WKE STATION TWO INC.
220 West Main Street
Louisville, Kentucky 40232-2030
April 6, 1998
Mr. Michael H. Core [* REDACTED = Omitted pursuant to a
President confidential treatment request.
Big Rivers Electric Corporation Material filed separately with SEC.]
201 Third Street
P.O. Box 24
Henderson, KY 42420-0024
Re: Station Two Agreement - Debt Service Payments on Station Two Bonds
Dear Mr. Core:
Attached as Exhibit M to the New Participation Agreement of even date
herewith by and among Big Rivers Electric Corporation, LG&E Energy Marketing
Inc., Western Kentucky Leasing Corp., WKE Station Two Inc. and Western Kentucky
Energy Corp., is the Station Two Agreement (as defined in the New Participation
Agreement). Sections 8.18, 9.7(b)(i) and 9.11 of the Station Two Agreement set
forth the terms for funding and payment of Debt Service on the Station Two
Bonds. This letter amends the New Participation Agreement by setting forth new
understandings and agreements with respect to the terms for funding and payment
of such Debt Service on the Station Two Bonds. Capitalized Terms that are not
defined herein shall have the meaning ascribed to such terms in the Station Two
Agreement.
Each of the parties set forth below hereby agrees that, in lieu of the
payments provided for in Section 8.18 and Sections 9.7(b)(i) and 9.11 of the
Station Two Agreement, Station Two Subsidiary and Big Rivers shall each have
responsibility (until the earlier of (x) termination of the Station Two
Agreement or (y) the Station Two Bonds shall be retired or redeemed) for
payment, monthly, of an amount equal to [REDACTED] of the portion of the Debt
Service due and owing in the current month by Big Rivers to the Trustee pursuant
to Section 6.3(a) of the Station Two Power Sales Agreement. During the Phase I
Subcontract Term, Big Rivers shall remain primarily liable to Henderson for
timely and full payment of the portion of the Debt Service due and owing by Big
Rivers to the Trustee under the Station Two Power Sales Agreement. Big Rivers
shall be deemed by each monthly payment of Debt Service it makes to the Trustee
during the Phase I Subcontract Term, to the extent such payment is made in
accordance with the terms of the Station Two Power Sales Agreement, to have
fulfilled its obligation to the LG&E Companies hereunder for payment of its
portion of the Debt Service for that month. On the first day of each month
during the Phase I Subcontract Term, Station Two Subsidiary shall pay to Big
Rivers an amount equal to [REDACTED] of the portion of Debt Service due by Big
Rivers to the Trustee during the current month under Section 6.3(a) of the
Station Two Power Sales Agreement.
Mr. Michael H. Core
April 6, 1998
Page 2
During the Phase II Assignment Term, Station Two Subsidiary shall be
primarily liable to Henderson for timely and full payment of the portion of the
Debt Service due and owing by Station Two Subsidiary (as Big Rivers' assignee)
to the Trustee under Section 6.3(a) of the Station Two Power Sales Agreement.
Station Two Subsidiary shall be deemed by each monthly payment of Debt Service
it makes to the Trustee during the Phase II Assignment Term, to the extent such
payment is made in accordance with the terms of the Station Two Power Sales
Agreement, to have fulfilled its obligation to Big Rivers hereunder for payment
of its portion of the Debt Service for that month. On or prior to each Monthly
Payment Date during the Phase II Assignment Term, Big Rivers shall pay to
Station Two Subsidiary an amount equal to [REDACTED] of the portion of Debt
Service due by Station Two Subsidiary (as Big Rivers' assignee) to the Trustee
during the current month under Section 6.3(a) of the Station Two Power Sales
Agreement.
The foregoing terms and provisions for payment of such Debt Service shall
take effect, if ever, from and after the first to occur of the Phase I Effective
Date or the Phase II Effective Date under the Station Two Agreement. On or prior
to the Effective Date (as defined in the New Participation Agreement), the
parties will in good faith work together to make appropriate amendments to the
Station Two Agreement to reflect the agreements and understandings set forth in
this letter.
Please acknowledge your agreement to the terms of this letter by signing
in the space provided below.
Sincerely,
WKE STATION TWO INC.
By: /s/ John R. McCall
-------------------------------------
John R. McCall, Vice President
WESTERN KENTUCKY ENERGY CORP.
By: /s/ John R. McCall
-------------------------------------
John R. McCall, Vice President
Mr. Michael H. Core
April 6, 1998
Page 3
LG&E ENERGY MARKETING INC.
By: /s/ John R. McCall
-------------------------------------
John R. McCall, Vice President
WESTERN KENTUCKY LEASING CORP.
By: /s/ John R. McCall
-------------------------------------
John R. McCall, Vice President
AGREED:
BIG RIVERS ELECTRIC CORPORATION
By: /s/ Michael H. Core
-------------------------------------
Title: President and CEO