EXHIBIT 10.32
AMENDMENT NO. 2 TO RESTATED AND AMENDED COAL SUPPLY AGREEMENT
THIS AMENDMENT NO. 2 TO RESTATED AND AMENDED COAL SUPPLY AGREEMENT ("Amendment
No. 2") is entered into effective as of February 28, 2002, by and between
Seminole Electric Cooperative, Inc. (hereinafter referred to as "BUYER"), a
Florida cooperation, and XXXXXXX COUNTY COAL, LLC, a Delaware limited liability
company (successor-in-interest to XXXXXXX COUNTY COAL CORPORATION, a Kentucky
corporation) and WHITE COUNTY COAL, LLC, a Delaware limited liability company
(successor-in-interest to WHITE COUNTY COAL CORPORATION, a Delaware
corporation), both having an address of 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx,
Xxxxxxxx 00000-0000, (the foregoing companies hereinafter referred to as
"SELLER"). In consideration of the agreements herein contained, the parties
hereto agree to as follows:
RECITALS
A. On even date herewith, Buyer entered into a Spot Coal Synfuel Supply
Agreement ("Spot Coal Synfuel Supply Agreement") with Synfuel Solutions
Operating LLC ("SSO") for the purchase of coal synfuel which shall be
processed from coal which is produced or supplied to SSO from Xxxxxxx
County Coal, LLC.
B. For each ton of coal synfuel Buyer purchases from SSO during the term of
the Spot Coal Synfuel Supply Agreement, Buyer and Seller hereby agree to
reduce by like amount the quantity of coal to be purchased under the
Restated and Amended Coal Supply Agreement as is more particularly set
forth herein below.
1.0 AMENDMENTS
The Restated and Amended Agreement heretofore entered into by the parties, dated
effective February 1, 1986, as amended by Amendment No. 1 dated May 10, 1996 and
the Interim Coal Supply Agreement dated May 1, 2000, (hereinafter referred to as
the "Agreement") is hereby amended as follows:
2.0 QUANTITY
2.1 Article II, Quantity, Section 2.7 COAL SYNFUEL QUANTITY, is added and
reads as follows:
"During the Term, any quantity of coal synfuel purchased by Buyer from
SSO under the Spot Coal Synfuel Supply Agreement shall reduce the
Quantity of Pattiki Type Coal from Dotiki to be supplied under this
Agreement, by an equal amount of tonnage."
INDEPENDENT RELATIONSHIP OF AGREEMENT TO SPOT COAL SYNFUEL SUPPLY AGREEMENT
2.2 Article XXIV, INDEPENDENT RELATIONSHIP OF AGREEMENT TO SPOT COAL
SYNFUEL SUPPLY AGREEMENT, Section 24.1 is added and reads as follows:
"Except for the tonnage reduction provision set forth under Section
2.7 herein above, all obligations between Buyer and Seller set forth
in the Agreement shall continue through its Term. If Buyer reduces
and/or suspends its purchases of coal synfuel under the Spot Coal
Synfuel Supply Agreement and/or either Buyer or SSO terminates the
Spot Coal Synfuel Supply Agreement for any reason, the Agreement shall
remain in full force and effect and Buyer and Seller shall be
obligated to continue their performance as required herein through the
Term of the Agreement. In no event shall nonperformance or breach by
Buyer or SSO under provisions of the Spot Coal Synfuel Supply
Agreement be a basis for Buyer or Seller to claim nonperformance or
breach or grant a right of offset, counter claim or cancellation of
the Agreement, and the Agreement shall continue in full force and
effect with the remaining obligations for the purchase of quantities
of coal to be the Quantity set forth in Article II during any contract
year reduced by the amount of coal synfuel delivered by SSO to Buyer
during such contract year."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 on the day and year below written, but effective as of the day and year first
set forth above.
XXXXXXX COUNTY COAL, LLC SEMINOLE ELECTRIC COOPERATIVE, INC.
BY: /s/ XXXX XXXXXXXX BY: /s/ XXXXXX X. XXXXXXX FOR RJM
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TITLE: SR. VICE PRESIDENT-MARKETING TITLE: EXECUTIVE V.P. & GENERAL MANAGER
DATE: MARCH 26, 2002 DATE: APRIL 11, 2002
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WHITE COUNTY COAL, LLC
BY: /s/ XXXX XXXXXXXX
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TITLE: SR. VICE PRESIDENT-MARKETING
DATE: MARCH 26, 2002
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