EXHIBIT 10.62


 


Contract #96-412-026

Hopkins County Coal, LLC

Amendment No. 1


 


AMENDMENT
NO. 1 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT


 


THIS
AMENDMENT NO. 1 TO AMENDED AND RESTATED COAL SUPPLY AGREEMENT (“Amendment No. 1”) is entered into effective
as 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 limited
liability company and WEBSTER COUNTY COAL, LLC, a Delaware limited liability
company (successor to WEBSTER COUNTY COAL CORPORATION, a Kentucky corporation),
both having an address of 1717 South Boulder Avenue, Tulsa, Oklahoma
74119-4886, (the foregoing companies hereinafter referred to as “Seller”). In consideration of the
agreements herein contained, the parties hereto agree as follows.


 


1.0
AMENDMENTS


 


The Amended and Restated
Agreement heretofore entered into by the parties, dated effective April 1,
1998, and identified by the Contract Number set forth above, (hereinafter
referred 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 Agreement
shall continue through December 31, 2001.”


 


3.0 QUANTITY


 


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


 


“During the Term, Seller
shall deliver and Buyer shall purchase and accept delivery of the following
quantities of coal.


 


	
  YEAR

  	
   

  	
  BASE
  QUANTITY (TONS)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 1999

  	
   

  	
  60,000

  	
  *

  
	
  2000

  	
   

  	
  1,250,000

  	
   

  
	
  2001

  	
   

  	
  1,250,000

  	
   

  













* The
additional 60,000 tons in December 1999 are in addition to the base quantity of
1,500,000 tons for 1999 and are priced as set forth in Section 8.1.


 


Such coal
shall be delivered ratably throughout the Term in accordance with reasonable
delivery schedules to be mutually agreed by Buyer and Seller.”


 

















 


 


 


3.2                                 Section 3.1 Option to Increase or Decrease Quantity  is
added and reads as follows:


 


“Buyer shall
have the right to increase or decrease the Base Quantity to be delivered
hereunder by up to 31,250 tons per calendar quarter (three months), for
example, if Buyer increases the quantity by 31,250 tons each quarter during a
calendar year, the net increase will be 125,000 tons. Buyer shall exercise such
option by giving Seller such notice stating Buyer’s exercise of the option and
specifying the increase or decrease in tonnage, no later than thirty days prior
to the first day of the quarter in which the increased or decreased tonnage
will be delivered.”


 


4.0 SOURCE


 


4.1                                 Section 4.1 Source  is hereby deleted and replaced
with the following:


 


“The coal sold
hereunder shall be supplied from any one of the geological seams Western
Kentucky #11, #12, and #9 (surface and underground), of any one of the Seller’s
Hopkins County Mines, and/or from Seller’s Webster County Coal, LLC Dotiki Mine
Complex, (all of the foregoing sources herein after referred to as the “Coal
Property”).”


 


5.0 DELIVERY


 


5.1                                 Section 5.1 Buyer’s Option  is hereby deleted and
replaced with the following:


 


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


 

















 


notification
to Seller of its desire to change the Delivery Point, Buyer and Seller shall
mutually agree in writing upon the change(s) and the time frame wherein such
change will take place.”


 


5.2                                 Section 5.3 Delivery to Sebree Dock  is deleted in
its entirety.


 


6.0 QUALITY


 


6.1                                 Section 6 Quality  is amended as follows:


 


“Seller has
the option to supply coal of two different qualities, noted as Quality #1 and
Quality #2. Seller shall exercise such option by giving Buyer such notice
stating Seller’s intent to supply coal of Quality #1 or Quality #2, no later
than the fifteenth of the month, prior to the first day of the calendar month
during which that particular coal Quality will be delivered. After Seller gives
notice of the particular quality to be delivered for a given calendar month,
Seller must supply coal of that quality for the entire calendar month. Seller
shall not supply coals of Quality #1 and Quality #2 during the same calendar
month.


 


The following
specifications are amended:


 


QUALITY
#1


 


All
specifications are the same as specified in Section 6.1 of the Amended and
Restated Coal Supply Agreement for coal to be delivered during the Secondary
Term.


 


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 other
specifications are the same as specified in Section 6.1 of the Amended and
Restated Coal Supply Agreement for coal to be delivered during the Secondary
Term.


 


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


 

















 


“If the coal sold hereunder
fails to meet one or more of the Guaranteed Monthly Weighted Averages set forth
in §6.1 for any two months during any twelve month rolling period during the
term of this Agreement, or if two (2) truck shipments or three (3) barge shipments
in a seven-day period are rejectable by Buyer, or if Buyer receives at its
generating station two (2) rail shipments which are rejectable in any ten-day
period, Buyer may, upon notice confirmed in writing and sent to Seller by
certified mail, terminate this Agreement and exercise all its other rights and
remedies 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 (“Base
Price”) of the coal to be sold hereunder will be firm and in accordance with
the 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

  	
   

  



 

















 


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 replaced
with the following:


 


“Notwithstanding the
foregoing, for each specification each month, there shall be no discount if the
actual Monthly Weighted Average meets the applicable Discount Point set forth
below. However, if the actual Monthly Weighted Average fails to meet such
applicable Discount Point, then the discount shall be calculated on the basis
of the difference between the actual Weighted Average and the Guaranteed
Monthly Weighted Average pursuant to the methodology shown in Exhibit A of the
Agreement.


 


The Guaranteed Monthly
Weighted 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 Monthly
Weighted Average of ash for Quality #1 equals 13.5 lb/MMBtu, then the
applicable discount would be (13.5 lb - 11.75 lb.) X $0.0083/lb./MMBtu =
$0.01453/MMBtu.


 

















 


7.3                                 Section 8.3 Price, Terms and Conditions Review  is deleted in its
entirety.


 


IN WITNESS
WHEREOF, the parties
hereto 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: