**EXHIBIT 10.63**

 

**Contract #96-412-026Hopkins County Coal, LLCAmendment No.**2

 

**AMENDMENT NO. 2 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT**

 

**THISAMENDMENT NO. 2 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT**(“Amendment No. 2”) is entered into effectiveas of September 15, 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”). Inconsideration of the agreements herein contained, the parties hereto agree asfollows.

 

**RECITALS**

 

A.           On even date herewith, Buyer entered intoCoal Synfuel Purchase Order LGE00024, which is governed by the terms andconditions of Negotiated Contract LGE00019, (“Coal Synfuel Supply Agreement”)with ECO Coal Pelletization No. 12, LLC (“ECO”) for the purchase of coalsynfuel which shall be processed from coal which is produced or supplied to ECOfrom Hopkins County Coal, LLC.

 

B.             For each ton of coal synfuel Buyer purchasesfrom ECO during the term of the Coal Synfuel Supply Agreement, Buyer and Sellerhereby agree to reduce by like amount the quantity of coal to be purchasedunder the Amended and Restated Coal Supply Agreement as is more particularlyset forth herein below.

 

**1.0AMENDMENTS**

 

The Amended and RestatedAgreement heretofore entered into by the parties, dated effective April 1,1998, as amended by Amendment No. 1 dated January 1, 2000 and identified by theContract Number set forth above, (hereinafter referred to as “Agreement”) ishereby amended as follows:

 

2.0 **QUANTITY**

 

2.1                                 Section 3.2 **Coal Synfuel Quantity,**is added and reads as follows:

 

“During the Term, anyquantity of coal synfuel purchased by Buyer from ECO under the Coal SynfuelSupply Agreement shall reduce the Quantity of coal to be supplied under thisAgreement, by an equal amount of tonnage.”

 

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**3.0INDEPENDENT RELATIONSHIP OF AGREEMENT TO COAL SYNFUEL SUPPLY AGREEMENT.**

 

3.1                                 Section 21 **Independent Relationship of Agreement to Coal Synfuel SupplyAgreement,**is added and read as follows:

 

“Except for the tonnagereduction provision set forth under Section 3.2 herein above, all obligationsbetween Buyer and Seller set forth in this Agreement shall continue through itsTerm. If Buyer reduces and/or suspends its purchases of coal synfuel under theCoal Synfuel Supply Agreement and/or either Buyer or ECO terminates the CoalSynfuel Supply Agreement for any reason, this Agreement shall remain in fullforce and effect and Buyer and Seller shall be obligated to continue theirperformance as required herein through the Term of this Agreement. In no eventshall nonperformance or breach by Buyer or ECO under provisions of the CoalSynfuel Supply Agreement be a basis for Buyer or Seller to claim nonperformanceor breach or grant a right of offset, counter claim or cancellation of thisAgreement, and this Agreement shall continue in full force and effect with theremaining obligations for the purchase of quantities of coal to be the Quantityset forth in Section 3.0 during any contract year reduced by the amount of coalsynfuel delivered by ECO to Buyer during such contract year.”

 

**IN WITNESSWHEREOF,**the partieshereto have executed this Amendment No. 2 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** |
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| **WEBSTER  COUNTY COAL, LLC** |                                      |
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