Exhibit 10.45


 


AMENDMENT
NO. 1 TO BARGE TRANSPORTATION AGREEMENT


 


THIS
AMENDMENT NO. 1 TO BARGE TRANSPORTATION AGREEMENT (“Amendment No. 1”) is entered into
effective as of January 1, 2005, by and between LOUISVILLE GAS AND ELECTRIC
COMPANY (LG&E) and KENTUCKY UTILITIES COMPANY (KU), both Kentucky
corporations, whose addresses are 220 West Main Street, Louisville, Kentucky
40202 (collectively “Buyer”), and CROUNSE CORPORATION, a Kentucky corporation, whose
address is 2626 Broadway, Paducah, Kentucky 42002-8109 (“Carrier”).


 


A.                                    AMENDMENTS


 


The Agreement heretofore
entered into by the parties, dated effective January 1, 2002 and identified by
the Contract Numbers set forth above is hereby amended as follows, the January 1,
2002 Agreement, as amended by Amendment No. 1, is hereafter referred to as the “Agreement”:


 


B                                       TERM


 


B.1                               Section 2.0 Term,
is deleted in its entirety and replaced with the following:


 


2.0 Term. The term of this Agreement (the “Term”) shall commence
on January 1, 2002 for Louisville Gas and Electric Company and July 1, 2002 for
Kentucky Utilities Company and shall continue through December 31, 2013 subject
to the following. The rates and other terms and conditions set forth in this
Agreement are subject to review for any reasons, at the request of either
party, for revisions to become effective on January 1, 2010. Either party may
request such a review by giving the other party written notice of such request
by June 1, 2009. The parties shall then use their best efforts to negotiate in
good faith an agreement on new rates and/or other terms and conditions between
June 1, 2009 and October 31, 2009. If the parties do not reach an agreement on
new rates and/or other terms and conditions by November 1, 2009, then this
Agreement will terminate as of December 31, 2009 without liability due to such
termination for either party. This clause shall not be interpreted as a Right
of First Refusal or exclusive supply agreement or an “Agreement to Agree”.


 


C.                                    CARGO


 


C.1                               Section 3.0, Cargo,
is modified by adding the following two paragraphs at the section end:


 

















 


Prior to October
31 of each contract year, Buyer shall provide Carrier with an estimate of the
tons to be shipped each month of the next calendar year, including origins and
destinations. Prior to each month, Buyer shall notify Carrier of revisions in
the tonnage estimates, origins, and/or destinations. In addition, no later than
close of business on Thursday of each week, Buyer shall provide Carrier a
weekly schedule of anticipated barge loadings for the following week.


 


Buyer shall make
reasonable efforts to unload barges so as to provide regular cycling of Carrier’s
barges. Carrier will not be obligated to place barges for loading which can not
be unloaded at the destination within a reasonable period of time. In addition,
Carrier may withhold placing barges for loading at origins that are not
prepared to load them within a reasonable period of time.


 


D                                       DELIVERY


 


D.1                             Section 4.0 Delivery,
paragraph (a) is modified by adding the following paragraph at the end of the section:


 


Cargo shall be
loaded into barges at the required draft levels specified by Carrier. Buyer at
Buyer’s own expense shall have the Cargo unloaded out of the barges with due
diligence and dispatch and otherwise comply with the reasonable requirements of
Carrier’s barging operation. This shall include ensuring that the depths of
Buyer’s harbors are sufficient to accommodate Carrier’s fully loaded barges. After
unloading and release of Carrier’s barges, any Cargo remaining in Carrier’s barges
shall be considered abandoned.


 


D.2                              Section 4.0 Delivery,
paragraphs (b) and (c) are deleted in their entirety and replaced with the
following:


 


4.0 (b)  At Mill Creek, Ghent,
Trimble County limestone, Trimble County coal (using the plant harbor fleeting
service) and Jefferson County Riverport, Carrier shall properly and securely
moor the loaded barges at the unloading dock and notify the appropriate
person(s) that such mooring has been completed in accordance with the
provisions set forth in Appendix A, which is attached hereto.


 


4.0 (c) At Cane Run and Trimble County coal (using stand by unloading),
the Carrier shall notify the appropriate person(s) of incoming barges at least
six (6) hours prior to the arrival of each tow, in accordance with the provisions
set forth in Appendix A. Carrier shall provide the designated plant personnel
with periodic updates of the expected day of all tow arrivals. Carrier’s coal
tows shall be unloaded on a stand-by basis, upon arrival, with Carrier being
responsible for all placement, shifting and decking services at the plant. Buyer
shall provide adequate shore-side personnel and equipment (including the
shuttle barge) for the operation of the unloading system. The coal barges
generally will be standby unloaded as follows: The Carrier shall provide a


 

















 


boat and all deck-hands and tying services and shall shuttle the coal
barges to and away from the barge unloader; and shall leave with all empty coal
barges. Carrier’s services shall be provided in accordance with the provisions
set forth in Appendix A, which is attached hereto. After the barges are
unloaded, Buyer shall notify Carrier that such unloading has occurred and
carrier shall remove the unloaded barges promptly. Buyer shall operate the
unloader. In the event Buyer claims that force majeure conditions prevent the
unloading of a tow, then the Buyer shall have the option of: (1) re-consigning
the tow to another of the Buyer’s plants, (2) having Carrier properly and
securely moor the coal barges at the unloading dock and notifying the
appropriate person(s) that such mooring has been completed and Buyer hiring a
harbor boat to provide fleet security for the loaded tow, or (3) requesting
Carrier remain at the plant with the tow and compensating Carrier at the
applicable hourly rate of $277 per hour, subject to the same adjustments set
forth in subsection 7(b).


 


E                                         RATES


 


E.1                                Section 7.0 Rates is deleted and replaced with
the following:


 


(a) Subject to the adjustments set forth in subsections 7(b) and 7(c)
hereof, Buyer shall pay to Carrier the following rates per ton:


 


CARGO – COAL


 


	
  DESTINATION
  CODE:

  	
  MC –
  Mill Creek

  	
  CR –
  Cane Run

  	
  TC –
  Trimble County

  
	
   

  	
  GH –
  Ghent

  	
  RP –
  Jefferson County Riverport

  



 


	
  LOADING POINTS

  	
   

  	
  DESTINATIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Stand-By

  	
   

  	
  Fleeting

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  River

  	
   

  	
  Mile
  Point

  	
   

  	
  MC

  	
   

  	
  CR

  	
   

  	
  TC

  	
   

  	
  TC

  	
   

  	
  GH

  	
   

  	
  RP

  	
   

  
	
  Monongahela

  	
   

  	
  85 – 102

  	
   

  	
  8.273

  	
   

  	
  8.397

  	
   

  	
  8.064

  	
   

  	
  7.874

  	
   

  	
  7.756

  	
   

  	
  8.926

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monongahela

  	
   

  	
  61.2 – 84.9

  	
   

  	
  7.460

  	
   

  	
  7.584

  	
   

  	
  7.251

  	
   

  	
  7.061

  	
   

  	
  6.944

  	
   

  	
  8.113

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monongahela

  	
   

  	
  23.8 – 61.1

  	
   

  	
  6.611

  	
   

  	
  6.735

  	
   

  	
  6.402

  	
   

  	
  6.212

  	
   

  	
  6.094

  	
   

  	
  7.263

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monongahela

  	
   

  	
  Below 23.7

  	
   

  	
  5.761

  	
   

  	
  5.884

  	
   

  	
  5.553

  	
   

  	
  5.363

  	
   

  	
  5.245

  	
   

  	
  6.414

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  0 – 84.2

  	
   

  	
  4.458

  	
   

  	
  4.580

  	
   

  	
  4.247

  	
   

  	
  4.057

  	
   

  	
  3.940

  	
   

  	
  5.108

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  84.3 – 126.5

  	
   

  	
  3.964

  	
   

  	
  4.087

  	
   

  	
  3.755

  	
   

  	
  3.565

  	
   

  	
  3.447

  	
   

  	
  4.617

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  126.6 – 237.5

  	
   

  	
  3.742

  	
   

  	
  3.866

  	
   

  	
  3.534

  	
   

  	
  3.344

  	
   

  	
  3.226

  	
   

  	
  4.395

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Stand-By

  	
   

  	
  Fleeting

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  River

  	
   

  	
  Mile
  Point

  	
   

  	
  MC

  	
   

  	
  CR

  	
   

  	
  TC

  	
   

  	
  TC

  	
   

  	
  GH

  	
   

  	
  RP

  	
   

  
	
  Ohio

  	
   

  	
  237.6 – 279.3

  	
   

  	
  3.287

  	
   

  	
  3.410

  	
   

  	
  3.079

  	
   

  	
  2.889

  	
   

  	
  2.771

  	
   

  	
  3.940

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  279.4 – 305.6

  	
   

  	
  2.800

  	
   

  	
  2.734

  	
   

  	
  2.400

  	
   

  	
  2.210

  	
   

  	
  2.300

  	
   

  	
  3.263

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  305.7 – 317

  	
   

  	
  2.650

  	
   

  	
  2.611

  	
   

  	
  2.277

  	
   

  	
  2.087

  	
   

  	
  2.100

  	
   

  	
  3.139

  	
   

  



 

















 


	
  Ohio

  	
   

  	
  317.1 – 360

  	
   

  	
  2.550

  	
   

  	
  2.548

  	
   

  	
  2.216

  	
   

  	
  2.026

  	
   

  	
  2.000

  	
   

  	
  3.079

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  TTI 405.9

  	
   

  	
  2.106

  	
   

  	
  2.229

  	
   

  	
  1.895

  	
   

  	
  1.705

  	
   

  	
  1.588

  	
   

  	
  2.757

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  470 – 531.5

  	
   

  	
  1.970

  	
   

  	
  2.092

  	
   

  	
  1.761

  	
   

  	
  1.571

  	
   

  	
  1.453

  	
   

  	
  2.622

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  535.2 – 620

  	
   

  	
  1.292

  	
   

  	
  1.416

  	
   

  	
  1.539

  	
   

  	
  1.349

  	
   

  	
  1.650

  	
   

  	
  1.945

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  620.1 – 720

  	
   

  	
  1.465

  	
   

  	
  1.588

  	
   

  	
  1.895

  	
   

  	
  1.705

  	
   

  	
  2.007

  	
   

  	
  2.118

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  721 – 776.1

  	
   

  	
  1.895

  	
   

  	
  2.019

  	
   

  	
  2.326

  	
   

  	
  2.136

  	
   

  	
  2.437

  	
   

  	
  2.548

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  Evansville 784.1

  	
   

  	
  2.007

  	
   

  	
  2.216

  	
   

  	
  2.426

  	
   

  	
  2.236

  	
   

  	
  2.537

  	
   

  	
  2.745

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  785 – 846

  	
   

  	
  2.437

  	
   

  	
  2.684

  	
   

  	
  2.868

  	
   

  	
  2.678

  	
   

  	
  2.979

  	
   

  	
  3.213

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  Mt. Vernon NO
  S&F

  	
   

  	
  2.437

  	
   

  	
  2.684

  	
   

  	
  2.868

  	
   

  	
  2.678

  	
   

  	
  2.979

  	
   

  	
  3.213

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  Mt. Vernon With
  S&F

  	
   

  	
  2.908

  	
   

  	
  3.155

  	
   

  	
  3.339

  	
   

  	
  3.149

  	
   

  	
  3.450

  	
   

  	
  3.684

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  851.8

  	
   

  	
  2.622

  	
   

  	
  2.745

  	
   

  	
  3.053

  	
   

  	
  2.863

  	
   

  	
  3.164

  	
   

  	
  3.275

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  853 – 918.5

  	
   

  	
  2.659

  	
   

  	
  2.893

  	
   

  	
  3.079

  	
   

  	
  2.889

  	
   

  	
  3.176

  	
   

  	
  3.423

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  918.6 – 962

  	
   

  	
  2.831

  	
   

  	
  2.955

  	
   

  	
  3.263

  	
   

  	
  3.073

  	
   

  	
  3.373

  	
   

  	
  3.484

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Big Sandy

  	
   

  	
  All Origins

  	
   

  	
  2.800

  	
   

  	
  2.794

  	
   

  	
  2.463

  	
   

  	
  2.273

  	
   

  	
  2.250

  	
   

  	
  3.324

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kanawha

  	
   

  	
  Above 82.8

  	
   

  	
  4.826

  	
   

  	
  4.949

  	
   

  	
  4.617

  	
   

  	
  4.427

  	
   

  	
  4.309

  	
   

  	
  5.479

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kanawha

  	
   

  	
  67.7 – 82.7

  	
   

  	
  4.641

  	
   

  	
  4.764

  	
   

  	
  4.432

  	
   

  	
  4.242

  	
   

  	
  4.124

  	
   

  	
  5.294

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kanawha

  	
   

  	
  Below 67.6

  	
   

  	
  4.481

  	
   

  	
  4.604

  	
   

  	
  4.272

  	
   

  	
  4.082

  	
   

  	
  3.964

  	
   

  	
  5.134

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Green

  	
   

  	
  Above 63.1

  	
   

  	
  3.102

  	
   

  	
  3.361

  	
   

  	
  3.521

  	
   

  	
  3.331

  	
   

  	
  3.632

  	
   

  	
  3.890

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Green

  	
   

  	
  0 – 63.0

  	
   

  	
  2.363

  	
   

  	
  2.585

  	
   

  	
  2.782

  	
   

  	
  2.592

  	
   

  	
  2.893

  	
   

  	
  3.115

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tennessee

  	
   

  	
  0 – 25

  	
   

  	
  2.893

  	
   

  	
  3.016

  	
   

  	
  3.324

  	
   

  	
  3.134

  	
   

  	
  3.435

  	
   

  	
  3.545

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upper Miss.

  	
   

  	
  98.5

  	
   

  	
  4.912

  	
   

  	
  5.034

  	
   

  	
  5.342

  	
   

  	
  5.152

  	
   

  	
  5.453

  	
   

  	
  5.564

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upper Miss.

  	
   

  	
  125

  	
   

  	
  7.750

  	
   

  	
  7.800

  	
   

  	
  8.100

  	
   

  	
  7.910

  	
   

  	
  8.300

  	
   

  	
  8.300

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Stand-By

  	
   

  	
  Fleeting

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  River

  	
   

  	
  Mile
  Point

  	
   

  	
  MC

  	
   

  	
  CR

  	
   

  	
  TC

  	
   

  	
  TC

  	
   

  	
  GH

  	
   

  	
  RP

  	
   

  
	
  Upper Miss.

  	
   

  	
  161 – 185

  	
   

  	
  7.850

  	
   

  	
  7.900

  	
   

  	
  8.200

  	
   

  	
  8.010

  	
   

  	
  8.400

  	
   

  	
  8.400

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lower Miss.

  	
   

  	
  Mobile Bay

  	
   

  	
  15.95

  	
   

  	
  16.00

  	
   

  	
  16.30

  	
   

  	
  16.11

  	
   

  	
  16.50

  	
   

  	
  16.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lower Miss.

  	
   

  	
  55.3 – 57

  	
   

  	
  9.061

  	
   

  	
  9.184

  	
   

  	
  9.492

  	
   

  	
  9.302

  	
   

  	
  9.603

  	
   

  	
  9.714

  	
   

  



 

















 


CARGO - LIMESTONE


 


	
   

  	
   

  	
  DESTINATION

  	
   

  
	
  LOAD POINTS

  	
   

  	
  Mill Creek

  	
   

  	
  Trimble Co.

  	
   

  	
  Ghent

  	
   

  
	
  Cape Sandy (MP 674 Ohio River)

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  1.30

  	
   

  	
  $

  	
  1.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Amsterdam (MP 653 Ohio River)

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  1.30

  	
   

  	
  $

  	
  1.50

  	
   

  



 


DEMURRAGE


 


	
  Plant Harbor Service Fleeting (MC, JR, TC, &
  GH

  	
   

  	
  $184.67/demurrage debit

  
	
  Stand By Unloading (TC & CR)

  	
   

  	
  $277/demurrage debit

  



 


Rates do not include switching and fleeting charges
at destinations (except Jefferson Riverport) or origins (except as noted above
from Mt. Vernon). Carrier shall not be responsible for such charges. In the
event the harbor service charges at Jefferson Riverport are increased or
decreased, the Carrier may increase or decrease its rates accordingly. Rates
from loading points not listed above will be negotiated as required and shall
be reasonably related to those set forth above, taking into account differences
in distance, operating conditions and loading conditions. If Buyer and Carrier
cannot agree on a rate from a particular loading point, then Buyer shall have
the right to hire another carrier to transport Cargo from such loading point. Such
tons transported by another carrier shall not be subject to the limitations set
forth in Section 3a through 3d.


 


b) The rates set forth in subsection 7(a) as
adjusted per this section shall apply to Cargo loaded commencing January 1, 2005
and shall be adjusted each quarter thereafter as follows:


(1) Ten percent (10%) of the base rate shall remain
fixed for the Term of this Agreement.


(2) Sixty percent (60%) of the base rate
(hereinafter the “60% component”) shall change in proportion to changes in the
first published PPI Industrial Commodities Index Less Fuels and Related
Products and Power found in Table 8 of the Producer Price Indexes, published
monthly by the U.S. Department of Labor, Bureau of Labor Statistics
(hereinafter the “PPI”). The change in this component shall be calculated by
multiplying a fraction, the denominator of which shall be the average PPI for June,
July, and August, 2004 (the average base index first published for the period
is 151.8), and the numerator of which shall be the average PPI for the
three-month period ending November 30, February 28, May 31, or August 31
(hereinafter the “calculation period”) times the initial sixty percent (60%)
component. The effective date of the changes in this component shall be January
1, April 1, July 1, or October 1 as the case may be, for the remainder of the
Term of this Agreement, commencing April 1, 2005.


(3) Twenty-five percent (25%) of the base rate
(hereinafter the “25% Component”) shall change in proportion to changes in the
average of (a) the posted price of #2 diesel fuel at Catlettsburg, Kentucky and
(b) the Ohio Valley Marine Service posted price at the mouth of the Green River
(together, the “Diesel Posted Prices”). The change in the 25% Component shall
be calculated by multiplying a fraction, the denominator of which shall be the
average Diesel


 

















 


Posted Prices on the first (1st) day of
each of the months of June, July, and August 2004 (the average base Diesel
Posted Prices for the period is 116.1 cents per gallon), and the numerator of
which shall be the average Diesel Posted Prices on the first (1st)
day of each of the months for the three (3) month periods beginning September,
December, March and June (hereinafter the “Calculation Period”) times the
initial 25% Component. The effective date of the changes in this component
shall be the first day of the calendar quarter following the end of the
Calculation Period (January 1, April 1, July 1, or October 1, as the case may
be), for the remainder of the Term of this Agreement, beginning April 1, 2005.


(4) Five percent (5%) of the base rate (the “5%
Component”) represents federal taxes: the Inland Waterway Fuel Tax, Deficit
Reduction Tax, and Leaking Underground Storage Tank Tax (collectively, the “Taxes”).
The average base for the tax for the period is 24.4 cents per gallon, which
amount is comprised of Inland Waterway taxes in the amount of 20.0 cents per
gallon, Deficit Reduction taxes in the amount of 4.3 cents per gallon, and
Leaking Underground Storage Tank taxes in the amount of .10 cents per gallon). This
5% Component will change to the extent of any future changes in the amount of
Taxes, and shall be adjusted effective on the first (1st) day of the
calendar quarter following the effective date of any change that occurs on or
after January 1, 2005.


 


(c) Changes in the PPI: The current index of 1982 =
100 applies to the PPI. Should this index be revised or a new one adopted, the
parties shall make an appropriate adjustment, either in accordance with
published instructions from the Bureau of Labor Statistics regarding such
revision or, if no such instructions are published, by a proportionate revision
which will fairly reflect such change in the index.


 


(d)
Rates will be adjusted for the cost of any government-imposed tolls or other
government charges (“Governmental Impositions”) enacted after the effective
date of this Agreement which are assessed on river transportation and assessed
against the Carrier for carrying Cargo under this Agreement. Such rate
adjustments will be effective as of the effective date of such tolls or charges.
Governmental Impositions shall not apply to: Taxes, as defined in the preceding
section, changes in taxes on fuel, which changes shall be covered in sections
7(b)(3) and 7(b)(4) hereof, any non-compliance existing as of the effective
date of this Agreement, financing costs and taxes, income tax or property taxes
or related costs, any penalties, interest, fines, costs of arbitration,
mediation, litigation, or any other type of dispute resolution through all
stages of appeal, payment of judgments against Carrier or Carrier’s affiliates,
or on instruments or documents evidencing the same or on the proceeds thereof,
and wages, benefits and retirement. In order to constitute a Governmental
Imposition, it must be imposed against the barging industry either on a
regional, state or national basis. Carrier must notify Buyer in writing of the
obligation to comply with such laws (if Carrier anticipates meeting the
conditions that would require Carrier to comply with such laws) within thirty
(30) days of the time Carrier becomes aware of such laws, setting forth the specific
law or regulation and the anticipated


 

















 


actual
or actual financial impact on Carrier’s delivery of Cargo hereunder, and the
anticipated or actual effective date. Additionally, the applicable base price
hereunder shall be increased only if the price adjustment is allocated evenly
to all effected cargo transported by Carrier, so that Buyer is allocated only
its proportionate share of such Governmental Imposition, and the base price
shall be decreased for any savings resulting from changes in such Governmental
Imposition. The base price can not be increased due to Governmental Impositions
(a) on an annual basis, more than five percent (5%) per ton of the rates
effective January 1, 2005; and (b) on a cumulative basis during the Term, more
than fifteen percent (15%) per ton of the rates effective January 1, 2005.


 


If
(a) the annual increase of Governmental Impositions is more than five percent
(5%) of the rates effective on January 1, 2005, or (b) if the total amount of
Governmental Impositions is more than fifteen percent (15%) of the rates
effective January 1, 2005, on a cumulative basis during the Term of this
Agreement, Carrier may terminate this Agreement upon not less than sixty (60)
days’ written notice to Buyer. Alternatively, Buyer may agree, by forwarding
written notice to Carrier within sixty (60) days after receiving Carrier’s
written notice of termination to accept the cumulative Base Rate increase of
more than fifteen percent (15%).


 


Carrier
shall notify Buyer of any such changes within the time frames set forth above
and supply sufficient documentation for Buyer to verify any such change. Either
Buyer or Carrier may request a base price adjustment, which shall be comprised
of no more than the reasonable actual costs directly associated with the effect
of such change on the Cargo to be transported hereunder. Such adjustment shall
be made effective on the first day of the calendar month following the
effective date of any change, (except when such change is effective on the
first day of the month, in which case the adjustment shall be made as of such
date).


 


(e) The calculations for
changes in the components of the base rate are to be made to three (3) decimal
places, with the total being rounded to two (2) decimal places.


 


(f) The term “ton” as used herein shall mean a net
ton of two thousand (2000) pounds avoirdupois weight.


 


F                                         DEMURRAGE


 


F.1                                Section 8.0 Demurrage,
is hereby deleted in its entirety and replaced with the following:


 


(a) Free Time At Mill Creek, Ghent, Jefferson
County Riverport, and Trimble County Limestone Destinations. Buyer shall be
allowed four (4) “Free Unloading Days” within which to unload each of the
barges delivered to Buyer at Mill Creek (coal and limestone), Ghent (coal and
limestone), Jefferson Riverport (coal and limestone) and Trimble County
Limestone pursuant to this Agreement. An “Unloading Day” shall


 

















 


commence at 7:00 a.m. and continue until 7:00 a.m.
on the next day. The calculation of “Free Unloading Days” for each barge, for
purpose of the unloading demurrage accounts described in Sub-section (d),
below, shall commence at the first (1st) 7:00 a.m. following the
delivery of such barge to Buyer and notification is given to Buyer that the
first (1st) barge is moored to the Buyer’s dock and ready to unload,
and shall run continuously thereafter for a period of ninety-six (96) hours. “Actual
Unloading Days” for each barge, for purpose of said demurrage accounts, shall
commence concurrently with the commencement of the “Free Unloading Days” and
shall continue until the first (1st) 7:00 a.m. following the time
that Carrier’s dispatcher has been notified that the barge is actually unloaded
and ready for pick up (for a barge unloaded and said notification given before
the first (1st) 7:00 a.m. following delivery, the “Actual Unloading
Days” would be zero).


 


(b) Free Time At Trimble County Coal Destination (Using
Plant Harbor Fleeting Service).


Buyer shall be allowed two (2) “Free Unloading Days”
(when Buyer is using the plant harbor service) within which to unload each of
the barges delivered to Buyer at Trimble County pursuant to this Agreement. An “Unloading
Day” shall commence at 7:00 a.m. and continue until 7:00 a.m. on the next day. The
calculation of “Free Unloading Days” for each barge, for purpose of the
unloading demurrage accounts described in Sub-section (d), below, shall
commence at the first (1st) 7:00 a.m. following the delivery of such
barge to Buyer and notification is given to Buyer that the first (1st)
barge is moored to the Buyer’s dock and ready to unload, and shall run
continuously thereafter for a period of forty-eight (48) hours. “Actual
Unloading Days” for each barge, for purpose of said demurrage accounts, shall
commence concurrently with the commencement of the “Free Unloading Days” and
shall continue until the first (1st) 7:00 a.m. following the time
that Carrier’s dispatcher has been notified that the barge is actually unloaded
and ready for pick up (for a barge unloaded and said notification given before
the first (1st) 7:00 a.m. following delivery, the “Actual Unloading
Days” would be zero).


 


In
the event Carrier delivers more than sixteen (16) coal barges in a rolling
twenty-four (24) period, one (1) additional credit shall be given for each
barge over sixteen (16) delivered during the rolling twenty-four (24) period. For
example, if one (1) coal barge tow of twelve (12) barges is delivered at 8:00
a.m., and another coal barge tow of eight (8) barges are delivered at 11:00
p.m., a total of forty-four (44) credits are allowed to unload the two (2) coal
tows (twenty (20) barges at two (2) credits each, plus four (4) barges at one
(1) additional credit each). The rolling twenty-four (24) hour period would
then start anew at 8:00 a.m. the next day (twenty-four (24) hours after the
delivery of the first coal barge tow).


 


The
plant shall maintain a log of start and stop times for the unloading of each
tow and shall communicate such times to Carrier, as requested, in order for
both parties to mutually reconcile free time calculations.


 

















 


(c) Free Time At Trimble County Coal (Using Stand
By Unloading) and Cane Run Destination.


Buyer shall be allowed per barge tow, one (1) hour
per barge plus one (1) additional hour as “Free Unloading Hours” within which
to unload the barge tow delivered to Buyer at Trimble County Coal and Cane Run
Stations. For example, if a barge tow of six (6) barges is delivered, seven (7)
free unloading hours shall be allowed Buyer within which to unload the six (6)
delivered barges (one (1) hour per barge plus one (1) hour equals seven (7)
hours). The calculation of “Free Unloading Hours” for the purpose of the
unloading demurrage accounts described in Sub-section (e) below, shall commence
when Buyer is notified that the first (1st) barge is located under
the unloader and is ready to unload, except that, if Buyer for any reason,
except for force majeure, is not prepared to unload such barge or has another
barge line’s barge under the unloader, then Free Unloading Hours shall begin
when Carrier notifies Buyer that it has arrived and is ready to begin unloading.
“Actual Unloading Hours” for each barge tow, for purpose of said demurrage
accounts, shall commence concurrently with the commencement of the “Free
Unloading Hours” and shall continue until Carrier is notified by Buyer that the
barge tow is actually unloaded and ready for removal. Fractions of an hour
shall be rounded up to the nearest one-half hour.


 


In the event a Crounse coal tow arrives at Trimble
County within less than twelve hours after the completion of the free unloading
time for the previous Crounse coal tow, the free time for the second coal tow
shall not commence until the twelfth hour following completion of the free time
for the first Crounse coal tow. For example, if a ten (10) barge Crounse coal
tow arrives at 0200 hours, the free time would expire at 1300 hours (eleven
hours later). If a second Crounse coal tow arrives at 1100 hours, the free time
for the second Crounse coal tow shall not commence until 0100 hours the next
day (twelve hours after the completion of the free unloading time for the first
Crounse coal tow). This exception shall not apply to barges in either tow if
such barges were diverted from a plant other than Trimble County.


 


The plant shall maintain a log of start and stop
times for the unloading of each tow and shall communicate such times to Carrier’s
towboat pilothouse personnel, as requested, in order for both parties to
mutually reconcile free time calculations. Unloading shall be considered
complete once the bucket unloader has completed its unloading cycle (and been
cleared from the cargo box) for the last barge in that tow.


 


In the event Buyer instructs Carrier’s boat to
depart plant prior to all Cargo being unloaded, a Boat Transit Charge of $2,500
shall be invoiced to Buyer. The Boat Transit Charge shall be in addition to
Unloading Hours accrued per Sections F.1(c) and F.1(e). Also, each remaining
barge, either full or partially loaded, shall accrue a Demurrage Charge of
$184.67 per barge day, beginning the first 7:00 a.m. following Carrier’s boat
departure, and terminating the first 7:00 a.m. following such barge being
unloaded. No Free Unloading Days will be allowed, and debit/credit accounting
will not apply. Both the Boat Transit Charge and the Demurrage Charge shall be
subject to the same adjustments as set forth in 7(b) and 7(c).


 

















 


(d) Demurrage Accounts For Mill Creek, Ghent,
Jefferson County Riverport, Trimble County Coal (Using the plant harbor fleeting
service) and Trimble County Limestone. Carrier shall maintain separate
unloading demurrage accounts for Mill Creek, Ghent, Jefferson County Riverport,
and Trimble County, in which one (1) credit shall be entered for each day the
Actual Unloading Days for a barge are less than four (4) days for that barge
(two (2) days for that barge for Trimble County coal using the plant harbor
fleeting service), and in which one (1) debit shall be entered for each day the
Actual Unloading Days for a barge exceed four (4) days for that barge (two (2)
days for that barge for Trimble County coal using the plant harbor fleeting
service). A single demurrage account for each plant (limestone and coal) shall
be kept.


 


At the end of each month during the Term of this
Agreement, the demurrage accounts shall be balanced and settled for that period
(hereinafter called “Accounting Period”) by canceling one (1) debit with one
(1) credit in each demurrage account and by the payment by Buyer to Carrier of
one hundred and eight four dollars and sixty seven cents ($184.67), subject to
the same adjustments set forth in subsection 7(b), for each such demurrage
debit not so canceled. In the event the total credits exceed the total debits
in the account at the end of any Accounting Period, such excess credits shall
be canceled and shall not carry over to the next Accounting Period. At Buyer’s
request, but not more frequently than once per month, Carrier shall send Buyer
a summary of the current demurrage accounts.


 


(e) Demurrage Accounts For Trimble County Coal (Stand
By Unloading) and Cane Run. Carrier shall maintain unloading demurrage
accounts for Trimble County coal and Cane Run, in which Buyer will receive one
(1) credit for each hour the “Actual Unloading Hours” are less than the “Free
Unloading Hours” and one (1) debit shall be entered for each hour the Actual
Unloading Hours exceed the Free Unloading Hours.


 


At the end of each month during the Term of this Agreement, the
demurrage accounts shall be balanced and settled for that one month period
(hereinafter called “Accounting Period”) by canceling one (1) debit with one (1)
credit in each demurrage account and by the payment by Buyer to Carrier of two
hundred and seventy seven dollars ($277), subject to the same adjustments set
forth in subsection 7(b), for each such demurrage debit not so canceled. In the
event the total credits exceed the total debits in the account at the end of
any Accounting Period, such excess credits shall be canceled and shall not
carry over to the next Accounting Period. At Buyer’s request, but not more
frequently than once per month, Carrier shall send Buyer a summary of the
current demurrage accounts.


 


G                                       MISCELLANEOUS


 


G.1                               Section 17, Paragraph (l), Joint and Several Liability is
hereby added and reads as follows:


 

















 


LG&E and KU
shall be severally but not jointly liable for obligations of Buyer hereunder, and
shall each be liable only to the extent such obligation pertains to that particular
party constituting Buyer.


 


G.2                               Section 17, Paragraph (m), Forward Contracts is hereby added
and reads as follows:


 


Buyer and Seller
each acknowledge that it is a “forward contract merchant” and that all
transactions pursuant to this Contract constitute “forward contracts” within
the meaning of the United States Bankruptcy Code.


 


H                                       STATUS OF AGREEMENT


 


As amended hereby,
this Agreement is hereby ratified and confirmed and shall continue in full
force and effect.


 


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.


 


 


	
  LOUISVILLE GAS AND ELECTRIC

  	
  CROUNSE CORPORATION

  
	
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Martyn Gallus

  	
   

  	
  BY:

  	
  /signed/

  	
   

  
	
  Martyn Gallus

  	
   

  
	
  SVP – Energy Marketing

  	
  TITLE:

  	
  /title/

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  1/1/05

  	
   

  	
  DATE:

  	
  1/1/05

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  KENTUCKY UTILITIES COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Martyn Gallus

  	
   

  	
   

  
	
  Martyn Gallus

  	
   

  
	
  SVP – Energy Marketing

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  1/1/05

  	
   

  	
   

  
												



 

















 


Appendix A to Barging Agreement


 


Some specific minimum safety procedures are
set forth below. This list in no way limits Carrier’s obligation to act safely
at all times in its performance under this Agreement and to bear sole
responsibility therefor. Additionally, while on Buyer’s property, Carrier will
comply with Buyer’s safety rules for contractors.


 


1.             Notice of Barge Transactions


 


At Mill Creek, Cane Run, Trimble County, and Ghent,
the Carrier will notify Buyer of any barge transaction as follows. The Carrier
first will attempt to notify Buyer’s guard service at the loading dock by way
of the marine radio located at the Guard House. If the Carrier is unable to
contact the guard service, the Carrier will notify the plant shift supervisor. If
the Carrier is unable to notify the plant shift supervisor, the Carrier will
notify the material handling supervisor. The Carrier shall not leave the barges
until one of the Buyer’s employees or agents set forth above has been notified.


 


2.             Location of Barges


 


At all times, the Carrier further will be prepared
to, and upon request by Buyer will, immediately state the location of any barge
destined for Buyer and in the care and custody of Carrier


 

















 


from the time that Buyer requests barge
placement at a holding point to the time that Carrier delivers the barges.


 


3.             Mooring


 


(a)           All
barges that are moored at all destinations and are to be left at the plant site
shall be moored using both the normal leaving lines supplied with each barge
and a two inch (2”) fleeting line that is attached to each cell.


 


(b)           Life
preservers shall be worn by everyone working on the barges.


 


(c)           For
Trimble County, the maximum number of barges to be moored in the coal area is
thirty (30) and in the limestone area is eighteen (18). Barges will be moored
no more than three (3) abreast during rising river, falling river, high water,
or icy conditions without a towboat in attendance.


 


(d)           For Mill Creek, the maximum number of
barges that can be moored without a harbor boat in attendance is fifty (50). Barges
shall not be moored wider than five (5) abreast under any conditions.


 


(e)           For
Ghent, the maximum number of barges that can be moored without a harbor boat in
attendance is eight-five (85).


 


(f)            For
Cane Run, barges generally will be standby unloaded as stated in Section 4 of
this Agreement.


 


4.             Riverport


 


For barges destined for the Riverport, the Carrier
will comply with all requirements and procedures established by the Riverport
pertaining to the Carrier’s performance hereunder.


 

















 


5.             Breakaway and Loose Barges


 


If at any time and for any reason any barge breaks
away from the dock or becomes loose, Carrier immediately will assist and
cooperate in retrieving or securing such barge upon becoming aware of the situation.