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EXHIBIT 10.33
AMENDMENT NO. 1
TO THE
LIMITED TERM FIRM POWER SUPPLY AGREEMENT
BETWEEN
RAVENSWOOD ALUMINUM CORPORATION
AND
OHIO POWER COMPANY
JANUARY 13, 1997
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AMENDMENT NO. 1 TO THE
LIMITED TERM FIRM POWER SUPPLY AGREEMENT
BETWEEN RAVENSWOOD ALUMINUM CORPORATION
AND OHIO POWER COMPANY DATED JULY 1,1996
THIS AMENDMENT NO. 1 TO THE LIMITED TERM FIRM POWER SUPPLY AGREEMENT
("Amendment") is entered into as of January , 1997 by and between Ohio Power
Company, an Ohio Corporation ("Ohio") and Ravenswood Aluminum Corporation, a
Delaware corporation ("RAC").
RECITALS
A. Ohio and RAC signed a Limited Term Firm Power Supply Agreement
("Agreement") dated July 1, 1996 and submitted the Agreement for approval by the
Public Utilities Commission of Ohio ("Commission") in Case No. 96-628-EL-AIR;
B. By the Commission's Finding And Order dated October 3, 1996, and
confirmed by its Entry On Rehearing dated November 26, 1996 in this same
proceeding, the Commission approved the Agreement, except that the Commission
reserved for the future the treatment of stranded costs which may arise under
the Agreement and did not permit the parties to condition retail transmission
service upon whether providing such service to RAC obligated Ohio to provide
such service to any other retail customer(s) of Ohio;
C. Ohio and RAC desire to amend the Agreement to address the treatment
of specific and narrowly defined stranded cost exposure pursuant to Section 7.01
of the Agreement and to clarify the limited conditions under which transmission
service under Section 7.02 of the Agreement,while permitted by law, is not
required to be provided;
D. Ohio and RAC intend to address the Commission's concerns regarding
Sections 7.01 and 7.02 and restore the balance of the transaction.
E. Pursuant to Section 7.03, either party could elect to terminate the
Agreement within six months following such regulatory action or within six
months after final judgment is rendered; however, in lieu of termination, the
parties have agreed to the following modifications to the Agreement to reflect
the effect of Commission's decision and to re-establish the balance of the
transaction.
THE PARTIES AGREE as follows:
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1. That SECTION 1.01, ALPHABETICAL LIST OF DEFINITIONS, be amended by
adding the following term:
MUSKINGUM MINE means the aggregate of the coal reserves in the South
Cumberland Coal Field, the North Cumberland Coal Field and that portion
of the East Cumberland Coal Field which lies in Sharon Township, as
more fully described in Section 7.01(1) of the 1968 Agreement, and the
associated mining plant and facilities.
2. That SECTION 7.01, TERM OF AGREEMENT, be replaced in its entirety by
the following provision, where stricken text from the existing provision is
shown by strike marks and text to be added is shown in bold:
This Agreement shall become effective on the Effective Date
and, unless terminated in accordance with the provisions of Section
7.03, the term of this Agreement shall extend until July 31, 2003. At
the end of the term, RAC agrees to relieve Ohio of any obligation Ohio
may have to provide electric service to the Ravenswood Plant so long
as, pursuant to Section 7.02, Ohio provides transmission service after
termination or RAC makes alternative supply arrangements. (Strike marks
begin) [Ohio agrees that Ohio will not seek to impose specifically upon
RAC and Ohio agrees RAC shall not be responsible to pay to Ohio any
stranded costs or stranded investment charge which is based on prior
purchases by RAC from Ohio and the investment in Muskingum River
Station and/or Ohio Transmission Facilities being no longer used and
useful in serving RAC as a result of RAC obtaining service from a third
party source.] (Strike marks end)
IF RAC ELECTS TO RECEIVE POWER FROM A THIRD PARTY UPON THE TERMINATION
OF THIS AGREEMENT, RAC SHALL BE RESPONSIBLE FOR ANY STRANDED COSTS OR
STRANDED INVESTMENT TO THE SAME EXTENT ANY SUCH COST MAY BE IMPOSED
UPON ANY OTHER OHIO RETAIL CUSTOMER WHICH ELECTS TO RECEIVE ELECTRIC
SERVICE FROM A THIRD PARTY SOURCE, SUBJECT TO THE FOLLOWING LIMITATION.
DUE TO RAC'S UNIQUE HISTORICAL RECEIPT OF SERVICE FROM THE DEDICATED
FACILITIES OF THE MUSKINGUM MINE, MUSKINGUM RIVER STATION, AND OHIO
TRANSMISSION FACILITIES, AS THOSE TERMS ARE DEFINED HEREIN, WHICH
DEDICATED SERVICE RELATIONSHIP WAS THE BASIS FOR THE PRICING SET FORTH
HEREIN, RAC SHALL NOT BE RESPONSIBLE TO PAY OHIO A STRANDED INVESTMENT
COST OR CHARGE WHICH IS COMPRISED SOLELY OF THAT PORTION OF OHIO'S
INVESTMENT IN MUSKINGUM MINE, MUSKINGUM RIVER STATION, AND OHIO
TRANSMISSION FACILITIES DEDICATED TO SERVING RAC UNDER THIS AGREEMENT.
3. That SECTION 7.02, TRANSMISSION SERVICE AFTER TERMINATION, be replaced
in its entirety by the following provision, where stricken text from the
existing provision is shown by strike marks and text to be added is shown in
bold:
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1. Following the end of the term, and as provided in paragraph
4 of Section 7.03 and paragraph 2 of Section 7.04, Ohio and the AEP
System agree to provide transmission for electric power and ancillary
services purchased by RAC from any sellers to the Ravenswood Plant
across the transmission system of the AEP System, including then
existing Ohio Transmission Facilities, to the extent permitted by law,
under such rates, terms and conditions as filed with the Federal Energy
Regulatory Commission for comparable service or in accordance with any
future laws enacted by the State of Ohio or future regulations duly
adopted by the Public Utilities Commission of Ohio. (Strike marks
begin) [so long as Ohio's provision of transmission service to RAC does
not obligate Ohio to provide such service to any other retail
customer(s) of Ohio.] (Strike marks end) To the extent permitted by
law, such transmission may be provided directly to RAC or to an entity
designated by RAC which will deliver the electric power to the
Ravenswood Plant. IF THE PROVISION OF TRANSMISSION SERVICE TO RETAIL
CUSTOMER(S) IS DISCRETIONARY UNDER SUCH LAW AND PROVIDING TRANSMISSION
SERVICE TO RAC UNDER THIS AGREEMENT OBLIGATES OHIO TO PROVIDE THE SAME
SERVICE TO ANY OTHER SIMILARLY SITUATED CUSTOMER(S) ON A
NON-DISCRIMINATORY BASIS, OHIO MAY ELECT NOT TO PROVIDE RETAIL
TRANSMISSION SERVICE TO RAC.
2. If transmission service is not lawfully permitted or if
Ohio is required to provide transmission service to other retail
customer(s) as a result of offering said transmission service to RAC,
the parties agree to negotiate in good faith for the provision of
retail electric service to the Ravenswood Plant. If Ohio is not
obligated to provide transmission service to RAC because Ohio would be
required to provide transmission service to other retail customer(s) as
a result of offering said service to RAC, then RAC shall have the
unilateral right to extend the term of this Agreement for up to an
additional eighteen months from the date this Agreement otherwise
expired until such time as a) the parties negotiate a replacement
agreement, b) Ohio provides transmission service to RAC, or c) RAC
makes alternative supply arrangements, whichever occurs first. Ohio may
elect to extend this Agreement by two years, until July 31, 2005, if
Ohio's provision of transmission service to RAC obligates Ohio to
provide such service to any other retail customer(s) of Ohio.
3. With respect to RAC's right to make alternative supply
arrangements under Section 7.0 (Strike marks begin) [3] (Strike marks
end) 2(2)(c), Ohio and American Electric Power System will not oppose a
supply arrangement whereby any person or entity, whether affiliated
with RAC or not, engages in a wholesale purchase of electricity to be
sold to RAC at retail, provided that any such arrangement a) is formed
in accordance with any applicable laws, rules, and regulations, b) does
not provide electric service to any customer(s) of Ohio or American
Electric Power System, and c) does not impose an obligation upon Ohio
or American Electric Power
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Service Corporation to extend such a supply arrangement to other
customers as a result of not opposing this arrangement with RAC. Ohio
will provide transmission service to such person or entity in
accordance with Section 7.02, paragraph (1) above.
4. That a typographical error in Section 7.03, Subsection (4) be corrected
by changing the date of "July 1, 1988" to "July 1, 1998".
5. Upon approval of this Amendment No. 1 by the Commission, the parties
agree to dismiss any appeal of the Commission's decisions approving the
Agreement and agree to be bound by the Agreement, as amended hereunder, and
waive any rights to terminate this Agreement under Section 7.03 based on the
Commission's Finding And Order and Entry On Rehearing in Case No. 96-628-EL-AEC.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the day and year last below written.
OHIO POWER COMPANY
BY:/s/ WILLIAM J. LHOTA
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(President & COO)
Date: As of January 27, 1997
RAVENSWOOD ALUMINUM CORPORATION
BY:/s/ GERALD J. KITCHEN
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(Vice President)
Date: As of January 24, 1997
The signature of American Electric Power Company, Inc. is binding upon it only
with respect to the obligations imposed by Article Seven, Section 7.02,
subsections (1) and (3).
AMERICAN ELECTRIC POWER COMPANY,INC.
BY:/s/ J. P. MALONEY
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(Vice President)
Date: As of January 27, 1997
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