Shawnee Coal Company
Coal Supply Agreement
Amendment No. 3
EXHIBIT 10.44
AMENDMENT
THIS AMENDMENT IS entered into, effective as of January 1, 1994, by
and between Louisville Gas & Electric Company (hereinafter referred to as
"Buyer"), whose address is: 220 W. Main Street, Louisville, Kentucky
40232 and Shawnee Coal Company (herein referred to as "Seller"), whose
address is: 4205 Hillsboro Road, Nashville, Tennessee 37215 and Roberts
Bros. Coal Company (also hereinafter referred to as "Seller"). Whose
address is: LaFoon Trail, P.O. Box 1223, Madisonville, Kentucky 42431.
In consideration of the agreements herein contained, the parties hereto
agree as follows:
1. AMENDMENTS
The Coal Supply Agreement heretofore entered into by the parties,
dated effective August 9, 1989 and identified as Coal Supply Agreement set
forth above, as previously amended by Amendment Numbers 1 and 2 thereto,
(hereinafter referred to as "Agreement"), is hereby further amended as
follows:
1.1 Article 1.1 TERM set forth in this agreement to the Contract is
amended in its entirety as follows:
"1.1 TERM. Except for specific effective dates described in
specific sections herein, the term of this Agreement shall
commence on March 1, 1989 and shall continue until and including
December 31, 1996. Buyer shall have right, but not the
obligation, to renew this Agreement for up to three (3)
additional five (5) year periods, such right to be exercised by
notice in writing to Seller no later than sixty (60) days prior
to the end of the existing period. The Base Price upon any such
renewal shall be agreed upon by the parties subject to the
provisions of 6.2."
1.2 Article 2.1 ANNUAL QUANTITY set forth in this Agreement is
amended as follows:
"2.1 ANNUAL QUANTITY. This section effective January 1, 1989.
Except as adjusted under Section 2.3, Seller shall sell and
deliver and Buyer shall purchase and accept delivery of the
following annual tonnages ("Annual Quantity").
Additional Coal This
Year This Amendment Quantity (Tons)
---- -------------------- ---------------
1989 ________ 364,000
1990 ________ 364,000
1991 ________ 700,000
1992 ________ 1,300,000
1993 ________ 1,125,000
1994 90,000 1,215,000
1995 90,000 1,215,000
1996 1,215,000 1,215,000
1.3 Article 2.3 NOTIFICATION set forth in this Agreement is amended
to read as follows:
"2.3 NOTIFICATION. By December 1 of each Agreement year, Buyer
shall specify by written notice to Seller the monthly quantities
to be delivered in the following Agreement year. Buyer shall
provide Seller with at least 30 days notice prior to the
beginning of each quarter concerning the quantity of optional
tonnage coal that the buyer elects to purchase during the
upcoming quarter. For 1994 and following years, Seller will
supply up to 300,000 additional tons of coal per year if
requested by Buyer. Not more than 150,000 tons of additional
coal is to be supplied in any two consecutive quarters and
Seller is not required to supply more than 150,000 tons
(optional plus base) of additional coal in any given month.
SHAWNEE COAL COMPANY
COAL SUPPLY AGREEMENT
AMENDMENT NO. 3
1.4 Article 6.2 PRICE REVIEW set forth in this Agreement is amended
in its entirety as follows:
"6.2 PRICE REVIEW. If Buyer exercises its right to renew this
Agreement by giving notice under Article 1.1 hereof, then the
Base Price and Quality Price adjustment provisions in Section 6
of this Agreement shall be subject to review at the request of
either party, for revision(s) to become effective for the
renewal term. Buyer shall also have the right of review under
this Section at any time during any Agreement Year as a result
of any proposal made by Seller under 6.1.
The party requesting such a review shall give written notice of
its request to the other party within 30 days from the date of
Buyer's notice to renew this Agreement. The notice shall
describe the proposed adjustment(s) and the reasons therefor.
For a period of ninety (90) days following receipt of such
notice, Buyer and Seller shall diligently and in good faith
endeavor to reach agreement as to reasonable revision(s) in Base
Price or adjustment provisions. If the parties do not agree
within such ninety (90) day period (or any mutually agreed
extension thereof), either party may terminate this Agreement by
giving at least nine (90) months written notice to the other and
the then current Base Price, quantity, and all other terms and
conditions hereof shall remain in effect until the Agreement is
terminated. If neither party gives the aforesaid nine (90)
months notice, the then current Base Price, quantity, and all
other terms and conditions hereof shall remain in effect until
the next price review date or the termination of this Agreement,
as the case may be."
1.5 Article 6.3 QUALITY PRICE ADJUSTMENTS set forth in this Agree
is amended to add the following at the end:
"6.3 QUALITY PRICE ADJUSTMENTS. Notwithstanding the above, the
Bonus and Penalty amounts shall escalate one additional time
scheduled to take effect 1/1/94, then will remain fixed for the
duration of Contract."
1.6 Article 18 SHAWNEE TERMINATION is added at the end of the
Agreement as follows:
"18 SHAWNEE TERMINATION Notwithstanding any other provision in
this Agreement, with respect to Shawnee Coal Company, Inc. only,
this Agreement will terminate on December 31, 1995. Such
termination will not relieve Shawnee Coal Company, Inc. of any
of its liabilities or obligations to Buyer which accrue
hereunder by December 31, 1995. This Agreement will continue in
full force and effect between Roberts Bros. Coal Company, Inc.
and Buyer through the entire term of this Agreement and any
renewal terms as set forth herein".
2. PRICE SUMMARY
2.1 The Base Price set forth in the Coal Supply Agreement is hereby
changed as follows as full compensation to Seller for full and
complete performance by Seller of this Amendment in full
compliance with all terms and conditions of the Coal Supply
Agreement:
Original Base Net Adjustment Net Adjustment Net Adjustment Few Total Price for
Price F.O.B. Pursuant to Pursuant to Pursuant to Base Price Optional
Year Rail Amendment 1 Amendment 2 Amendment 3 F.O.B. Rail Tonnage
---- ------------- -------------- -------------- -------------- ----------- ---------
1990 $0.85470 $________ $________ $________ $________ $________
1991 $0.89085 $________ $________ $________ $________ $________
1992 $0.92410 $________ $________ $________ $________ $________
1993 $0.96171 $________ $________ $________ $________ $________
1994 $1.00094 $0.01282 ($0.00427) ($0.00427) $1.00522 $0.96676
1995 $1.04017 $0.01282 ($0.00427) ($0.00427) $1.04445 $1.00599
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Shawnee Coal Company
Coal Supply Agreement
Amendment No. 3
1996 $________ $________ $________ $________ $1.08518 $1.04672
<FN>
*All Prices in $/MMBTU
Any additional tonnage as described in Article 2.3
NOTIFICATION -- shall be .90 cents per ton ($0.03846/MMBTU)
less than established price for that year.
3. STATUS OF AGREEMENT
As amended herein, the Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the day and year below written, but effective as of the day and year
first set forth above.
Shawnee Coal Company Louisville Gas and Electric
Company
By: ___________________________ By:_________________________________
Title: __________________________ Title:______________________________
Date: ___________ Date: _____________
Roberts Bros. Coal Co., Inc.
By: ___________________________
Title: __________________________
Date: ___________
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