty(30) days of the time Carrier becomes aware of such laws, setting forth the specificlaw or regulation and the anticipated

 

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actualor actual financial impact on Carrier’s delivery of Cargo hereunder, and theanticipated or actual effective date. Additionally, the applicable base pricehereunder shall be increased only if the price adjustment is allocated evenlyto all effected cargo transported by Carrier, so that Buyer is allocated onlyits proportionate share of such Governmental Imposition, and the base priceshall be decreased for any savings resulting from changes in such GovernmentalImposition. The base price can not be increased due to Governmental Impositions(a) on an annual basis, more than five percent (5%) per ton of the rateseffective January 1, 2005; and (b) on a cumulative basis during the Term, morethan fifteen percent (15%) per ton of the rates effective January 1, 2005.

 

If(a) the annual increase of Governmental Impositions is more than five percent(5%) of the rates effective on January 1, 2005, or (b) if the total amount ofGovernmental Impositions is more than fifteen percent (15%) of the rateseffective January 1, 2005, on a cumulative basis during the Term of thisAgreement, Carrier may terminate this Agreement upon not less than sixty (60)days’ written notice to Buyer. Alternatively, Buyer may agree, by forwardingwritten notice to Carrier within sixty (60) days after receiving Carrier’swritten notice of termination to accept the cumulative Base Rate increase ofmore than fifteen percent (15%).

 

Carriershall notify Buyer of any such changes within the time frames set forth aboveand supply sufficient documentation for Buyer to verify any such change. EitherBuyer or Carrier may request a base price adjustment, which shall be comprisedof no more than the reasonable actual costs directly associated with the effectof such change on the Cargo to be transported hereunder. Such adjustment shallbe made effective on the first day of the calendar month following theeffective date of any change, (except when such change is effective on thefirst day of the month, in which case the adjustment shall be made as of suchdate).

 

(e) The calculations forchanges in the components of the base rate are to be made to three (3) decimalplaces, with the total being rounded to two (2) decimal places.

 

(f) The term “ton” as used herein shall mean a netton of two thousand (2000) pounds avoirdupois weight.

 

**F****                                        ****DEMURRAGE**

 

F.1                                Section 8.0 **Demurrage**,is hereby deleted in its entirety and replaced with the following:

 

(a) Free Time At Mill Creek, Ghent, JeffersonCounty Riverport, and Trimble County Limestone Destinations. Buyer shall beallowed four (4) “Free Unloading Days” within which to unload each of thebarges delivered to Buyer at Mill Creek (coal and limestone), Ghent (coal andlimestone), Jefferson Riverport (coal and limestone) and Trimble CountyLimestone pursuant to this Agreement. An “Unloading Day” shall

 

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commence at 7:00 a.m. and continue until 7:00 a.m.on the next day. The calculation of “Free Unloading Days” for each barge, forpurpose of the unloading demurrage accounts described in Sub-section (d),below, shall commence at the first (1st) 7:00 a.m. following thedelivery of such barge to Buyer and notification is given to Buyer that thefirst (1st) barge is moored to the Buyer’s dock and ready to unload,and shall run continuously thereafter for a period of ninety-six (96) hours. “ActualUnloading Days” for each barge, for purpose of said demurrage accounts, shallcommence concurrently with the commencement of the “Free Unloading Days” andshall continue until the first (1st) 7:00 a.m. following the timethat Carrier’s dispatcher has been notified that the barge is actually unloadedand ready for pick up (for a barge unloaded and said notification given beforethe first (1st) 7:00 a.m. following delivery, the “Actual UnloadingDays” would be zero).

 

(b) Free Time At Trimble County Coal Destination (UsingPlant Harbor Fleeting Service).

Buyer shall be allowed two (2) “Free Unloading Days”(when Buyer is using the plant harbor service) within which to unload each ofthe barges delivered to Buyer at Trimble County pursuant to this Agreement. An “UnloadingDay” shall commence at 7:00 a.m. and continue until 7:00 a.m. on the next day. Thecalculation of “Free Unloading Days” for each barge, for purpose of theunloading demurrage accounts described in Sub-section (d), below, shallcommence at the first (1st) 7:00 a.m. following the delivery of suchbarge to Buyer and notification is given to Buyer that the first (1st)barge is moored to the Buyer’s dock and ready to unload, and shall runcontinuously thereafter for a period of forty-eight (48) hours. “ActualUnloading Days” for each barge, for purpose of said demurrage accounts, shallcommence concurrently with the commencement of the “Free Unloading Days” andshall continue until the first (1st) 7:00 a.m. following the timethat Carrier’s dispatcher has been notified that the barge is actually unloadedand ready for pick up (for a barge unloaded and said notification given beforethe first (1st) 7:00 a.m. following delivery, the “Actual UnloadingDays” would be zero).

 

Inthe event Carrier delivers more than sixteen (16) coal barges in a rollingtwenty-four (24) period, one (1) additional credit shall be given for eachbarge over sixteen (16) delivered during the rolling twenty-four (24) period. Forexample, if one (1) coal barge tow of twelve (12) barges is delivered at 8:00a.m., and another coal barge tow of eight (8) barges are delivered at 11:00p.m., a total of forty-four (44) credits are allowed to unload the two (2) coaltows (twenty (20) barges at two (2) credits each, plus four (4) barges at one(1) additional credit each). The rolling twenty-four (24) hour period wouldthen start anew at 8:00 a.m. the next day (twenty-four (24) hours after thedelivery of the first coal barge tow).

 

Theplant shall maintain a log of start and stop times for the unloading of eachtow and shall communicate such times to Carrier, as requested, in order forboth parties to mutually reconcile free time calculations.

 

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(c) Free Time At Trimble County Coal (Using StandBy Unloading) and Cane Run Destination.

Buyer shall be allowed per barge tow, one (1) hourper barge plus one (1) additional hour as “Free Unloading Hours” within whichto unload the barge tow delivered to Buyer at Trimble County Coal and Cane RunStations. For example, if a barge tow of six (6) barges is delivered, seven (7)free unloading hours shall be allowed Buyer within which to unload the six (6)delivered barges (one (1) hour per barge plus one (1) hour equals seven (7)hours). The calculation of “Free Unloading Hours” for the purpose of theunloading demurrage accounts described in Sub-section (e) below, shall commencewhen Buyer is notified that the first (1st) barge is located underthe unloader and is ready to unload, except that, if Buyer for any reason,except for force majeure, is not prepared to unload such barge or has anotherbarge line’s barge under the unloader, then Free Unloading Hours shall beginwhen Carrier notifies Buyer that it has arrived and is ready to begin unloading.“Actual Unloading Hours” for each barge tow, for purpose of said demurrageaccounts, shall commence concurrently with the commencement of the “FreeUnloading Hours” and shall continue until Carrier is notified by Buyer that thebarge tow is actually unloaded and ready for removal. Fractions of an hourshall be rounded up to the nearest one-half hour.

 

In the event a Crounse coal tow arrives at TrimbleCounty within less than twelve hours after the completion of the free unloadingtime for the previous Crounse coal tow, the free time for the second coal towshall not commence until the twelfth hour following completion of the free timefor the first Crounse coal tow. For example, if a ten (10) barge Crounse coaltow arrives at 0200 hours, the free time would expire at 1300 hours (elevenhours later). If a second Crounse coal tow arrives at 1100 hours, the free timefor the second Crounse coal tow shall not commence until 0100 hours the nextday (twelve hours after the completion of the free unloading time for the firstCrounse coal tow). This exception shall not apply to barges in either tow ifsuch barges were diverted from a plant other than Trimble County.

 

The plant shall maintain a log of start and stoptimes for the unloading of each tow and shall communicate such times to Carrier’stowboat pilothouse personnel, as requested, in order for both parties tomutually reconcile free time calculations. Unloading shall be consideredcomplete once the bucket unloader has completed its unloading cycle (and beencleared from the cargo box) for the last barge in that tow.

 

In the event Buyer instructs Carrier’s boat todepart plant prior to all Cargo being unloaded, a Boat Transit Charge of $2,500shall be invoiced to Buyer. The Boat Transit Charge shall be in addition toUnloading Hours accrued per Sections F.1(c) and F.1(e). Also, each remainingbarge, either full or partially loaded, shall accrue a Demurrage Charge of$184.67 per barge day, beginning the first 7:00 a.m. following Carrier’s boatdeparture, and terminating the first 7:00 a.m. following such barge beingunloaded. No Free Unloading Days will be allowed, and debit/credit accountingwill not apply. Both the Boat Transit Charge and the Demurrage Charge shall besubject to the same adjustments as set forth in 7(b) and 7(c).

 

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(d) Demurrage Accounts For Mill Creek, Ghent,Jefferson County Riverport, Trimble County Coal (Using the plant harbor fleetingservice) and Trimble County Limestone. Carrier shall maintain separateunloading demurrage accounts for Mill Creek, Ghent, Jefferson County Riverport,and Trimble County, in which one (1) credit shall be entered for each day theActual Unloading Days for a barge are less than four (4) days for that barge(two (2) days for that barge for Trimble County coal using the plant harborfleeting service), and in which one (1) debit shall be entered for each day theActual Unloading Days for a barge exceed four (4) days for that barge (two (2)days for that barge for Trimble County coal using the plant harbor fleetingservice). A single demurrage account for each plant (limestone and coal) shallbe kept.

 

At the end of each month during the Term of thisAgreement, the demurrage accounts shall be balanced and settled for that period(hereinafter called “Accounting Period”) by canceling one (1) debit with one(1) credit in each demurrage account and by the payment by Buyer to Carrier ofone hundred and eight four dollars and sixty seven cents ($184.67), subject tothe same adjustments set forth in subsection 7(b), for each such demurragedebit not so canceled. In the event the total credits exceed the total debitsin the account at the end of any Accounting Period, such excess credits shallbe canceled and shall not carry over to the next Accounting Period. At Buyer’srequest, but not more frequently than once per month, Carrier shall send Buyera summary of the current demurrage accounts.

 

(e) Demurrage Accounts For Trimble County Coal (StandBy Unloading) and Cane Run. Carrier shall maintain unloading demurrageaccounts for Trimble County coal and Cane Run, in which Buyer will receive one(1) credit for each hour the “Actual Unloading Hours” are less than the “FreeUnloading Hours” and one (1) debit shall be entered for each hour the ActualUnloading Hours exceed the Free Unloading Hours.

 

At the end of each month during the Term of this Agreement, thedemurrage accounts shall be balanced and settled for that one month period(hereinafter called “Accounting Period”) by canceling one (1) debit with one (1)credit in each demurrage account and by the payment by Buyer to Carrier of twohundred and seventy seven dollars ($277), subject to the same adjustments setforth in subsection 7(b), for each such demurrage debit not so canceled. In theevent the total credits exceed the total debits in the account at the end ofany Accounting Period, such excess credits shall be canceled and shall notcarry over to the next Accounting Period. At Buyer’s request, but not morefrequently than once per month, Carrier shall send Buyer a summary of thecurrent demurrage accounts.

 

**G****                                      ****MISCELLANEOUS**

 

G.1                               Section 17, Paragraph (l), **Joint and Several Liability** ishereby added and reads as follows:

 

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LG&E and KUshall be severally but not jointly liable for obligations of Buyer hereunder, andshall each be liable only to the extent such obligation pertains to that particularparty constituting Buyer.

 

G.2                               Section 17, Paragraph (m), **Forward Contracts** is hereby addedand reads as follows:

 

Buyer and Sellereach acknowledge that it is a “forward contract merchant” and that alltransactions pursuant to this Contract constitute “forward contracts” withinthe meaning of the United States Bankruptcy Code.

 

**H****                                      ****STATUS OF AGREEMENT**

 

As amended hereby,this Agreement is hereby ratified and confirmed and shall continue in fullforce and effect.

 

**INWITNESS WHEREOF,**the parties hereto have executed this Amendment No. 1 on the day and year belowwritten, but effective as of the day and year first set forth above.

 

 
| **LOUISVILLE GAS AND ELECTRIC** | **CROUNSE CORPORATION**  |
|---------------------------------|--------------------------|
| **COMPANY**                     |                     |
|                            |                     |
|                            |                     |
| **BY:**                         | **/**s**/**Martyn Gallus | ** ** | **BY:** | /signed/ |   |
| Martyn Gallus                   |                     |
| SVP – Energy Marketing     | **TITLE:**               | /title/ |   |
|                            |                     |
| **DATE:**                       | 1/1/05                   | ** ** | **DATE:** | 1/1/05 |   |
|                            |                     |
|                            |                     |
|                            |                     |
| **KENTUCKY UTILITIES COMPANY**  |                     |
|                            |                     |
|                            |                     |
| **BY:**                         | **/**s**/**Martyn Gallus |   |   |
| Martyn Gallus                   |                     |
| SVP – Energy Marketing     |                     |
|                            |                     |
| **DATE:**                       | 1/1/05                   |   |   |
|                                 |                          |  |  |  |  |  |  |  |  |  |  |

 

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**Appendix A to Barging Agreement**

 

Some specific minimum safety procedures areset forth below. This list in no way limits Carrier’s obligation to act safelyat all times in its performance under this Agreement and to bear soleresponsibility therefor. Additionally, while on Buyer’s property, Carrier willcomply with Buyer’s safety rules for contractors.

 

1.             Notice of Barge Transactions

 

At Mill Creek, Cane Run, Trimble County, and Ghent,the Carrier will notify Buyer of any barge transaction as follows. The Carrierfirst will attempt to notify Buyer’s guard service at the loading dock by wayof the marine radio located at the Guard House. If the Carrier is unable tocontact the guard service, the Carrier will notify the plant shift supervisor. Ifthe Carrier is unable to notify the plant shift supervisor, the Carrier willnotify the material handling supervisor. The Carrier shall not leave the bargesuntil one of the Buyer’s employees or agents set forth above has been notified.

 

2.             Location of Barges

 

At all times, the Carrier further will be preparedto, and upon request by Buyer will, immediately state the location of any bargedestined for Buyer and in the care and custody of Carrier

 

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from the time that Buyer requests bargeplacement at a holding point to the time that Carrier delivers the barges.

 

3.             Mooring

 

(a)           Allbarges that are moored at all destinations and are to be left at the plant siteshall be moored using both the normal leaving lines supplied with each bargeand a two inch (2”) fleeting line that is attached to each cell.

 

(b)           Lifepreservers shall be worn by everyone working on the barges.

 

(c)           ForTrimble County, the maximum number of barges to be moored in the coal area isthirty (30) and in the limestone area is eighteen (18). Barges will be mooredno more than three (3) abreast during rising river, falling river, high water,or icy conditions without a towboat in attendance.

 

(d)           For Mill Creek, the maximum number ofbarges that can be moored without a harbor boat in attendance is fifty (50). Bargesshall not be moored wider than five (5) abreast under any conditions.

 

(e)           ForGhent, the maximum number of barges that can be moored without a harbor boat inattendance is eight-five (85).

 

(f)            ForCane Run, barges generally will be standby unloaded as stated in Section 4 ofthis Agreement.

 

4.             Riverport

 

For barges destined for the Riverport, the Carrierwill comply with all requirements and procedures established by the Riverportpertaining to the Carrier’s performance hereunder.

 

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5.             Breakaway and Loose Barges

 

If at any time and for any reason any barge breaksaway from the dock or becomes loose, Carrier immediately will assist andcooperate in retrieving or securing such barge upon becoming aware of the situation.

 

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