exhbit10_1.htm


    Exhibit 10.1

    Amendment to Coal Supply
Agreements

    


    This Amendment to the January 1, 2009,
F. B. Culley and A. B. Brown Coal Supply Agreements between Vectren Fuels, Inc.
(“Seller”) and Vectren Power Supply, Inc. (“Buyer”) (the “Supply Agreements”),
has been entered into effective the 21 day of December, 2009, and evidences as
follows:

    WHEREAS,
Buyer has requested that Seller provide terms for the deferral of certain
contract deliveries scheduled to be made under the Supply Agreements in 2009 and
2010 in order to alleviate Buyer’s coal inventory management issues;
and

    


    WHEREAS,
Seller and Buyer have negotiated terms for such a deferral;

    


    NOW,
THEREFORE, the parties agree to amend Sections 3.1 and 4.1 of the Supply
Agreements as follows:

    


    
      	
               
      

            	
              1.

            	
              Under
      Section 3.1 of each of the Supply Agreement, Buyer agreed to accept
      delivery from Seller of at least 85% of specified coal quantities in 2009
      and 2010 at its Culley and Brown
plants.

            


    

    


    
      	
               
      

            	
              2.

            	
              Pursuant
      to this Amendment, Section 3.1 of the Supply Agreements is modified to
      reflect that Seller has agreed to defer 88,000 tons of coal deliveries in
      2009 and 522,000 tons of coal deliveries in 2010, over and above Buyer’s
      option to reduce deliveries by 15% of the specified quantities in those
      years.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              3.

            	
              Buyer
      shall control the amount and timing of such deferrals, as well as the
      identity of the plant (Culley and Brown) that will be deferring the
      delivery under the Supply Agreements, so long as the aggregate deferral
      amount does not exceed the tonnage set forth in paragraph 2
      above.

            


    

    


    
      	
               
      

            	
              4.

            	
              With
      respect to the 2009 and 2010 deferrals, such tonnage shall be subsequently
      supplied to Buyer in 2011 or 2012, based upon Buyer’s
      instructions.  Buyer will direct the delivery of such deferred
      tons to either Culley or Brown.  All deferred tons must be
      purchased from Seller no later then December 31, 2012.  Delivery
      of deferred tons in 2011 or 2012 does not count as part of the specified
      quantities to be purchased under the Supply Agreements in those contract
      years.

            


    

    


    
      	
               
      

            	
              5.

            	
              With
      respect to the deferred tons, Section 4.1 of the Supply Agreements is
      modified so that tons deferred in 2009 shall be delivered in 2011 or 2012,
      regardless of plant delivery location, at an FOB mine price of $57.50/ton.
      Similarly, tons deferred in 2010 shall be delivered in 2011 or 2012 at an
      FOB mine price of $59.00/ton.

            


    

    


    
      	
               
      

            	
              6.

            	
              In
      exchange for discounting the 2011 and 2012 Supply Agreement prices for the
      deferred coal. , Buyer agrees that to the extent it determines it requires
      incremental coal in 2012, 2013, or 2014, it will provide Seller a Right of
      First Refusal (“ROFR”) allowing Seller to match competing offers to sell
      coal of similar quality to Buyer.  This ROFR shall be applicable
      for up to 50% of incremental coal Buyer seeks to procure in those
      years.

            


    

    


    
      	
               
      

            	
              7.

            	
              All
      deliveries of deferred tons shall comply with all Supply Agreement terms,
      and the Supply Agreements are not modified except as provided
      herein.

            


    

    


    


    IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
duly authorized representatives as of the effective date set forth
above.

    


    


    


    


    


    Vectren
Fuels, Inc.

    


    


    By /s/ Randy
Back          
____________

    Randy Beck

    


    


    Vectren Power Supply

    


    


    By /s/ Ronald
Jochum        
____________

    Ronald Jochum