**Contract#97-211-026Kindill Mining, Inc.Amendment No. 1**

 

**EXHIBIT10.66**

 

**AMENDMENTNO. 1 TO COAL SUPPLY AGREEMENT**

 

**THIS AMENDMENT NO. 1 COAL SUPPLY AGREEMENT**(“AmendmentNo. 1”) is entered into effective as of January 1, 2001, by and betweenLOUISVILLE GAS AND ELECTRIC COMPANY (hereinafter referred to as “**Buyer**”),whose address is 220 West Main Street, Louisville, Kentucky 40202, and KINDILLMINING, INC., (hereinafter referred to as “**Seller**”) an Indiana corporation, whoseaddress is 1216 East County Road, 900 South, Oakland City, Indiana 47660.  In consideration of the agreements hereincontained, the parties hereto agree as follows.

 

**1.0****                               AMENDMENTS**

 

The Agreement heretoforeentered into by the parties, dated effective July 1, 1997 and identified by theContract Number set forth above, (hereinafter referred to as “Agreement”) ishereby amended as follows:

 

**2.0****                               TERM**

 

Section 2 **Term**,is deleted and replaced with the following:

 

“The term of thisagreement shall commence on July 1, 1997 and shall continue through December31, 2002, subject to the provisions of Section 8.3.”

 

**3.0****                               QUANTITY**

 

3.1                                 Section3.1 **BaseQuantity**, is deleted and replaced with the following:

 

“Seller shall sell anddeliver and Buyer shall purchase and accept delivery of the following annual basequantity of coal (“Base Quantity”):

 

| **YEAR** |   | **BASE  QUANTITY (TONS)** |   |
|----------|--------|---------------------------|--------|
|     |   |                      |   |
| 1997     |   | 150,000                   |   |
| 1998     |   | 900,000                   |   |
| 1999     |   | 900,000                   |   |
| 2000     |   | 900,000                   |   |
| 2001     |   | 700,000                   |   |
| 2002     |   | 700,000                   |   |

 

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3.2                                 Section3.3 **Rightof First Refusal**, is deleted in its entirety.

 

3.3                                 Section3.4 **Optionto Increase Quantity**, is deleted and replaced with thefollowing:

 

“Buyer shall have theright to increase the quantity to be delivered hereunder by up to an additional240,000 tons annually.  Buyer shallexercise such option by giving to Seller notice stating Buyer’s exercise of theoption and specifying the increased tonnage sixty (60) days prior to the end ofeach quarter for increased tonnage for the immediately following quarter;provided, however, the maximum tonnage that can be nominated for deliveryduring the immediately following quarter shall not be more than 60,000tons.  Buyer’s exercise of the option inany given quarter shall not obligate Buyer to take delivery of the increasedquantity in any following quarter or any following year.  Any additional tonnage which Buyer exercisesits right to purchase under this § 3.4 hereinafter shall be referred to as“Option Tonnage” and shall be subject to all the terms and conditions hereof(including price).

 

**4.0****                               QUALITY**

 

4.1                                 Sections6.1(b), 6.1(c), and 6.1(e) **Specifications**, are hereby revised toprovide that they shall not be applicable to the years 2001 and 2002.

 

**5.0****                               PRICE**

 

5.1                                 Section8.1 **BasePrice**, is hereby revised by adding the following paragraph:

 

“For years 2001 and 2002,the base price (“Base Price”) of the coal to be sold hereunder will be firm andin accordance with the following:

 

**BASEPRICE**

 

| **YEAR** |   | **PRICE  ($Per MMBTU)**      |   |
|----------|--------|------------------------------|--------|
|     |   |                         |   |
| 2001     |   | $                            | 0.8180 |   |
| 2002     |   | See Section 8.3  as revised. |   |
|          |        |                              |        |  |

 

5.2                                 Sections8.2 (i) and 8.2 (ii) **Quality Price Discounts**, shall not beapplicable to years 2001 and 2002.

 

5.3                                 Section8.3 **PriceReview** is amended by adding the following paragraph:

 

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“Section 8.3 **Term andPrice Review**: Buyer and Seller agree to begin terms,conditions and price negotiations on or before July 1, 2001, for terms andconditions, including without limitation prices, to be effective beginningJanuary 1, 2002.  The parties then shallattempt to negotiate on new prices and/or other terms and conditions betweenJuly 1, 2001 and October 1, 2001.  Ifthe parties do not reach an agreement by October 1, 2001, then this agreementwill terminate as of December 31, 2001 without liability due to such terminationfor either party, and the parties shall have no further obligations hereunderexcept those incurred prior to the date of termination.  This clause shall not be interpreted as aRight of First Refusal or exclusive supply agreement.”

 

**6.0**                               **INVOICES,BILLING AND PAYMENT**

 

Section 9.1 **InvoicingAddress** is hereby revised by adding the following:

 

“As of the date ofthis Amendment, invoices will be sent to Buyer at the following address:

 

Louisville Gas andElectric Company

220 West MainStreet

Louisville,Kentucky 40202

Attn: Director,Fuels Management

 

**7.0****                               STATUSOF AGREEMENT**

 

As amended herein, theAgreement is hereby ratified and confirmed and shall continue in full force andeffect.

 

**IN WITNESS WHEREOF,** the parties hereto haveexecuted this Amendment No. 1 on the day and year below written, but effectiveas of the day and year first set forth above.

 

 
| **LOUISVILLE GAS AND ELECTRIC   COMPANY** |                                              | **KINDILL MINING, INC.** |
|-------------------------------------------|---------------------------------------------------|--------------------------|
|                                      |                                              |                     |
|                                      |                                              |                     |
| By:                                       |                                              |                     |   | By: |   |   |
|                                      | Wayne T. Lucas                                    |                     |   | Kent Holcomb |
|                                      | Executive Vice  President – Power Generation |                     |   | President |
|                                      |                                              |                     |
| DATE:                                     |                                              |                     |   | DATE: |   |   |
|                                           |                                                   |                          |  |  |  |  |  |  |  |  |

 

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