Re: Master Agreement, dated as of October 5, 2005, by and between KFx Plant II, LLC and Arch Coal, Inc. Gentlemen:
Exhibit
10.80
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ARCH
COAL, INC.
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C.
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Senior
Vice President
Strategic
Development
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June
29, 2006
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VIA
FACSIMILE AND OVERNIGHT MAIL
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KFx,
Inc.
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Attn:
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KFx
Plant II, LLC
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Attn:
President
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Re:
Master Agreement, dated as of October 5, 2005, by and between KFx Plant II,
LLC
and Arch Coal, Inc.
Gentlemen:
This
letter will confirm our agreement with KFx Plant II, LLC, a Delaware limited
liability company (“KFx Plant II”), and KFx, Inc., a Delaware corporation
(“KFx”), to extend certain dates contained in the Master Agreement, dated as of
October 5, 2005, by and between KFx Plant II and Arch Coal, Inc. (the
“Master Agreement”) and the Stock Purchase and Warrant Agreement, dated as of
October 5, 2005, by and between KFx and Arch Coal, Inc. executed in
connection therewith (the “Stock Purchase and Warrant Agreement”) in the manner
set forth herein. Capitalized terms used herein but not otherwise defined shall
have the meanings given those terms in the Master Agreement.
By
your acceptance of this letter, the parties agree to extend (i) the Operator
Option Period by replacing the references to July 1, 2006 in Sections 2.1
and 6.1(d) of the Master Agreement with October 1, 2006 and (ii) the term
of the warrant granted by KFx to Arch pursuant to Section 2.1 of the Stock
Purchase and Warrant Agreement by replacing (a) the reference to July 1,
2006 in Section 3.1 of the Stock Purchase and Warrant Agreement and in each
of
Warrant Nos. 05-1, 05-2, 05-3 and 05-4 (collectively, the “Warrant
Certificates”) with October 1, 2006 and (b) the references to
August 1, 2006 in Section 3.1 of the Stock Purchase and Warrant Agreement
and in each of the Warrant Certificates with November 1, 2006.
If
you are in agreement with the foregoing, please execute this letter in the
space
indicated below.
Sincerely,
/s/
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▇.
▇▇▇▇▇ Besten
Senior
Vice President - Strategic Development
cc: ▇▇▇▇▇▇
▇. ▇▇▇▇
Accepted
and agreed to this 29th day of June, 2006:
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KFx,
Inc.
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KFx
Plant II, LLC
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By:
/s/
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By:
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Name:
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Name:
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Title:
SVP
Business Development
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Title:
SVP
Business Development
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A
Subsidiary of
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ARCH
COAL, INC.
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(312)
994-2700
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