Contract

#97-211-026


Kindill Mining, Inc.


Amendment No. 1




 




EXHIBIT

10.66




 




AMENDMENT

NO. 1 TO COAL SUPPLY AGREEMENT




 




THIS AMENDMENT NO. 1 COAL SUPPLY AGREEMENT (“Amendment

No. 1”) is entered into effective as of January 1, 2001, by and between

LOUISVILLE GAS AND ELECTRIC COMPANY (hereinafter referred to as “Buyer”),

whose address is 220 West Main Street, Louisville, Kentucky 40202, and KINDILL

MINING, INC., (hereinafter referred to as “Seller”) an Indiana corporation, whose

address is 1216 East County Road, 900 South, Oakland City, Indiana 47660.  In consideration of the agreements herein

contained, the parties hereto agree as follows.




 




1.0                               AMENDMENTS




 




The Agreement heretofore

entered into by the parties, dated effective July 1, 1997 and identified by the

Contract Number set forth above, (hereinafter referred to as “Agreement”) is

hereby amended as follows:




 




2.0                               TERM




 




Section 2 Term,

is deleted and replaced with the following:




 




“The term of this

agreement shall commence on July 1, 1997 and shall continue through December

31, 2002, subject to the provisions of Section 8.3.”




 




3.0                               QUANTITY




 




3.1                                 Section

3.1 Base

Quantity, is deleted and replaced with the following:




 




“Seller shall sell and

deliver and Buyer shall purchase and accept delivery of the following annual base

quantity of coal (“Base Quantity”):




 








	

  YEAR


  	

   


  	

  BASE

  QUANTITY (TONS)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  1997


  	

   


  	

  150,000


  	

   


  
	

  1998


  	

   


  	

  900,000


  	

   


  
	

  1999


  	

   


  	

  900,000


  	

   


  
	

  2000


  	

   


  	

  900,000


  	

   


  
	

  2001


  	

   


  	

  700,000


  	

   


  
	

  2002


  	

   


  	

  700,000


  	

   


  










 





























 




3.2                                 Section

3.3 Right

of First Refusal, is deleted in its entirety.




 




3.3                                 Section

3.4 Option

to Increase Quantity, is deleted and replaced with the

following:




 




“Buyer shall have the

right to increase the quantity to be delivered hereunder by up to an additional

240,000 tons annually.  Buyer shall

exercise such option by giving to Seller notice stating Buyer’s exercise of the

option and specifying the increased tonnage sixty (60) days prior to the end of

each quarter for increased tonnage for the immediately following quarter;

provided, however, the maximum tonnage that can be nominated for delivery

during the immediately following quarter shall not be more than 60,000

tons.  Buyer’s exercise of the option in

any given quarter shall not obligate Buyer to take delivery of the increased

quantity in any following quarter or any following year.  Any additional tonnage which Buyer exercises

its right to purchase under this § 3.4 hereinafter shall be referred to as

“Option Tonnage” and shall be subject to all the terms and conditions hereof

(including price).




 




4.0                               QUALITY




 




4.1                                 Sections

6.1(b), 6.1(c), and 6.1(e) Specifications, are hereby revised to

provide that they shall not be applicable to the years 2001 and 2002.




 




5.0                               PRICE




 




5.1                                 Section

8.1 Base

Price, is hereby revised by adding the following paragraph:




 




“For years 2001 and 2002,

the base price (“Base Price”) of the coal to be sold hereunder will be firm and

in accordance with the following:




 




BASE

PRICE




 








	

  YEAR


  	

   


  	

  PRICE

  ($Per MMBTU)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  2001


  	

   


  	

  $


  	

  0.8180


  	

   


  
	

  2002


  	

   


  	

  See Section 8.3

  as revised.


  	

   


  
					










 




5.2                                 Sections

8.2 (i) and 8.2 (ii) Quality Price Discounts, shall not be

applicable to years 2001 and 2002.




 




5.3                                 Section

8.3 Price

Review is amended by adding the following paragraph:




 




2





























 




“Section 8.3 Term and

Price Review: Buyer and Seller agree to begin terms,

conditions and price negotiations on or before July 1, 2001, for terms and

conditions, including without limitation prices, to be effective beginning

January 1, 2002.  The parties then shall

attempt to negotiate on new prices and/or other terms and conditions between

July 1, 2001 and October 1, 2001.  If

the parties do not reach an agreement by October 1, 2001, then this agreement

will terminate as of December 31, 2001 without liability due to such termination

for either party, and the parties shall have no further obligations hereunder

except those incurred prior to the date of termination.  This clause shall not be interpreted as a

Right of First Refusal or exclusive supply agreement.”




 




6.0                               INVOICES,

BILLING AND PAYMENT




 




Section 9.1 Invoicing

Address is hereby revised by adding the following:




 




“As of the date of

this Amendment, invoices will be sent to Buyer at the following address:




 




Louisville Gas and

Electric Company




220 West Main

Street




Louisville,

Kentucky 40202




Attn: Director,

Fuels Management




 




7.0                               STATUS

OF AGREEMENT




 




As amended herein, the

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 


  COMPANY


  	

   


  	

  KINDILL MINING, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Wayne T. Lucas


  	

   


  	

   


  	

  Kent Holcomb


  
	

   


  	

  Executive Vice

  President – Power Generation


  	

   


  	

   


  	

  President


  
	

   


  	

   


  	

   


  
	

  DATE:


  	

   


  	

   


  	

   


  	

  DATE:


  	

   


  	

   


  
											





 




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