**EXHIBIT 10.62**

 

**Contract #96-412-026Hopkins County Coal, LLCAmendment No. 1**

 

**AMENDMENTNO. 1 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT**

 

**THISAMENDMENT NO. 1 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT**(“Amendment No. 1”) is entered into effectiveas of January 1, 2000, by and between LOUISVILLE GAS AND ELECTRIC COMPANY(hereinafter referred to as “Buyer”), whose address is 220 West Main Street,Louisville, Kentucky 40202, and HOPKINS COUNTY COAL, LLC, a Delaware limitedliability company and WEBSTER COUNTY COAL, LLC, a Delaware limited liabilitycompany (successor to WEBSTER COUNTY COAL CORPORATION, a Kentucky corporation),both having an address of 1717 South Boulder Avenue, Tulsa, Oklahoma74119-4886, (the foregoing companies hereinafter referred to as **“Seller”).**In consideration of theagreements herein contained, the parties hereto agree as follows.

 

**1.0AMENDMENTS**

 

The Amended and RestatedAgreement heretofore entered into by the parties, dated effective April 1,1998, and identified by the Contract Number set forth above, (hereinafterreferred 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 Agreementshall continue through December 31, 2001.”

 

**3.0 QUANTITY**

 

3.1                                 Section 3.0 **Quantity,**is deleted and replace with the following:

 

“During the Term, Sellershall deliver and Buyer shall purchase and accept delivery of the followingquantities of coal.

 
| **YEAR**      |   | **BASE  QUANTITY (TONS)** |   |
|---------------|--------|---------------------------|--------|
|          |   |                      |   |
| December 1999 |   | 60,000                    | *      |
| 2000          |   | 1,250,000                 |   |
| 2001          |   | 1,250,000                 |   |

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* Theadditional 60,000 tons in December 1999 are in addition to the base quantity of1,500,000 tons for 1999 and are priced as set forth in Section 8.1.

 

Such coalshall be delivered ratably throughout the Term in accordance with reasonabledelivery schedules to be mutually agreed by Buyer and Seller.”

 

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3.2                                 Section 3.1 **Option to Increase or Decrease Quantity**isadded and reads as follows:

 

“Buyer shallhave the right to increase or decrease the Base Quantity to be deliveredhereunder by up to 31,250 tons per calendar quarter (three months), forexample, if Buyer increases the quantity by 31,250 tons each quarter during acalendar year, the net increase will be 125,000 tons. Buyer shall exercise suchoption by giving Seller such notice stating Buyer’s exercise of the option andspecifying the increase or decrease in tonnage, no later than thirty days priorto the first day of the quarter in which the increased or decreased tonnagewill be delivered.”

 

**4.0 SOURCE**

 

4.1                                 Section 4.1 **Source**is hereby deleted and replacedwith the following:

 

“The coal soldhereunder shall be supplied from any one of the geological seams WesternKentucky #11, #12, and #9 (surface and underground), of any one of the Seller’sHopkins County Mines, and/or from Seller’s Webster County Coal, LLC Dotiki MineComplex, (all of the foregoing sources herein after referred to as the “CoalProperty”).”

 

**5.0 DELIVERY**

 

5.1                                 Section 5.1 **Buyer’s Option**is hereby deleted andreplaced with the following:

 

“The DeliveryPoints shall be designated as follows: For the Hopkins County mines, the coalshall be delivered F.O.B. railcar at the Hopkins County rail loading facilitynear Madisonville, Kentucky on the Paducah and Louisville Railroad (the“Delivery Point”). For mines in the Dotiki Mine Complex, the coal shall bedelivered F.O.B. railcar at the Dotiki rail loading facility near Madisonville,Kentucky on the CSXT Railroad which is accessible by the Paducah and LouisvilleRailroad (the “Delivery Point”). Seller may deliver the coal at a locationdifferent from the Delivery Points, provided, however that Seller shallreimburse Buyer for any resulting increases in the cost of transporting thecoal to Buyer’s generating stations. Any resulting savings in such transportationcosts shall be shared by Buyer and Seller. Buyer may request to change theDelivery Point to either F.O.B. truck or F.O.B. barge. Upon Buyer’s

 

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notificationto Seller of its desire to change the Delivery Point, Buyer and Seller shallmutually agree in writing upon the change(s) and the time frame wherein suchchange will take place.”

 

5.2                                 Section 5.3 **Delivery to Sebree Dock**is deleted inits entirety.

 

**6.0 QUALITY**

 

6.1                                 Section 6 **Quality**is amended as follows:

 

“Seller hasthe option to supply coal of two different qualities, noted as Quality #1 andQuality #2. Seller shall exercise such option by giving Buyer such noticestating Seller’s intent to supply coal of Quality #1 or Quality #2, no laterthan the fifteenth of the month, prior to the first day of the calendar monthduring which that particular coal Quality will be delivered. After Seller givesnotice of the particular quality to be delivered for a given calendar month,Seller must supply coal of that quality for the entire calendar month. Sellershall not supply coals of Quality #1 and Quality #2 during the same calendarmonth.

 

The followingspecifications are amended:

 

**QUALITY#1**

 

Allspecifications are the same as specified in Section 6.1 of the Amended andRestated Coal Supply Agreement for coal to be delivered during the SecondaryTerm.

 

**QUALITY#2**

 
| **Specifications** |   | **Guaranteed  Monthly  Weighted Average** |   | **Rejection  Limits  (per shipment)** |   |
|--------------------|--------|-------------------------------------------|--------|---------------------------------------|--------|
|               |   |                                      |   |                                  |   |
| BTU/LB.            |   | Min. 11,200                               |   | <10,900                            |   |
|               |   |                                      |   |                                  |   |
| ASH (lbs/Mmbtu)    |   | Max. 12.00                                |   | >13.00                             |   |

 

All otherspecifications are the same as specified in Section 6.1 of the Amended andRestated Coal Supply Agreement for coal to be delivered during the SecondaryTerm.

 

6.2                                 Section 6.4 **Suspension and Termination**is deletedand replaced with the following:

 

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“If the coal sold hereunderfails to meet one or more of the Guaranteed Monthly Weighted Averages set forthin §6.1 for any two months during any twelve month rolling period during theterm of this Agreement, or if two (2) truck shipments or three (3) barge shipmentsin a seven-day period are rejectable by Buyer, or if Buyer receives at itsgenerating station two (2) rail shipments which are rejectable in any ten-dayperiod, Buyer may, upon notice confirmed in writing and sent to Seller bycertified mail, terminate this Agreement and exercise all its other rights andremedies 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 (“BasePrice”) of the coal to be sold hereunder will be firm and in accordance withthe following schedule:

 

**QUALITY #1- HOPKINS COUNTY MINE**

 
|     |   | **BASE PRICE**   |   |
|----------|--------|------------------|--------|
| **Year** |   | **$ Per  MMBtu** |   | **$ Per Ton  A 11,400Btu** |   |
|     |   |             |   |   |   |
| 2000     |   | $                | 0.8224 |   | $ | 18.75 |   |
| 2001     |   | $                | 0.8224 |   | $ | 18.75 |   |

 

**QUALITY #2- HOPKINS COUNTY MINE**

 
|     |   | **BASE PRICE**  | ** ** |
|----------|--------|-----------------|------------|
| **Year** |   | **$ Per MMBtu** |       | **$ Per Ton  A 11,200 Btu** |   |
|     |   |            |       |   |   |
| 2000     |   | $               | 0.8100     |   | $ | 18.14 |   |
| 2001     |   | $               | 0.8100     |   | $ | 18.14 |   |

 

**QUALITY #1-DOTIKI MINE**

 
|     |   | **BASE PRICE**   |   |
|----------|--------|------------------|--------|
| **Year** |   | **$ Per  MMBtu** |   | **$ Per Ton  A 11,400Btu** |   |
|     |   |             |   |   |   |
| 2000     |   | $                | 0.7952 |   | $ | 18.13 |   |
| 2001     |   | $                | 0.7952 |   | $ | 18.13 |   |

 

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**QUALITY #2- DOTIKI MINE**

 
|     |   | **BASE PRICE**   |   |
|----------|--------|------------------|--------|
| **Year** |   | **$ Per  MMBtu** |   | **$ Per Ton  (a, 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 replacedwith the following:

 

“Notwithstanding theforegoing, for each specification each month, there shall be no discount if theactual Monthly Weighted Average meets the applicable Discount Point set forthbelow. However, if the actual Monthly Weighted Average fails to meet suchapplicable Discount Point, then the discount shall be calculated on the basisof the difference between the actual Weighted Average and the GuaranteedMonthly Weighted Average pursuant to the methodology shown in Exhibit A of theAgreement.

 

The Guaranteed MonthlyWeighted 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 |   |                                      |   |                |   |
| SULFUR   |   | Max. 3.125                                |   | 3.325               |   |
| ASH      |   | Max. 12.00                                |   | 12.75               |   |
| MOISTURE |   | Max. 11.50                                |   | 13.00               |   |

 

For example, if the MonthlyWeighted Average of ash for Quality #1 equals 13.5 lb/MMBtu, then theapplicable discount would be (13.5 lb - 11.75 lb.) X $0.0083/lb./MMBtu =$0.01453/MMBtu.

 

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7.3                                 Section 8.3 **Price, Terms and Conditions Review**is deleted in itsentirety.

 

**IN WITNESSWHEREOF,**the partieshereto 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.

 

 
| **HOPKINS COUNTY COAL, LLC.** | **LOUISVILLE  GAS AND ELECTRIC  COMPANY** |
|-------------------------------|-------------------------------------------|
|                          |                                      |
| BY:                           |                                      |   | BY: |   |   |
| TITLE:                        |                                      |   | TITLE: |   |   |
|                          |                                      |   |   |
| DATE:                         |                                      |   | DATE: |   |   |
|                          |                                      |
|                          |                                      |
| **WEBSTER  COUNTY COAL, LLC** |                                      |
|                          |                                      |
| BY:                           |                                      |
|                          |                                      |
| TITLE:                        |                                      |   |   |
|                          |                                      |
| DATE:                         |                                      |   |   |
|                               |                                           |  |  |  |  |  |  |  |  |

 

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