MEMORANDUM OF UNDERSTANDING



 Exhibit 10.2 
  
 “Pages where confidential treatment has been requested are marked ‘Confidential Treatment Requested.’ The redacted material
has been separately filed with the Commission, and the appropriate section has been marked at the appropriate place with [REDACTED] and in the margin with a star (*).” 
  
 MEMORANDUM OF UNDERSTANDING 
  
 This Memorandum of Understanding, dated as of January 17, 2005 (the “MOU”), between Virginia Electric and Power Company, a Virginia corporation
(“VEPCO”), and Mettiki Coal, LLC, a Delaware limited liability company (“Mettiki”). 
  
 Recitals 
  
 Mettiki and VEPCO are parties to a Coal Supply Agreement, dated January 15, 1996 (the “Coal Supply Agreement”), pursuant to which Mettiki has agreed to sell to VEPCO, and VEPCO has agreed to purchase, coal from Mettiki’s mine
located in Garrett County, Maryland (the “Mettiki Mine”) for use in VEPCO’s Mt. Storm Power Station, which is located in Grant County, West Virginia (the “Station”). The Coal Supply Agreement has a term beginning January 15,
1996 and continuing through December 31, 2006. 
  
 Mettiki and
VEPCO from time to time enter into spot sale and purchase agreements for the delivery of Mettiki coal to the VEPCO Station that is in addition to the parties purchase and sales obligations under the Coal Supply Agreement (“Spot
Agreement(s)”). Furthermore, Mettiki and VEPCO are currently in negotiations to enter into a letter of intent (“LOI”) outlining the key terms and conditions of a successor coal supply agreement pursuant to which Mettiki, or one or
more of its affiliates, (collectively “Mettiki”) is proposing to sell to VEPCO coal from existing and/or new mining operations to be developed in Western Maryland and/or West Virginia with a proposed term beginning on January 1, 2007 (the
“Successor Agreement”). 
  
 Mount Storm Coal Supply, LLC
(“Mount Storm Supply”) and its affiliate, PC West Virginia Synthetic Fuel #2, LLC (“Pace”), have entered into various transactions with VEPCO whereby Pace shall produce synthetic fuel that qualifies for Section 29 tax credits
that is derived from coal (“Synfuel”) at Pace’s synthetic fuel facility (the “Synfuel Facility”), which Synfuel Facility shall be operated and maintained by PACE adjacent to or near VEPCO’s Station. 
  
 VEPCO and Mettiki desire to agree upon certain terms and conditions to enable
Mount Storm Supply to purchase coal produced by Mettiki, which in turn shall be sold by Mount Storm Supply to Pace to produce Synfuel at Pace’s Synfuel Facility which shall then be purchased by VEPCO under synfuel supply agreements
(“Synfuel Supply Agreement(s)”) between Pace and VEPCO. The Synfuel purchased by VEPCO from Pace under the Synfuel Supply Agreements which is produced from coal supplied by Mettiki shall be in lieu of all or a part of the coal that is
required to be purchased by VEPCO from Mettiki under the respective Coal Supply Agreement, Spot Agreement and/or the Successor Agreement. 








 Confidential Treatment Requested 
  


			
		
	 	  	 In consideration of the above Recitals which are incorporated herein, and the covenants and premises herein
 set forth, VEPCO and Mettiki hereby agree, intending to be legally bound, as follows:

		
	  
  
  
  
  
  
  
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	  	 1. Upon the execution of this MOU by Mettiki and VEPCO, Mettiki shall enter into short-term coal supply
 agreements with Mount Storm Supply containing mutually acceptable terms and conditions for the sale and
 purchase of Mettiki coal to Mount Storm Supply that will correspond with the delivery obligations arising
 under the Coal
Supply Agreement and/or any Spot Agreements between Mettiki and VEPCO (collectively
 the “Interim Feedstock Agreement(s)”). The purchase price for
the coal sold to Mount Storm Supply under
 the Interim Feedstock Agreements shall be equal to the price for each ton of coal payable from time to
time
 under the corresponding Coal Supply Agreement or Spot Agreements between Mettiki and VEPCO plus
 $[REDACTED] per ton. The delivery of coal under the Interim Feedstock Agreements shall commence on
 or before January 17, 2005, and the term of the Interim Feedstock Agreements shall continue until the first
 day of the
calendar month following the date that Mettiki and VEPCO execute the LOI.

		
	  
  
  
  
  
  
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	  	 2. Upon the execution of the LOI by Mettiki and VEPCO, Mettiki shall enter into a coal supply agreement
 with Mount Storm Supply containing mutually acceptable terms and conditions for the sale and purchase of
 Mettiki coal to Mount Storm Supply that will correspond with the delivery obligations arising under the
 Coal Supply
Agreement and any Spot Agreements between Mettiki and VEPCO (the “Long Term Feedstock
 Agreement”). The purchase price for the coal sold to Mount
Storm Supply under the Long Term Feedstock
 Agreement shall be equal to the price for each ton of coal payable from time to time under the
corresponding
 Coal Supply Agreement and/or Spot Agreements between Mettiki and VEPCO plus $[REDACTED] per ton.
 The delivery of coal under the Long Term Feedstock Agreement shall commence on the first day of the calendar
 month following the date that Mettiki and VEPCO execute the LOI and the term of the Long Term Feedstock
 Agreement shall
continue until December 31, 2006.

		
	  
  
  
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	  	 3. If after the date Mettiki and VEPCO have executed the LOI, Mettiki and VEPCO reach an impasse
 and are unable to conclude negotiations of the Successor Agreement, the purchase price for the coal sold to
 Mount Storm Supply under the Long Term Feedstock Agreement shall revert back to the price for each ton
 of coal payable from
time to time under the corresponding Coal Supply Agreement and/or Spot Agreements
 between Mettiki and VEPCO plus $[REDACTED] per ton for all tons sold under
the Long Term Feedstock
 Agreement effective as of the effective date of the Long Term Feedstock Agreement. In such event, VEPCO
 shall pay Mettiki the retroactive adjustment within 30 days from receipt of Mettiki’s invoice for such
 retroactive adjustment. Mettiki shall give notice to Mount Storm Supply of the termination of such
 negotiations or
discussions as soon as reasonably practicable following the occurrence thereof. Notwithstanding
 the forgoing provisions of this Paragraph 3, in no event
shall VEPCO have any obligation to pay any retroactive
 adjustment to Mettiki if failure to conclude negotiations of the Successor Agreement is caused by
Mettiki’s failure
 to obtain and maintain is operating permits as a prerequisite to supply coal under the Successor Agreement.

	 	  	
 [REDACTED] denotes confidential information with respect to which a separate
confidential treatment request
 has been filed with the Securities and Exchange Commission.


  

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 Confidential Treatment Requested 
  


			
	*	  	 4. Upon the execution of the Successor Agreement by Mettiki and VEPCO, Mettiki and Mount Storm Supply
 shall amend the Long Term Feedstock Agreement to extend the term of the Long Term Feedstock Agreement
 through December 31, 2007, and shall amend any other provision of such agreement so that it corresponds with
 the delivery
obligations arising under the Successor Agreement between Mettiki and VEPCO. The amendment
 shall also provide that the purchase price for the coal sold to
Mount Storm Supply under the Long Term Feedstock
 Agreement shall be equal to the price for each ton of coal payable from time to time under the Successor
Agreement
 between Mettiki and VEPCO plus $[REDACTED] per ton.

		
	 	  	 5. Pursuant to the terms of the agreements entered into between Mount Storm Supply and VEPCO, VEPCO
 shall act as Mount Storm Supply’s consultant in regards providing analytical, reporting and administrative
 services relating to any coal purchased by Mount Storm Supply under any Interim Feedstock Agreement or
 Long Term Feedstock Agreement. As such, all analytical, reporting and administrative services provided to
 Mount Storm Supply
by VEPCO shall be in accordance with the terms and conditions of the corresponding
 Coal Supply Agreement, Spot Agreement and/or Successor Agreement between
Mettiki and VEPCO unless
 Mettiki and Mount Storm Supply expressly agree to other analytical, reporting and administrative provisions
 pursuant to any Interim Feedstock Agreement or Long Term Feedstock Agreement. Unless otherwise agreed
 to by Mettiki and Mount Storm Supply in any Interim Feedstock Agreement or the Long Term Feedstock Agreement,
 Mount Storm
Supply shall have no greater rights of suspension of shipments than as defined in the corresponding
 Coal Supply Agreement, Spot Agreement and/or Successor
Agreement between Mettiki and VEPCO.

		
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	  	 6. Any coal purchased by Mount Storm Supply under any Interim Feedstock Agreement or the Long Term
 Feedstock Agreement shall automatically reduce the quantity of coal required to be purchased by VEPCO and/or
 supplied by Mettiki pursuant to the corresponding Coal Supply Agreement, Spot Agreement and/or Successor
 Agreement between
Mettiki and VEPCO. A force majeure event occurring under any Interim Feedstock Agreement
 or the Long Term Feedstock Agreement between Mount Storm Supply and
Mettiki shall be deemed to be a force
 majeure event under the corresponding Coal Supply Agreement, Spot Agreement and/or Successor Agreement
 between Mettiki and VEPCO. Mettiki and VEPCO shall enter into amendments to the Coal Supply Agreement,
 the Spot Agreements and the Successor Agreement to reflect this reduction in VEPCO’s purchase obligations.
 When made
available by Mettiki, Mount Storm Supply shall purchase coal for use as feedstock for the Synfuel
 Facility under any Interim Feedstock Agreements or the
Long Term Feedstock Agreement prior to purchasing
 coal provided by other suppliers (i.e. on a daily basis the total amount of Synfuel produced by the
Synfuel Facility
 will first be applied against the volume of coal delivered by Mettiki on such day, with any excess volume being
 attributed to tonnage supplied by other suppliers, if any). Additionally, the amendments to the Coal Supply
 Agreement and the Spot Agreements shall provide that Mettiki shall refund to VEPCO the purchase price premiums
 of
$[REDACTED] or $[REDACTED] per ton, as applicable, paid by Mount Storm Supply under the Interim Feedstock
 Agreement and the Long Term Feedstock Agreement
for each ton of coal sold to Mount Storm Supply that is not
 produced into Synfuel.

	 	  	
 [REDACTED] denotes confidential information with respect to which a separate
confidential treatment request
 has been filed with the Securities and Exchange Commission.


  

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 Confidential Treatment Requested 
  


			
	  
  
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	  	 7. During the term of any Synfuel Supply Agreement between Pace and VEPCO, Mettiki shall allow
 VEPCO or Mount Storm Supply to deliver coal to Mettiki’s truck unloading facility (“Facility”) at the Station
 which is produced from sources other than the Mettiki Mine (“Third Party Sources”). Mount Storm Supply or
 VEPCO, as applicable, shall pay Mettiki $[REDACTED] per ton for each ton of coal delivered into the Facility
 at the Station from Third Party Sources that is delivered during Mettiki’s scheduled operating hours of the
 Facility.
Unless otherwise agreed by the parties in writing, any coal delivered to the Facility from Third Party
 Sources will be ratably delivered during
Mettiki’s normal scheduled operating hours of the Facility. If requested
 by VEPCO, Mettiki shall exert reasonable efforts to extend the normal
scheduled operating hours of the Facility
 to accommodate the delivery of coal from Third Party Sources and in such event VEPCO shall reimburse
Mettiki
 for all costs incurred by Mettiki in operating the Facility during such period of time. Mettiki shall have the right to
 suspend or reject deliveries of coal from Third Party Sources if they are not in compliance with the legal load
 limits as then currently enforced in the State of West Virginia including any permitted variances and tolerances,
 and/or if the equipment is not compatible with design and safe operation of the Facility as existing or modified
 to accommodate the delivery of such coal from Third Party Sources. Mount Storm Supply or VEPCO, as applicable,
 will provide to Mettiki a daily tabulation of the certified weights for each truck load of coal delivered to the Facility
 from Third Party Sources. In the event VEPCO requests modifications to the Facility to accommodate deliveries of
 coal from Third Party Sources, including but not limited to modifications to allow delivery of triaxle and tractor/trailer
 combinations, Mettiki shall exert all reasonable efforts to comply with VEPCO’s request and any such modifications
 to the Facility shall be at VEPCO’s sole cost and expense and VEPCO will reimburse Mettiki for such costs upon
 completion of the modifications.

		
	 	  	 8. This MOU shall be governed by the laws of the Commonwealth of Virginia, without giving effect to principles
 of conflicts of laws, and shall be binding upon the parties hereto and their respective successors and permitted assigns,
 except that no party shall assign any of their rights or delegate any of their obligations hereunder except with the prior
 written consent of the other party hereto. The parties hereto agree that this MOU is a legally, binding agreement, and
 not an agreement to agree, and shall be enforceable against the parties hereto in accordance with its terms.

		
	 	  	 9. From the execution of this MOU, Mettiki and VEPCO agree to negotiate in good faith to finalize, execute and
 deliver the amendments to the Coal Supply Agreement and the Spot Agreements, the LOI and the Successor Agreement.
 From the execution of this MOU, Mettiki agrees to negotiate with Mount Storm Supply in good faith to finalize, execute
 and deliver the Interim Feedstock Agreements, the Long Term Feedstock Agreement and the amendment to the Long
 Term Feedstock Agreement.

		
	 	  	 10. This MOU shall terminate on December 31, 2007.

	 	  	
 [REDACTED] denotes confidential information with respect to which a separate
confidential treatment request has been filed with the Securities and Exchange Commission.


  

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 11. This MOU may not be amended, supplemented or otherwise modified, and no provision of this MOU may be
waived, except by a written instrument signed by each of the parties hereto. 
  
 12. This MOU constitutes the parties’ entire agreement with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between the parties with respect to the matters
referred to herein. Except as provided in this MOU, the parties acknowledge and agree that, notwithstanding any other term or provision contained in this MOU, neither VEPCO or Mettiki will have any greater, reduced, additional or changed obligation,
liability or duty to the other than as specified in the Premises Lease, Equipment Lease, Operating Agreement or the Agreement as a result of Seller entering into any Interim Feedstock Agreement or Long Term Feedstock Agreement with Mount Storm
Supply. 
  
 IN WITNESS WHEREOF, the parties hereto have caused
this Memorandum of Understanding to be executed in duplicate originals as of the date first written above. 
  

			
	 Mettiki Coal, LLC

		
	By:	 	 /s/ Gary J. Rathburn

		
	 Name:
	 	 Gary J. Rathburn

		
	 Title:
	 	 Senior Vice President Marketing



  

			
	Virginia Electric and Power Company
		
	By:	 	 /s/ David A. Heacock

		
	 Name:
	 	 David A. Heacock

		
	 Title:
	 	 Vice President – Fossil & Hydro



  

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